0001193125-03-065376 Sample Contracts

110,000,000 AGGREGATE PRINCIPAL AMOUNT MENTOR GRAPHICS CORPORATION FLOATING RATE CONVERTIBLE SUBORDINATED DEBENTURES DUE 2023 Resale Registration Rights Agreement Dated as of August 6, 2003
Resale Registration Rights Agreement • October 22nd, 2003 • Mentor Graphics Corp • Services-computer integrated systems design • New York

RESALE REGISTRATION RIGHTS AGREEMENT, dated as of August 6, 2003, among Mentor Graphics Corporation, an Oregon corporation (together with any successor entity, herein referred to as the “Company”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Banc of America Securities LLC, Fleet Securities, Inc., and Needham & Company, Inc. as representatives of the several initial purchasers (the “Initial Purchasers”) under the Purchase Agreement (as defined below).

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MENTOR GRAPHICS CORPORATION as Issuer And WILMINGTON TRUST COMPANY as Trustee
Indenture • October 22nd, 2003 • Mentor Graphics Corp • Services-computer integrated systems design • New York

This INDENTURE, dated as of August 6, 2003, is between Mentor Graphics Corporation, an Oregon corporation (hereinafter called the “Company”), having its principal office at 8005 SW Boeckman Road, Wilsonville, Oregon 97070-7777, and Wilmington Trust Company, a Delaware banking corporation, as trustee hereunder (hereinafter called the “Trustee”), having its principal corporate office at 1100 North Market Street, Rodney Square North, Wilmington, Delaware 19890-0001.

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