Exhibit 10.3
ELEVENTH LOAN MODIFICATION AGREEMENT
This Eleventh Loan Modification Agreement (this "Loan Modification Agreement")
is entered into as of September 27, 2006, by and among (i) 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 (ii) ASPEN TECHNOLOGY, INC., a Delaware
corporation with offices at Ten Canal Park, Cambridge, Massachusetts 02141, for
itself and as successor by merger to ASPENTECH, INC., formerly 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 AND
BANK, AS AMENDED , 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, AND
AS FURTHER AMENDED BY A CERTAIN TENTH LOAN MODIFICATION AGREEMENT DATED
SEPTEMBER 15, 2006 (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, and all other
agreements, documents and instruments executed and delivered in connection
therewith, all of which shall be referred to collectively as the "Existing Loan
Documents".
3.
MODIFICATION/CONSENT TO KEY TRANSACTION
AND RELEASE.
SILICON HEREBY UNDERSTANDS THAT THE BORROWER AND CERTAIN OF ITS
SUBSIDIARIES THAT HAVE BEEN OR ARE TO BE FORMED INTEND TO ENTER INTO CERTAIN
TRANSACTIONS WITH KEY EQUIPMENT FINANCE, INC., AS AGENT, AND OTHERS PARTY TO THE
DOCUMENTS EVIDENCING THE KEY TRANSACTIONS ("KEY"), WHICH INCLUDE (I) ENTERING
INTO A PURCHASE AND SALE AGREEMENT (THE "P&S AGREEMENT") BETWEEN THE BORROWER
AND ASPEN TECHNOLOGY FUNDING 2006 - I LLC ("ASPEN I"), WHEREBY THE BORROWER WILL
SELL, TRANSFER AND ASSIGN TO ASPEN I CERTAIN TRANSFERRED RECEIVABLES, RELATED
SECURITY, CONTRACTS AND COLLECTIONS (AS SUCH TERMS ARE DEFINED IN THE