EXHIBIT 10.7


 


EIGHTEENTH LOAN MODIFICATION
AGREEMENT


 


This
Eighteenth Loan Modification Agreement (this “Loan Modification Agreement”) is
entered into on January 24, 2008 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, a certain Sixteenth Loan Modification
Agreement dated October 16, 2007 and a certain Seventeenth Loan
Modification Agreement dated December 28, 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 4
of the Schedule to the Loan Agreement:


 


“MATURITY DATE


 


(Section 6.1):                           February 15, 2008”


 


and inserting in lieu
thereof the following:


 





















 


“MATURITY DATE


 


(Section 6.1):                           May 15, 2008”


 


(ii)                                  Section 6(1) of
the Schedule to the Loan Agreement shall be amended by deleting the following
text appearing 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.”


 


and inserting the following text in lieu thereof:


 


“; 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 May 15,
2008.”


 


(iii)                               Section 6(2) 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 shall not be required to deliver its monthly accounts payable agings
to Bank during the period commencing November 1, 2007 through February 15,
2008.”


 


and inserting the following text in lieu thereof:


 


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


 


and inserting the following text in lieu thereof:


 


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


 


2

















 


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.”




 







and inserting the
following text in lieu thereof:







 





“; 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 May 15, 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 May 15,
2008, (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 May 15, 2008, and (iv) ) its
monthly unaudited financial statements for the period ending on December 31,
2007, in draft form as soon as available, and in any event no later than January 31,
2008, 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 May 15,
2008.  Bank hereby waives receipt of
Borrower’s monthly unaudited financial statements for the periods ending October 31,
2007, November 30, 2007, January 31, 2008 and February 29, 2008.”


 


(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 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.”




 





and inserting the following text in lieu thereof:


 


“; provided, however,
Borrower may in lieu thereof deliver its monthly Compliance Certificates for
periods ending on a date between April 30, 2007 and December 31,
2007, inclusive, in draft form.  Bank
hereby waives receipt of Borrower’s monthly Compliance Certificates for the
periods ending October 31, 2007, November 30, 2007, January 31, 2008
and February 29, 2008.”


 


(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


 


3

















 


filing of such financial
statements with the SEC but in no event later than January 18, 2008.”


 


and inserting the following text in lieu thereof:


 


“; provided, however,
Borrower may in lieu thereof deliver its quarterly unaudited financial
statements for the periods ending on June 30, 2007, September 30,
2007 and December 31, 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 May 15, 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 January 18, 2008.”


 


and inserting the following text in lieu thereof:


 


“; 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 May 15, 2008.”


 


4.                                       FEES.  Borrower shall pay to Bank a modification fee
of Ninety-Three Thousand Seven Hundred Fifty Dollars ($93,750.00), which fee
shall be due on the date hereof and shall be deemed fully earned as of the date
hereof .  Borrower shall also 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


 


4

















 


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.


 


[Remainder of page intentionally
left blank.]


 


5

















 


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 T. Miller

  
	
   

  	
  Name:

  	
  Bradley T. Miller

  
	
   

  	
  Title:

  	
  Chief
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  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 T. Miller

  	
   

  
	
  Name:

  	
     Bradley T. Miller

  	
   

  
	
  Title:

  	
   Chief
  Financial Officer