ASPEN TECHNOLOGY INC /DE/
EXHIBIT 10.2
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>a2103342zex-10_2.txt
<DESCRIPTION>EXHIBIT 10.2
<TEXT>
<PAGE>

                                                                    Exhibit 10.2


                 EXPORT-IMPORT BANK LOAN AND SECURITY AGREEMENT

         THIS EXPORT-IMPORT BANK LOAN AND SECURITY AGREEMENT (this "Exim
Agreement") dated as of January 30, 2003, 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"
("Bank") and (i) ASPEN TECHNOLOGY, INC., a Delaware corporation with offices at
Ten Canal Park, Cambridge, Massachusetts 02141 and (ii) ASPENTECH, INC., a Texas
corporation with offices at Ten Canal Park, Cambridge, Massachusetts 02141
(jointly and severally, individually and collectively, "Borrower"), provides the
terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The
parties agree as follows:

SECTION 1.  RECITALS.

         A. Borrower and Bank are parties to that certain Loan and Security
Agreement of even date, as may be amended from time to time (as may be amended,
the "Domestic Agreement"), together with related documents executed in
conjunction therewith.

         B. Borrower and Bank desire in this Exim Agreement to set forth their
agreement with respect to a working capital facility to be guaranteed by the
Export-Import Bank of the United States (the "Exim Bank").

SECTION 2.  LOAN AND TERMS OF PAYMENT

         2.1 PROMISE TO PAY. Borrower hereby unconditionally promises to pay
Bank the unpaid principal amount of all Advances and interest on the unpaid
principal amount of the Advances as and when due in accordance with this Exim
Agreement.

         2.2 REVOLVING ADVANCES. Subject to the terms and conditions of this
Exim Agreement, Bank agrees to make Advances to Borrower in an amount not to
exceed, at any time outstanding, the Exim Committed Line or the Borrowing Base,
whichever is less, as determined by the Borrowing Base Certificate to be
delivered to the Bank.

         To evidence the Advances, Borrower shall execute and deliver to Bank on
the date hereof a promissory note (the "Note") in substantially the form
attached hereto as EXHIBIT B.

         Whenever Borrower desires an Advance, Borrower will notify Bank by
facsimile transmission or telephone no later than 3:00 p.m. Eastern time, on the
Business Day that the Advance is to be made together with any additional
documentation required under the Borrower Agreement, including without
limitation, as set forth in Section 2.03 of the Borrower Agreement. In addition
to the procedure set forth in the preceding sentence, Bank is authorized to make
Advances under this Exim Agreement, based upon instructions received from a
Responsible Officer or without instructions if in Bank's discretion such
Advances are necessary to meet Obligations which have become due and remain
unpaid. Bank shall be entitled to rely on any telephonic notice given by a
person who Bank reasonably believes to be a Responsible Officer or a designee
(as designated in writing by a Responsible Officer) thereof, and Borrower shall
indemnify and hold Bank harmless for any damages or loss suffered by Bank as a
result of such reliance. Bank will credit the amount of Advances made under this
Section to Borrower's deposit account. Amounts borrowed pursuant to this Section
may be repaid at any time and re-borrowed at any time during the term of this
Exim Agreement so long as no Event of Default has occurred and is continuing.

         2.3 FOREIGN EXCHANGE. If there is availability under the Exim Committed
Line and the Borrowing Base, then Borrower may enter in foreign exchange forward
contracts with the Bank under which Borrower commits to purchase from or sell to
Bank a set amount of foreign currency more than one business day after the
contract date (the "FX Contract"). Bank shall subtract up to 10% of each
outstanding FX Contract from the L/C - FX Sublimit (the "FX Reserve"). The total
FX Contracts at any one time may not exceed 10 times the amount of the FX
Reserve. Bank may terminate the FX Contracts if an Event of Default occurs and
is continuing.


                                       1

<PAGE>

         2.4 LETTERS OF CREDIT.

              (a) If there is availability under the Exim Committed Line and the
         Borrowing Base and no Event of Default then exists, Bank shall issue or
         have issued Commercial Letters of Credit (as defined in the Borrower
         Agreement) or Standby Letters of Credit (as defined in the Borrower
         Agreement) for Borrower's account for the purposes set forth in the
         Borrower Agreement (collectively, the "Letters of Credit"). Each Letter
         of Credit may have an expiry date later than the Exim Maturity Date
         provided that Borrower's Letter of Credit reimbursement obligation
         shall be secured by cash on terms acceptable to Bank (consistent with
         the procedures set forth in Section 6.2 of the Domestic Agreement) on
         and after (i) the Exim Maturity Date or (ii) the occurrence and the
         continuation of an Event of Default hereunder. All Letters of Credit
         shall be, in form and substance, acceptable to Bank in its sole
         discretion and shall be subject to the terms and conditions of Bank's
         form of standard Application and Letter of Credit Agreement. Borrower
         agrees to execute any further documentation in connection with the
         Commercial Letters of Credit as Bank may reasonably request.

              (b) The obligation of Borrower to immediately reimburse Bank for
         drawings made under Letters of Credit shall be absolute, unconditional
         and irrevocable, and shall be performed strictly in accordance with the
         terms of this Exim Agreement and such Letters of Credit, under all
         circumstances whatsoever. Borrower shall indemnify, defend, protect,
         and hold Bank harmless from any loss, cost, expense or liability,
         including, without limitation, reasonable attorneys' fees, arising out
         of or in connection with any Letters of Credit, other than those costs,
         expenses or liabilities directly caused by Bank's gross negligence or
         willful misconduct. Any payment by Bank under or in connection with a
         draw on any Letter of Credit shall constitute an Advance hereunder on
         the date such payment is made.

