ASPEN TECHNOLOGY INC /DE/: Entering into a Material Definitive Agreement, Creating a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (Form 8-K )

Section 1.01 Entering into a Material Definitive Agreement

On December 14, 2021, we entered into a Waiver and Second Amendment (the "Second
Amendment") amending our existing Amended and Restated Credit Agreement, dated
as of December 23, 2019 (as amended from time to time, the "Credit Agreement"),
with the other loan parties from time to time party thereto, the lenders party
thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent.

The second amendment, among others:

•contains the lenders' consent to the waiver of the event of default that
otherwise would occur as a result of the consummation of the transactions (the
"Transactions") that are contemplated by the Transaction Agreement and Plan of
Merger, dated as of October 10, 2021, we entered into with Emerson Electric Co.,
EMR Worldwide Inc., Emersub CX, Inc. or New AspenTech, and Emersub CXI, Inc.,
which Transactions are described in our Current Report on Form 8-K dated October
10, 2021 and our Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2021, subject to, among other conditions, New AspenTech becoming a
Loan Party (as defined) under the Credit Agreement;

•contains the lenders' consent to the waiver of any event of default that would
otherwise occur if we elect to change our fiscal year to end on December 31,
rather than June 30; and

•in connection with the upcoming cessation of LIBOR, replaces the applicable
benchmark for borrowings denominated in Euros or Pounds Sterling with the
applicable Benchmark Replacement (as defined) for all purposes of the Credit
Agreement.

The foregoing description of the Second Amendment does not purport to be
complete and is subject to, and qualified in its entirety by, the full text of
the Second Amendment, which is included as Exhibit 10.1 to this report and is
incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Off-Balance Sheet Obligation

                Sheet Arrangement of a Registrant.



The information set forth under Item 1.01 above is incorporated by reference
into this Item 2.03.


                 Item 9.01   Financial Statements and Exhibits.



(d) Exhibits.

Exhibit No.                                              Description
10.1                      Waiver and Second Amendment, dated as of December 14, 2021, to the Amended
                        and Restated Credit Agreement, dated December 23, 

2019, by and among aspen

                        Technology, Inc., the other Loan Parties from time 

part-time to this one, the

                        Lenders party thereto, and JPMorgan Chase Bank, 

NA, as administrator

                        Agent, as amended by the First Amendment to the 

Modified and updated credit

                        Agreement, dated as of August 5, 2020
104                     Cover Page Interactive Data File (embedded within 

the Inline XBRL document)

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