EXHIBIT 10.1
NON-RECOURSE RECEIVABLES PURCHASE AGREEMENT
This NON-RECOURSE RECEIVABLES PURCHASE AGREEMENT (the "Agreement"), dated as of
December 31, 2003, is between SILICON VALLEY BANK ("Buyer") having a place of
business at 3003 Tasman Drive, Santa Clara, California
95054 and ASPEN
TECHNOLOGY, INC. ("Seller"), a Delaware corporation with offices at Ten Canal
Park, Cambridge, Massachusetts 02141.
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DEFINITIONS.
When used herein, the following terms have the following meanings.
1.1
"ACCOUNT DEBTOR" HAS THE MEANING SET FORTH IN
THE MASSACHUSETTS UNIFORM COMMERCIAL CODE AND SHALL INCLUDE ANY PERSON LIABLE ON
ANY PURCHASED RECEIVABLE, INCLUDING WITHOUT LIMITATION, ANY GUARANTOR OF THE
PURCHASED RECEIVABLE AND ANY ISSUER OF A LETTER OF CREDIT OR BANKER'S
ACCEPTANCE.
1.2
"ADJUSTMENTS" MEANS ALL DISCOUNTS, ALLOWANCES,
RETURNS, DISPUTES, COUNTERCLAIMS, OFFSETS, DEFENSES, RIGHTS OF RECOUPMENT,
RIGHTS OF RETURN, WARRANTY CLAIMS, OR SHORT PAYMENTS, ASSERTED BY OR ON BEHALF
OF ANY ACCOUNT DEBTOR WITH RESPECT TO ANY PURCHASED RECEIVABLE.
1.3
"ADMINISTRATIVE FEE" MEANS FOR ANY PURCHASE
THE PERCENTAGE OF THE TOTAL PURCHASED RECEIVABLES AMOUNT SET FORTH IN THE
SCHEDULE FOR SUCH PURCHASE.
1.4
"BUSINESS DAY" MEANS ANY DAY OTHER THAN A
SATURDAY, SUNDAY, OR OTHER DAY ON WHICH BANKS IN CALIFORNIA OR MASSACHUSETTS ARE
REQUIRED OR AUTHORIZED BY LAW TO CLOSE.
1.5
"DISCOUNT RATE" MEANS FOR ANY PURCHASE THE
"DISCOUNT RATE" SET FORTH IN THE SCHEDULE FOR SUCH PURCHASE.
1.6
"DUE DATE" MEANS FOR ANY PURCHASE THE "DUE
DATE" SET FORTH IN THE SCHEDULE FOR SUCH PURCHASE.
1.7
"EVENT OF DEFAULT" HAS THE MEANING SET FORTH
IN SECTION 10 HEREOF.
1.8
"INSOLVENCY EVENT" MEANS, WITH RESPECT TO ANY
ACCOUNT DEBTOR, (A) THE COMMENCEMENT OF A CASE, ACTION OR PROCEEDING WITH
RESPECT TO SUCH ACCOUNT DEBTOR BEFORE ANY COURT OR OTHER GOVERNMENTAL AUTHORITY
RELATING TO BANKRUPTCY, REORGANIZATION, INSOLVENCY, LIQUIDATION, RECEIVERSHIP,
DISSOLUTION, WINDING-UP OR RELIEF OF DEBTORS, (B) SUCH ACCOUNT DEBTOR IS
GENERALLY NOT PAYING ITS DEBTS WHEN DUE, OR (C) THE MAKING OR COMMENCEMENT OF
ANY GENERAL ASSIGNMENT FOR THE BENEFIT OF CREDITORS, COMPOSITION, MARSHALING OF
ASSETS FOR CREDITORS, OR OTHER SIMILAR ARRANGEMENT IN RESPECT OF THE CREDITORS
GENERALLY OR ANY SUBSTANTIAL PORTION OF THE CREDITORS OF SUCH ACCOUNT DEBTOR.
1.9
"INVOICE AMOUNT" MEANS FOR ANY PURCHASE, THE
"INVOICE AMOUNT" SET FORTH IN THE SCHEDULE FOR SUCH PURCHASE.
1.10
"LATE PAYMENT SETTLEMENT FEE" HAS THE MEANING SET
FORTH IN SECTION 2.2.
1.11
"LATE PAYMENT SETTLEMENT PERIOD" HAS THE MEANING SET
FORTH IN SECTION 2.2.
1.12
"OPEN AMOUNT" MEANS THE PORTION OF ANY PURCHASED
RECEIVABLE WHICH HAS BEEN PRE-PAID TO THE SELLER.
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1.13
"PAYMENT IN FULL" MEANS FOR ANY PURCHASE THAT BUYER
HAS RECEIVED PAYMENTS ON ACCOUNT OF THE PURCHASED RECEIVABLES UNDER SUCH
PURCHASE EQUAL TO THE TOTAL PURCHASED RECEIVABLES AMOUNT FOR SUCH PURCHASE.
1.14
"PRIME RATE" MEANS PER ANNUM RATE OF INTEREST FROM
TIME TO TIME ANNOUNCED AND MADE EFFECTIVE BY BUYER AS ITS PRIME RATE (WHICH RATE
MAY OR MAY NOT BE THE LOWEST RATE AVAILABLE FROM BUYER AT ANY GIVEN TIME).
1.15
"PURCHASE" MEANS THE PURCHASE BY BUYER FROM SELLER
OF ONE OR MORE PURCHASED RECEIVABLES ON A