exv10w3



 






Exhibit 10.3




EXECUTION VERSION



 





 

 


GUARANTY




Dated as of December 19, 2005




Made by




CADENCE TECHNOLOGY LIMITED,

As Guarantor




in Favor of




BANK OF AMERICA, N.A.,

as the

Administrative Agent




and




THE LENDERS

(as defined herein)






 

 




 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	Section	 	 	 	Page	 
	Section 1.	 	Definitions; Interpretation
	 	 	1	 
	Section 2.	 	Guaranty
	 	 	5	 
	Section 3.	 	Liability of Guarantor
	 	 	6	 
	Section 4.	 	Consents of Guarantor
	 	 	7	 
	Section 5.	 	Guarantor Waivers
	 	 	8	 
	Section 6.	 	Subrogation
	 	 	10	 
	Section 7.	 	Subordination
	 	 	11	 
	Section 8.	 	Continuing Guaranty
	 	 	12	 
	Section 9.	 	Payments; Taxes
	 	 	12	 
	Section 10.	 	Representations and Warranties
	 	 	14	 
	Section 11.	 	Notices
	 	 	15	 
	Section 12.	 	No Waiver; Cumulative Remedies
	 	 	16	 
	Section 13.	 	Costs and Expenses; Indemnification
	 	 	16	 
	Section 14.	 	Right of Set-Off
	 	 	17	 
	Section 15.	 	Marshalling; Payments Set Aside
	 	 	17	 
	Section 16.	 	Benefits of Guaranty
	 	 	18	 
	Section 17.	 	Binding Effect; Assignment
	 	 	18	 
	Section 18.	 	Governing Law and Jurisdiction
	 	 	18	 
	Section 19.	 	Waiver of Jury Trial
	 	 	20	 
	Section 20.	 	Entire Agreement; Amendments and Waivers
	 	 	20	 
	Section 21.	 	Severability
	 	 	20	 
	Section 22.	 	Confidentiality
	 	 	20	 
	Section 23.	 	Counterparts
	 	 	21	 
	Section 24.	 	Judgment Currency
	 	 	21	 







-i-









 








GUARANTY




          THIS GUARANTY (this “Guaranty”), dated as of December 19, 2005, is made by Cadence
Technology Limited, an Irish private limited company (the “Guarantor”), in favor of the
Lenders from time to time party to the Term Facility Agreement referred to below, and Bank of
America, N.A., as the administrative agent under such agreement (in such capacity, together with
any successor administrative agent, the “Administrative Agent”).




RECITALS




          Castlewilder, an Irish unlimited company, (the “Borrower”), the Lenders from time to
time party thereto (each a “Lender” and, collectively, the “Lenders”), and the
Administrative Agent are parties to a Term Facility Agreement dated as of December 19, 2005 (as
amended, modified, renewed or extended from time to time, the “Credit Agreement”).




          The Guarantor is a wholly-owned Subsidiary of the Borrower.




          It is a condition precedent to the making of the Loan to the Borrower under the Credit
Agreement at the rate of interest, and with other financial terms, set forth therein, that the
Guarantor guarantee the indebtedness and other obligations of the Borrower to the Guaranteed
Parties under or in connection with the Credit Agreement as set forth herein.




          The Guarantor will derive benefits from the making of the Loan to the Borrower pursuant to the
Credit Agreement (which benefits are hereby acknowledged by the Guarantor).




          Accordingly, to induce the Administrative Agent and the Lenders to enter into the Credit
Agreement and in consideration thereof, the Guarantor hereby agrees as follows:




          Section 1. Definitions; Interpretation.




          (a) Terms Defined in Credit Agreement. All capitalized terms used in this Guaranty
(including in the recitals hereof) and not otherwise defined herein shall have the meanings
assigned to them in the Credit Agreement.




          (b) Certain Defined Terms. As used in this Guaranty (including in the recitals
hereof), the following terms shall have the following meanings:




          “Administrative Agent” has the meaning specified in the introductory paragraph to this
Guaranty.




          “Affiliate” means, with respect to any Person, another Person that directly, or
indirectly through one or more intermediaries, Controls or is Controlled by or is under common
Control with the Person specified.




          “Agent-Related Persons” means the Administrative Agent, together with its
Affiliates (including, in the case of Bank of America in its capacity as the Administrative Agent,




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the Arranger), and the officers, directors, employees, agents and attorneys-in-fact of such
Persons and Affiliates.