              (c) Borrower may request that Bank issue a Letter of Credit
         payable in a currency other than United States Dollars. If a demand for
         payment is made under any such Letter of Credit, Bank shall treat such
         demand as an Advance to Borrower of the equivalent of the amount
         thereof (plus cable charges) in United States currency at the then
         prevailing rate of exchange in San Francisco, California, for sales of
         that other currency for cable transfer to the country of which it is
         the currency.

              (d) Upon the issuance of any letter of credit payable in a
         currency other than United States Dollars, Bank shall create a reserve
         (the "Letter of Credit Reserve") hereunder for letters of credit
         against fluctuations in currency exchange rates, in an amount equal to
         ten percent (10%) of the face amount of such letter of credit. The
         amount of such reserve may be amended by Bank from time to time to
         account for fluctuations in the exchange rate as reasonably determined
         by Bank upon five (5) days' written notice to Borrower. The
         availability of funds hereunder shall be reduced by the amount of such
         reserve for so long as such letter of credit remains outstanding.

         2.5 L/C - FX SUBLIMIT. Notwithstanding anything to the contrary
contained herein, the face amount of outstanding Letters of Credit (including
drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve)
issued under this Exim Agreement plus the amount of the FX Reserve may not
exceed $7,000,000 in the aggregate (the "L/C - FX Sublimit"). In addition, the
aggregate amount of FX Reserve hereunder and the FX Reserve (as defined in the
Domestic Agreement) under the Domestic Agreement shall not exceed $2,000,000.

         2.6 OVERADVANCES. If, at any time or for any reason, the amount of
Obligations under this Exim Agreement owed by Borrower to Bank is greater than
the lesser of (i) the Borrowing Base or (ii) the Exim Committed Line, the
Borrower shall immediately pay to Bank, in cash, the amount of such excess.

         2.7 INTEREST RATE; PAYMENTS.

              (a) INTEREST RATE. Advances accrue interest on the outstanding
         principal balance at a per annum rate equal to the Prime Rate (as
         defined herein) plus one-half percent (0.50%). Notwithstanding the
         foregoing, upon Borrower's achievement of two consecutive quarters of
         positive net income (as determined by Bank), the interest rate
         hereunder shall be reduced to the Prime Rate in effect from time to
         time, plus


                                       2

<PAGE>

         zero percent (0.0%) per annum. Such reduction in the interest rate
         shall be effective five (5) business days after Bank receives
         sufficient (in it reasonable discretion) evidence of such achievement
         of positive net income. The interest rate applicable to the Obligations
         shall change on each date there is a change in the Prime Rate. After an
         Event of Default, Obligations shall bear interest at three percent
         (3.0%) above the rate effective immediately before the Event of
         Default. The interest rate shall increase or decrease when the Prime
         Rate changes. Interest is computed on the basis of a 360 day year for
         the actual number of days elapsed.

              (b) PAYMENTS. Interest is payable on the Payment Date of each
         month. Bank may debit any of Borrower's deposit accounts including
         Account Number 3300388194 for principal and interest payments or any
         amounts Borrower owes Bank, including, without limitation, Bank
         Expenses. Bank shall promptly notify Borrower when it debits Borrower's
         accounts. These debits are not a set-off. Payments received after 12:00
         noon Eastern time are considered received at the opening of business on
         the next Business Day. When a payment is due on a day that is not a
         Business Day, the payment is due the next Business Day and additional
         fees or interest, as applicable, shall continue to accrue.

         2.8 FEES. Borrower shall pay to Bank:

              (i) INITIAL FEE. A fully earned, non-refundable Initial Loan Fee
         (as defined in, and without duplication of, the Domestic Agreement) due
         on the date hereof;

              (ii) SUPPLEMENTAL FEE. A fully earned as of the date hereof,
         non-refundable Supplemental Loan Fee (as defined in, and without
         duplication of, the Domestic Agreement) due on January 29, 2004;

              (iii) LETTER OF CREDIT FEES. Borrower shall pay Bank's customary
         fees and expenses for the issuance of Letters of Credit; and

              (iv) BANK EXPENSES. All Bank Expenses (including reasonable
         attorneys' fees and expenses incurred through and after the date of
         this Exim Agreement) when due.

         2.9 USE OF PROCEEDS. Borrower will use the proceeds of Advances only
for the purposes specified in the Borrower Agreement. Borrower shall not use the
proceeds of the Advances for any purpose prohibited herein or by the Borrower
Agreement.

         2.10 TERM. This Exim Agreement shall become effective once duly
executed and authorized by Borrower and Bank and shall continue in full force
and effect for a term ending on the Exim Maturity Date, on which date all
Obligations shall become immediately due and payable. Borrower may terminate
this Exim Agreement at any time upon three (3) days prior written notice to Bank
and upon full payment and performance of all Obligations outstanding hereunder,
including, without limitation, the delivery of cash or cash equivalents as
security for any outstanding, but undrawn, Letters of Credit consistent with
Section 6.2 of the Domestic Agreement.

         SECTION 3. CONDITIONS OF LOANS

         3.1 CONDITIONS PRECEDENT TO ALL ADVANCES. The obligation of Bank to
make each Advance, including the initial Advance, is subject to the following
conditions:

              (a) timely receipt by Bank of a Borrowing Base Certificate as
         defined in the Borrower Agreement;

              (b) the Exim Guarantee shall be in full force and effect; and


                                       3

<PAGE>

              (c) except as otherwise disclosed to the Bank, the representations
         and warranties contained in Section 5 hereof shall be true and accurate
         in all material respects on and as of the date of such Advance as
         though made at and as of each such date (except to the extent they
         relate specifically to an earlier date, in which case such
         representations and warranties shall continue to have been true and
         accurate as of such date), and no potential Event of Default or Event
         of Default shall have occurred and be continuing, or would result from
         such Advance.

         The making of each Advance shall be deemed to be a representation and
warranty by Borrower on the date of such Advance as to the accuracy of the facts
referred to in this Section 3.1.

