Exhibit 10.5


 


EIGHTEENTH AMENDMENT TO NON-RECOURSE
RECEIVABLES PURCHASE AGREEMENT


 


This Eighteenth Amendment to Non-Recourse Receivables Purchase
Agreement (this “Amendment”) is entered into as of January 30, 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”).


 


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, 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, and as further amended by a
certain Seventeenth Amendment to Non-Recourse Receivables Purchase Agreement
dated as of November 14, 2008  (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.


 


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, 2009. 
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 $20,000.00, 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.


 


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.


 


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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/ Bradley T. Miller

  	
   

  	
  By:

  	
  /s/ Michael Tramack

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:
  

  	
  Bradley T. Miller

  	
   

  	
  Name: 

  	
  Michael Tramack

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title: 

  	
  Chief Financial Officer

  	
   

  	
  Title:  

  	
  Senior Vice President