CONFIDENTIALITY AND NON-COMPETITION AGREEMENTConfidentiality and Non-Competition Agreement • April 11th, 2008 • Aspen Technology Inc /De/ • Services-computer programming services
This Confidentiality and Non-Competition Agreement (this "Agreement") is entered into as a condition of employment with Aspen Technology, Inc. ("AspenTech") by ("Employee") effective as of the first day of Employee's employment by AspenTech.
TWELFTH AMENDMENT TO NON-RECOURSE RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • April 11th, 2008 • Aspen Technology Inc /De/ • Services-computer programming services
This Twelfth Amendment to Non-Recourse Receivables Purchase Agreement (this “Amendment”) is entered into as of October 16, 2007, by and between SILICON VALLEY BANK, a California-chartered bank, 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 Ten Canal Park, Cambridge, Massachusetts 02141 (“Seller”).
AMENDED AND RESTATED EMPLOYMENT AND CHANGE OF CONTROL AGREEMENT Mark FuscoEmployment and Change of Control Agreement • April 11th, 2008 • Aspen Technology Inc /De/ • Services-computer programming services • Massachusetts
Aspen Technology, Inc., a Delaware corporation (“AspenTech”), and Mark Fusco (the “Executive”) entered into an Employment and Change in Control Agreement (the “Agreement”) dated December 7, 2004, which Agreement was amended on October 28, 2005. The Agreement is hereby amended and restated, effective October , 2007, so as to comply with the applicable provisions of Section 409A of the Internal Revenue Code of 1986, as amended, and the final Treasury regulations and guidance issued thereunder (“Section 409A”). The Agreement is not otherwise being revised and the rights and obligations of AspenTech and the Executive remain in full force and effect as set forth below.
March 25, 1992Certain Letter Agreement • April 11th, 2008 • Aspen Technology Inc /De/ • Services-computer programming services
We understand that you are engaged in the development, licensing and financing of computer software systems, and that you may from time to time offer to us for purchase software license financing contracts arising out of such business. This letter sets forth the price we will pay for, and the terms and conditions which will be applicable to, any such contracts or other agreements that we may elect to purchase from you.
FOURTH LEASE AMENDMENT AND LANDLORD CONSENT TO SUBLEASEFourth Lease • April 11th, 2008 • Aspen Technology Inc /De/ • Services-computer programming services
THIS FOURTH LEASE AMENDMENT AND LANDLORD CONSENT TO SUBLEASE (“Agreement”) is entered into as of September 5, 2007 [the “Effective Date) by and among MA-TEN CANAL PARK, L.L.C., a Delaware limited liability company (“Landlord”), ASPEN TECHNOLOGY, INC., a Delaware corporation (“Tenant”) and EOP CANAL LEASE CO, LLC, a Delaware limited liability company (“Subtenant”).
FIFTH LOAN MODIFICATION AGREEMENTFifth Loan Modification Agreement • April 11th, 2008 • Aspen Technology Inc /De/ • Services-computer programming services
This Fifth Loan Modification Agreement (the “Loan Modification Agreement”) is entered into as of May 6, 2005, by and among (i) SILICON VALLEY BANK, a California chartered bank, 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 (“Bank”) and (ii) ASPEN TECHNOLOGY, INC., a Delaware corporation with offices at Ten Canal Park, Cambridge, Massachusetts 02141 and ASPENTECH, INC., a Texas corporation with offices at Ten Canal Park, Cambridge, Massachusetts 02141 (jointly and severally, individually and collectively, “Borrower”).
VENDOR PROGRAM AGREEMENTVendor Program Agreement • April 11th, 2008 • Aspen Technology Inc /De/ • Services-computer programming services • New York
THIS VENDOR PROGRAM AGREEMENT (“Agreement”) is dated as of March 29, 1990 by and between GENERAL ELECTRIC CAPITAL CORPORATION (“GE CAPITAL”), a New York corporation, with an address at 55 Federal Road, P.O. Box 3199, Danbury, CT 06813-3199, attn: Manager of Operations, Vendor Equipment Financing, and ASPEN TECHNOLOGY, INC., its successors and assigns (“COMPANY”), a Massachusetts corporation, with its principal place of business and address at 251 Vassar Street, Cambridge, MA 02139, attn: Ms. Mary A. Dean, Vice President - Finance.
FIRST AMENDMENT TO LETTER AGREEMENTLetter Agreement • April 11th, 2008 • Aspen Technology Inc /De/ • Services-computer programming services • Illinois
This Amendment (the ““Amendment”) is entered into by and between Aspen Technology, Inc. (“Aspen”) and Sanwa Business Credit Corporation (“SBCC”) effective as of the 3rd day of March, 1994.
