Exhibit 10.5


 


PROMISSORY NOTE


(Exim)


 




	
  $10,000,000.00

  	
   

  	
  April 1, 2005

  






 


FOR VALUE RECEIVED, the undersigned (jointly and
severally, individually and collectively, the “Borrower”), jointly and
severally promises to pay to the order of Silicon Valley Bank (“Bank”), at such
place as the holder hereof may designate, in lawful money of the United States
of America, the aggregate unpaid principal amount of all advances (“Advances”)
made by Bank to Borrower, up to a maximum principal amount of Ten Million
Dollars ($10,000,000.00), plus interest on the aggregate unpaid principal
amount of such Advances, at the rates and in accordance with the terms of the
Export-Import Bank Loan and Security Agreement between Borrower and Bank dated
as of January 30, 2003, as amended from time to time (the “Loan Agreement”)
on the first calendar day of each month after an Advance has been made.  The entire principal amount and all accrued
interest shall be due and payable on July 15, 2006, or on such earlier
date, as provided for in the Loan Agreement.


 


Borrower irrevocably waives the right to direct the
application of any and all payments at any time hereafter received by Bank from
or on behalf of Borrower, and Borrower irrevocably agrees that Bank shall have
the continuing exclusive right to apply any and all such payments against the
then due and owing obligations of Borrower as Bank may deem advisable.  In the absence of a specific determination by
Bank with respect thereto, all payments shall be applied in the following
order: (a) then due and payable fees and expenses; (b) then due and
payable interest payments and mandatory prepayments; and (c) then due and
payable principal payments and optional prepayments.


 


Bank is hereby authorized by Borrower to endorse on
Bank’s books and records each Advance made by Bank under this Note and the
amount of each payment or prepayment of principal of each such Advance received
by Bank; it being understood, however, that failure to make any such
endorsement (or any errors in notation) shall not affect the obligations of
Borrower with respect to Advances made hereunder, and payments of principal by
Borrower shall be credited to Borrower notwithstanding the failure to make a
notation (or any errors in notation) thereof on such books and records.


 


Borrower promises to pay Bank all reasonable costs
and reasonable expenses including all reasonable attorneys’ fees, incurred in
such collection or in any suit or action to collect this Note or in any appeal
thereof, unless a final court of competent jurisdiction finds that the Bank
acted with gross negligence or willful misconduct.  Borrower waives presentment, demand, protest,
notice of protest, notice of dishonor, notice of nonpayment, and any and all
other notices and demands in connection with the delivery, acceptance,
performance, default or enforcement of this Note, as well as any applicable
statute of limitations.  No delay by Bank
in exercising any power or right hereunder shall operate as a waiver of any
power or right.  Time is of the essence
as to all obligations hereunder.


 


This Note is issued pursuant to the Loan Agreement,
which shall govern the rights and obligations of Borrower with respect to all
obligations hereunder.


 


The law of the Commonwealth of Massachusetts shall
apply to this Agreement.  BORROWER AND
BANK EACH ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES,
UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT
OF COMPETENT JURISDICTION IN THE COMMONWEALTH OF MASSACHUSETTS IN ANY ACTION,
SUIT, OR PROCEEDING OF ANY KIND, AGAINST IT WHICH ARISES OUT OF OR BY REASON OF
THIS NOTE OR THE LOAN AGREEMENT; PROVIDED, HOWEVER, THAT IF FOR ANY REASON BANK
CANNOT AVAIL ITSELF OF THE COURTS OF THE COMMONWEALTH OF MASSACHUSETTS,
BORROWER ACCEPTS JURISDICTION OF THE COURTS AND VENUE IN SANTA CLARA COUNTY,
CALIFORNIA.


 





















 


BORROWER WAIVES ITS RIGHT TO A JURY TRIAL OF ANY
CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF ANY OF THE EXIM LOAN
DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING CONTRACT
CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR
STATUTORY CLAIMS.  BORROWER RECOGNIZES
AND AGREES THAT THE FOREGOING WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR IT
TO ENTER INTO THIS AGREEMENT.  BORROWER
REPRESENTS AND WARRANTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL
AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING
CONSULTATION WITH LEGAL COUNSEL.


 


 


	
   

  	
  ASPEN TECHNOLOGY, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Leo S. Vannoni

  	
   

  
	
   

  	
  Name: Leo S. Vannoni

  
	
   

  	
  Title: Treasurer

  
	
   

  	
   

  
	
   

  	
  ASPENTECH, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles F. Kane

  	
   

  
	
   

  	
  Name: Charles F. Kane

  
	
   

  	
  Title: Treasurer