Exhibit 10.3


 


SEVENTEENTH LOAN MODIFICATION
AGREEMENT


 


This
Seventeenth Loan Modification Agreement (this “Loan Modification Agreement”) is
entered into on December     , 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 200 Wheeler Road, Burlington, Massachusetts 01803
for itself and as successor by merger with ASPENTECH,
INC., a Texas corporation 
with offices at 200 Wheeler Road, Burlington, Massachusetts 01803 (“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, Aspentech, Inc. and Bank, as amended by a certain letter
agreement dated February 14, 2003, a certain First Loan Modification
Agreement dated June 27, 2003, a certain Second Loan Modification
Agreement dated September 10, 2004, a certain Third Loan Modification
Agreement dated January 28, 2005, a certain Fourth Loan Modification
Agreement dated April 1, 2005, a certain Fifth Loan Modification Agreement
dated May 6, 2005, a certain Sixth Loan Modification Agreement dated June 15,
2005, a certain Seventh Loan Modification Agreement dated September, 2005, a
certain Eighth Amendment to Loan and Security Agreement dated November 22,
2005, a certain Ninth Loan Modification Agreement dated July 17, 2006, a
certain Tenth Loan Modification Agreement dated September 15, 2006, a
certain Eleventh Loan Modification Agreement dated September 27, 2006, a
certain Twelfth Loan Modification Agreement dated January 12, 2007, a
certain Thirteenth Loan Modification Agreement dated April 13, 2007, a
certain Fourteenth Loan Modification Agreement dated June 28, 2007, a
certain Waiver Agreement dated June 28, 2007, a certain Fifteenth Loan
Modification Agreement dated August 30, 2007 and a certain Sixteenth Loan
Modification Agreement dated October 16, 2007 (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.


 


(i)                                     The Loan Agreement shall be amended by
deleting the following text appearing in Section 1 of the Schedule to the
Loan Agreement:


 


                                                (i) $25,000,000  (or such lesser amount necessary to ensure
that the aggregate amount of the Obligations under this Agreement plus the
aggregate amount of Purchased Receivables (as defined in the Non-Recourse
Receivables Purchase Agreement between Silicon and Borrower dated December 31,
2003, as amended and as may be further amended and in effect from time to
time) do not exceed $80,000,000)  (the “Maximum Credit
Limit”); minus


 


               and inserting in
lieu thereof the following:


 


                                                (i) $25,000,000 (or such lesser
amount necessary to ensure that the aggregate amount of the Obligations under
this Agreement plus the aggregate amount of Purchased Receivables (as
defined in the Non-Recourse Receivables Purchase Agreement between


 





















 


Silicon and Borrower dated December 31, 2003, as
amended and as may be further amended and in effect from time to time) do not
exceed $95,000,000)  (the “Maximum Credit
Limit”); minus


 


(ii)                                  Section 6(1) of the Schedule to
the Loan Agreement shall be amended by adding the following text at the
  end of the Section:


 


                                                “; provided further, however, in all
instances, Borrower shall not be required to deliver transaction reports to
Bank during the period commencing August 1, 2007 through February 15,
2008.”


 


(iii)                               Section 6(2) of the Schedule to
the Loan Agreement shall be amended by adding the following text at the
  end of the Section:


 


                                                “; provided, however, Borrower shall not
be required to deliver its monthly accounts payable agings to Bank during the
period commencing November 1, 2007 through February 15, 2008.”


 


(iv)                              Section 6(3) of the Schedule to
the Loan Agreement shall be amended by adding the following text at the
  end of the Section:


 


                                                “; provided, however, Borrower shall not
be required to deliver its monthly Receivable agings to Bank during the
period commencing November 1, 2007 through February 15, 2008.”


 


(v)                                 Section 6(4) of the Schedule to
the Loan Agreement shall be amended by deleting the  following text appearing at the end of the
Section:


 


                                                                                                                                                “;provided, however, Borrower may in lieu
thereof deliver (i) its monthly unaudited financial statements for periods
ending on a date between April 30, 2007 and July 31, 2007, inclusive,
in draft form as soon as available, and in any event within thirty days after
the end of each applicable month, with final forms to be delivered to Bank
within three days of the filing of such financial statements with the SEC but
in no event later than December 31, 2007, (ii) its monthly unaudited
financial statement for period ending on August 31, 2007, in draft form as
soon as available, and in any event on or before November 15, 2007, with
final form to be delivered to Bank within three days of the filing of such
financial statements with the SEC but in no event later than December 31, 2007
and (iii) its monthly unaudited financial statements for periods ending on
a date between September 30, 2007 and November 30, 2007, inclusive,
in draft form as soon asavailable, and in any event within thirty days after
the end of each applicable month, with final forms to be delivered to Bank
within three days of the filing of such financial statements with the SEC but
in no event later than December 31, 2007.”




