Loaned Securities Agreement - Deutsche Morgan Grenfell Inc. and Synopsys Inc.
DEUTSCHE MORGAN GRENFELL [LOGO] Deutsche Morgan Grenfell Inc. 600 Steamboat Road Greenwich, CT 06830 Telephone: 203-622-8585 Fax: 203-622-8877 April 15, 1998 Synopsys, Inc. 700 East Middlefield Road Mountain View, CA 94043 Attn: David M. Sugishita Dear Sir: This term sheet sets forth the terms under which you agree to lend to Deutsche Bank AG acting through its London Branch securities against a pledge of collateral on the date specified below, subject to the parties entering into a Master Securities Loan Agreement to be dated as of April 15, 1998 in form and substance reasonably satisfactory to the parties (the "Agreement"). Borrower: Deutsche Bank AG, London Branch Lender: Synopsys, Inc. Agent: Deutsche Morgan Grenfell Inc. ("DMG") Loaned Securities: Common stock, par value $0.001 per share, of Artisan Components, Inc. (NASDAQ symbol "ARTI"), CUSIP No. 042923102 Quantity of Loaned Securities: 891,448 Collateral: Cash Margin Requirement: 102% of the daily market value of all outstanding Loaned Securities Cash Collateral Fee: Actual earnings on cash collateral (to be invested in eligible short term investments typical for segregated customer funds) Loan Fee: Zero Commencement Date: The date on which the closing, if any, occurs under the Underwriting Agreement anticipated to be entered into between, among others, Artisan Components, Inc. and DMG Dividends: As provided in the Agreement Custody of Loaned Securities: To be deposited in custody with the transfer agent for Artisan Components, Inc. promptly after the date hereof but <PAGE> in no event later than the fifth business day prior to the Commencement Date pursuant to a mutually agreed custody arrangement among the transfer agent, Lender and Borrower. Netting: Lender and Borrower agree that payments, deliveries and other transfers in respect of this loan shall be netted with obligations under the agreement confirming the terms and conditions of the share forward transaction entered into between Lender and Borrower relating to Loaned Securities with a trade date of April 15, 1998. Regards, DEUTSCHE MORGAN GRENFELL INC., solely in its capacity as agent in connection with this transaction /s/ John Hodge By: ________________________________ Name: /s/ Tony Trousset By: ________________________________ Name: Agreed as of the date first above written: SYNOPSYS, INC. /s/ Dan Miranda By: ________________________________ Name: Dan Miranda Manager Business Development