Exhibit 4.2 

AMENDMENT TO RIGHTS
AGREEMENT 

     THIS
AMENDMENT TO RIGHTS AGREEMENT (this “Amendment”), dated as of May 6, 2009,
between LOGICVISION, INC., a Delaware corporation (the “Company”), and MELLON
INVESTOR SERVICES LLC, a New Jersey limited liability company, in its capacity
as Rights Agent (the “Rights
Agent”), is made with reference to the
following facts: 

     A. The
Company and the Rights Agent entered into that certain Rights Agreement dated as
of December 16, 2008 (the “Agreement”) in order to implement a
stockholder rights plan as more fully described therein. Terms with initial
letters capitalized that are not otherwise defined herein shall have their
respective meanings as set forth in the Agreement. 

     B. The Board
of Directors of the Company has determined that it is in the best interests of
the Company to enter into that certain Agreement and Plan of Merger dated as of
May 6, 2009 (the “Merger
Agreement”), by and among the Company, Mentor
Graphics Corporation, an Oregon corporation (“Parent”), and Fulcrum Acquisition
Corporation, a Delaware corporation (“Merger Sub”). 

     C. Pursuant
to the Merger Agreement, Merger Sub will merge with and into the Company, which
shall be the surviving corporation, in accordance with the General Corporation
Law of the State of Delaware. 

     D. There is
not as of the date hereof any Acquiring Person and no Distribution Date has
occurred under the Agreement. 

     E. The
Company desires to amend the Agreement to: (i) to render the Agreement
inapplicable to the Merger Agreement, the Merger (as defined in the Merger
Agreement), the Support Agreements (as defined in the Merger Agreement) and the
other transactions contemplated thereby; (ii) ensure that (A) none of Parent,
Merger Sub nor any of their Affiliates will become an Acquiring Person pursuant
to the Agreement and (B) none of a Stock Acquisition Date, a Distribution Date
or a Triggering Event shall occur, in the case of clauses (A) or (B), by reason
of the approval or execution of the Merger Agreement, the announcement or
consummation of the Merger, the Merger Agreement, the Support Agreements (as
defined in the Merger Agreement) or the other transactions contemplated thereby;
and (iii) provide that the Final Expiration Date of the Agreement shall occur
immediately prior to the effective time of the Merger. 

     F. All acts
and things necessary to make this Amendment a valid agreement according to its
terms have been done and performed, and the execution and delivery of this
Amendment by the Company and the Rights Agent have been in all respects
authorized by the Company and the Rights Agent. 

     NOW, THEREFORE, pursuant to Section
27 of the Agreement, the Company and the Rights Agent hereby amend, effective
upon the date hereof, the Agreement as follows:

     1.
Amendment of Section 1(a). The definition of “Acquiring Person” set forth in
Section 1(a) of the Agreement is amended to add
the following sentence at the end thereof: 





“Notwithstanding anything in this Agreement to the contrary, none of
Mentor Graphics Corporation (“Parent”) or Fulcrum Acquisition
Corporation (“Merger Sub”), or any of their respective Affiliates or Associates shall
be deemed to be an Acquiring Person by virtue of (i) the approval, execution or
delivery of the Agreement and Plan of Merger dated as of May 6, 2009, by and
among Parent, Merger Sub and the Company, as amended from time to time (the
“Merger Agreement”), (ii) the consummation of the Merger (as defined in the Merger
Agreement), (iii) the entry by certain stockholders of the Company into Support
Agreements (as defined in the Merger Agreement) by and between each of such
stockholders and Parent, (iv) the consummation of any of the other transactions
contemplated in the Merger Agreement, or (v) the public announcement of any of
the foregoing (each such event, an “Exempt
Event”).” 

     2. Amendment of Section
1(g). The definition of “Distribution Date”
set forth in Section 1(g) of the Agreement is
hereby amended to add the following sentence at the end thereof: 

“Notwithstanding anything in this Agreement to the contrary, the
Distribution Date shall not be deemed to have occurred as a result of any Exempt
Event.” 

