Unassociated Document


    

      
        	
                Merrill
                  Lynch

                 

              	 	
                Private
                  Client Group

                 

                MERRILL
                  LYNCH BUSINESS 

                FINANCIAL
                  SERVICES, INC. 

                222
                  North LaSalle Street 

                17th
                  Floor

                Chicago,
                  Illinois 60801

                (312)
                  269-4428

                FAX:
                  (312) 499-3254

                Email
                  Address: 

                martin_aguilera@ml.com 

              


      

      



      August
        3,
        2005

      


      G.
        Dennis
        Key 

      Aspect
        Systems, Inc. f/k/a Aspect Semiquip International, Inc. 

      375
        East
        Eliot Road, Building 6

      Chandler,
        Arizona 85225 

      


      Re: TERM
        LOAN AND SECURITY AGREEMENT DATED MAY 14, 2004 

      


      Dear
        Mr.
        Key, 

      


      This
        Letter refers to (i) that certain TERM
        LOAN AND SECURITY AGREEMENT NO. 912852522 DATED MAY 14,
        2004,
        between
        Merrill Lynch Business Financial Services, Inc. (“MLBFS”) and Aspect Systems,
        Inc. f/k/a Aspect Semiquip International, Inc. (“Customer”), including any
        previous amendments and extensions thereof (collectively the “Loan Agreement”),
        and (iii) all other agreements between MLBFS and Customer or any party who
        has
        guaranteed or provided collateral for Customer’s obligations to MLBFS, in
        connection therewith (collectively, the “Loan Documents”). Capitalized terms not
        otherwise defined herein shall have the meanings set forth in the Loan
        Documents. 

      


      Based
        on
        MLBFS’ review of the Customer’s June 30, 2005 financial statements, which
        Customer recently provided MLBFS, the Customer, as of the date of the financial
        statements, is in violation of the “Minimum Collateral Requirement” covenant
        required by the Loan Documents (the “Identified Defaults”). Under the terms of
        the Loan Documents, MLBFS has certain rights and remedies available to it
        with
        respect to the Identified Defaults. By execution below, the Customer
        acknowledges that it has been and continues to be in default of said covenant.
        Accordingly, the Customer has requested that MLBFS waive the Identified
        Defaults. MLBFS has agreed to do so, provided that Customer’s representations
        and warranties set forth herein are true and correct in all respects, and
        subject to the additional terms hereof. 

      


      MLBFS
        hereby agrees, as
        a
        one-time accommodation,
        to
        grant the waiver that the Customer has requested. Therefore, this letter
        shall
        serve to advise you that MLBFS has agreed to waive, for
        the period ending June 30, 2005 only,
        the
        Customer’s default of the “Minimum Collateral Requirement” covenant that is
        required by the Loan Agreement. 

      


      Customer
        and the other Obligors acknowledge that the waiver set forth above are limited
        precisely as written and except for the waiver of the Defaults described
        above
        for the dates specified, all other terms and conditions of the Loan Agreement
        and all other Loan Documents shall remain in full force and effect and nothing
        contained herein shall be deemed to constitute a waiver of any future Default.
        

      


      As
        we
        have discussed, MLBFS will expect full compliance with all of the loan covenants
        at all time after June 30, 2005. If Customer remains in violation of the
        loan
        covenant(s) at any time after June 30, 2005, Events of Default will have
        occurred and be continuing under the Loan Documents. 

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      In
        order
        for this letter and the waiver contained herein to become effective, Customer
        and the other Guarantors must indicate acceptance on a copy of this letter
        in
        the space set forth below, and return said copy to the undersigned within
        7 days
        from the date hereof. 

      


      Notwithstanding
        the foregoing, this letter shall not serve to act as a waiver of any other
        requirements of the Loan Agreement or any other defaults that may presently
        or
        hereafter exist under the Loan Documents. 

      


      Please
        contact me at (312) 269-4428 if you have any questions. 

      


      Cordially,
        

      


      MERRILL
        LYNCH BUSINESS FINANCIAL SERVICES, INC. 

      


      By:
        /s/
        Martin Aguilera   

      Martin
        A.
        Aguilera

      Assistant
        Vice President 

      


      ACCEPTED
        BY: 

      


      Aspects
        Systems, Inc. f/k/a Aspect Semiquip International, Inc. 

      


      
        
          	By:     	/s/
                  G. Dennis Key	 
	
                
	 	Signature (1)	Signature (2)	 
	 	 	 	 


        

      

       

      
        


        
          
            	By:     	G.
                    Dennis Key	 
	
                  
	 	Printed Name	Printed Name	 
	 	 	 	 


          

        

        
           

          
            
              
                


                
                  
                    	President
                            / CEO   	 
	
                          
	 	Title	Title	 
	 	 	 	 


                  

                

                 

              

            

          

        

      

      


      APPROVED
        BY: 

      


      Guarantor: 

      
        
          


          
            
              	/s/
                      Douglas N. Dixon      	 
	
                    
	DOUGLAS
                      N. DIXON