Amendment to the Preferred Stock Purchase Agrmt.



  
 Exhibit 4.1 
  
 EXECUTION COPY 
  
 AMENDMENT TO THE

 PREFERRED STOCK PURCHASE AGREEMENT 
  
 AMENDMENT TO THE PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”) is dated as of November 22, 2002 between Aspect Communications Corporation, a California corporation (the “Company”)
and Vista Equity Fund II, LP, a Cayman Islands exempted limited partnership (“Vista”). 
  
 WHEREAS,
the Company and Vista are parties to that certain Preferred Stock Purchase Agreement, dated as of November 14, 2002 (as amended, restated or modified from time to time, the “Purchase Agreement”); and 
  
 WHEREAS, the parties hereto wish to amend the Purchase Agreement pursuant to Section 13.6 thereof in accordance with the terms thereof as
provided herein. 
  
 NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 
  
 1.    Amendment to Section 13.5—“Closing Fee; Vista’s Fees and Expenses”.    Section 13.5 of the Purchase Agreement is hereby amended by replacing Section 13.5 in its
entirety with the following: 
  
 “(a)    On the Closing Date, in consideration for the
services Vista or its Affiliates performed in structuring and arranging the transactions contemplated by this Agreement and the Related Documents, the Company will pay to Vista Equity Partners, LLC (“VEP”) (or its Affiliate) a
transaction fee equal to $500,000 (the “Closing Fee”), by wire transfer of immediately available funds to an account indicated to the Company by Vista. In addition, on the earlier of (x) the Closing Date, and (y) the third business
day after this Agreement is terminated, unless (A) the Termination Fee under Section 7.8(b) and the Closing Fee is paid to VEP, or (B) this Agreement is terminated pursuant to Section 10.1(b), 10.1(c), or 10.1(e)(i), the Company shall reimburse VEP
for (i) the reasonable fees and expenses of Kirkland & Ellis and PricewaterhouseCoopers LLP incurred by VEP in connection with the documentation, negotiation and consummation of the transactions contemplated by this Agreement and the Related
Documents, and (ii) all other reasonable fees and out-of-pocket expenses incurred by VEP in connection with the transactions contemplated hereunder (including, without limitation, fees and expenses of legal counsel, accountants, investment bankers,
brokers or other representatives). After the Closing, the Company agrees to reimburse VEP for all reasonable fees and expenses (including reasonable legal fees) incurred in connection with any future amendment to, waiver of or the enforcement by
Vista of any of its rights arising under this Agreement or any of the Related Documents. 
  
 (b)    In addition to any amounts payable pursuant to the second sentence of clause (a) above, if this Agreement is terminated by Vista or the Company pursuant to Sections 10.1(a), 10.1(d), 10.1(e)(ii), 10.1(f),
10.1(g) or 10.1(h), then, in addition to any other remedies or claims Vista may have in law or in equity, the Company shall, within three business days of such notice of termination, pay to VEP the Closing Fee. Any amounts payable under this Section
13.5(b) shall be paid by wire transfer of immediately available funds to the accounts designated to the Company by Vista.” 







  
 2.    Miscellaneous. 
  
 (a)    References.    Any reference to the Purchase Agreement contained in any notice,
request, certificate or other document executed concurrently with or after the execution and delivery of this Agreement shall be deemed to include this Agreement unless the context shall otherwise require. 
  
 (b)    Successors and Assigns.    This Agreement will bind and inure to the benefit of and
be enforceable by the Company and Vista and their respective assigns. 
  
 (c)    Counterparts.    This Agreement may be executed in separate counterparts, each of which shall be an original and all of which taken together will constitute one and the same
Agreement. 
  
 (d)    Descriptive Headings.    The descriptive
headings of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement. 
  
 (e)    GOVERNING LAW.    ALL ISSUES AND QUESTIONS RELATING TO THE CONSTRUCTION, INTERPRETATION AND ENFORCEMENT OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAWS OR CHOICE OF LAW OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION WHICH WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY
JURISDICTION OTHER THAN THE STATE OF DELAWARE. 
  
 (f)    Dispute
Resolution.    If a dispute arises between the parties, the parties agree to use the procedures set forth in Section 13.12 of the Purchase Agreement to resolve any such dispute. 
  
 (g)    Continued Effectiveness.    Notwithstanding anything contained herein, the terms of
this Agreement are not intended to and do not serve to effect a novation as to the Purchase Agreement. The parties hereto expressly do not intend to extinguish the Purchase Agreement. Instead, it is the express intention of the parties hereto to
reaffirm the obligations created under the Purchase Agreement. The Purchase Agreement as amended hereby remains in full force and effect. 
  
 * * * * * 

 
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 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first written above. 
  
 
	 ASPECT COMMUNICATIONS CORPORATION
 
	 
	 By:
 	 	 /S/    GARY A. WETSEL
        
 

	  	 	 Name:
 Title:
 	 	 Gary A. Wetsel
 Executive Vice President, Finance, Chief Financial Officer and Chief
Administrative Officer
 
	 
	 VISTA EQUITY FUND II, LP
 
	 
	 By:
 	 	 VEFIIGP, LLC
 its Managing General Partner
 
	 
	 By:
 	 	 /S/    ROBERT F.
SMITH        
 

	  	 	 Name:
 Title:
 	 	 Robert F. Smith
 Managing Member
 

 

 
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