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Exhibit 10.22    
    


 
 

FIRST LOAN MODIFICATION AGREEMENT    
    


        This First Loan Modification Agreement (this "Loan Modification Agreement") is entered into as of June 27, 2003, 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") 


        1.    DESCRIPTION OF EXISTING INDEBTEDNESS AND OBLIGATIONS.    Among other indebtedness and obligations which may be
owing by Borrower to Bank, Borrower is indebted to Bank pursuant to a loan arrangement dated as of January 30, 2003, evidenced by, among other documents, a certain Loan and Security Agreement
dated as of January 30, 2003 between Borrower and Bank, as amended by a certain letter agreement dated February 14, 2003 (as amended, the "Loan Agreement"). Capitalized terms used but
not otherwise defined herein shall have the same meaning as in the Loan Agreement. 


        2.    DESCRIPTION OF COLLATERAL.    Repayment of the Obligations is secured by the Collateral as described in the Loan
Agreement (together with any other collateral security granted to Bank, the "Security Documents"). 


        Hereinafter,
the Security Documents, together with all other documents evidencing or securing the Obligations shall be referred to as the "Existing Loan Documents". 



        3.    DESCRIPTION OF CHANGE IN TERMS.    



 Modifications to Loan Agreement.  



	1.
	The
Loan Agreement shall be amended by deleting the following text appearing in Section 6.2 of the Loan Agreement: 







"Without
limiting the generality of the foregoing, if on the Maturity Date, or on any earlier effective date of termination, there are any outstanding Letters of Credit issued by Silicon or issued by
another institution based upon an application, guarantee, indemnity or similar agreement on the part of Silicon, then on such date Borrower shall provide to Silicon cash collateral in an amount equal
to 100% of the undrawn amount of all such Letters of Credit plus all interest, fees and cost due or to become due in connection therewith, to secure all of the Obligations relating to said Letters of
Credit, pursuant to Silicon's then standard form cash pledge agreement." 


and
inserting in lieu thereof the following: 


"Without
limiting the generality of the foregoing, if on the Maturity Date, or on any earlier effective date of termination, there are any outstanding Letters of Credit issued by Silicon or issued by
another institution based upon an application, guarantee, indemnity or similar agreement on the part of Silicon or any outstanding FX Contacts, then on such date Borrower shall provide to Silicon
(i) cash collateral in an amount equal to 100% of the undrawn amount of all such Letters of Credit plus all interest, fees and cost due or to become due in connection therewith, and
(ii) cash collateral in an amount equal to 100% of the amount of the FX Reserve plus all interest, fees and cost due or to become due in connection therewith, to secure all of the Obligations
relating to said Letters of Credit and FX Contracts, pursuant to Silicon's then standard form cash pledge agreement." 














	2.
	The
Loan Agreement shall be amended by deleting the following text appearing in Section 1 of the Schedule thereto: 







"
(ii) the following amount to be included at all times other than as of 12/31, 3/31, 6/30 and 9/30 of each calendar year: the lesser of (x) 50% of the current portion of Borrower's long
term domestic contract receivables that will be billed within the following 90 days, but that are otherwise Eligible Receivables hereunder or (y) $5,000,000.00;  minus" 



and
inserting in lieu thereof the following: 


"
(ii) (a) the following amount to be included at all times other than as of 12/31, 3/31, 6/30 and 9/30 of each calendar year: the lesser of (x) 50% of the current portion of
Borrower's long term domestic contract receivables that will be billed within the following 90 days, but that are otherwise Eligible Receivables hereunder or (y) $5,000,000.00; and
(b) the following amount to be included as of 12/31, 3/31, 6/30 and 9/30 of each calendar year: the lesser of (x) 50% of the current portion of Borrower's long term domestic contract
receivables that will be billed within the following 90 days, but that are otherwise Eligible Receivables hereunder or (y) $3,000,000.00  minus" 



	3.
	The
Loan Agreement shall be amended by deleting the following text appearing in Section 1 of the Schedule thereto: 







"Letter of Credit/FX Contract/Cash Management Services Sublimit

(Section 1.5, 1.6, 1.7): $11,000,000 (of which only $2,000,000 may be used for FX Reserve)" 


and
inserting in lieu thereof the following: 