SIXTH AMENDMENT TO NON-RECOURSE RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • April 11th, 2008 • Aspen Technology Inc /De/ • Services-computer programming services
This Sixth Amendment to Non-Recourse Receivables Purchase Agreement (this “Amendment”) is entered into as of December 29, 2005, by and between SILICON VALLEY BANK, a California-chartered bank, 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 Ten Canal Park, Cambridge, Massachusetts 02141 (“Seller”).
SECOND LOAN MODIFICATION AGREEMENT - EXIMSecond Loan Modification Agreement - Exim • April 11th, 2008 • Aspen Technology Inc /De/ • Services-computer programming services
This Second Loan Modification Agreement (this “Loan Modification Agreement’) is entered into as of January 28, 2005, by and among (i) SILICON VALLEY BANK, a California chartered bank, 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, doing business under the name “Silicon Valley East” (“Bank”) and (ii) ASPEN TECHNOLOGY, INC., a Delaware corporation with offices at Ten Canal Park, Cambridge, Massachusetts 02141 and ASPENTECH, INC., a Texas corporation with offices at Ten Canal Park, Cambridge, Massachusetts 02141 (jointly and severally, individually and collectively, “Borrower”)
Amendment to System License AgreementSystem License Agreement • April 11th, 2008 • Aspen Technology Inc /De/ • Services-computer programming services
The System License Agreement dated March 30, 1982 between the Massachusetts Institute or Technology (“M.I.T.”) and Aspen Technology, Inc. (“AspenTech”) is hereby amended, effective as of March 30, 1982, as follows.
FOURTEENTH LOAN MODIFICATION AGREEMENTFourteenth Loan Modification Agreement • April 11th, 2008 • Aspen Technology Inc /De/ • Services-computer programming services
This Fourteenth Loan Modification Agreement (this “Loan Modification Agreement”) is entered into on June 28, 2007 by and between SILICON VALLEY BANK, a California chartered bank, 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 (“Bank”) and ASPEN TECHNOLOGY, INC., a Delaware corporation with offices at Ten Canal Park, Cambridge, Massachusetts 02141 for itself and as successor by merger with ASPENTECH, INC., a Texas corporation with offices at Ten Canal Park, Cambridge, Massachusetts 02141 (“Borrower”).
EIGHTH AMENDMENT TO NON-RECOURSE RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • April 11th, 2008 • Aspen Technology Inc /De/ • Services-computer programming services
This Eighth Amendment to Non-Recourse Receivables Purchase Agreement (this “Amendment”) is entered into as of September 15, 2006, and is effective as of September 13, 2006, by and between SILICON VALLEY BANK, a California-chartered bank, 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 Ten Canal Park, Cambridge, Massachusetts 02141 (“Seller”).
NINTH LOAN MODIFICATION AGREEMENTNinth Loan Modification Agreement • April 11th, 2008 • Aspen Technology Inc /De/ • Services-computer programming services
This Ninth Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of July , 2006, by and between SILICON VALLEY BANK, a California chartered bank, 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 (“Bank”) and ASPEN TECHNOLOGY, INC., a Delaware corporation with offices at Ten Canal Park, Cambridge, Massachusetts 02141 for itself and as successor by merger with ASPENTECH, INC., a Texas corporation with offices at Ten Canal Park, Cambridge, Massachusetts 02141 (“Borrower”).
THIRTEENTH AMENDMENT TO NON-RECOURSE RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • April 11th, 2008 • Aspen Technology Inc /De/ • Services-computer programming services
This Thirteenth Amendment to Non-Recourse Receivables Purchase Agreement (this “Amendment”) is entered into as December 12, 2007, by and between SILICON VALLEY BANK, a California-chartered bank, 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 Ten Canal Park, Cambridge, Massachusetts 02141 (“Seller”).
TENTH AMENDMENT TO NON-RECOURSE RECEIVABLES PURCHASE AGREEMENTNon-Recourse Receivables Purchase Agreement • April 11th, 2008 • Aspen Technology Inc /De/ • Services-computer programming services
This Tenth Amendment to Non-Recourse Receivables Purchase Agreement (this “Amendment”) is entered into as of April 13, 2007, by and between SILICON VALLEY BANK, a California-chartered bank, 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 02452 (“Buyer”) and ASPEN TECHNOLOGY, INC., a Delaware corporation with offices at Ten Canal Park, Cambridge, Massachusetts 02141 (“Seller”).
