UNDERSTANDS AND AGREES THAT IN MODIFYING THE
EXISTING OBLIGATIONS, BANK IS RELYING UPON BORROWER'S REPRESENTATIONS,
WARRANTIES, AND AGREEMENTS, AS SET FORTH IN THE EXISTING LOAN DOCUMENTS, AFTER
GIVING EFFECT TO THIS LOAN MODIFICATION AGREEMENT AND THE WAIVER AGREEMENT
ENTERED INTO BETWEEN BORROWER AND BANK DATED AS OF THE DATE HEREOF.
EXCEPT AS
EXPRESSLY MODIFIED PURSUANT TO THIS LOAN MODIFICATION AGREEMENT, THE TERMS OF
THE EXISTING LOAN DOCUMENTS REMAIN UNCHANGED AND IN FULL FORCE AND EFFECT.
BANK'S AGREEMENT TO MODIFICATIONS TO THE EXISTING OBLIGATIONS PURSUANT TO THIS
LOAN MODIFICATION AGREEMENT IN NO WAY SHALL OBLIGATE BANK TO MAKE ANY FUTURE
MODIFICATIONS TO THE OBLIGATIONS.
NOTHING IN THIS LOAN MODIFICATION AGREEMENT
SHALL CONSTITUTE A SATISFACTION OF THE OBLIGATIONS.
IT IS THE INTENTION OF BANK
AND BORROWER TO RETAIN AS LIABLE PARTIES ALL MAKERS OF EXISTING LOAN DOCUMENTS,
UNLESS THE PARTY IS EXPRESSLY RELEASED BY BANK IN WRITING.
COUNTERSIGNATURE.
THIS LOAN MODIFICATION AGREEMENT SHALL BECOME EFFECTIVE ONLY
WHEN IT SHALL HAVE BEEN EXECUTED BY BORROWER AND BANK.
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This Loan Modification Agreement is executed as a sealed instrument under the
laws of the Commonwealth of Massachusetts as of the Twenty-seventh Loan
Modification Effective Date.
BORROWER:
ASPEN TECHNOLOGY, INC.
ASPEN TECHNOLOGY, INC.
By:
/s/ Mark P. Sullivan
Name:
Mark P. Sullivan
Title:
Senior Vice Presidet and CFO
By:
/s/ Roger Kuebel
Name:
Roger Kuebel
Title:
Treasurer
BANK:
SILICON VALLEY BANK
By:
/s/ Ryan Ravenscroft
Name:
Ryan Ravenscroft
Title:
Vice President
Twenty-seventh Loan Modification Effective Date: November 3, 2009.
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