 


              and inserting in lieu thereof the following:


 





“; provided, however, Borrower may in lieu thereof
deliver (i) its monthly unaudited financial statements for periods ending
on a date between April 30, 2007 and July 31, 2007, inclusive, in
draft form as soon as available, and in any event within thirty days after
the end of each applicable month, with final forms to be delivered to Bank
within three days of the filing of such financial statements with the SEC but
in no event later than January 18, 2008, (ii) its monthly unaudited
financial statement for period ending on August 31, 2007, in draft form as
soon as available, and in any event on or before November 15, 2007, with
final form to be delivered to Bank within three days of the filing of such
financial statements with the SEC but in no event later than January 18,


 


2

















 


 2008 and
(iii) its monthly unaudited financial statements for the period ending on September 30,
2007, in draft form as soon as available, and in any event no later than December 15,
2007, with final forms to be delivered to Bank within three days of the filing
of such financial statements with the SEC but in no event later than
January 18, 2008. Bank hereby waives receipt of Borrower’s monthly
unaudited financial statements for the periods ending October 31, 2007 and
November 30, 2007.”


 


(vi)                              Section 6(5) of the Schedule to
the Loan Agreement shall be amended by deleting the following text

appearing at the end of the Section:


 




              
“; provided, however, Borrower may in lieu thereof deliver its monthly
Compliance Certificates for

periods ending on a date between April 30, 2007 and August 31, 2007, inclusive,
in draft form.”







 





               and inserting in
lieu thereof the following:


 


                                                “; provided, however, Borrower may in
lieu thereof deliver its monthly Compliance Certificates for periods ending on
a date between April 30, 2007 and September 30, 2007, inclusive, in
draft form.  Bank hereby waives receipt
of Borrower’s monthly Compliance Certificates for the periods ending October 31,
2007 and November 30, 2007.”


 


(vii)                           Section 6(6) of the Schedule to
the Loan Agreement shall be amended by deleting the following text
  appearing at the end of the Section:


 


                                                “; provided, however, Borrower may in
lieu thereof deliver its quarterly unaudited financial statements for the
periods ending on June 30, 2007 and September 30, 2007 in draft
form as soon as available, and in any event within forty-five days after the
end of each applicable quarter, with final forms to be delivered to Bank
within three days of the filing of such financial statements with the SEC
but in no event later than December 31, 2007.”


 


              
and inserting in lieu thereof the following:


 


                                                “; provided, however, Borrower may in
lieu thereof deliver its quarterly unaudited financial statements for the
periods ending on June 30, 2007 and September 30, 2007 in draft
form as soon as available, and in any event within forty-five days after the
end of each applicable quarter, with final forms to be delivered to Bank
within three days of the filing of such financial statements with the SEC
but in no event later than January 18, 2008.”


 


(viii)                        Section 6(8) of the Schedule to
the Loan Agreement shall be amended by deleting the following text
  appearing at the end of the Section:


 


                                                “; provided, however, Borrower may in
lieu thereof deliver its annual financial statements for the period ending
on June 30, 2007 as soon as available, and in any event within three days
of the filing of such financial statements with the SEC but in no event later
than December 31, 2007.”


 


               and inserting in
lieu thereof the following:


 


3





















 


                                                “; provided, however, Borrower may in
lieu thereof deliver its annual financial statements for the period ending
on June 30, 2007 as soon as available, and in any event within three days
of the filing of such financial statements with the SEC but in no event later
than January 18, 2008.”


 


4.                                       FEES.  Borrower
shall reimburse Bank for all legal fees and expenses incurred in connection
with this amendment to the Existing Loan Documents.


 


5.                                       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.


 


6.                                       RATIFICATION OF PERFECTION CERTIFICATES. 
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, as amended and affected by Schedule 1 to the
Fourth Amendment and Exhibit A to the Fourth Amendment and acknowledges,
confirms and agrees the disclosures and information therein, in Schedule 3.10
to the Loan Agreement, in on Schedule 1 annexed to the Tenth Loan Modification
Agreement, and/or in connection with the formation of subsidiaries as
contemplated by the Guggenheim Transactions and the Key Transactions (as
defined in the Sixth Loan Modification Agreement and the Eleventh Loan
Modification Agreement, respectively), have not changed as of the date hereof.


 


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


 


8.                                       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.


 


9.                                       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.


 


10.                                 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, after giving effect to
this Loan Modification Agreement and the Waiver Agreement entered into between
Borrower and Bank dated as of the date hereof. 
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.


 


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


 


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left blank.]


 


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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/ Bradley
  Miller

  	
   

  
	
   

  	
  Name:

  	
  Bradley Miller

  
	
   

  	
  Title:

  	
  CFO

  
	
   

  	
   

  	
   

  
	
   

  	
  BANK:

  
	
   

  	
   

  	
   

  
	
   

  	
  SILICON VALLEY
  BANK

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael
  Tramack

  	
   

  
	
   

  	
  Name:

  	
  Michael Tramack

  
	
   

  	
  Title:

  	
  Senior Vice
  President

  
						



 


 


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/ Bradley Miller

  	
   

  
	
  Name:

  	
  Bradley Miller

  
	
  Title:

  	
  CFO