0001193125-06-049522 Sample Contracts

200,000,000 AGGREGATE PRINCIPAL AMOUNT MENTOR GRAPHICS CORPORATION Resale Registration Rights Agreement Dated as of March 3, 2006

Resale Registration Rights Agreement • March 9th, 2006 • Mentor Graphics Corp • Services-computer integrated systems design • New York

• Contract Type
  Resale Registration Rights Agreement
• Filed
  March 9th, 2006
• Company
  Mentor Graphics Corp
• Industry
  Services-computer integrated systems design
• Jurisdiction
  New York

RESALE REGISTRATION RIGHTS AGREEMENT, dated as of March 3, 2006 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, and UBS Securities LLC as representatives of the several initial purchasers (the “Initial Purchasers”) under the Purchase Agreement (as defined below).

MENTOR GRAPHICS CORPORATION as Issuer And WILMINGTON TRUST COMPANY as Trustee

Indenture • March 9th, 2006 • Mentor Graphics Corp • Services-computer integrated systems design • New York

• Contract Type
  Indenture
• Filed
  March 9th, 2006
• Company
  Mentor Graphics Corp
• Industry
  Services-computer integrated systems design
• Jurisdiction
  New York

This INDENTURE, dated as of March 3, 2006, 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.