Exhibit 10.1
FIFTH AMENDMENT TO NON-RECOURSE
RECEIVABLES PURCHASE AGREEMENT
This Fifth Amendment to Non-Recourse
Receivables Purchase Agreement (this “Amendment”) is
entered into as of April 1, 2005, by and between SILICON
VALLEY BANK , a California-chartered bank, with its principal
place of business at 3003 Tasman Drive, Santa Clara,
California 95054 and with a loan production office located at One
Newton Executive Park, Suite 200, 2221 Washington Street,
Newton, Massachusetts 02462 (“Buyer”) and ASPEN
TECHNOLOGY, INC. , a Delaware corporation with offices at Ten
Canal Park, Cambridge, Massachusetts 02141
(“Seller”).
1.
DESCRIPTION OF
EXISTING AGREEMENT . Reference is made to a
certain Non-Recourse Receivables Purchase Agreement by and between
Buyer and Seller dated as of December 31, 2003, as amended by
a certain First Amendment to Non-Recourse Receivables Purchase
Agreement dated June 30, 3004, as further amended by a certain
Second Amendment to Non-Recourse Receivables Purchase Agreement
dated September 30, 2004, as further amended by a certain
Third Amendment to Non-Recourse Receivables Purchase Agreement
dated December 31, 2004, and as further amended by a certain
Fourth Amendment to Non-Recourse Receivables Purchase Agreement
dated March 8, 2005 (as further amended from time to time, the
“Purchase Agreement”). Capitalized terms used but
not otherwise defined herein shall have the same meaning as in the
Purchase Agreement.
2.
DESCRIPTION OF
CHANGE IN TERMS .
Modification to Purchase
Agreement . The
Purchase Agreement shall be amended by deleting Section 2.1
thereof and inserting in lieu thereof the following
Section 2.1:
“2.1
Sale and Purchase.
Subject to
the terms and conditions of this Agreement, with respect to each
Purchase, effective on each applicable Purchase Date, Seller agrees
to sell to Buy
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