Exhibit 10.2


 


Confidential Materials omitted and filed separately with the


Securities and Exchange Commission. 
Asterisks denote omissions.


 


FOURTH LOAN MODIFICATION AGREEMENT


 


This Fourth Loan Modification Agreement (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 Loan and Security Agreement dated as of January 30, 2003 between
Borrower 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, and a
certain Third Loan Modification Agreement dated January 28, 2005 (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 including the
Export-Import Bank Loan and Security Agreement dated as of January 30,
2003, as amended, 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 as Section 2.2
thereof:


 


“2.2. Release
of Certain Collateral. 
Provided no Default then exists, Silicon agrees to enter into an
amendment to this Agreement in form and substance reasonably satisfactory to
Silicon and Borrower (the


 





















 


“Amendment”) to modify
the Collateral to a first priority security interest only on Borrower’s Payment
Intangibles, Receivables and proceeds thereof, upon Borrower’s achievement of
net income in excess of $2,500,000 per quarter for two (2) consecutive
quarters.  Any such modification of the
Collateral shall only be effective upon execution of the Amendment by Silicon
and Borrower.”


 


and inserting in
lieu thereof the following:


 


“2.2. Release
of Certain Collateral. 
Intentionally omitted.”


 


(ii)                                  The
Loan Agreement shall be amended by deleting the following text appearing in the
definition of “Eligible Receivables” set forth in Section 8 of the Loan
Agreement:


 


“(ii) the Receivable
must not be 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 Silicon of at least $50,000,000.00),”


 


and inserting in
lieu thereof the following:


 


“(ii) the Receivable
must not be 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 Silicon of at least $25,000,000.00),”


 


(iii)                               The
Loan Agreement shall be amended by deleting the following text appearing in the
definition of “Permitted Liens” set forth in Section 8 of the Loan
Agreement:


 


“(xiii) liens of The
Royal Bank of Scotland and/or National Westminster Bank or other reputable,
comparable financial institution (collectively, “Nat West”) in specific cash
(or cash equivalents) pledged to Nat West to secure Borrower’s obligations
pursuant to that certain guaranty of certain letters of credit issued on behalf
of AspenTech UK Limited in an amount not to exceed UK£1,300,000.00  (the “Nat West Debt”);”


 


and inserting in
lieu thereof the following:


 


“(xiii) liens of The
Royal Bank of Scotland and/or National Westminster Bank or other reputable,
comparable financial institution (collectively, “Nat West”) in specific cash
(or cash equivalents) pledged to Nat West to


 


2





















 


secure Borrower’s
obligations pursuant to that certain guaranty of certain letters of credit
issued on behalf of AspenTech UK Limited in an amount not to exceed GBP
£2,000,000.00  (the “Nat West Debt”);”


 


(iv)                              The
Loan Agreement shall be amended by deleting the following text appearing in Section 4
of the Schedule to the Loan Agreement:


 


“MATURITY DATE


 


(Section 6.1):   April 1,
2005”


 


and inserting in
lieu thereof the following:


 


“MATURITY DATE


 


(Section 6.1):   July 15,
2006”


 


(v)                                 The
Loan Agreement shall be amended by deleting Section 5(a) of the Schedule thereto
in their entirety and inserting in lieu thereof the following:


 


“a.
Minimum Tangible Net Worth:


 


Borrower shall at all times maintain, to be tested monthly, as of the
last day of each month, a Tangible Net Worth of not less than the sum of (i) plus
(ii) below:


 


(i)


 


(a) from March 1, 2005 through and including March 31,
2005 - $55,000,000;


 


(b) from April 1, 2005 through and including April 30,
2005 - $43,000,000;


 


(c) from May 1, 2005 through and including May 31, 2005
- $31,000,000;


 


(d) from June 1, 2005 through and including June 30,
2005 - $55,000,000;


 


(e) from July 1, 2005 through and including July 31,
2005 - $43,000,000;


 


(f) from August 1, 2005 through and including August 31,
2005 - $31,000,000;


 


3





















 


(g) from September 1, 2005 through and including September 30,
2005 - $60,000,000;


 


(h) from October 1, 2005 through and including October 31,
2005 - $50,000,000;


 


(i) from November 1, 2005 through and including November 30,
2005 - $40,000,000;


 


(j) from December 1, 2005 through and including December 31,
2005 - $70,000,000;


 


(k) from January 1, 2006 through and including January 31,
2006 - $60,000,000;


 


(l) from February 1, 2006 through and including February 28,
2006 - $50,000,000;


 


(m) from March 1, 2006 through and including March 31, 2006 -
$75,000,000;


 


(n) from April 1, 2006 through and including April 30, 2006 -
$65,000,000;


 


(o) from May 1, 2006 through and including May 31, 2006 -
$55,000,000; and


 


(p) from June 1, 2006 through and including June 30, 2006 -
$80,000,000.


