Exhibit 10.2
Confidential Materials omitted and filed separately with the
Securities and Exchange Commission.
Asterisks denote omissions.
FOURTH LOAN MODIFICATION AGREEMENT
This Fourth Loan Modification Agreement (this "Loan Modification Agreement') is
entered into as of April 1, 2005, 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 and
ASPENTECH, INC., a Texas corporation with offices at Ten Canal Park, Cambridge,
Massachusetts 02141 (jointly and severally, individually and collectively,
"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 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, AND A CERTAIN THIRD LOAN
MODIFICATION AGREEMENT DATED JANUARY 28, 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 THE FOLLOWING TEXT APPEARING AS SECTION 2.2 THEREOF:
"2.2. RELEASE OF CERTAIN COLLATERAL.
PROVIDED NO DEFAULT THEN EXISTS, SILICON
AGREES TO ENTER INTO AN AMENDMENT TO THIS AGREEMENT IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO SILICON AND BORROWER (THE
"AMENDMENT") TO MODIFY THE COLLATERAL TO A FIRST PRIORITY SECURITY INTEREST ONLY
ON BORROWER'S PAYMENT INTANGIBLES, RECEIVABLES AND PROCEEDS THEREOF, UPON
BORROWER'S ACHIEVEMENT OF NET INCOME IN EXCESS OF $2,500,000 PER QUARTER FOR TWO
(2) CONSECUTIVE QUARTERS.
ANY SUCH MODIFICATION OF THE COLLATERAL SHALL ONLY BE
EFFECTIVE UPON EXECUTION OF THE AMENDMENT BY SILICON AND BORROWER."
AND INSERTING IN LIEU THEREOF THE FOLLOWING:
"2.2. RELEASE OF CERTAIN COLLATERAL.
INTENTIONALLY OMITTED."
(II)
THE LOAN AGREEMENT SHALL BE AMENDED BY
DELETING THE FOLLOWING TEXT APPEARING IN THE DEFINITION OF "ELIGIBLE
RECEIVABLES" SET FORTH IN SECTION 8 OF THE LOAN AGREEMENT:
"(II) THE RECEIVABLE MUST NOT BE DUE UNDER A FULFILLMENT OR REQUIREMENTS
CONTRACT WITH THE ACCOUNT DEBTOR OR REPRESENT DEFERRED REVENUE (PROVIDED,
HOWEVER, DEFERRED REVENUE OFFSETS WILL NOT