TWENTY-THIRD LOAN MODIFICATION AGREEMENT

EXHIBIT 10.12

TWENTY-THIRD LOAN MODIFICATION AGREEMENT

This Twenty-third Loan Modification Agreement (this “Loan Modification Agreement”) is entered into on the Twenty-third Loan Modification Effective Date, by and between SILICON VALLEY BANK, a California chartered bank, with its principal place of business at 0000 Xxxxxx Xxxxx, Xxxxx Xxxxx, Xxxxxxxxxx 00000 and with a loan production office located at One Newton Executive Park, Suite 200, 0000 Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (“Bank”) and ASPEN TECHNOLOGY, INC., a Delaware corporation with offices at 000 Xxxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxxxxxxx 00000 for itself and as successor by merger with ASPENTECH, INC., a Texas corporation with offices at 000 Xxxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxxxxxxx 00000 (“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,  a certain Eighteenth Loan Modification Agreement dated January 24, 2008, a certain Nineteenth Loan Modification Agreement dated April 11, 2008, a certain Twentieth Loan Modification Agreement dated May 15, 2008, a certain Twenty-first Loan Modification Agreement dated June 13, 2008 and a certain Twenty-second Loan Modification Agreement dated July 15, 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(5) of the Schedule to the Loan Agreement shall be amended by adding the following text at the end of the Section:

“; provided, further, that beginning on the Twenty-third Loan Modification Effective Date, Borrower may in lieu thereof deliver its monthly Compliance Certificates for the monthly period coinciding with each fiscal quarter end of the Borrower (each September 

30, December 31, March 31, and June 30), within five (5) days of filing the quarterly financials of the Borrower pursuant to Section 6(6) for such fiscal quarter with the SEC.  Bank hereby waives delivery of all other monthly Compliance Certificates.”

(ii) Section 6(6) of the Schedule to the Loan Agreement shall be amended by adding the following text at the end of the Section:

“; provided, further, that beginning on the Twenty-third Loan Modification Effective Date, Borrower may in lieu thereof deliver its quarterly unaudited financial statements to Bank contemporaneously with the filing of such quarterly financial statements with the SEC.”

(iii) Section 6(8) of the Schedule to the Loan Agreement shall be amended by adding the following text at the end of the Section:

“;provided, further, that beginning on the Twenty-third Loan Modification Effective Date, Borrower may in lieu thereof deliver its annual financial statements to Bank contemporaneously with the filing of such annual financial statements with the SEC.”

(iv) Section 8 of the Loan Agreement shall be amended by adding the following definitions thereto, each in the appropriate alphabetical order:

““Twenty-third Loan Modification Agreement” means that certain Twenty-Third Loan Modification Agreement, executed on the Twenty-third Loan Modification Effective Date.

“Twenty-third Loan Modification Effective Date” means the date indicated on the signature page to the Twenty-third Loan Modification Agreement.”

4. FEES.  Borrower shall pay to Bank a modification fee of Seven Thousand Five Hundred Dollars ($7,500), 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 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 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.

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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.

[Remainder of page intentionally 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/ Xxxxxxx X. Xxxxxx
	Name:				Xxxxxxx X. Xxxxxx
	Title:				Chief Financial Officer
	BANK:
	SILICON VALLEY BANK
	By:		/s/ Xxxxxxx Xxxxxxx
	Name:				Xxxxxxx Xxxxxxx
	Title:				Senior Vice President

Twenty-third Loan Modification Effective Date: September 30, 2008

[Twenty-third Loan Modification Agreement Signature Page]