EXHIBIT 10.3


 


THIRD LOAN MODIFICATION AGREEMENT - EXIM


 


This Third Loan Modification Agreement - Exim (this “Loan
Modification Agreement’) is entered into as of April 1, 2005, 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 (“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 Export-Import Bank Loan and Security Agreement dated as of January 30,
2003 between Borrower and Bank, as amended from time to time (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.


 


Modification to
Loan Agreement.


 


(a)                                  The
Loan Agreement shall be amended by deleting the following text appearing in Section 13.1
of the Loan Agreement:


 


“                                          “Exim
Maturity Date” is April 1, 2005.”


 


and inserting in lieu thereof the following:


 


“                                          “Exim
Maturity Date” is July 15, 2006.”


 


(b)                                 The
Loan Agreement shall be amended by deleting the following text appearing in the
definition of “Eligible Account” set forth in Section 13.1 of the Loan
Agreement:


 


“                                          (y)                                 Accounts
due under a fulfillment or requirements contract with the Account Debtor or
represent Deferred Revenue (provided, however, Deferred Revenue offsets will
not be deemed ineligible (if otherwise eligible hereunder) as long as Borrower
maintains, at all times, an Adjusted Quick Ratio of at least 1.25 to 1.0);


 


and inserting in lieu thereof the following:


 


“                                          (y)                                 Accounts
due under a fulfillment or requirements contract with the Account Debtor or
represent Deferred Revenue (provided, however, Deferred Revenue offsets will
not be deemed ineligible (if otherwise eligible hereunder) as long as Borrower
maintains, at all times, unrestricted cash and/or cash equivalents at Bank of
at least $25,000,000.00),”


 





















 


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


 


7.                                       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.


 


8.                                       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.


 


9.                                       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.


 


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


 


[Remainder
of page 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/ Leo S. Vannoni

  	
   

  
	
   

  	
  Name:

  	
  Leo S. Vannoni

  	
   

  
	
   

  	
  Title:

  	
  VP and Treasurer

  	
   

  
	
   

  	
   

  
	
   

  	
  ASPENTECH,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles F. Kane

  	
   

  
	
   

  	
  Name:

  	
  Charles F. Kane

  	
   

  
	
   

  	
  Title:

  	
  Treasurer

  	
   

  
	
   

  	
   

  
	
   

  	
  BANK:

  
	
   

  	
   

  
	
   

  	
  SILICON
  VALLEY BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Atanasoff

  	
   

  
	
   

  	
  Name:

  	
  John Atanasoff

  	
   

  
	
   

  	
  Title:

  	
  Senior Relationship Manager

  	
   

  
										



 


 


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/ Charles F. Kane

  	
   

  
	
  Name:

  	
  Charles F. Kane

  	
   

  
	
  Title:

  	
  Treasurer