EXHIBIT 10.8


 


NINETEENTH LOAN MODIFICATION
AGREEMENT


 


This
Nineteenth Loan Modification Agreement (this “Loan Modification Agreement”) is
entered into on April 11, 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 and a certain Eighteenth Loan Modification Agreement dated January 24,
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, 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.”


 




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 April 7, 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 (i) 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
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.”


 


(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, 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.”


 


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,


 


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2007, inclusive, in draft form, and (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 7,
2008, with final forms to be delivered to Bank as soon as available but in no
event later than May 15, 2008.  Bank
hereby waives (i) receipt of Borrower’s monthly Compliance Certificates (i) for
the periods ending October 31, 2007, November 30, 2007, January 31,
2008 and February 29, 2008 and (ii) 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
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.”


 


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 no later than April 7, 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
quarterly unaudited financial statement for the period ending December 31,
2007 in draft form on or before February 15, 2008.”


 


(iv)                              Section 6(7) 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 deliver its annual
operating budgets (including income statements, balance sheets and cash flow
statements, by quarter) for its fiscal year end 2008 on or before December 31,
2007.”


 


and inserting the following text in lieu thereof:


 


“; provided, however, Borrower may deliver its annual
operating budgets (including income statements, by quarter) for its fiscal year
end 2008 on or before December 31, 2007.   
Bank hereby waives receipt of Borrower’s balance sheet and statement of
cash flows for its fiscal year end 2008. “


 


4.                                       FEES.  Borrower
shall pay to Bank a modification fee of Ten Thousand Dollars ($10,000.00),
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


 


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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 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