"Letter of Credit/FX Contract/Cash Management Services Sublimit

(Section 1.5, 1.6, 1.7): $11,000,000 (of which only $10,000,000 may be used for FX Reserve, less any amounts used for FX Reserve pursuant to, and as defined in, the Exim
Agreement)" 



	4.
	The
Loan Agreement shall be amended by deleting Section 5(a) of the Schedule thereto in its entirety and inserting in lieu thereof the following: 







"a. Minimum Tangible Net Worth:



        Borrower
shall maintain, as of the last day of each month, to be tested monthly, a Tangible Net Worth of not less than the sum of (i) plus (ii) below: 


	(i)
	

 
	(a)
	from
June 1, 2003 through and including June 30, 2003—$122,000,000



	(b)
	from
July 1, 2003 through and including July 31, 2003—$110,000,000



	(c)
	from
August 1, 2003 through and including August 31, 2003—$98,000,000



	(d)
	from
September 1, 2003 through and including September 30, 2003—$122,000,000



	(e)
	from
October 1, 2003 through and including October 31, 2003—$110,000,000



	(f)
	from
November 1, 2003 through and including November 30, 2003—$98,000,000



	(g)
	from
December 1, 2003 through and including December 31, 2003—$127,000,000



	(h)
	from
January 1, 2004 through and including January 31, 2004—$115,000,000



	(i)
	from
February 1, 2004 through and including February 29, 2004—$103,000,000



	(j)
	from
March 1, 2004 through and including March 31, 2004—$127,000,000



	(k)
	from
April 1, 2004 through and including April 30, 2004—$115,000,000 













	(l)
	from
May 1, 2004 through and including May 31, 2004—$103,000,000



	(m)
	from
June 1, 2004 through and including June 30, 2004—$127,000,000



	(n)
	from
July 1, 2004 through and including July 31, 2004—$115,000,000



	(o)
	from
August 1, 2004 through and including August 31, 2004—$103,000,000



	(p)
	from
September 1, 2004 through and including September 30, 2004—$127,000,000



	(q)
	from
October 1, 2004 through and including October 31, 2004—$115,000,000



	(r)
	from
November 1, 2004 through and including November 30, 2004—$103,000,000



	(s)
	from
December 1, 2004 through and including December 31, 2004—$127,000,000



	(t)
	from
January 1, 2005 and thereafter—$115,000,000.



	(ii)
	75%
of all consideration received after the date hereof from proceeds from the issuance of any equity securities of the Borrower (other than (i) the issuance of stock options
under Borrower's employee stock option plan or (ii) stock purchases under Borrower's employee stock purchase plan) and/or subordinated debt incurred by the Borrower (net of refinanced amounts
of existing subordinated debt and Preferred Series B shareholders)." 






        4.    RELEASE OF HYPROTECH.    Bank hereby releases Hyprotech Company, a corporation organized under the laws of Nova
Scotia, Canada ("Hyprotech") from all obligations and liabilities under the Loan Agreement and each other Existing Loan Document, including all Obligations. The Bank also hereby releases any and all
liens and encumbrances in favor of Bank on the assets of Hyprotech arising under the Loan Agreement or any Existing Loan Documents. The Bank agrees to promptly deliver to Hyprotech such termination
statements, releases, requests for reconveyances and such other documents as may be required to fully terminate Bank's security interests in the assets of Hyprotech. From and after the date of this
Loan Modification Agreement, Hyprotech shall no longer be a "Borrower" under the Loan Agreement or any Existing Loan Documents and the Loan Agreement is hereby amended accordingly. In connection with
such release, Hyprotech hereby acknowledges and agrees that it has no offsets, defenses, claims, or counterclaims against Bank with respect to the Obligations, or otherwise, and that if it now has, or
ever did have, any offsets, defenses, claims, or counterclaims against Bank, whether known or unknown, at law or in equity, all of them are hereby expressly WAIVED and Hyprotech hereby RELEASES Bank
from any liability thereunder. 