    
3. Amendment of Section 1(i). The
definition of “Final Expiration Date” set forth in Section 1(i) of the Agreement is hereby amended and restated to read in
its entirety as follows: 

“(i)
“Final Expiration Date” shall mean, for all purposes of this Agreement, the earliest
to occur of: (i) Close of Business on December 16, 2009; provided, however, that if a
Distribution Date occurs on or before such day, then such term shall mean the
Close of Business on December 31, 2010; or (ii) immediately prior to the
Effective Time (as defined in the Merger Agreement).” 

     4. Amendment of Section 1(m). Section
1(m) of the Agreement is amended to add the following sentence at the end
thereof: 

“Notwithstanding anything in this Agreement to the contrary, the Stock
Acquisition Date shall not be deemed to have occurred as a result of any Exempt
Event.” 

     5. Amendment of Section 1(p). Section
1(p) of the Agreement is amended to add the following sentence at the end
thereof: 

“Notwithstanding anything in this Agreement to the contrary, a Triggering
Event shall not be deemed to have occurred as a result of any Exempt Event.”


     6. Amendment of Section 11(a). Section
11(a) of the Agreement is amended to add the following clause (iv): 

“(iv)
Notwithstanding the foregoing or anything in this Agreement to the contrary,
this Section 11(a) shall not apply to any Exempt Event, and no Exempt Event
shall be deemed to be a Section 11 Event or to cause the Rights to be adjusted
or exercisable in accordance with, or any other action to be taken or obligation
to arise pursuant to, this Section 11.”

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     7. Amendment of Section 13. Section 13 of
the Agreement is amended to add the following subsection (e): 

“(e) Notwithstanding anything in this
Agreement to the contrary, no Exempt Event shall be deemed to be a Section 13
Event or to cause the Rights to be adjusted or exercisable in accordance with,
or any other action to be taken or obligation to arise pursuant to, this Section
13.” 

     8. Amendment to Add Section 36. The
Agreement is amended to add a new Section 36, which shall read in its entirety
as follows: 

“36. Termination and Notice.
Notwithstanding anything to the contrary contained in this Agreement: (i) this
Agreement shall terminate and the Rights shall expire and be of no further force
and effect immediately prior to the Effective Time (as defined in the Merger
Agreement); and (ii) no Triggering Event shall be deemed to occur under this
Agreement as a result of (x) the execution of the Merger Agreement, (y) the
consummation of the Merger (as defined in the Merger Agreement) or any of the
other transactions contemplated by the Merger Agreement or (z) any other Exempt
Event. The Company shall promptly notify the Rights Agent in writing upon the
occurrence of the Effective Time and, if such notification is given orally, the
Company shall confirm same in writing on or prior to the Business Day next
following. Until such notice is received by the Rights Agent, the Rights Agent
may presume conclusively for all purposes that the Effective Time has not
occurred.” 

     9. Agreement as Amended. The term
“Agreement” as used in the Agreement shall be deemed to refer to the Agreement
as amended hereby. Except as set forth herein, the Agreement shall remain in
full force and effect and otherwise shall be unaffected hereby. 

     10. Counterparts. This Amendment may be
executed in any number of counterparts, each which shall be deemed an original,
and all of this together shall constitute one instrument. 

     11. Governing Law. This Amendment shall be
deemed to be a contract made under the laws of the State of Delaware and for all
purposes shall be governed by and construed in accordance with the laws of such
state applicable to contracts to be made and to be performed entirely within
such state; provided, however, that all provisions regarding the rights, duties and
obligations of the Rights Agent shall be governed by and construed in accordance
with the laws of the State of New York applicable to contracts made and to be
performed entirely within the State of New York. 

[Remainder of the page is blank.]


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     IN WITNESS
WHEREOF, this Amendment is executed as of the date first written above.



	LOGICVISION, INC.  
	 
	By: 	/s/ James T.
      Healy 
	Name:  	James T.
      Healy 
	Title:  	President and
      Chief Executive Officer 
	 
	MELLON INVESTOR SERVICES LLC,  
	as Rights
      Agent  
	 
	By: 	/s/ Maria G.
      Cooper 
	Name: 	Maria G.
      Cooper 
	Title:  	Relationship
      Manager 




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