         SECTION 4. CREATION OF SECURITY INTEREST

         4.1 GRANT OF SECURITY INTEREST. Borrower hereby grants Bank, to secure
the payment and performance in full of all of the Obligations and the
performance of each of Borrower's duties under the Loan Documents, a continuing
security interest in, and pledges and assigns to the Bank, the Collateral,
wherever located, whether now owned or hereafter acquired or arising, and all
proceeds and products thereof. Subject to this Section 4.1, the terms of the
Domestic Agreement and Permitted Liens, the security interest granted herein
shall be a first priority security interest in the Collateral. Notwithstanding
the foregoing, it is expressly acknowledged and agreed that the security
interest created in this Exim Agreement in all of the Collateral (with the
exception of Exim Eligible Foreign Accounts, but only to the extent any Advances
are actually made by the Bank to the Borrower based upon such Exim Eligible
Foreign Accounts), is subject to and subordinate to the security interest
granted to the Bank in the Domestic Agreement with respect to the Collateral.
The Collateral may also be subject to Permitted Liens. Bank may, while an Event
of Default continues, place a "hold" on any Deposit Account pledged as
collateral. Except as described on the Schedule, Borrower is not a party to, nor
is bound by, any material license or other material agreement with respect to
which the Borrower is the licensee that prohibits or otherwise restricts
Borrower from granting a security interest in Borrower's interest in such
license or agreement or any other property. Without prior consent from Bank,
Borrower shall not enter into, or become bound by, any such license or agreement
which is reasonably likely to have a material impact on Borrower's business or
financial condition. Borrower shall take such steps as Bank reasonably requests
to obtain the consent of, or waiver by, any person whose consent or waiver is
necessary for all such licenses or contract rights to be deemed "Collateral" and
for Bank to have a security interest in it that might otherwise be restricted or
prohibited by law or by the terms of any such license or agreement, whether now
existing or entered into in the future. If Borrower shall at any time, acquire a
commercial tort claim in excess of $250,000 Borrower shall promptly notify Bank
in a writing signed by Borrower of the brief details thereof and grant to Bank
in such writing a security interest therein and in the proceeds thereof, all
upon the terms of this Exim Agreement, with such writing to be in form and
substance reasonably satisfactory to Bank. Borrower agrees that any disposition
of the Collateral in violation of this Exim Agreement (unless permitted pursuant
to the Domestic Agreement), by either the Borrower or any other Person, shall be
deemed to violate the rights of the Bank under the Code. If this Exim Agreement
is terminated, Bank's lien and security interest in the Collateral shall
continue until Borrower fully satisfies its Obligations.

         4.2 RELEASE OF CERTAIN COLLATERAL. If Bank releases certain Collateral
from the Domestic Agreement pursuant to Section 2.2 or Section 2.3 thereof, Bank
shall also enter into a substantially identical amendment to this Exim Agreement
to modify the Collateral granted hereunder consistent with Section 2.2 and
Section 2.3 of the Domestic Agreement.

         SECTION 5. REPRESENTATIONS AND WARRANTIES

         Borrower represents, warrants and covenants as follows:

         5.1 DOMESTIC LOAN DOCUMENTS. The representations and warranties
contained in the Domestic Loan Documents, which are incorporated by reference
into this Exim Agreement, are true and correct.


                                       4

<PAGE>

         SECTION 6. AFFIRMATIVE COVENANTS

         Borrower covenants and agrees that, until payment in full of all
Obligations, it shall do all of the following:

         6.1 DOMESTIC LOAN DOCUMENTS. Borrower shall comply in all respects with
the terms and provisions of the Domestic Loan Documents, which terms and
provisions are incorporated into this Exim Agreement and shall survive the
termination of Domestic Agreement, which shall include, without limitation,
compliance with the financial reporting requirements set forth in the Domestic
Agreement and the financial covenants set forth the Domestic Agreement.

         6.2 BORROWER AGREEMENT. Unless otherwise waived in writing by Exim
Bank, Borrower shall comply with all of the terms of the Borrower Agreement,
including without limitation, the delivery of any and all notices required
pursuant to Sections 2.11 and/or 2.18 of the Borrower Agreement. In the event of
any conflict or inconsistency between any provision contained in the Borrower
Agreement with any provision contained in this Exim Agreement, the more strict
provision, with respect to Borrower, shall control.

         6.3 NOTICE IN EVENT OF FILING OF ACTION FOR DEBTOR'S RELIEF. Borrower
shall notify Bank in writing within five (5) days of the occurrence of any of
the following: (1) Borrower begins or consents in any manner to any proceeding
or arrangement for its liquidation in whole or in part or to any other
proceeding or arrangement whereby any of its assets are subject generally to the
payment of its liabilities or whereby any receiver, trustee, liquidator or the
like is appointed for it or any substantial part of its assets (including
without limitation the filing by Borrower of a petition for appointment as
debtor-in-possession under Title 11 of the U.S. Code); (2) Borrower fails to
obtain the dismissal or stay on appeal within forty-five (45) calendar days of
the commencement of any proceeding arrangement referred to in (1) above; (3)
Borrower begins any other procedure for the relief of insolvent debtors, or such
procedure has been commenced against it, whether voluntarily or involuntarily,
and such procedure has not been effectively terminated, dismissed or stayed
within thirty (30) calendar days after the commencement thereof, or (4) Borrower
begins any procedure for its dissolution, or a procedure therefor has been
commenced against it.

         6.4 CURRENCY. Borrower shall require payment in United States Dollars
or an Accpetable Foreign Currency for the products, unless the Exim Bank
otherwise agrees in writing hereafter.

         6.5 FURTHER ASSURANCES. At any time and from time to time Borrower
shall (i) execute and deliver such further instruments, (ii) take such further
action as may reasonably be requested by Bank, and (iii) deliver such additional
information, reports, contracts, invoices and other data concerning the
Collateral in each case as may reasonably be requested by Bank, all of the
foregoing in furtherance of the purposes of this Exim Agreement.