        5.    FEES.    Borrower shall pay to Bank a modification fee equal to Fifteen Thousand Dollars ($15,000.00), which fee
shall be due on the date hereof and shall be deemed fully earned as of the date hereof. The Borrower shall also reimburse Bank for all legal fees and expenses incurred in connection with this
amendment to the Existing Loan Documents. 


        6.    RATIFICATION OF NEGATIVE PLEDGE.    Borrower hereby ratifies, confirms and reaffirms, all and singular, the
terms and conditions of a certain Negative Pledge Agreements each dated as of January 30, 2003 between Borrower and Bank, and acknowledges, confirms and agrees that said Negative Pledge
Agreement shall remain in full force and effect. 


        7.    RATIFICATION OF PERFECTION CERTIFICATE.    Borrower hereby ratifies, confirms and reaffirms, all and singular,
the terms and disclosures contained in certain Perfection Certificates each dated as of January 30, 2003 and acknowledges, confirms and agrees the disclosures and information therein has not
changed, as of the date hereof. 


        8.    CONSISTENT CHANGES.    The Existing Loan Documents are hereby amended wherever necessary to reflect the changes
described above. 


        9.    RATIFICATION OF LOAN DOCUMENTS.    Borrower hereby ratifies, confirms, and reaffirms all terms and conditions of
all security or other collateral granted to the Bank, and confirms that the indebtedness secured thereby includes, without limitation, the Obligations. 








        10.    NO DEFENSES OF BORROWER.    Borrower hereby acknowledges and agrees that Borrower has no offsets, defenses,
claims, or counterclaims against Bank with respect to the Obligations, or otherwise, and that if Borrower now has, or ever did have, any offsets, defenses, claims, or counterclaims against Bank,
whether known or unknown, at law or in equity, all of them are hereby expressly WAIVED and Borrower hereby RELEASES Bank from any liability thereunder. 


        11.    CONTINUING VALIDITY.    Borrower 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. 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. 


        12.    COUNTERSIGNATURE.    This Loan Modification Agreement shall become effective only when it shall have been
executed by Borrower and Bank. 


[The remainder of this page is intentionally left blank]






        This
Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. 



	

BORROWER:	
 	

 
	
ASPEN TECHNOLOGY, INC.	
 	

 
	

By:	
 	

/s/  CHARLES F. KANE       
	
 	

 
	 	 	Name:	 	Charles F. Kane	 	 
	 	 	Title:	 	CFO	 	 
	
ASPENTECH, INC.	
 	

 
	

By:	
 	

/s/  LISA W. ZAPPALA      
	
 	

 
	 	 	Name:	 	Lisa W. Zappala	 	 
	 	 	Title:	 	CFO	 	 
	

BANK:	
 	

 
	
SILICON VALLEY BANK, d/b/a

SILICON VALLEY EAST	
 	

 
	

By:	
 	

/s/  JOHN V. ATANASOFF      
	
 	

 
	 	 	Name:	 	John V. Atanasoff	 	 
	 	 	Title:	 	Vice President

	 	 
	

ACKNOWLEDGED AND AGREED AS TO PARAGRAPH NO. 4:
	
HYPROTECH COMPANY	
 	

 
	

By:	
 	

/s/  D. E. MOULT      
	
 	

 
	 	 	Name:	 	D. E. Moult	 	 
	 	 	Title:	 	CFO	 	 





        The
undersigned, ASPENTECH SECURITIES CORP., a Massachusetts corporation, ratifies, confirms and reaffirms, all and singular, the terms and conditions of a certain Unlimited Guaranty
dated January 30, 2003 (the "Guaranty") and a certain Security Agreement dated as of January 30, 2003 (the "Security Agreement") and acknowledges, confirms and agrees that the Guaranty
and Security Agreement shall remain in full force and effect and shall in no way be limited by the execution of this Loan Modification Agreement, or any other documents, instruments and/or agreements
executed and/or delivered in connection herewith. 



	

 	
 	
ASPENTECH SECURITIES CORP
	

 	
 	

 	
 	

 	
 	

 
	 	 	By:	 	/s/  LISA W. ZAPPALA       

	 	 	 	 	Name:	 	Lisa W. Zappala
	 	 	 	 	Title:	 	Senior VP and CFO











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Exhibit 10.22


FIRST LOAN MODIFICATION AGREEMENT