          “Bankruptcy Code” means the Federal Bankruptcy Reform Act of 1978 (11 U.S.C. §101, et
seq.).




          “Borrower” has the meaning specified in the recitals to this Guaranty.




          “Business Day” means any day other than a Saturday, Sunday or other day on which
commercial banks are authorized to close under the Laws of, or are in fact closed in, Dublin,
Ireland, New York City or the state where the Administrative Agent’s office is located, and, if
such day relates to any LIBOR Loan, means any such day on which dealings in Dollar deposits are
conducted by and between banks in the London interbank eurodollar market.




          “Closing Date” has the meaning specified in the Credit Agreement.




          “Collateral” has the meaning specified in Section 3(a).




          “Contractual Obligation” means, as to any Person, any provision of any security issued
by such Person or of any agreement, instrument or other undertaking to which such Person is a party
or by which it or any of its property is bound.




          “Control” means the possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of a Person, whether through the ability to
exercise voting power, by contract or otherwise. “Controlling” and “Controlled”
have meanings correlative thereto.




          “Credit Agreement” has the meaning specified in the recitals to this Guaranty.




          “Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other
liquidation, conservatorship, examination, bankruptcy, assignment for the benefit of creditors,
moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws
of the United States or other applicable jurisdictions from time to time in effect and affecting
the rights of creditors generally.




          “Default” means any event or condition that constitutes an Event of Default or that,
with the giving of any notice, the passage of time, or both, would be an Event of Default.




          “Event of Default” has the meaning set forth in the Credit Agreement.




          “Federal Funds Rate” means, for any day, the rate per annum equal to the weighted
average of the rates on overnight Federal funds transactions with members of the Federal Reserve
System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of
New York on the Business Day next succeeding such day; provided, however, that (a)
if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such
transactions on the next preceding Business Day as so published on the next succeeding Business
Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal
Funds Rate for such day shall be the average rate (rounded upward, if




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necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America, N.A. on such day on
such transactions as determined by the Administrative Agent.




          “Guaranteed Obligations” has the meaning set forth in Section 2.




          “Guaranteed Parties” means the Administrative Agent and each Lender.




          “Guaranty Documents” means this Guaranty and all other certificates, documents,
agreements and instruments delivered to any Guaranteed Party under or in connection with this
Guaranty.




          “Insolvency Proceeding” means, with respect to any Person, (a) any case, action or
proceeding with respect to such Person before any court or other Governmental Authority relating to
bankruptcy, reorganization, insolvency, liquidation, examination, receivership, dissolution,
winding-up or relief of debtors, or (b) any general assignment for the benefit of creditors,
composition, marshalling of assets for creditors, or other, similar arrangement in respect of its
creditors generally or any substantial portion of its creditors; in either case undertaken under
Debtor Relief Laws.




          “Intercompany Loans” means, at any time of determination, all outstanding loans and
advances for financial purposes, whether secured or unsecured and however evidenced, directly or
indirectly extended by the Guarantor in favor of or otherwise owing by the Borrower.




          “Laws” means, collectively, all international, foreign, Federal, state and local
statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or
judicial precedents or authorities, including the interpretation or administration thereof by any
Governmental Authority charged with the enforcement, interpretation or administration thereof, and
all applicable administrative orders, directed duties, requests, licenses, authorizations and
permits of, and agreements with, any Governmental Authority, in each case whether or not having the
force of law.




          “Lenders” has the meaning specified in the recitals to this Guaranty.




          “Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement,
encumbrance, lien (statutory or other), charge, or preference, priority or other security interest
or preferential arrangement in the nature of a security interest of any kind or nature whatsoever
(including any conditional sale or other title retention agreement, any easement, right of way or
other encumbrance on title to real property, and any financing lease having substantially the same
economic effect as any of the foregoing, but not including the filing of a precautionary financing
statement solely in respect of true (operating) lease obligations).




          “Loan” means the loan made or to be made under the Facility or the principal amount
outstanding for the time being of that loan.




          “Loan Documents” means the “Finance Documents,” as defined in the Credit Agreement.




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          “Loan Parties” means the “Obligors,” as defined in the Credit Agreement.