         SECTION 7. NEGATIVE COVENANTS

         Prior to the (i) payment in full of outstanding Obligations, and (ii)
termination of Bank's commitment to make any Advance, Borrower shall not do any
of the following without the Bank's written consent:

         7.1 DOMESTIC LOAN DOCUMENTS. Violate or otherwise fail to comply with
any provisions of the Domestic Loan Documents, which provisions are incorporated
into this Exim Agreement.

         7.2 BORROWER AGREEMENT. Violate or otherwise fail to comply with any
provision of the Borrower Agreement, including without limitation the negative
covenants set forth in Section 2.15.

         7.3 EXIM GUARANTEE. Take any action, or permit any action to be taken,
that causes or, with the passage of time, could reasonably be expected to cause,
the Exim Guarantee to cease to be in full force and effect.


                                       5

<PAGE>

         SECTION 8. EVENTS OF DEFAULT

         Any one of the following is an Event of Default:

         8.1 PAYMENT DEFAULT. If Borrower fails to pay when due, any of the
monetary Obligations.

         8.2 COVENANT DEFAULT; CROSS DEFAULT. If Borrower fails or neglects to
perform, keep, or observe(i) any material non-monetary Obligations, term,
provision, condition, covenant, or agreement contained in this Exim Agreement or
the Borrower Agreement, which failure is not cured within twenty (20) Business
Days after the earlier of (x) Borrower's knowledge of same or (y) Bank's notice
to Borrower, or (ii) an Event of Default occurs under any of the Domestic Loan
Documents past any applicable cure periods, which terms and provisions are
incorporated into this Exim Agreement and shall survive the termination of the
Domestic Agreement; or

         8.3 EXIM GUARANTEE. If the Exim Guarantee ceases for any reason to be
in full force and effect, or if the Exim Bank declares the Exim Guarantee void
or revokes or purports to revoke any obligations under the Exim Guarantee.

         SECTION 9. BANK'S RIGHTS AND REMEDIES

         9.1 RIGHTS AND REMEDIES. When an Event of Default occurs and continues
beyond any applicable notice and cure period, Bank may, without notice or
demand, do any or all of the following:

              (a) Declare all Obligations immediately due and payable (but if an
         Event of Default described in Section 7.1(i) of the Domestic Agreement
         occurs all Obligations are immediately due and payable without any
         action by Bank);

              (b) Stop advancing money or extending credit for Borrower's
         benefit under this Exim Agreement or under any other agreement between
         Borrower and Bank;

              (c) Settle or adjust disputes and claims directly with account
         debtors for amounts, on terms and in any order that Bank considers
         advisable;

              (d) Make any payments and do any acts it considers necessary or
         reasonable to protect its security interest in the Collateral. Borrower
         shall assemble the Collateral if Bank requests and make it available as
         Bank designates. Bank may, in accordance with applicable law and in a
         commercially reasonable manner, enter premises where the Collateral is
         located, take and maintain possession of any part of the Collateral,
         and pay, purchase, contest, or compromise any Lien which appears to be
         prior or superior to its security interest and pay all expenses
         incurred. Borrower grants Bank a license to enter and occupy any of its
         premises, without charge, to exercise any of Bank's rights or remedies;

              (e) Apply to the Obligations any (i) balances and deposits of
         Borrower it holds, or (ii) any amount held by Bank owing to or for the
         credit or the account of Borrower;

              (f) Ship, reclaim, recover, store, finish, maintain, repair,
         prepare for sale, advertise for sale, and sell the Collateral.

              (g) Dispose of the Collateral according to the Code.

         9.2 EXIM DIRECTION. Upon the occurrence and during the continuance of
an Event of Default, Exim Bank shall have a right to: (i) direct Bank to
exercise the remedies specified in Section 9.1 and (ii) request that Bank
accelerate the maturity of any other loans to Borrower as to which Bank has a
right to accelerate.

         9.3 EXIM NOTIFICATION. Bank shall have the right to immediately notify
Exim Bank in writing if it has knowledge of the occurrence of any of the
following events: (1) any failure to pay any amount due under this Exim
Agreement or the Note; (2) the Borrowing Base is less than the sum of
outstanding Advances hereunder; (3) any failure to pay when due any amount
payable to Bank by the Borrower under any loan(s) extended by Bank to Borrower;
(4) the filing of an action for debtor's relief by, against, or on behalf of
Borrower; or (5) any threatened or pending material litigation against Borrower,
or any material dispute involving Borrower.


                                       6

<PAGE>

         In the event that it sends such a notification to Exim Bank, Bank shall
have the right to thereafter send Exim Bank a written report on the status of
the events covered by said notification on each Business Day which occurs every
thirty (30) calendar days after the date of said notification, until such time
as Bank files a claim with Exim Bank or said default or other events have been
cured. Bank shall not have any obligation to make any Advances following said
notification to Exim Bank, unless Exim Bank gives its written approval thereto.
If directed to do so by Exim Bank, Bank shall have a right promptly to exercise
any rights it may have against Borrower to demand the immediate repayment of all
amounts outstanding under the Exim Loan Documents.

         9.4 REMEDIES CUMULATIVE. Bank's rights and remedies under this Exim
Agreement, the Exim Loan Documents, the Domestic Loan Documents and all other
agreements shall be cumulative. Bank shall have all other rights and remedies
not inconsistent herewith as provided under the Code, by law, or in equity. No
exercise by Bank of one right or remedy shall be deemed an election, and no
waiver by Bank of any Event of Default on Borrower's part shall be deemed a
continuing waiver. No delay by Bank shall constitute a waiver, election, or
acquiescence by it. No waiver by Bank shall be effective unless made in a
written document signed on behalf of Bank and then shall be effective only in
the specific instance and for the specific purpose for which it was given.

