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 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 Forty-One Million Dollars ($41,000,000.00), or (ii) purchase
any Receivables under this Agreement after July 15, 2006.  The purchase of each Purchased Receivable may
be evidenced by an assignment or bill of sale in a form acceptable to Buyer.”


 


3.                                       FEES.  Seller shall pay to Buyer a
modification fee of $132,395.00, 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.


 


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


 


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


 


6.                                       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.


 


7.                                       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.


 


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


 


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/ Leo S. Vannoni

  	
   

  	
  By:

  	
  /s/ John Atanasoff

  	
   

  
	
   

  	
   

  
	
  Name:

  	
  Leo S. Vannoni

  	
   

  	
  Name:

  	
  John Atanasoff

  	
   

  
	
   

  	
   

  
	
  Title:

  	
  Treasurer

  	
   

  	
  Title:

  	
  Relationship Manager