          “Material Adverse Effect” means (a) a material adverse change in, or a material
adverse effect upon, the operations, business, properties, liabilities, or condition (financial or
otherwise) of the Guarantor and its Subsidiaries taken as a whole; (b) a material impairment of the
ability of any Loan Party to perform its obligations under any Loan Document to which it is a
party; or (c) a material adverse effect upon the legality, validity, binding effect or
enforceability against any Loan Party of any Loan Document to which it is a party.




          “Maturity Extension Date” means, provided an Extended Maturity Date has arisen
pursuant to the Credit Agreement, the Initial Maturity Date.




          “Obligations” means all advances to, and debts, liabilities, obligations, covenants
and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any
Loan, whether direct or indirect (including those acquired by assumption), absolute or contingent,
due or to become due, now existing or hereafter arising and including interest and fees that accrue
after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding
under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of
whether such interest and fees are allowed claims in such proceeding.




          “Organization Documents” means, (a) with respect to any corporation, the certificate
or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents
with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the
certificate or articles of formation or organization and operating agreement; and (c) with respect
to any partnership, joint venture, trust or other form of business entity, the partnership, joint
venture or other applicable agreement of formation or organization and any agreement, instrument,
filing or notice with respect thereto filed in connection with its formation or organization with
the applicable Governmental Authority in the jurisdiction of its formation or organization and, if
applicable, any certificate or articles of formation or organization of such entity.




          “Person” means any natural person, corporation, limited liability company, trust,
joint venture, association, company, partnership, Governmental Authority or other entity.




          “Subordinated Debt” has the meaning set forth in Section 7(a).




          “Subordinated Debt Payments” means any payment or distribution by or on behalf of the
Borrower, directly or indirectly, of assets of the Borrower of any kind or character, whether in
cash, property or securities, including on account of the purchase, redemption or other acquisition
of Subordinated Debt, as a result of any collection, sale or other disposition of collateral, or by
set-off, exchange or in any other manner, for or on account of the Subordinated Debt.




          “Subsidiary” of a Person means a corporation, partnership, joint venture, limited
liability company or other business entity of which a majority of the shares of securities or other
interests having ordinary voting power for the election of directors or other governing body (other
than securities or interests having such power only by reason of the happening of a contingency)
are at the time beneficially owned, or the management of which is otherwise

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controlled, directly, or indirectly through one or more intermediaries, or both, by such
Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries”
shall refer to a Subsidiary or Subsidiaries of the Guarantor.




          “Utilisation Date” has the meaning set forth in the Credit Agreement.




          (c) Interpretation. The definitions of terms herein shall apply equally to the
singular and plural forms of the terms defined. Whenever the context may require, any pronoun
shall include the corresponding masculine, feminine and neuter forms. The words “include,”
“includes” and “including” shall be deemed to be followed by the phrase “without
limitation.” The word “will” shall be construed to have the same meaning and effect as the
word “shall.” Unless the context requires otherwise, (i) any definition of or reference to
any agreement, instrument or other document (including any Organization Document) shall be
construed as referring to such agreement, instrument or other document as from time to time
amended, supplemented or otherwise modified (subject to any restrictions on such amendments,
supplements or modifications set forth herein or in any other Guaranty Document), (ii) any
reference herein to any Person shall be construed to include such Person’s successors and assigns,
(iii) the words “herein,” “hereof” and “hereunder,” and words of similar
import when used in any Guaranty Document, shall be construed to refer to such Guaranty Document in
its entirety and not to any particular provision thereof, (iv) all references in a Guaranty
Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and
Sections of, and Exhibits and Schedules to, the Guaranty Document in which such references appear,
(v) any reference to any law shall include all statutory and regulatory provisions consolidating,
amending, replacing or interpreting such law and any reference to any law or regulation shall,
unless otherwise specified, refer to such law or regulation as amended, modified or supplemented
from time to time, and (vi) the words “asset” and “property” shall be construed to
have the same meaning and effect and to refer to any and all tangible and intangible assets and
properties, including cash, securities, accounts and contract rights. In the computation of
periods of time from a specified date to a later specified date, the word “from” means
“from and including;” the words “to” and “until” each mean “to but
excluding;” and the word “through” means “to and including.” Section headings
herein and in the other Guaranty Documents are included for convenience of reference only and shall
not affect the interpretation of this Guaranty or any other Guaranty Document.