         9.5 POWER OF ATTORNEY. Borrower hereby irrevocably appoints Bank as its
lawful attorney-in-fact, to be effective upon the occurrence and during the
continuance of an Event of Default, to: (i) endorse Borrower's name on any
checks or other forms of payment or security; (ii) sign Borrower's name on any
invoice or bill of lading for any Account or drafts against account debtors;
(iii) settle and adjust disputes and claims about the Accounts directly with
account debtors, for amounts and on terms Bank determines reasonable; (iv) make,
settle, and adjust all claims under Borrower's insurance policies; and (v)
transfer the Collateral into the name of Bank or a third party as the Code
permits. Borrower hereby appoints Bank its power of attorney to sign Borrower's
name on any documents necessary to perfect or continue the perfection of any
security interest regardless of whether an Event of Default has occurred until
all Obligations have been satisfied in full and Bank is under no further
obligation to make Advances hereunder. Bank's foregoing appointment as
Borrower's attorney in fact, and all of Bank's rights and powers, coupled with
an interest, are irrevocable until all Obligations have been fully repaid and
performed and Bank's obligation to provide Advances terminates.

         9.6 ACCOUNTS COLLECTION. In the event that an Event of Default occurs
and is continuing, Bank may notify any Person owing Borrower money of Bank's
security interest in the funds and verify and/or collect the amount of the
Account. Any amounts received by Borrower shall be held in trust by Borrower for
Bank, and, if requested by Bank, Borrower shall immediately deliver such
receipts to Bank in the form received from the account debtor, with proper
endorsements for deposit.

         9.7 BANK EXPENSES. Any amounts paid by Bank as provided herein are Bank
Expenses and are immediately due and payable, and shall bear interest at the
then applicable rate and be secured by the Collateral. No payments by Bank shall
be deemed an agreement to make similar payments in the future or Bank's waiver
of any Event of Default.

         9.8 BANK'S LIABILITY FOR COLLATERAL. So long as the Bank complies with
reasonable banking practices regarding the safekeeping of collateral, the Bank
shall not be liable or responsible for: (a) the safekeeping of the Collateral;
(b) any loss or damage to the Collateral; (c) any diminution in the value of the
Collateral; or (d) any act or default of any carrier, warehouseman, bailee, or
other person. Subject to the foregoing, Borrower bears all risk of loss, damage
or destruction of the Collateral.

         9.9 DEMAND WAIVER. Borrower waives demand, notice of default or
dishonor, notice of payment and nonpayment, notice of any default, nonpayment at
maturity, release, compromise, settlement, extension, or renewal of accounts,
documents, instruments, chattel paper, and guarantees held by Bank on which
Borrower is liable.


                                       7

<PAGE>


         SECTION 10. NOTICES

         Unless otherwise provided in this Exim Agreement, all notices or
demands by any party relating to this Exim Agreement or any other agreement
entered into in connection herewith shall be in writing and (except for
financial statements and other informational documents which may be sent by
first-class mail, postage prepaid) shall be personally delivered or sent by a
recognized overnight delivery service, by certified mail, postage prepaid,
return receipt requested, or by telefacsimile to Borrower or to Bank, as the
case may be, at the address set forth in the Domestic Loan Documents. The
parties hereto may change the address at which they are to receive notices
hereunder, by notice in writing in the foregoing manner given to the other.

         SECTION 11. CHOICE OF LAW, VENUE AND JURY TRIAL WAIVER

         Massachusetts law governs the Loan Documents without regard to
principles of conflicts of law. Borrower and Bank each submit to the
non-exclusive jurisdiction of the State and Federal courts in Massachusetts;
provided, however, that if for any reason Bank cannot avail itself of such
courts in the Commonwealth of Massachusetts, Borrower accepts jurisdiction of
the courts and venue in Santa Clara County, California.

BORROWER AND BANK EACH WAIVE THEIR RIGHT TO A JURY TRIAL OF ANY CLAIM OR
CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS EXIM AGREEMENT, THE LOAN
DOCUMENTS OR ANY CONTEMPLATED TRANSACTION, INCLUDING CONTRACT, TORT, BREACH
OF DUTY AND ALL OTHER CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR BOTH
PARTIES TO ENTER INTO THIS EXIM AGREEMENT. EACH PARTY HAS REVIEWED THIS
WAIVER WITH ITS COUNSEL.

         SECTION 12. GENERAL PROVISIONS

         12.1 SUCCESSORS AND ASSIGNS. This Exim Agreement binds and is for the
benefit of the successors and permitted assigns of each party. Borrower may not
assign this Exim Agreement or any rights or Obligations under it without Bank's
prior written consent. Bank has the right, without the consent of or notice to
Borrower, to sell, transfer, negotiate, or grant participation in all or any
part of, or any interest in, Bank's obligations, rights and benefits under this
Exim Agreement, the Loan Documents or any related agreement.

         12.2 INDEMNIFICATION. Borrower hereby indemnifies, defends and holds
the Bank and its officers, employees and agents harmless against: (a) all
obligations, demands, claims, and liabilities asserted by any other party in
connection with the transactions contemplated by the Loan Documents; and (b) all
losses or Bank Expenses incurred, or paid by Bank from, following, or
consequential to transactions between Bank and Borrower (including reasonable
attorneys' fees and expenses), except for losses caused by Bank's gross
negligence or willful misconduct.

         12.3 RIGHT OF SET-OFF. Borrower and any guarantor hereby grant to Bank,
a lien, security interest and right of setoff as security for all Obligations to
Bank, whether now existing or hereafter arising upon and against all deposits,
credits, collateral and property, now or hereafter in the possession, custody,
safekeeping or control of Bank or any entity under the control of the Bank or in
transit to any of them. At any time after the occurrence and during the
continuance of an Event of Default, without demand or notice, Bank may set off
the same or any part thereof and apply the same to any liability or obligation
of Borrower and any guarantor even though unmatured and regardless of the
adequacy of any other collateral securing the loan. ANY AND ALL RIGHTS TO
REQUIRE BANK TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER
COLLATERAL WHICH SECURES THE LOAN, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH
RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF THE BORROWER OR ANY
GUARANTOR, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.

