Exhibit 10.15t


 


TWENTIETH
AMENDMENT TO NON-RECOURSE RECEIVABLES PURCHASE AGREEMENT


 


This Twentieth
Amendment to Non-Recourse Receivables Purchase Agreement (this “Amendment”) is
entered into as of November 3, 2009, by and between SILICON VALLEY BANK, a California
corporation, 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 200 Wheeler Road, Burlington,
Massachusetts 01803 (“Seller”).


 


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, as further amended by a certain Fourth
Amendment to Non-Recourse Receivables Purchase Agreement dated March 8,
2005, as further amended by a certain Fifth Amendment to Non-Recourse
Receivables Purchase Agreement dated March 31, 2005, as further amended by
a certain Sixth Amendment to Non-Recourse Receivables Purchase Agreement dated December 29,
2005, as further amended by a certain Seventh Amendment to Non-Recourse
Receivables Purchase Agreement dated as of July 17, 2006, as further
amended by a certain Eighth Amendment to Non-Recourse Receivables Purchase
Agreement dated as of September 15, 2006, as further amended by a certain
Ninth Amendment to Non-Recourse Receivables Purchase Agreement dated as of January 12,
2007, as further amended by a certain Tenth Amendment to Non-Recourse
Receivables Purchase Agreement dated as of April 13, 2007, as further
amended by a certain Eleventh Amendment to Non-Recourse Receivables Purchase
Agreement dated as of June 28, 2007, as further amended by a certain
Twelfth Amendment to Non-Recourse Receivables Purchase Agreement dated as of October 16,
2007, as further amended by a certain Thirteenth Amendment to Non-Recourse
Receivables Purchase Agreement dated as of December 12, 2007, as further
amended by a certain Fourteenth Amendment to Non-Recourse Receivables Purchase
Agreement dated as of December 28, 2007, as further amended by a certain
Fifteenth Amendment to Non-Recourse Receivables Purchase Agreement dated as of January 24,
2008, as further amended by a certain Sixteenth Amendment to Non-Recourse
Receivables Purchase Agreement dated as of May 15, 2008, as further
amended by a certain Seventeenth Amendment to Non-Recourse Receivables Purchase
Agreement dated as of November 14, 2008, as further amended by a certain
Eighteenth Amendment to Non-Recourse Receivables Purchase Agreement dated as of
January 15, 2009, and as further amended by a certain Nineteenth Amendment
to Non-Recourse Receivables Purchase Agreement dated as of May 15, 2009
(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.


 


DESCRIPTION OF CHANGE IN
TERMS.


 


Modification to Purchase
Agreement.


 


A.                                   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 Buyer and Buyer agrees to buy from Seller all
right, title, and interest (but none of the obligations with respect to) of the
Seller to the payment of all sums owing or to be owing from the Account Debtors
under each Purchased Receivable to the extent of the Purchased Receivable
Amount for such Purchased Receivable.


 


Each purchase and sale hereunder shall be in the
sole discretion of 


 

















 


Buyer
and Seller.  In any event, Buyer will not
(i) purchase any Receivables in excess of an aggregate outstanding amount
exceeding Eighty-Five Million Dollars ($85,000,000.00), or (ii) purchase
any Receivables under this Agreement after May 15, 2010.  The purchase of each Purchased Receivable may
be evidenced by an assignment or bill of sale in a form acceptable to Buyer.”


 


FEES.  Seller shall pay to Buyer a modification fee
of $25,000.00, which fee shall be due on the date hereof and shall be deemed
fully earned as of the date hereof. 
Seller shall also reimburse Buyer for all legal fees and expenses
incurred in connection with this Amendment.


 


CONSISTENT CHANGES.  The Purchase Agreement is hereby amended
wherever necessary to reflect the changes described above.


 


RATIFICATION OF
DOCUMENTS.  Seller hereby ratifies, confirms, and
reaffirms all terms and conditions of the Purchase Agreement.


 


CONTINUING VALIDITY.  Seller understands and agrees that in
modifying the Purchase Agreement, Buyer is relying upon Seller’s
representations, warranties, and agreements, as set forth in the Purchase
Agreement.  Except as expressly modified
pursuant to this Amendment, the terms of the Purchase Agreement remain
unchanged and in full force and effect. 
Buyer’s agreement to modifications to the Purchase Agreement pursuant to
this Amendment in no way shall obligate Buyer to make any future modifications
to the Purchase Agreement.


 


NO DEFENSES OF SELLER.  Seller hereby acknowledges and agrees that
Seller has no offsets, defenses, claims, or counterclaims against Buyer with
respect to the Purchase Agreement or otherwise, and that if Seller now has, or
ever did have, any offsets, defenses, claims, or counterclaims against Buyer,
whether known or unknown, at law or in equity, all of them are hereby expressly
WAIVED and Seller hereby RELEASES Buyer from any liability thereunder.


 


COUNTERSIGNATURE.  This Amendment shall become effective only
when it shall have been executed by Seller and Buyer.


 


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This Amendment is executed as a sealed instrument
under the laws of the Commonwealth of Massachusetts as of the date first
written above.


 




	
  SELLER:

  	
   

  	
  BUYER:

  
	
   

  	
   

  	
   

  
	
  ASPEN TECHNOLOGY, INC.

  	
   

  	
  SILICON
  VALLEY BANK

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Mark P. Sullivan

  	
   

  	
  By:

  	
  /s/
  Ryan Ravenscroft

  
	
   

  	
   

  	
   

  
	
  Name:

  	
  Mark P. Sullivan

  	
   

  	
  Name:

  	
  Ryan Ravenscroft

  
	
   

  	
   

  	
   

  
	
  Title:

  	
  Senior Vice President and CFO

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Roger Kuebel

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
  Roger Kuebel

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
  Treasurer

  	
   

  	
   

  






 


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