Exhibit 10.22(d)
THIRD LOAN MODIFICATION AGREEMENT
This Third Loan Modification Agreement (this "Loan Modification Agreement") is
entered into as of January 28, 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, doing business under the name "Silicon Valley East"
("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
QBLIGATIONS.
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, AND A CERTAIN
SECOND LOAN MODIFICATION AGREEMENT DATED SEPTEMBER
, 2004 (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)
THE LOAN AGREEMENT SHALL BE AMENDED BY
DELETING THE FOLLOWING TEXT APPEARING IN SECTION 4 OF THE SCHEDULE TO THE LOAN
AGREEMENT:
"MATURITY DATE
(SECTION 6.1):
JANUARY 29, 2005"
AND INSERTING IN LIEU THEREOF THE FOLLOWING:
"MATURITY DATE
(SECTION 6.1):
APRIL 1, 2005"
(II)
THE LOAN AGREEMENT SHALL BE AMENDED BY
DELETING SECTION 5(A)(I) AND (II) OF THE SCHEDULE THERETO IN THEIR ENTIRETY AND
INSERTING IN LIEU THEREOF THE
FOLLOWING:
"A.
MINIMUM TANGIBLE NET WORTH:
BORROWER SHALL MAINTAIN, AS OF THE LAST DAY OF EACH MONTH, TO BE TESTED MONTHLY,
A TANGIBLE NET WORTH OF NOT LESS THAN THE SUM OF (I) PLUS (II) BELOW:
(I)
(A)
FROM AUGUST 1, 2004 THROUGH AND INCLUDING
AUGUST 31, 2004 - $116,000,000
(B)
FROM SEPTEMBER 1, 2004 THROUGH AND INCLUDING
SEPTEMBER 30, 2004 - $140,000,000
(C)
FROM OCTOBER 1, 2004 THROUGH AND INCLUDING
OCTOBER 31, 2004 - $128,000,000
(D)
FROM NOVEMBER 1, 2004 THROUGH AND INCLUDING
NOVEMBER 30, 2004 - $116,000,000
(E)
FROM DECEMBER 1, 2004 THROUGH AND INCLUDING
DECEMBER 31, 2004 - $140,000,000
(F)
FROM JANUARY 1, 2005 THROUGH AND INCLUDING
JANUARY 31, 2005 - $110,000,000
(G)
FROM FEBRUARY 1, 2005 THROUGH AND INCLUDING
FEBRUARY 28, 2005 - $100,000,000
(H)
FROM MARCH 1, 2005 AND THEREAFTER -
$120,000,000.