         12.4 TIME OF ESSENCE. Time is of the essence for the performance of all
Obligations in this Exim Agreement.


                                       8

<PAGE>

         12.5 SEVERABILITY OF PROVISION. Each provision of this Exim Agreement
is severable from every other provision in determining the enforceability of any
provision.

         12.6 AMENDMENTS IN WRITING; INTEGRATION. All amendments to this Exim
Agreement must be in writing signed by both Bank and Borrower. This Exim
Agreement and the Loan Documents represent the entire agreement about this
subject matter, and supersede prior negotiations or agreements. Without the
prior written consent of Exim Bank, no material amendment of or deviation from
the terms of this Exim Agreement or the Note shall be made that would adversely
affect the interests of Exim Bank under the Exim Guarantee, including without
limitation the rescheduling of any payment terms provided for in this Exim
Agreement. All prior agreements, understandings, representations, warranties,
and negotiations between the parties about the subject matter of this Exim
Agreement and the Loan Documents merge into this Exim Agreement and the Loan
Documents.

         12.7 COUNTERPARTS. This Exim Agreement may be executed in any number of
counterparts and by different parties on separate counterparts, each of which,
when executed and delivered, are an original, and all taken together, constitute
one agreement.

         12.8 CONFIDENTIALITY. In handling any confidential information, Bank
shall exercise the same degree of care that it exercises for its own proprietary
information, but disclosure of information may be made: (i) to Bank's
subsidiaries or affiliates in connection with their present or prospective
business relations with Borrower (provided such subsidiaries or affiliates shall
comply with comparable confidentiality provisions); (ii) to prospective
transferees or purchasers of any interest in this Exim Agreement (provided such
transferees or purchasers shall comply with comparable confidentiality
provisions); (iii) as required by law, regulation, subpoena, or other order;
(iv) as required in connection with Bank's examination or audit; and (v) as Bank
considers appropriate in exercising remedies under this Exim Agreement.
Confidential information does not include information that either: (a) is in the
public domain or in Bank's possession when disclosed to Bank, or becomes part of
the public domain after disclosure to Bank (through no act or omission of Bank);
or (b) is disclosed to Bank by a third party, which third party is not under any
non-disclosure obligation.

         12.9 SURVIVAL. All covenants, representations and warranties made in
this Exim Agreement continue in full force while any Obligations remain
outstanding. The obligation of Borrower in Section 12.2 to indemnify Bank shall
survive until the statute of limitations with respect to such claim or cause of
action shall have run.

         SECTION 13. DEFINITIONS

         13.1 DEFINITIONS. EXCEPT AS OTHERWISE DEFINED, TERMS THAT ARE
CAPITALIZED IN THIS EXIM AGREEMENT SHALL HAVE THE MEANINGS ASSIGNED IN THE
DOMESTIC LOAN DOCUMENTS. As used in this Exim Agreement, the following terms
shall have the following definitions:

              "ACCEPTABLE FOREIGN CURRENCY" means any one of Swiss Francs,
         British Pounds, the Euro and Japanese Yen.

              "ACCOUNTS" means all presently existing and hereafter arising
         accounts, contract rights, and all other forms of obligations owing to
         Borrower arising out of the sale or lease of goods (including, without
         limitation, the licensing of software and other technology) or the
         rendering of services by Borrower, whether or not earned by
         performance, and any and all credit insurance, guaranties, and other
         security therefor, as well as all merchandise returned to or reclaimed
         by Borrower and Borrower's books relating to any of the foregoing.

              "ADVANCES" means any loans or other extensions of credit
         hereunder.


                                       9

<PAGE>

              "BANK EXPENSES" means all: reasonable costs or expenses (including
         reasonable attorneys' fees and expenses) incurred in connection with
         the preparation, negotiation, and administration of the Exim Loan
         Documents, including any reasonable costs incurred in relation to
         opposing or seeking to obtain relief from any stay or restructuring
         order prohibiting Bank from exercising its rights as a secured
         creditor, foreclosing upon or disposing of Collateral, or such related
         matters; and Bank's reasonable attorneys' fees and reasonable expenses
         incurred in enforcing or defending the Exim Loan Documents, whether or
         not suit is brought, unless a final court of competent jurisdiction
         finds the Bank acted with gross negligence or willful misconduct.

              "BORROWER AGREEMENT" means the Export-Import Bank of the United
         States Working Capital Guarantee Program Borrower Agreement between
         Borrower and Bank.

              "BORROWING BASE" means an amount equal to (A) eighty percent (80%)
         (which percentage may increase pursuant to the results of Bank's field
         audit of Borrower's Accounts in accordance with the Advance Rate Chart,
         as defined in the Domestic Agreement)(the "Hedged Exim Advance Rate")
         of Exim Eligible Foreign Accounts which Exim Eligible Foreign Accounts
         (i) are billed and collected by the Borrower in the United States AND
         (ii) if payable in an Acceptable Foreign Currency, Borrower has made
         arrangements satisfactory to the Bank in its reasonable discretion with
         respect to a hedge on such Exim Eligible Foreign Accounts, PROVIDED
         HOWEVER that such percentage shall be reduced to seventy percent (70%)
         (which percentage may increase pursuant to the results of Bank's field
         audit of Borrower's Accounts in accordance with the Advance Rate Chart,
         as defined in the Domestic Agreement)(the "Non-Hedged Exim Advance
         Rate") with respect to Exim Eligible Foreign Accounts which (x) are
         billed and collected by the Borrower in the United States, (y) are
         billed in any Acceptable Foreign Currency and (z) Borrower has NOT made
         arrangements satisfactory to the Bank in its reasonable discretion with
         respect to a hedge on such Exim Eligible Foreign Accounts, MINUS (B)
         the aggregate amount of all Advances outstanding hereunder, MINUS (C)
         twenty-five percent (25%) of the face amount all issued but undrawn
         Letters of Credit issued hereunder, minus (D) the FX Reserve.

