Exhibit 10.13(b)
RIDER NO. 2 TO VENDOR PROGRAM AGREEMENT
BETWEEN
GENERAL ELECTRIC CAPITAL CORPORATION ("GE CAPITAL")
AND
ASPEN TECHNOLOGY, INC. ("ASPEN")
DATED AS OF MARCH 29, 1990
THIS RIDER NO. 2 is hereby incorporated into and made a part of the above
referenced Vendor Program Agreement, as amended from time to time (the
"Agreement"), and is subject to all of the terms and provisions thereof.
CONTEXT OF AGREEMENT
A.
GE CAPITAL AND ASPEN HAVE ENTERED INTO THE
AGREEMENT TO ESTABLISH A CUSTOMER FINANCING CAPABILITY TO SUPPORT ASPEN'S
LICENSING OF SOFTWARE IN THE UNITED STATES.
B.
ASPEN, IN ADDITION TO LICENSING SOFTWARE
IN THE UNITED STATES, LICENSES SOFTWARE TO CUSTOMERS WHO ARE DOMICILED AND CARRY
ON BUSINESS IN CANADA ("CANADIAN CUSTOMERS").
C.
GENERAL ELECTRIC CAPITAL CANADA INC.,
VENDOR FINANCIAL SERVICES DIVISION ("GECAN"), IS A CORPORATION INCORPORATED
UNDER THE LAWS OF CANADA, AND HAS A PRINCIPAL PLACE OF BUSINESS AT
2300 MEADOWVALE BLVD., MISSISSAUGA, ONTARIO, L5N 5P9.
GECAN IS AN AFFILIATE OF
GE CAPITAL.
D.
ASPEN HAS REQUESTED THAT GE CAPITAL AND
GECAN ENTER INTO A STRATEGIC ALLIANCE WITH ASPEN TO PROVIDE A CUSTOMER FINANCING
CAPABILITY TO SUPPORT THE LICENSE OF SOFTWARE BY ASPEN IN CANADA.
GE CAPITAL
AND GECAN ARE WILLING TO ENTER INTO SUCH A STRATEGIC ALLIANCE IN ACCORDANCE WITH
THE TERMS AND CONDITIONS OF THE AGREEMENT, AS AMENDED, SUPPLEMENTED OR MODIFIED
IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS RIDER NO. 2.
E.
IT IS THE INTENTION OF THE PARTIES TO
THIS RIDER NO. 2 THAT, FOR THE PURPOSES OF CONDUCTING THE PROGRAM IN CANADA, A
RELATIONSHIP SHALL BE ESTABLISHED BETWEEN ASPEN AND GECAN SIMILAR TO THE
RELATIONSHIP BETWEEN ASPEN AND GE CAPITAL WHICH SHALL BE GOVERNED BY THE
PROVISIONS OF THE AGREEMENT, SUBJECT TO CERTAIN MODIFICATIONS REQUIRED TO
ACCOMMODATE THE CANADIAN SEGMENT OF THE PROGRAM (THE "CANADIAN PROGRAM").
NOW, THEREFORE, for valuable consideration exchanged among them, the parties to
this Rider No. 2 hereby agree as follows:
1.
DEFINITIONS.
ALL CAPITALIZED TERMS USED
IN THIS RIDER NO. 2 SHALL HAVE THE MEANINGS GIVEN TO THEM IN THE AGREEMENT
UNLESS OTHERWISE DEFINED HEREIN.
2.
PARTIES TO CANADIAN PROGRAM.
EXCEPT AS
OTHERWISE SPECIFICALLY INDICATED HEREIN, FOR PURPOSES OF THIS RIDER NO. 2 ONLY,
ALL REFERENCES IN THE AGREEMENT TO GE CAPITAL SHALL BE DEEMED TO REFER TO AND
INCLUDE GECAN.
FOR PURPOSES OF THIS RIDER NO. 2 ONLY, GECAN IS HEREBY MADE A
PARTY TO THE AGREEMENT.
3.
CANADIAN TRANSACTIONS.
ASPEN SHALL FROM
TIME TO TIME ENTER INTO AND COMPLETE TRANSACTIONS WITH CANADIAN CUSTOMERS
("CANADIAN TRANSACTIONS") UNDER THE CANADIAN PROGRAM IN ACCORDANCE WITH THE
PROVISIONS OF THIS RIDER NO. 2.
4.
INCORPORATION OF AGREEMENT PROVISIONS.
ALL OF THE TERMS AND CONDITIONS OF THE AGREEMENT SHALL APPLY TO THE CANADIAN
PROGRAM AND ARE INCORPORATED HEREIN BY REFERENCE, SUBJECT ONLY TO THE
MODIFICATIONS DESCRIBED IN THIS RIDER NO. 2.
5.
CANADIAN PROGRAM MODIFICATIONS.
FOR
PURPOSES ONLY OF THE CANADIAN PROGRAM AND CANADIAN TRANSACTIONS ENTERED INTO
PURSUANT THERETO:
(A)
EXCEPT AS OTHERWISE SPECIFICALLY INDICATED
HEREIN, GECAN SHALL PERFORM THE FUNCTIONS OF