Convertible Note Hedge Transaction Sample Contracts

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...
Convertible Note Hedge Transaction • February 23rd, 2007 • Cadence Design Systems Inc • 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.

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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: 2696918
Convertible Note Hedge Transaction • February 23rd, 2007 • Cadence Design Systems Inc • 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.

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: 2696908
Convertible Note Hedge Transaction • February 23rd, 2007 • Cadence Design Systems Inc • 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.

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