Exhibit
10.1


 


Guggenheim
Corporate Funding, LLC


135 East
57th Street, 7th Floor


New York,
NY 10022


 


December 28,
2007


 


Aspen Technology
Receivables II LLC, as 

Borrower 

200 Wheeler Road 

Burlington, MA 01803


 


Re:                         Release Letter - Relating to Loan
Agreement among Aspen Technology Receivables II LLC (the “Borrower”), Aspen
Technology, Inc., as Servicer, and Guggenheim Corporate Funding, LLC, as
Agent (the “Agent”) for each of the Secured Parties(1) dated as of June 15,
2005, (the “Loan Agreement”).


 


Gentlemen:


 


Reference is made
to the Loan Agreement.  We understand
that on the Payoff Date (as defined below), the Borrower intends to repay in
full all of the obligations and liabilities of the Borrower to the Agent (for
the benefit of each of the Secured Parties) under and in respect of the Loan
Agreement and each of the other applicable Transaction Documents (collectively,
the “Obligations”).


 


This letter will
confirm that upon:  (a) receipt by
Agent no later than 4:00 p.m. EST on December 28, 2007 of a wire transfer
of immediately available funds to Agent (made in accordance with the wire
instructions set forth on Schedule A hereto) in the aggregate amount of
$4,224,560.61, consisting of (i) $4,199,503.80 in respect of unpaid principal
outstanding under the Loan Agreement and the other applicable Transaction
Documents, (ii) $19,714.34 in respect of accrued and unpaid interest on such
unpaid principal amount, and (iii) $5,342.47 in respect of accrued and
unpaid Agency Fees; (b) receipt by Agent’s counsel, Sidley Austin LLP (“Sidley”),
no later than 4:00 p.m. EST on December 28, 2007 of a wire transfer
of immediately available funds to Sidley (made in accordance with the wire
instructions set forth on Schedule A hereto) in the amount of $6,000 in
respect of fees and expenses of the Agent (collectively with the amounts set
forth in (a) above, the “Payment Amount”); and (c) a fully executed
counterpart of this letter agreement (the date on which all of the foregoing
conditions have been first satisfied herein called the “Payoff Date”), all of
the Obligations shall be terminated and satisfied and paid in full (except for
obligations arising under the Loan Agreement and the other Transaction
Documents that, by the terms thereof, survive the termination of the Loan
Agreement or such other Transaction Documents, as applicable).  Upon receipt by the Agent of the Payment
Amount in accordance with the foregoing and satisfaction of the other
conditions listed above, all of the liens or security interests granted to the
Agent by the Borrower in favor of the Secured Parties shall be irrevocably and
unconditionally terminated and released in full, without any further action by
the Agent, the Borrower or any other person or entity, and the obligations of
the Servicer under the Loan Agreement or any other Transaction Document, as
applicable, shall be terminated 






(1) Capitalized terms not otherwise defined herein shall have the
meanings ascribed to them in the Loan Agreement.


 

















 


(except for obligations arising under the Loan Agreement and the other
Transaction Documents that, by the terms thereof, survive the termination of
the Loan Agreement or such other Transaction Documents, as applicable ).  Upon receipt by the Agent of the Payment
Amount in accordance with the foregoing and satisfaction of the other
conditions listed above, all of the liens or security interests granted to the
Agent by the Borrower in favor of the Secured Parties shall be irrevocably and
unconditionally terminated and released in full, without any further action by
the Agent, the Borrower or any other person or entity, and the obligations of
the Servicer under the Loan Agreement or any other Transaction Document, as
applicable, shall be terminated (except for obligations arising under the Loan
Agreement and the other Transaction Documents that, by the terms thereof,
survive the termination of the Loan Agreement or such other Transaction
Documents, as applicable ).


