EXHIBIT 10.79
SEVENTH LOAN MODIFICATION AGREEMENT
This Seventh Loan Modification Agreement (this "Loan Modification Agreement") is
entered into as of September 13, 2005, 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 Ten Canal Park, Cambridge, Massachusetts 02141 for itself and as
successor by merger with ASPENTECH, INC., a Texas corporation with offices at
Ten Canal Park, Cambridge, Massachusetts 02141 ("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, AND AS FURTHER AMENDED BY A CERTAIN
SIXTH LOAN MODIFICATION AGREEMENT DATED JUNE 15, 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 SECTION 5(A) OF THE SCHEDULE THERETO IN ITS 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 April 1, 2005 through and including April 30, 2005 - $35,000,000;
(b) from May 1, 2005 through and including May 31, 2005 - $25,000,000;
(c) from June 1, 2005 through and including June 30, 2005 - $21,000,000;
(d) from July 1, 2005 through and including July 31, 2005 - $14,000,000;
(e) from August 1, 2005 through and including August 31, 2005 - $7,000,000;
(f) from September 1, 2005 through and including September 30, 2005 -
$21,000,000;
(g) from October 1, 2005 through and including October 31, 2005 -