EXHIBIT 10.11


 


TWENTY-SECOND LOAN MODIFICATION
AGREEMENT


 


This
Twenty-second Loan Modification Agreement (this “Loan Modification Agreement”)
is entered into on July 15, 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, 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 and a certain Twenty-first Loan
Modification Agreement dated June 13, 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)                                     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,  (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, (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, (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 April 9, 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 July 15, 2008, and (v) its monthly unaudited
financial statements for the period ending on March 31, 2008, in draft
form as soon as available, and in any event no later than later than June 15,
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 July 15,
2008.  Bank
hereby waives (i) receipt of Borrower’s monthly unaudited financial statements
for the periods ending October 31, 2007, November 30, 2007, January 31,
2008, February 29, 2008, April 30, 2008 and May 31, 2008 and (ii) receipt
of Borrower’s monthly unaudited financial statement for the period ending December 31,
2007, in draft form, on or before January 31, 2008.”


 


and inserting the following text in lieu thereof:




 





“; provided, however,  Bank
hereby waives receipt of Borrower’s monthly unaudited financial statements
effective for each of the monthly periods ending April 30, 2007 through
and including the Maturity Date.”


 


(ii)                                  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, (i) Borrower may in lieu
thereof deliver its monthly Compliance Certificates for the period ending on a
date between April 30, 2007 and November 30, 2007, inclusive, in
draft form, provided further that Borrower delivers its monthly Compliance
Certificates for the periods ending on June 30, 2007 and September 30,
2007 in final form, as soon as available, and in any event no later than May 15,
2008, (ii) Borrower may deliver its monthly Compliance Certificate for the
period ending December 31, 2007, in draft form, as soon as available, and
in any event no later than April 9, 2008, with final forms to be delivered
to Bank as soon as available but in no event later than July 15, 2008, and
(iii) Borrower may deliver its monthly Compliance Certificate for the period
ending March 31, 2008, in draft form, as soon as available, and in any
event no later than June 15, 2008, with final forms to be delivered to
Bank as soon as available but in no event later than July 15, 2008.  Bank hereby waives (i) receipt of
Borrower’s monthly Compliance Certificates (x) for the periods ending October 31,
2007, November 30, 2007, January 31, 2008, February 29, 2008, April 30,
2008 and May 31, 2008 and (y) receipt of Borrower’s monthly
Compliance Certificate for the period ending December 31, 2007, in draft
form, on or before January 31, 2008.”


 


and inserting the following text in lieu thereof:


 


“; provided, however, (i) Borrower may in lieu
thereof deliver its monthly Compliance Certificates for the period ending on a
date between April 30, 2007 and November 30, 2007, inclusive, in draft
form, provided further that Borrower delivers its monthly Compliance
Certificates for the periods ending on June 30, 2007 and September 30,
2007 in final form, as soon as available, and in any event no later than May 15,
2008, (ii) Borrower may deliver its monthly Compliance Certificate for the
period ending December 31, 2007, in draft form, as soon as available, and
in any event no later than April 9, 2008, with final forms to be delivered
to Bank as soon as available but in no 


 


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event later than August 29, 2008, (iii) Borrower
may deliver its monthly Compliance Certificate for the period ending March 31,
2008, in draft form, as soon as available, and in any event no later than June 15,
2008, with final forms to be delivered to Bank as soon as available but in no
event later than August 29, 2008, and (iv) Borrower may deliver its
monthly Compliance Certificate for the period ended June 30, 2008, as soon
as available but in no event later than September 15, 2008.  Bank hereby waives (i) receipt of
Borrower’s monthly Compliance Certificates (x) for the periods ending October 31,
2007, November 30, 2007, January 31, 2008, February 29, 2008, April 30,
2008, May 31, 2008, July 31, 2008, August 31, 2008 and October 31,
2008 and (y) receipt of Borrower’s monthly Compliance Certificate for the
period ending December 31, 2007, in draft form, on or before January 31,
2008.”


 


(iii)                               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 (i) 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 no later than April 9, 2008, with final
forms of the September 30, 2007 quarterly unaudited financial statements
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) deliver
its quarterly unaudited financial statements for the period ending on December 31,
2007 in final form within three days of the filing of such financial statements
with the SEC but in no event later than July 15, 2008; and (iii) deliver
its quarterly unaudited financial statements for the period ending on March 31,
2008 in draft form as soon as available, and in any event no later than June 15,
2008, with final forms of the March 31, 2008 quarterly unaudited financial
statements to be delivered to Bank within three days of the filing of such
financial statements with the SEC but in no event later than July 15,
2008.  Bank hereby waives receipt of
Borrower’s quarterly unaudited financial statement for the period ending December 31,
2007 in draft form on or before February 15, 2008.”


 


and inserting the following text in lieu thereof:


 


“; provided, however, Borrower may in lieu thereof (i) 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 no later than April 9, 2008, with final
forms of the September 30, 2007 quarterly unaudited financial statements
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) deliver
its quarterly unaudited financial statements for the period ending on December 31,
2007 in final form within three days of the filing of such financial statements
with the SEC but in no event later than August 29, 2008; (iii) deliver
its quarterly unaudited financial statements for the period ending on March 31,
2008 to Bank within three days of the filing of such financial statements with
the SEC but in no event later than August 29, 2008; and (iv) deliver
its quarterly unaudited financial statements for the period ended June 30,
2008 to Bank within three days of the filing of such financial statements with
the SEC but in no event later than September 15, 2008.  Bank hereby waives receipt of Borrower’s
quarterly unaudited financial statement for the period ending December 31,
2007 in draft form on or before February 15, 2008.”


 


4.                                       FEES.  Borrower shall pay to Bank a modification fee
of Seven Thousand Five Hundred Dollars ($7,500), 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.


 


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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 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

  
									



 


 


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