 


In furtherance of
the foregoing release, the Agent will, at the expense of the Borrower, execute
or cause to be executed on behalf of the Secured Parties, such termination
statements, lien releases, mortgage releases, re-assignments of trademarks,
discharges of security interests, and other similar discharge or release
documents (and, if applicable, in recordable form) relating to liens and
security interests granted by the Borrower in favor of the Agent, which are
being terminated or released as set forth herein, as the Borrower may
reasonably request.  The Agent shall also
return to the Borrower all certificates, instruments and other property of the
Borrower that is being held by the Agent as security for the Obligations.


 


As a material
inducement for, and in consideration of, the execution, delivery and
performance hereof, effective as of the Payoff Date, each of the Servicer and
the Borrower, on behalf of itself and its respective shareholders, officers,
members, directors, employees, successors, attorneys, assigns and
administrators hereby releases each the Agent and each Secured Party (each a “Lender
Released Party”) and their respective shareholders, officers, members,
directors, employees, successors, attorneys, assigns, heirs, executors and
administrators of and from any and all causes of action, suits, controversies,
damages, judgments, claims and demands whatsoever, in law or in equity, which
against any Lender Released Party they ever had, now have, or they and their
respective shareholders, members, directors, employees, successors, attorneys,
assigns, heirs, executors and administrators, can, shall or may have related to
the Loan Agreement and the other Transaction Documents.  Each of the Servicer and the Borrower hereby
confirms that the foregoing waiver and release is an informed waiver and
release and freely given and that its decision to execute this letter agreement
was made after consultation with an attorney selected by it.


 


In addition, as a
material inducement for, and in consideration of, the execution, delivery and
performance hereof, effective as of the Payoff Date, the Agent, on behalf of
itself and as Agent for each of the other Secured Parties, and on behalf of
each of their respective shareholders, officers, members, directors, employees,
successors, attorneys, assigns and administrators hereby releases each the
Borrower and the Servicer (each a “Borrower/Servicer Released Party”) and their
respective shareholders, officers, members, directors, employees, 


 


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successors, attorneys, assigns, heirs, executors and administrators of
and from any and all causes of action, suits, controversies, damages,
judgments, claims and demands whatsoever, in law or in equity, which against
any Borrower/Servicer Released Party they ever had, now have, or they and their
respective shareholders, members, directors, employees, successors, attorneys,
assigns, heirs, executors and administrators, can, shall or may have related to
the Loan Agreement and the other Transaction Documents, except for any of the
foregoing arising under provisions of the Loan Agreement or any other
Transaction Documents that, by the terms thereof, survive the termination of
the Loan Agreement or such other Transaction Documents, as applicable.  The Agent hereby confirms that the foregoing
waiver and release is an informed waiver and release and freely given and that
its decision to execute this letter agreement was made after consultation with
an attorney selected by it. 


 


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This letter agreement
shall be governed by, and construed in accordance with, the laws of the State
of New York.  This letter agreement and
all obligations of the parties hereunder shall be binding upon the successors
and assigns of the parties hereto, and shall, together with the rights and
remedies of the parties hereto, inure to the benefit of such parties, and their
respective successors and assigns.  This
letter agreement may be executed by each party on a separate counterpart, each
of which when so executed and delivered shall be an original, but all of which
together shall constitute one agreement.


 


Very truly yours,


 


	
  GUGGENHEIM CORPORATE FUNDING, 

  LLC (for itself 

  and as Agent for the other Secured Parties)

  
	
   

  
	
  By:

  	
  /s/ Todd Boehly

  	
   

  
	
  Name:

  	
  Todd Boehly

  
	
  Title:

  	
  Managing Partner

  
				



 


Agreed to by the
undersigned: 


 


	
  ASPEN TECHNOLOGY RECEIVABLES

  II, LLC, as the Borrower

  
	
   

  
	
  By:

  	
  /s/ Bradley Miller

  	
   

  
	
  Name:

  	
  Bradley Miller

  
	
  Title:

  	
  CFO

  
	
   

  
	
  ASPEN TECHNOLOGY, INC., as the

  Servicer

  
	
   

  
	
  By:

  	
  /s/ Bradley Miller

  	
   

  
	
  Name:

  	
  Bradley Miller

  
	
  Title:

  	
  CFO

  
				



 


 


 


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