          Section 2. Guaranty. The Guarantor hereby absolutely, unconditionally and irrevocably
guarantees for the Guaranteed Parties, and their respective successors, endorsees, transferees and
assigns, the full and prompt payment when due (whether at stated maturity, by required prepayment,
declaration, acceleration, demand or otherwise) and performance of the indebtedness, liabilities
and other obligations of the Borrower to the Guaranteed Parties under or in connection with the
Credit Agreement and the other Loan Documents, including all unpaid principal of the Loans, all
interest accrued thereon, all fees due under the Credit Agreement and all other amounts payable by
the Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with
any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein
in their most comprehensive sense and include any and all advances, debts, obligations and
liabilities, whether now existing or hereafter arising, whether voluntary or involuntary and
whether due or not due, absolute or contingent, liquidated or unliquidated, determined or
undetermined, and whether recovery upon such indebtedness,

5









 








liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or
disallowed claim under any Debtor Relief Law, and including interest that accrues after the
commencement by or against the Borrower or any Affiliate thereof of any proceeding under any Debtor
Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtedness,
liabilities and other obligations of the Borrower, and all other indebtedness, liabilities and
obligations to be paid or performed by the Guarantor in connection with this Guaranty (including
any and all amounts due under Section 13), shall hereinafter be collectively referred to as
the “Guaranteed Obligations.”




          Section 3. Liability of Guarantor. The liability of the Guarantor under this Guaranty
shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any
circumstance which might constitute a discharge of a surety or guarantor other than the
indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the
foregoing and without limiting the generality thereof, the Guarantor agrees as follows:




          (a) the Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation
of the Guarantor and shall not be contingent upon any Guaranteed Party’s exercise or enforcement of
any remedy it may have against the Borrower or any other Person, or any collateral that any
Guaranteed Party may from time to time acquire as security for the Guaranteed Obligations
(“Collateral”), provided that nothing in this Guaranty shall be construed as imposing any
obligation on the Guarantor or any other Loan Party to provide any Collateral for the Guaranteed
Obligations;




          (b) this Guaranty is a guaranty of payment when due and not merely of collectibility;




          (c) the Guarantor’s payment of a portion, but not all, of the Guaranteed Obligations shall in
no way limit, affect, modify or abridge the Guarantor’s liability for any portion of the Guaranteed
Obligations remaining unsatisfied; and




          (d) the Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full
force and effect without regard to, and shall not be impaired or affected by, nor shall the
Guarantor be exonerated or discharged by, any of the following events:





               (i) any Insolvency Proceeding with respect to the Borrower, the Guarantor, any other
Loan Party or any other Person;




               (ii) any limitation, discharge, or cessation of the liability of the Borrower, the
Guarantor, any other Loan Party or any other Person for any Guaranteed Obligations due to
any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in
part of any of the Guaranteed Obligations or the Loan Documents;




               (iii) any merger, acquisition, consolidation or change in structure of the Borrower,
the Guarantor or any other Loan Party or Person, or any sale, lease, transfer or other
disposition of any or all of the assets or shares of the Borrower, the Guarantor, any other
Loan Party or other Person;



6









 






               (iv) any assignment or other transfer, in whole or in part, of any Guaranteed Party’s
interests in and rights under this Guaranty or the other Loan Documents, including any
Guaranteed Party’s right to receive payment of the Guaranteed Obligations, or any assignment
or other transfer, in whole or in part, of any Guaranteed Party’s interests in and to any of
the Collateral;




               (v) any claim, defense, counterclaim or set-off, other than that of prior performance,
that the Borrower, the Guarantor, any other Loan Party or other Person may have or assert,
including any defense of incapacity or lack of corporate or other authority to execute any
of the Loan Documents, but, subject to Section 15, excluding the defense of payment;




               (vi) any Guaranteed Party’s amendment, modification, renewal, extension, cancellation
or surrender of any Loan Document, any Guaranteed Obligations, or any Collateral, or any
Guaranteed Party’s exchange, release, or waiver of any Collateral;




               (vii) any Guaranteed Party’s exercise or nonexercise of any power, right or remedy with
respect to any of the Collateral, including any Guaranteed Party’s compromise, release,
settlement or waiver with or of the Borrower, any other Loan Party or any other Person;




               (viii) any Guaranteed Party’s vote, claim, distribution, election, acceptance, action
or inaction in any Insolvency Proceeding related to the Guaranteed Obligations;




               (ix) any impairment or invalidity of any Collateral or any other collateral securing
any of the Guaranteed Obligations or any failure to perfect any of the Liens of the
Guaranteed Parties thereon or therein; and




               (x) any other guaranty, whether by the Guarantor or any other Person, of all or any
part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of
the Borrower to any Guaranteed Party.



