Exhibit 10.7
PARTIAL RELEASE AND
ACKNOWLEDGEMENT AGREEMENT
This Partial Release and
Acknowledgment Agreement (the “Agreement”) is entered
into as of June 15, 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 (“SVB”), (ii) ASPEN
TECHNOLOGY, INC. , a Delaware corporation with offices at Ten
Canal Park, Cambridge, Massachusetts 02141 and (iii) ASPENTECH,
INC. , a Texas corporation with offices at Ten Canal Park,
Cambridge, Massachusetts 02141 (jointly and severally, individually
and collectively, “Borrower”), and the parties who have
executed this Agreement, as evidenced by their signature below
(each a “Party”, and collectively, the
“Parties”).
Whereas, Borrower is indebted to SVB
pursuant to a loan arrangement dated as of January 30, 2003,
as evidenced by a certain Loan and Security Agreement and a certain
Export-Import Bank Loan and Security Agreement each dated as of
January 30, 2003 (each as amended and in effect, collectively,
the “SVB Loan Arrangement”) and SVB and Borrower have
also entered into a certain Non-Recourse Receivables Purchase
Agreement dated December 31, 2003 (as amended and in effect,
the “SVB Purchase Facility”).
Whereas, SVB has agreed to release
its security interest in certain assets of Borrower in accordance
with the provisions hereof in order to permit Borrower to sell such
assets to Aspen Technology Receivables I LLC, free and clear of the
security interest granted to SVB under the SVB Loan Arrangement and
SVB’s interest in the accounts receivable purchased under the
SVB Purchase Facility.
Now, therefore, for good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, SVB, the Borrower, and the Parties hereby
agree as follows:
1.
Partial
Release . SVB hereby
irrevocably releases any lien, claim, encumbrance or security
interest (including, without limitation, its security interests
under the SVB Loan Arrangement and its interest in accounts
receivable purchased under the SVB Purchase Facility) it may have,
solely in those certain accounts receivable, contracts (or portion
thereof), related security, and collections which are listed
on Exhibit A
hereto (the
“SPV Receivables”) and all proceeds
thereof.
2.
Treatment of
Proceeds of the SPV Receivables . SVB specifically
acknowledges and agrees that it shall retain no security interest
or ownership interest in or to the SPV Receivables or the proceeds
thereof (the “Funds”). In the event SVB receives,
acquires or obtains any such Funds directly from the Collection
Account (as defined herein) as payment of any of the
Borrowers’ obligations under the SVB Loan Arrangement or the
SVB Purchase Facility, in connection with a disbursement request by
the Borrower to SVB directly from the Collection Account, or by set
off or other action taken by SVB against the Collection Account,
SVB agrees to promptly turn over any such Funds, or the
