EXHIBIT 10.13


 


TWENTY-FOURTH LOAN MODIFICATION
AGREEMENT


 


This
Twenty-fourth Loan Modification Agreement (this “Loan
Modification Agreement”) is entered into on the Twenty-fourth Loan
Modification Effective Date, 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, a certain Seventeenth Loan Modification Agreement dated December 28,
2007,  a certain Eighteenth Loan
Modification Agreement dated January 24, 2008, a certain Nineteenth Loan
Modification Agreement dated April 11, 2008, a certain Twentieth Loan
Modification Agreement dated May 15, 2008, a certain Twenty-first Loan
Modification Agreement dated June 13, 2008 a certain Twenty-second Loan
Modification Agreement dated July 15, 2008, and a certain Twenty-third
Loan Modification Agreement, dated September 30, 2008  (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 3
of the Schedule to the Loan Agreement:


 


“Unused Line Fee: In the event, in any calendar month
(or portion thereof at the beginning and end of the term hereof), the average
daily principal balance of the Loans 


 

















 


outstanding (including Letters of Credit, Cash
Management Services and the FX Reserve) during the month is less than the
amount of the Maximum Credit Limit, Borrower shall pay Silicon an unused line
fee in an amount equal to 0.25% per annum on the difference between the amount
of the Maximum Credit Limit and the average daily principal balance of the
Loans outstanding (including Letters of Credit, Cash Management Services and
the FX Reserve) during the month, which unused line fee shall be computed and
paid monthly, in arrears, on the first day of the following month.”


 


and inserting in lieu thereof the following:


 


“Unused Line Fee: In the event, in any calendar month
(or portion thereof at the beginning and end of the term hereof), the average
daily principal balance of the Loans outstanding (including Letters of Credit,
Cash Management Services and the FX Reserve) during the month is less than the
amount of the Maximum Credit Limit, Borrower shall pay Silicon an unused line
fee in an amount equal to 0.375% per annum on the difference between the amount
of the Maximum Credit Limit and the average daily principal balance of the
Loans outstanding (including Letters of Credit, Cash Management Services and
the FX Reserve) during the month, which unused line fee shall be computed and
paid monthly, in arrears, on the first day of the following month; provided,
however,  if Borrower maintains an
average daily balance of at least $10,000,000 on deposit with Silicon during
each month in a non-interest bearing account, Borrower shall pay Silicon an
unused line fee in an amount equal to 0.1875% per annum on the difference
between the amount of the Maximum Credit Limit and the average daily principal
balance of the Loans outstanding (including Letters of Credit, Cash Management
Services and the FX Reserve) during the month, which unused line fee shall be
computed and paid monthly, in arrears, on the first day of the following month.”


 


(ii)                                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): November 15, 2008”


 


and inserting in lieu thereof the following:


 


 “MATURITY DATE


 


(Section 6.1): January 15, 2009”


 


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


 


“c. Adjusted Quick Ratio:


 


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


 


(a) from April 1,
2005 through and including April 30, 2005 - 1.35 to 1.0;


 


(b) from May 1,
2005 through and including May 31, 2005 - 1.20 to 1.0;


 


(c) from June 1,
2005 through and including June 30, 2005 - 1.15 to 1.0;


 


(d) from July 1,
2005 through and including July 31, 2005 - 1.05 to 1.0;


 


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(e) from August 1,
2005 through and including August 31, 2005 - 0.95 to 1.0;


 


(f) from September 1,
2005 through and including September 30, 2005 - 1.15 to 1.0;


 


(g) from October 1,
2005 through and including October 31, 2005 - 1.05 to 1.0;


 


(h) from November 1,
2005 through and including November 30, 2005 - 0.95 to 1.0;


 


(i) from December 1,
2005 through and including December 31, 2005 - 1.20 to 1.0


 


(j) from January 1,
2006 through and including January 31, 2006 - 1.10 to 1.0;


 


(k) from February 1,
2006 through and including February 28, 2006 - 1.00 to 1.0;


 


(l) from March 1,
2006 through and including March 31, 2006 - 1.25 to 1.0;


 