 


 (ii) 75% of all
consideration received after March 1, 2005 from proceeds from the issuance
of any equity securities of the Borrower (other than (i) the issuance of
stock options, restricted stock or other stock-based awards under the Borrower’s
director or employee stock incentive plans, or (ii) stock purchases under
the Borrower’s employee stock purchase plan).”


 


(vi)                              The
Loan Agreement shall be amended by deleting the following text appearing in Section 5(c) of
the Schedule thereto:


 


“c. Adjusted Quick Ratio:


 


Borrower shall maintain, at all times, to be tested monthly, an
Adjusted Quick Ratio of at least (a) 1.25 to 1.00 as of the last day of
each January, February, April, May, July, August, October and November during
the term of this Agreement, and (b) 1.50 to 1.00 as of the last day of
each March, June, September and December during the term of this
Agreement.”


 


4





















 


and inserting in lieu thereof the following:


 


“c. Adjusted Quick Ratio:


 


Borrower shall maintain, at all times, to be tested monthly, an
Adjusted Quick Ratio of at least:


 


(a) from March 1, 2005 through and including May 31,
2005 - 1.5 to 1.0;


 


(b) from June 1, 2005 through and including June 30,
2005 - 1.4 to 1.0;


 


(c) from July 1, 2005 through and including July 31,
2005 - 1.2 to 1.0;


 


(d) from August 1, 2005 through and including August 31,
2005 - 1.0 to 1.0;


 


(e) from September 1, 2005 through and including September 30,
2005 - 1.4 to 1.0;


 


(f) from October 1, 2005 through and including October 31,
2005 - 1.2 to 1.0;


 


(g) from November 1, 2005 through and including November 30,
2005 - 1.0 to 1.0;


 


(h) from December 1, 2005 through and including December 31,
2005 - 1.5 to 1.0


 


(i) from January 1, 2006 through and including January 31,
2006 - 1.2 to 1.0;


 


(j) from February 1, 2006 through and including February 28,
2006 - 1.1 to 1.0;


 


(k) from March 1, 2006 through and including March 31, 2006 -
1.5 to 1.0;


 


(l) from April 1, 2006 through and including April 30, 2006 -
1.2 to 1.0;


 


(m) from May 1, 2006 through and including May 31, 2006 - 1.1
to 1.0; and


 


(n) from June 1, 2006 through and including June 30, 2006 -
1.5 to 1.0.”


 


(vii)                           The
Loan Agreement shall be amended (a) by deleting the following text
appearing in Section 5 of the Schedule thereto:


 


5





















 


“                                          “Quick
Assets” is, on any date, the Borrower’s consolidated, unrestricted cash, cash
equivalents, net billed accounts receivable (plus the current portion of
long-term installment receivables, net of unamortized discounts) and
investments with maturities of fewer than 12 months determined according to
GAAP.”


 


and inserting in lieu
thereof the following:


 


“                                          “Quick
Assets” is, on any date, the Borrower’s consolidated, unrestricted cash, cash
equivalents, net billed accounts receivable and investments with maturities of
fewer than 12 months determined according to GAAP.”


 


(b) by deleting the
following text appearing in the definition of “Tangible Net Worth”:


 


“(B) there shall be
excluded from liabilities:  all
indebtedness which is subordinated to the Obligations under a subordination
agreement in form specified by Silicon or by language in the instrument
evidencing the indebtedness which is acceptable to Silicon in its discretion.”


 


(viii)                        The Loan
Agreement shall be amended by deleting the following text appearing in Section 8
of the Schedule thereto:


 


“                                          e.                                       up
to UK£1,300,000.00 at Nat West to secure the Nat West Debt.”