FIRST AMENDMENT TO NON-RECOURSE RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • April 11th, 2008 • Aspen Technology Inc /De/ • Services-computer programming services
This First Amendment to Non-Recourse Receivables Purchase Agreement (this “Amendment”) is entered into as of June 30, 2004, by and between SILICON VALLEY BANK, a California-chartered bank, 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, doing business under the name “Silicon Valley East” (“Buyer”) and ASPEN TECHNOLOGY, INC., a Delaware corporation with offices at Ten Canal Park, Cambridge, Massachusetts 02141 (“Seller”).
ELEVENTH AMENDMENT TO NON-RECOURSE RECEIVABLES PURCHASE AGREEMENTNon-Recourse Receivables Purchase Agreement • April 11th, 2008 • Aspen Technology Inc /De/ • Services-computer programming services
This Eleventh Amendment to Non-Recourse Receivables Purchase Agreement (this “Amendment”) is entered into as of June 28, 2007, by and between SILICON VALLEY BANK, a California-chartered bank, 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 Ten Canal Park, Cambridge, Massachusetts 02141 (“Seller”).
Re: Aspen Technology — Schedule to Loan and Security AgreementAspen Technology Inc /De/ • April 11th, 2008 • Services-computer programming services
Reference is made in this letter agreement to the Loan and Security Agreement, dated as of January 30, 2003 (the “Loan Agreement”), by and among Aspen Technology, Inc., AspenTech, Inc. and Hyprotech Company (each, a “Borrower,” and collectively, the “Borrowers”) and Silicon Valley Bank (“SVB”). Terms used and not otherwise defined in this letter agreement have the meanings given them in the Loan Agreement.
RIDER NO. 1 To VENDOR PROGRAM AGREEMENT DATED AS OF MARCH 29, 1990 BY AND BETWEEN GENERAL ELECTRIC CAPITAL CORPORATION (“GE CAPITAL”) AND ASPEN TECHNOLOGY, INC. (“COMPANY”)Vendor Program Agreement • April 11th, 2008 • Aspen Technology Inc /De/ • Services-computer programming services
THIS RIDER is hereby incorporated into and made a part of the above referenced Vendor Program Agreement (the “Agreement”) and is subject to all the terms and conditions thereof. All terms used and not defined herein shall have the meanings set forth in the Agreement.
SIXTEENTH LOAN MODIFICATION AGREEMENTSixteenth Loan Modification Agreement • April 11th, 2008 • Aspen Technology Inc /De/ • Services-computer programming services
This Sixteenth Loan Modification Agreement (this “Loan Modification Agreement”) is entered into on October 16, 2007 by and between SILICON VALLEY BANK, a California chartered bank, 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 (“Bank”) and ASPEN TECHNOLOGY, INC., a Delaware corporation with offices at Ten Canal Park, Cambridge, Massachusetts 02141 for itself and as successor by merger with ASPENTECH, INC., a Texas corporation with offices at Ten Canal Park, Cambridge, Massachusetts 02141 (“Borrower”).
SYSTEM LICENSE AGREEMENTSystem License Agreement • April 11th, 2008 • Aspen Technology Inc /De/ • Services-computer programming services • Massachusetts
This Agreement is made on the 30th day of March , 1982 between the Massachusetts Institute of Technology, a Massachusetts corporation (“M.I.T.”), 77 Massachusetts Avenue, Cambridge, Massachusetts 02139, and Aspen Technology, Inc., a Massachusetts corporation, (“LICENSEE”), 251 Vassar Street, Cambridge, Massachusetts 02139.
THIRD LOAN MODIFICATION AGREEMENTThird Loan Modification Agreement • April 11th, 2008 • Aspen Technology Inc /De/ • Services-computer programming services
This Third Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of January 28, 2005, by and among (i) SILICON VALLEY BANK, a California chartered bank, 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, doing business under the name “Silicon Valley East” (“Bank”) and (ii) ASPEN TECHNOLOGY, INC., a Delaware corporation with offices at Ten Canal Park, Cambridge, Massachusetts 02141 and ASPENTECH, INC., a Texas corporation with offices at Ten Canal Park, Cambridge, Massachusetts 02141 (jointly and severally, individually and collectively, “Borrower”).
LEASELease Agreement • April 11th, 2008 • Aspen Technology Inc /De/ • Services-computer programming services • Massachusetts
THIS INSTRUMENT IS A LEASE, dated as of January , 1992 in which the Landlord and the Tenant are the parties hereinafter named, and which relates to space in the building (the “Building”) known and numbered as Ten Canal Park, Cambridge, Massachusetts. The parties to this instrument hereby agree with each other as follows:
RIDER NO. 2 TO VENDOR PROGRAM AGREEMENT BETWEEN GENERAL ELECTRIC CAPITAL CORPORATION (“GE CAPITAL”) AND ASPEN TECHNOLOGY, INC. (“ASPEN”) DATED AS OF MARCH 29, 1990Aspen Technology Inc /De/ • April 11th, 2008 • Services-computer programming services
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.