              "COLLATERAL" is the property described on EXHIBIT A.

              "DOMESTIC AGREEMENT" has the meaning set forth in recital
         paragraph A.

              "DOMESTIC LOAN DOCUMENTS" means the Domestic Agreement and all
         instruments, documents, and agreements executed in connection with the
         Domestic Agreement.

              "EXIM BANK" means Export-Import Bank of the United States.

              "EXIM COMMITTED LINE" means Ten Million Dollars ($10,000,000),
         MINUS (i) the aggregate amount of all Advances outstanding hereunder,
         MINUS (ii) the aggregate face amount of all issued but undrawn Letters
         of Credit issued hereunder, MINUS (iii) the FX Reserve.

              "EXIM ELIGIBLE FOREIGN ACCOUNTS" means those Accounts payable in
         United States Dollars or an Acceptable Foreign Currency that arise in
         the ordinary course of Borrower's business and are derived from exports
         originating in the United States AND (i) with respect to which the
         account debtor is not a resident of the United States; (ii) that have
         been validly assigned or pledged to Bank in a manner satisfactory to
         the Bank giving the Bank a first priority perfected security interest,
         or its equivalent, in such Accounts, (iii) comply with all of
         Borrower's representations and warranties to Bank, and (iv) that either
         (A) the Bank approves on a case by case basis (which shall be required
         for Accounts on open account terms with respect to an Account Debtor
         whose total obligations exceed twenty-five percent (25%) of the
         aggregate dollar amount of all foreign Accounts), or (B) are supported
         by letter(s) of credit acceptable to Bank. Standards of eligibility may
         be fixed revised from time to time by Bank in Bank's reasonable
         judgment and upon notification thereof to the Borrower in accordance
         with the provisions hereof. Exim Eligible Foreign Accounts shall NOT
         include the following:

              (a) Accounts with a term in excess of one hundred twenty (120)
         days from the date of invoice;


                                       10

<PAGE>

              (b) Accounts that the account debtor has failed to pay within
         sixty (60) calendar days of the original due date of the invoice unless
         such accounts are insured through Exim Bank export credit insurance for
         comprehensive commercial and political risk, or through Exim Bank
         approved private insurers for comparable coverage, in which case ninety
         (90) calendar days shall apply;

              (c) Account which arise for the sales of items not in the ordinary
         course of Borrower's business;

              (d) Accounts not owned by Borrower or which are subject to any
         rights, claim or interest of another Person or than the lien in favor
         of Bank, to the extent of such right, claim or interest;

              (e) Accounts with respect to which an invoice has not been sent;

              (f) Accounts billed and payable outside of the United States;

              (g) Accounts with respect to an account debtor, fifty percent
         (50%) or more of whose Accounts the account debtor has failed to pay
         within sixty (60) days of the invoice due date;

              (h) Accounts with respect to an account debtor, including
         Subsidiaries and Affiliates, whose total obligations to Borrower exceed
         twenty-five percent (25%) of the aggregate dollar amount of all foreign
         Accounts, for the amounts that exceed that percentage, unless Bank
         approves in writing;

              (i) Accounts payable in currency other than United States Dollars
         or an Acceptable Foreign Currency;

              (j) Accounts generated by the sale of products purchased for
         military purposes or that are due and payable from a military Buyer;

              (k) Accounts, if any, generated by sales of Inventory which
         constitutes defense articles or defense services;

              (l) Accounts with respect to which the account debtor is located
         in a country in which Exim Bank is legally prohibited from doing
         business as designated in the Country Limitation Schedule (as such term
         is defined in the Borrower Agreement);

              (m) Accounts with respect to which the account debtor is an
         Affiliate;

              (n) Accounts backed by a letter of credit unacceptable to Bank or
         not negotiated by Bank;

              (o) Accounts evidenced by a letter of credit until the date of
         shipment of the items covered by the subject letter of credit;

              (p) The equivalent portion of Accounts with credit balances over
         sixty (60) days from invoice due date;

              (q) So called contra Accounts, accounts payable, customer deposit
         or credit accounts, to the extent of such offset;

              (r) Accounts from demonstration or promotional equipment, or in
         which goods are consigned, sales guaranteed, sales or return, sales on
         approval, bill and hold, or other terms if the Account Debtor's payment
         may be conditional or subject to acceptance;


                                       11

<PAGE>


              (s) Accounts with respect to which the account debtor has disputed
         liability or makes any claim with respect thereto (but only to the
         extent of the amount subject to such dispute or claim), or is subject
         to any Insolvency Proceeding, or becomes insolvent, or goes out of
         business, or the Account is uncollectible for any reason;

              (t) Accounts as to which any covenant, representation or warranty
         contained in the Loan Documents with respect to such Account has been
         breached.

              (u) Accounts as to which Bank does not have a valid, perfected
         first priority lien, subject to Permitted Liens.

              (v) Accounts for which the items giving rise to such Account have
         not been shipped and delivered to and accepted by the Account Debtor or
         the services giving rise to such Account have not been performed by
         Borrower and accepted by the Account Debtor or the Account does not
         represent a final sale or goods or services.

              (w) Accounts for which Borrower has made any agreement with the
         Account Debtor for any deduction therefrom, except for discounts or
         allowances made in the ordinary course of business for prompt payment,
         all of which discounts or allowances are reflected in the calculation
         of the face value of each respective invoice related thereto.