 


and inserting in
lieu thereof the following:


 


“                                          e.                                       up
to GBP £2,000,000.00 at Nat West to secure the Nat West Debt.”


 


(ix)                                The
Loan Agreement shall be amended by deleting Exhibit B thereto and
inserting in lieu thereof Exhibit A hereto.


 


4.                                       CONSENT
TO PAYMENT OF SUBORDINATED DEBT.


 


(a)                                  Notwithstanding
the terms of the Existing Loan Documents to the contrary, including, without
limitation, Section 5.5 of the Loan Agreement, Borrower may not redeem,
retire, purchase or otherwise acquire, directly or indirectly, any of Borrower’s
stock, and/or any of Borrower’s 5 1/4% 
Convertible Subordinated Debentures or other subordinated debt
instruments; provided, however, Borrower may redeem, retire, purchase or
acquire, directly or indirectly, any of Borrower’s 5 1/4% Convertible
Subordinated Debentures pursuant to the terms of the Indenture, provided that
at the time of each such payment, redemption, retirement, acquisition or
purchase there is then no Default continuing, or


 


6





















 


would be continuing after
giving effect to such payment, redemption, retirement, acquisition or purchase
and the aggregate of all such repurchases on or after April 1, 2005 do not
exceed $20,000,000.


 


(b)                                 Notwithstanding
the terms of the Existing Loan Documents to the contrary and in addition to the
foregoing, Bank hereby consents to Borrower’s proposed repayment on or before June 15,
2005 of Borrower’s 5 1/4% Convertible Subordinated Debentures, provided that,
at the time of such payment: (i) no Borrower is then in Default or would
be in Default after giving effect to such payment, (ii) Borrower will be
in pro-forma compliance with each of the financial covenants set forth in Section 5
of the Schedule to the Loan Agreement after giving effect to the making of
such payment, (iii) such payment does not exceed $56,745,000 (plus accrued
interest, but less any payments made pursuant to subsection (a) above),
and (iv) Borrower delivers to Bank a written notice at least two (2) business
days prior to making such payment, which notice contains the appropriate
reports and calculation evidencing Borrower’s pro-forma compliance with each of
the financial covenants set forth in Section 5 of the Schedule to the
Loan Agreement after giving effect to the making of such payment.


 


5.                                       CONSENT
TO [**]. Bank hereby agrees that [**] as a result of [**] in accordance with
[**] provided that [**] would be [**].


 


6.                                       WAIVER.  Bank hereby waives Borrower’s existing
defaults under the Existing Loan Documents by virtue of Borrower’s failure to
comply with Section 3.7 of the Loan Agreement solely with respect to the
delivery of Borrower’s restated financial statements as described on Exhibit A
hereto [**] (the “Disclosures”). Bank’s waiver of Borrower’s compliance with
said affirmative covenants shall apply only to the foregoing delivery of the
restated financial statements and the foregoing specific failure to timely
provide to Bank the Disclosures and shall be limited solely to the delivery of
the restated financial statements and Borrower’s failure to timely disclose,
rather than any implied waiver or consent with respect to the substance or
materiality of the restated financial statements or Disclosures.  Nothing herein shall be deemed a waiver of
any other Event of Default that may arise as a result of the matters contained
in such restated financial statements or Disclosures, now or in the
future.  In addition, Bank hereby waives
Borrower’s existing default under the Existing Loan Documents by virtue of
Borrower’s permitting to exist liens in an amount up to GBP £2,000,000.00 at
Nat West to secure the Nat West Debt.


 


7.                                       FEES.  Borrower shall pay to Bank a modification fee
of $156,000.00 which fee shall be due on the date hereof and shall be deemed
fully earned as of the date hereof.  The
Borrower shall also reimburse Bank for all legal fees and expenses incurred in
connection with this amendment to the Existing Loan Documents.


 


8.                                       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


 


7





















 


acknowledges,
confirms and agrees that said Negative Pledge Agreement shall remain in full
force and effect.


 


9.                                       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 hereto and Exhibit A
hereto and acknowledges, confirms and agrees the disclosures and information
therein has not changed as of the date hereof, except as set forth on Schedule 1
annexed hereto.


 


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


 


11.                                 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.


 


12.                                 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.


 


13.                                 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.


 


14.                                 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.]


 


8





















 


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