FIFTEENTH LOAN MODIFICATION AGREEMENTFifteenth Loan Modification Agreement • April 11th, 2008 • Aspen Technology Inc /De/ • Services-computer programming services
This Fifteenth Loan Modification Agreement (this “Loan Modification Agreement”) is entered into on August 30, 2007 by and between SILICON VALLEY BANK, a California chartered bank, 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 (“Bank”) and ASPEN TECHNOLOGY, INC., a Delaware corporation with offices at Ten Canal Park, Cambridge, Massachusetts 02141 for itself and as successor by merger with ASPENTECH, INC., a Texas corporation with offices at Ten Canal Park, Cambridge, Massachusetts 02141 (“Borrower”).
THIRTEENTH LOAN MODIFICATION AGREEMENTThirteenth Loan Modification Agreement • April 11th, 2008 • Aspen Technology Inc /De/ • Services-computer programming services
This Thirteenth Loan Modification Agreement (this “Loan Modification Agreement”) is entered into on April 13, 2007 by and between SILICON VALLEY BANK, a California chartered bank, 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 (“Bank”) and ASPEN TECHNOLOGY, INC., a Delaware corporation with offices at Ten Canal Park, Cambridge, Massachusetts 02141 for itself and as successor by merger with ASPENTECH, INC., a Texas corporation with offices at Ten Canal Park, Cambridge, Massachusetts 02141 (“Borrower”).
EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 11th, 2008 • Aspen Technology Inc /De/ • Services-computer programming services
THIS EIGHTH AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into this 30th day of December, 2005, by and among Silicon Valley Bank (“Bank”), Aspen Technology, Inc., a Delaware corporation and AspenTech, Inc., a Texas corporation (jointly and severally, “Borrower”) whose address is Ten Canal Park, Cambridge, Massachusetts 02141.
SEVENTH AMENDMENT TO NON-RECOURSE RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • April 11th, 2008 • Aspen Technology Inc /De/ • Services-computer programming services
This Seventh Amendment to Non-Recourse Receivables Purchase Agreement (this “Amendment”) is entered into as of July 17, 2006, and is effective as of July 15, 2006, by and between SILICON VALLEY BANK, a California-chartered bank, 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 Ten Canal Park, Cambridge, Massachusetts 02141 (“Seller”).
SUBLEASE AGREEMENTSublease Agreement • April 11th, 2008 • Aspen Technology Inc /De/ • Services-computer programming services
THIS SUBLEASE AGREEMENT (the “Sublease Agreement”) is entered into as of September 5, 2007, by and between ASPEN TECHNOLOGY, INC., a Delaware corporation (“Sublandlord”) and EOP CANAL LEASECO LLC a Delaware limited liability company (“Subtenant”). The following exhibits and attachments are incorporated into and made a part of the Sublease Agreement Exhibit A (Outline and Location c-f Sublet Premises).
FIFTH LOAN MODIFICATION AGREEMENT - EXIMFifth Loan Modification Agreement • April 11th, 2008 • Aspen Technology Inc /De/ • Services-computer programming services
This Fifth Loan Modification Agreement - Exim (this “Loan Modification Agreement’) is entered into as of July 17, 2006, by and among (i) SILICON VALLEY BANK, a California chartered bank, 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 (“Bank”) and (ii) ASPEN TECHNOLOGY, INC., a Delaware corporation with offices at Ten Canal Park, Cambridge, Massachusetts 02141 for itself and as successor by merger with ASPENTECH, INC., a Texas corporation with offices at Ten Canal Park, Cambridge, Massachusetts 02141 (“Borrower”)
SECOND AMENDMENT TO LETTER AGREEMENTLetter Agreement • April 11th, 2008 • Aspen Technology Inc /De/ • Services-computer programming services • Illinois
This Second Amendment (“Amendment”) is entered into by and between Aspen Technology, Inc. (“Aspen”) and Sanwa Business Credit Corporation (“SBCC”) effective as of the 1st day of January, 1997.
LEASE Between One Wheeler Road Associates and Aspen Technology, Inc. for 60,177 Square Feet at 200 Wheeler Road Burlington, MassachusettsNon-Disturbance and Attornment Agreement • April 11th, 2008 • Aspen Technology Inc /De/ • Services-computer programming services • Massachusetts
Each reference in this Lease to any of the following subjects shall incorporate the data stated for that subject in this Section 1.1.
