Item 1.01. Entry into a Material Definitive Agreement.

On December 23, 2022, we entered into a Credit Agreement with Emerson Electric Co. (the "Agreement"). The Agreement provides for an aggregate term loan commitment of $630 million. Under the terms of the Agreement, we will use the proceeds from borrowings under the Agreement to (i) pay in part the cash consideration for funding acquisitions, (ii) consummate certain other loan repayments, (iii) pay the fees and expenses incurred in connection with the Agreement and (iv) for other working capital and general corporate purposes.

Principal outstanding under the Agreement bears interest at a rate per annum equal to Term SOFR Rate (as such term is defined in the Agreement) plus an amount ranging from 1.25% to 1.75%.

The term loan to be made under the Agreement is unsecured and matures on the fifth anniversary of the date the term loan is funded. We are permitted to prepay the term loan in whole or in part upon provision of notice in accordance with the Agreement. Upon an event of default (as such term is defined in the Agreement), the loan may become due and payable in full upon provision of notice in accordance with the Agreement.

The Agreement contains affirmative and negative covenants customary for facilities of this type, including restrictions on incurrence of additional debt, liens, fundamental changes, asset sales, restricted payments and transactions with affiliates. The Agreement also contains financial covenants regarding maintenance as of the end of each fiscal quarter of a maximum leverage ratio of 3.50 to 1.00 and a minimum interest coverage ratio of 2.50 to 1.00.

The foregoing description of the Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Agreement, 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 Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 above is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.



(d)                 Exhibits.

Exhibit No.                                               Description
                            Credit Agreement by and between Aspen Technology, Inc. and Emerson
10.1                      Electric Co., dated December     23    , 2022.
                          Cover Page Interactive Data File (embedded within the Inline XBRL
104                       document).

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