Exhibit (b)(2)
PROMISSORY NOTE
$125,000,000 April 23, 2002
FOR VALUE RECEIVED, the undersigned, Mentor Graphics Corporation, an
Oregon corporation (the "Company"), hereby promises to pay to BANK OF AMERICA,
N.A. (the "Payee") or its registered assigns the principal sum of One Hundred
Twenty Five Million Dollars ($125,000,000) or, if less, the aggregate unpaid
principal amount of all Loans made by the Payee to the Company pursuant to the
Bridge Loan Agreement, dated as of April 23, 2002 (such Bridge Loan Agreement,
as it may be extended, renewed, amended or restated from time to time, being
hereinafter called the "Credit Agreement"), among the Company, the Payee, the
other banks parties thereto, and Bank of America, N.A., as Agent for the Banks,
on the dates and in the amounts provided in the Credit Agreement. The Company
further promises to pay interest on the unpaid principal amount of the Loans
evidenced hereby from time to time at the rates, on the dates, and otherwise as
provided in the Credit Agreement.
The Payee is authorized to endorse the amount and the date on which
each Loan is made, the maturity date therefor and each payment of principal with
respect thereto on the schedules annexed hereto and made a part hereof, or on
continuations thereof which shall be attached hereto and made a part hereof;
provided, that any failure to endorse such information on such schedule or
continuation thereof shall not in any manner affect any obligation of the
Company under the Credit Agreement and this Promissory Note (the "Note").
Unless and until an Assignment and Acceptance effecting the
assignment or transfer of this Note shall have been accepted by the Agent and
recorded in the Register as provided in Section 10.07(c) of the Credit
Agreement, the Company and the Agent shall be entitled to deem and treat the
Payee as the owner and holder of this Note and the Loans evidenced hereby.
This Note is one of the Notes referred to in, and is entitled to the
benefits and subject to the terms of, the Credit Agreement, which Credit
Agreement, among other things, contains provisions for acceleration of the
maturity hereof upon the happening of certain stated events and also for
prepayments on account of principal hereof prior to the maturity hereof upon the
terms and conditions therein specified.
No reference herein to the Credit Agreement and no provision of this
Note or the Credit Agreement shall alter or impair the obligations of the
Company, which are absolute and unconditional, to pay the principal of and
interest on this Note at the place, at the respective times, and in the currency
herein prescribed.
THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAW OF THE STATE OF CALIFORNIA APPLICABLE TO AGREEMENTS MADE AND TO BE
PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE AGENT AND EACH BANK
SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.
MENTOR GRAPHICS CORPORATION
By: /s/ Gregory K. Hinckley
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Title: President
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SCHEDULE A TO NOTE
BASE RATE LOANS AND REPAYMENT OF BASE RATE LOANS
(1) (2) (3) (4) (5)
MATURITY DATE AMOUNT OF
AMOUNT OF BASE OF BASE RATE LOAN NOTATION
DATE RATE LOAN BASE RATE LOAN REPAID MADE BY
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SCHEDULE B TO NOTE
OFFSHORE RATE LOANS AND REPAYMENT OF OFFSHORE RATE LOANS
(1) (2) (3) (4) (5)
MATURITY DATE AMOUNT OF
AMOUNT OF OF OFFSHORE RATE
OFFSHORE RATE OFFSHORE RATE LOAN NOTATION
DATE LOAN LOAN REPAID MADE BY
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