APPLICABLE THERETO.
UPON
RECEIPT OF SUCH PAYMENT, GE CAPITAL SHALL SELL AND TRANSFER TO COMPANY ALL OF
ITS RIGHT, TITLE AND INTEREST IN AND TO THE APPLICABLE TRANSACTION AND THE
PAYMENTS PURCHASED THEREUNDER, AS IS, WHERE IS, WITHOUT RECOURSE OR WARRANTY TO
OR FROM GE CAPITAL.
IF THE REPURCHASE OBLIGATION ARISES OUT OF A DEFAULT BY
COMPANY HEREUNDER, COMPANY SHALL BE OBLIGATED TO REPURCHASE ALL TRANSACTIONS
SUBJECT TO THIS AGREEMENT.
(VI)
THE REPURCHASE AMOUNT MEANS AN AMOUNT EQUAL TO
THE TOTAL OF THE FOLLOWING AMOUNT DUE OR TO BECOME DUE UNDER THE APPLICABLE
TRANSACTION:
(A) ALL PAYMENTS ACCRUED AND UNPAID UNDER SUCH TRANSACTION AS OF
THE DATE OF RECEIPT BY GE CAPITAL OF THE REPURCHASE AMOUNT (THE "REPURCHASE
DATE"), TOGETHER WITH INTEREST AT THE DISCOUNT RATE FROM THE DUE DATES OF SUCH
PAYMENTS TO THE REPURCHASE DATE, PLUS (B) THAT AMOUNT REFLECTED ON THE BOOKS AND
RECORDS OF GE CAPITAL AS GROSS INVESTMENT IN FINANCE RECEIVABLES WITH RESPECT TO
SUCH TRANSACTION AS OF THE REPURCHASE DATE, LESS THE AMOUNT SO REFLECTED AS
UNEARNED INCOME WITH RESPECT TO SUCH TRANSACTION, PLUS (C) ANY OUT-OF-POCKET
EXPENSES (INCLUDING ACTUAL ATTORNEYS' FEES) INCURRED BY GE CAPITAL PRIOR TO THE
REPURCHASE DATE.
INTEREST SHALL ACCRUE ON THE REPURCHASE AMOUNT FROM THE DUE
DATE THEREOF UNTIL PAID IN FULL AT THE RATE OF EIGHTEEN PERCENT (18%) PER
ANNUM."
2.
NO FURTHER AMENDMENTS.
THE PROVISIONS
OF THIS RIDER NO. 1 SHALL BE IN ADDITION TO, AND NOT IN THE PLACE OF ANY OTHER
PROVISIONS OF THE AGREEMENT EXCEPT AS SPECIFICALLY AMENDED HEREIN, ALL
PROVISIONS OF THE AGREEMENT AND THE OBLIGATIONS OF THE PARTIES PURSUANT THERETO
SHALL REMAIN IN FULL FORCE AND EFFECT.
IN WITNESS WHEREOF, the parties have caused this Rider No. 1 to be executed by
their duly authorized representatives as of the dates set forth below.
ASPEN TECHNOLOGY, INC.
GENERAL ELECTRIC CAPITAL
CORPORATION
Signature
Signature
Name and Title - Please Print
Name and Title - Please Print
Date
Date