CADENCE DESIGN SYSTEMS, INC. as Issuer and DEUTSCHE BANK TRUST COMPANY AMERICAS as Trustee INDENTURE Dated as of December 19, 2006 1.375% Convertible Senior Notes due 2011Cadence Design Systems Inc • February 23rd, 2007 • Services-prepackaged software • New York
INDENTURE dated as of December 19, 2006 between Cadence Design Systems, Inc., a Delaware corporation, as issuer (hereinafter sometimes called the “Company”, as more fully set forth in Section 1.01), and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (hereinafter sometimes called the “Trustee”, as more fully set forth in Section 1.01).
Morgan Stanley & Co. International Limited c/o Morgan Stanley Bank 1585 Broadway New York, NY 10036 (212) 761-4000 December 14, 2006 To: Cadence Design Systems, Inc. Bldg. 5, MS 5B1 2655 Seely Avenue San Jose, CA 95134 Attention: Legal Department...Cadence Design Systems Inc • February 23rd, 2007 • Services-prepackaged software
The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between Morgan Stanley & Co. International Limited (“Dealer”), represented by Morgan Stanley Bank (“Agent”), as its agent, and Cadence Design Systems, Inc., a Delaware corporation (“Counterparty”), on the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous letter and serve as the final documentation for the Transaction.
To: Cadence Design Systems, Inc. Bldg. 5, MS 5B1 2655 Seely Avenue San Jose, CA 95134 Attention: Legal Department Telephone No.: (408) 943-1234 Facsimile No.: (408) 943-0513 Re: Convertible Note Hedge Transaction Reference: 2696918Cadence Design Systems Inc • February 23rd, 2007 • Services-prepackaged software • New York
The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between JPMorgan Chase Bank, National Association, London Branch (“Bank”), represented by J.P. Morgan Securities Inc. (“Agent”), as its agent, and Cadence Design Systems, Inc., a Delaware corporation (“Counterparty”), on the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous letter and serve as the final documentation for the Transaction.
AMENDED AND RESTATED RESIDENTIAL LEASEResidential Lease • February 23rd, 2007 • Cadence Design Systems Inc • Services-prepackaged software
This Amended and Restated Residential Lease (“Lease”) is entered in as of March 1, 2007 by and between 849 COLLEGE AVENUE, INC., a California corporation (“Landlord”), and KEVIN BUSHBY (“Executive”) and ELIZABETH BUSHBY (collectively, with Executive, “Tenant and replaces in its entirety the Residential Lease entered into between the parties as of March 1, 2003. Landlord and Tenant hereby agree as follows:
To: Cadence Design Systems, Inc. Bldg. 5, MS 5B1 2655 Seely Avenue San Jose, CA 95134 Attention: Legal Department Telephone No.: (408) 943-1234 Facsimile No.: (408) 943-0513 Re: Convertible Note Hedge Transaction Reference: 2696908Cadence Design Systems Inc • February 23rd, 2007 • Services-prepackaged software • New York
The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between JPMorgan Chase Bank, National Association, London Branch (“Bank”), represented by J.P. Morgan Securities Inc. (“Agent”), as its agent, and Cadence Design Systems, Inc., a Delaware corporation (“Counterparty”), on the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous letter and serve as the final documentation for the Transaction.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 23rd, 2007 • Cadence Design Systems Inc • Services-prepackaged software • New York
This Registration Rights Agreement (the “Agreement”) dated as of December 19, 2006 is made and entered into by Cadence Design Systems, Inc., a Delaware corporation (the “Company”), Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated and J.P. Morgan Securities Inc. (the “Representatives”), acting on behalf of the several initial purchasers named in Schedule I to the Purchase Agreement (as defined below) (collectively, the “Initial Purchasers”).