(m) from April 1,
2006 through and including April 30, 2006 - 1.15 to 1.0;


 


(n) from May 1,
2006 through and including May 31, 2006 - 1.05 to 1.0;


 


(o) from June 1,
2006 through December 31, 2006 - 1.25 to 1.0;


 


(p) from January 1,
2007 through and including February 28, 2007 - 1.15 to 1.0;


 


(q) from March 1,
2007 through and including March 31, 2007 - 1.25 to 1.0;


 


(r) from April 1,
2007 through and including May 31, 2007 - 1.15 to 1.0; and


 


(s) from June 1, 2007 and thereafter - 1.50
to 1.0.”


 


and inserting in lieu thereof the following:


 


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


 


(a) from April 1,
2005 through and including April 30, 2005 - 1.35 to 1.0;


 


(b) from May 1,
2005 through and including May 31, 2005 - 1.20 to 1.0;


 


(c) from June 1,
2005 through and including June 30, 2005 - 1.15 to 1.0;


 


(d) from July 1,
2005 through and including July 31, 2005 - 1.05 to 1.0;


 


(e) from August 1,
2005 through and including August 31, 2005 - 0.95 to 1.0;


 


(f) from September 1,
2005 through and including September 30, 2005 - 1.15 to 1.0;


 


(g) from October 1,
2005 through and including October 31, 2005 - 1.05 to 1.0;


 


(h) from November 1,
2005 through and including November 30, 2005 - 0.95 to 1.0;


 


(i) from December 1,
2005 through and including December 31, 2005 - 1.20 to 1.0


 


(j) from January 1,
2006 through and including January 31, 2006 - 1.10 to 1.0;


 


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(k) from February 1,
2006 through and including February 28, 2006 - 1.00 to 1.0;


 


(l) from March 1,
2006 through and including March 31, 2006 - 1.25 to 1.0;


 


(m) from April 1,
2006 through and including April 30, 2006 - 1.15 to 1.0;


 


(n) from May 1,
2006 through and including May 31, 2006 - 1.05 to 1.0;


 


(o) from June 1,
2006 through December 31, 2006 - 1.25 to 1.0;


 


(p) from January 1,
2007 through and including February 28, 2007 - 1.15 to 1.0;


 


(q) from March 1,
2007 through and including March 31, 2007 - 1.25 to 1.0;


 


(r) from April 1,
2007 through and including May 31, 2007 - 1.15 to 1.0;


 


(s) from June 1, 2007 through and including October 31,
2008 - 1.50 to 1.0; and


 


(t) from November 1, 2008 and thereafter,
1.75 to 1.0.”


 


(iv)                            The
Loan Agreement shall be amended by deleting the period and adding the following
text to the end of Section 6(5) of the Schedule to the Loan
Agreement:


 


“; provided, further, that beginning on the
Twenty-fourth Loan Modification Effective Date through the Maturity Date, Bank
waives receipt of all monthly Compliance Certificates otherwise deliverable
hereunder.  Notwithstanding the
foregoing, Borrower shall promptly deliver such information as Bank shall
reasonably request to enable Bank to verify Borrower’s compliance with the
financial covenants contained in Section 5 of the Schedule to the Loan
Agreement.”


 


(v)                               Section 8
of the Loan Agreement shall be amended by adding the following definitions
thereto, each in the appropriate alphabetical order:


 


““Twenty-fourth Loan Modification Agreement”
means that certain Twenty-fourth Loan Modification Agreement, executed on the
Twenty-fourth Loan Modification Effective Date.


 


“Twenty-fourth Loan Modification Effective Date”
means the date indicated on the signature page to the Twenty-fourth Loan
Modification Agreement.”


 


4.                                       FEES.  Borrower shall pay to Bank a modification fee
of Forty One Thousand Six Hundred Sixty Seven Dollars ($41,667.00), 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 


 


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information therein, in
Schedule 3.10 to the Loan Agreement, in 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 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.


 


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left blank.]


 


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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

  
								



 


 


Twenty-fourth Loan Modification Effective Date: November 14,
2008


 


[Twenty-forth Loan
Modification Agreement Signature Page]