              (x) Accounts for which any of the items giving rise to such
         Accounts have been returned, rejected or repossessed, to the extent of
         such returned, rejected or repossessed of items;

              (y) Accounts due under a fulfillment or requirements contract with
         the Account Debtor or represent Deferred Revenue (provided, however,
         Deferred Revenue offsets will not be deemed ineligible (if otherwise
         eligible hereunder) as long as Borrower maintains, at all times, an
         Adjusted Quick Ratio of at least 1.25 to 1.0);

              (z) Accounts the collection of which Bank or Exim Bank determines
         in its reasonable judgment to be doubtful; and

              (aa) Accounts which are not "Eligible Export-Related Accounts
         Receivable", as such term is defined in the Borrower Agreement.

              "EXIM GUARANTEE" means that certain Master Guarantee Agreement or
         other agreement, as amended from time to time, the terms of which are
         incorporated by reference into this Exim Agreement, pursuant to which
         Exim Bank guarantees Borrower's obligations under this Exim Agreement.

              "EXIM LOAN DOCUMENTS" means, collectively, this Exim Agreement,
         the Domestic Loan Documents, any note or notes executed by Borrower,
         and any other agreement entered into between Borrower and Bank in
         connection with this Exim Agreement, all as amended or extended from
         time to time.

              "EXIM MATURITY DATE" is January 29, 2005.

              "FX CONTRACTS" as defined in Section 2.3.

              "FX RESERVE" as defined in Section 2.3.

              "L/C - FX SUBLIMIT" is defined in Section 2.5.

              "NOTE" is defined in Section 2.2.


                                       12

<PAGE>


              "OBLIGATIONS" shall mean all debts, principal, interest, Advances,
         Commercial Letters of Credit, FX Contracts, Bank Expenses arising under
         the Exim Loan Documents, the Borrower Agreement, the Domestic Loan
         Documents, including interest accruing after Insolvency Proceedings
         begin.

              "PAYMENT DATE" means the first calendar day of each month
         commencing on the first such date after the date hereof and ending on
         the Exim Maturity Date.

              "PRIME RATE" means the greater of (i) 4.25% or (ii) the rate
         announced from time to time by Bank as its "prime rate;" it is a base
         rate upon which other rates charged by Bank are based, and it is not
         necessarily the best rate available at Bank.

              "RESPONSIBLE OFFICER" means each of the Chief Executive Officer
         and Chief Financial Officer of the Borrower.


                                       13

<PAGE>



         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as a sealed instrument under the laws of the Commonwealth of
Massachusetts as of the date first above written.

BORROWER:

ASPEN TECHNOLOGY, INC.

By: /s/ LISA W. ZAPPALA
   ----------------------------------
Name:  Lisa W. Zappala
Title: Senior Vice President and
       Chief Financial Officer

ASPENTECH, INC.

By: /s/ LISA W. ZAPPALA
   ----------------------------------
Name:  Lisa W. Zappala
Title: Treasurer

Bank:

SILICON VALLEY BANK, d/b/a

SILICON VALLEY EAST

By: /s/ JOHN V. ATANASOFF
   ----------------------------------
Name:  John V. Atanasoff
Title: Vice President


                                       14

<PAGE>


                                    EXHIBIT A

         The Collateral consists of all of Borrower's right, title and interest
in and to the following:

         All goods, equipment, inventory, contract rights or rights to payment
of money, leases, license agreements, franchise agreements, general intangibles
(including payment intangibles), accounts (including health-care receivables),
documents, instruments (including any promissory notes), chattel paper (whether
tangible or electronic), cash, deposit accounts, fixtures, letters of credit
rights (whether or not the letter of credit is evidenced by a writing),
commercial tort claims, securities, and all other investment property,
supporting obligations, and financial assets, whether now owned or hereafter
acquired, wherever located.

         All Borrower's Books relating to the foregoing and any and all claims,
rights and interests in any of the above and all substitutions for, additions,
attachments, accessories, accessions and improvements to and replacements,
products, proceeds and insurance proceeds of any or all of the foregoing.

The Collateral, however, does not include Intellectual Property. Notwithstanding
the foregoing, the Collateral shall include all accounts, license and royalty
fees and other revenues, proceeds, or income arising out of or relating to any
of the Intellectual Property. As used herein, (i) "Intellectual Property" means:
any and all Copyrights, any and all trade secrets, and any and all intellectual
property rights in computer software and computer software products now or
hereafter existing, created, acquired or held, any and all design rights which
may be available to Borrower now or hereafter existing, created, acquired or
held, all Mask Works or similar rights available for the protection of
semiconductor chips, all Patents; any Trademarks, all licenses or other rights
to use any of the Copyrights, Patents, Trademarks, or Mask Works, and all
amendments, extensions, renewals and extensions of any of the Copyrights,
Trademarks, Patents, or Mask Works; (ii) "Copyrights" means any and all
copyright rights, copyright applications, copyright registrations and like
protections in each work of authorship and derivative work thereof, whether
published or unpublished and whether or not the same also constitutes a trade
secret, now or hereafter existing, created, acquired or held; (iii) "Mask Works"
means all mask work or similar rights available for the protection of
semiconductor chips, now owned or hereafter acquired; (iv) "Patents" means all
patents, patent applications and like protections including without limitation
improvements, divisions, continuations, renewals, reissues, extensions and
continuations-in-part of the same and (v) "Trademarks" means any trademark and
servicemark rights, whether registered or not, applications to register and
registrations of the same and like protections, and the entire goodwill of the
business of Borrower connected with and symbolized by such trademarks.

Notwithstanding the foregoing, with respect to the shares of stock of Borrower's
subsidiaries organized under the laws of a jurisdiction outside of the United
States (each, a "Foreign Subsidiary"), the term Collateral shall include only
65% of the shares owned by Borrower in each such Foreign Subsidiary.

Notwithstanding the foregoing, the Collateral shall not include the New
Accenture Collateral (as defined in the Domestic Agreement).


                                       15





</TEXT>
</DOCUMENT>