          Section 4. Consents of Guarantor. The Guarantor hereby unconditionally consents and
agrees that, without notice to or further assent from the Guarantor:




          (a) the principal amount of the Guaranteed Obligations may be increased or decreased and
additional Obligations of the Guarantor under the Loan Documents may be incurred, by one or more
amendments, modifications, renewals or extensions of any Loan Document or otherwise;




          (b) the time, manner, place or terms of any payment under any Loan Document may be extended or
changed, including by an increase or decrease in the interest rate on any Guaranteed Obligation or
any fee or other amount payable under such Loan Document, by an amendment, modification or renewal
of any Loan Document or otherwise;




7









 








          (c) the time for the Borrower’s (or any other Person’s) performance of or compliance with any
term, covenant or agreement on its part to be performed or observed under any Loan Document may be
extended, or such performance or compliance waived, or failure in or departure from such
performance or compliance consented to, all in such manner and upon such terms as the Guaranteed
Parties may deem proper;




          (d) any Guaranteed Party may discharge or release, in whole or in part, any other Loan Party
or any other Person liable for the payment and performance of all or any part of the Guaranteed
Obligations, and may permit or consent to any such action or any result of such action, and shall
not be obligated to demand or enforce payment upon any of the Collateral or any other collateral,
nor shall any Guaranteed Party be liable to the Guarantor for any failure to collect or enforce
payment or performance of the Guaranteed Obligations from any Person or to realize on the
Collateral or other collateral therefor;




          (e) the Guaranteed Parties may take and hold other security (legal or equitable) of any kind,
at any time, as collateral for the Guaranteed Obligations, and may, from time to time, in whole or
in part, exchange, sell, surrender, release, subordinate, modify, waive, rescind, compromise or
extend such security and may permit or consent to any such action or the result of any such action,
and may apply such security and direct the order or manner of sale thereof;




          (f) the Guaranteed Parties may request and accept other guaranties of the Guaranteed
Obligations and any other indebtedness, obligations or liabilities of the Borrower to any
Guaranteed Party and may, from time to time, in whole or in part, surrender, release, subordinate,
modify, waive, rescind, compromise or extend any such guaranty and may permit or consent to any
such action or the result of any such action; and




          (g) the Guaranteed Parties may exercise, or waive or otherwise refrain from exercising, any
other right, remedy, power or privilege (including the right to accelerate the maturity of any Loan
and any power of sale) granted by any Loan Document or other security document or agreement, or
otherwise available to any Guaranteed Party, with respect to the Guaranteed Obligations or any of
the Collateral, even if the exercise of such right, remedy, power or privilege affects or
eliminates any right of subrogation or any other right of the Guarantor against the Borrower;



all as the Guaranteed Parties may deem advisable, and all without impairing, abridging, releasing
or affecting this Guaranty.




          Section 5. Guarantor Waivers.




          (a) Certain Waivers. The Guarantor waives and agrees not to assert:





               (i) any right to require any Guaranteed Party to marshal assets in favor of the
Borrower, the Guarantor, any other Loan Party or any other Person, to proceed against the
Borrower, any other Loan Party or any other Person, to proceed against or exhaust any of the
Collateral, to give notice of the terms, time and place of any public or private sale of
personal property security constituting the Collateral or other collateral for the
Guaranteed Obligations or comply with any other provisions of §9611



8









 







of the New York UCC (or any equivalent provision of any other applicable law) or to
pursue any other right, remedy, power or privilege of any Guaranteed Party whatsoever;




               (ii) the defense of the statute of limitations in any action hereunder or for the
collection or performance of the Guaranteed Obligations;




               (iii) any defense arising by reason of any lack of corporate or other authority or any
other defense of the Borrower, the Guarantor or any other Person;




               (iv) any defense based upon any Guaranteed Party’s errors or omissions in the
administration of the Guaranteed Obligations;




               (v) any rights to set-offs and counterclaims;




               (vi) any defense based upon an election of remedies (including, if available, an
election to proceed by nonjudicial foreclosure) which destroys or impairs the subrogation
rights of the Guarantor or the right of the Guarantor to proceed against the Borrower or any
other obligor of the Guaranteed Obligations for reimbursement; and




               (vii) without limiting the generality of the foregoing, to the fullest extent permitted
by law, any defenses or benefits that may be derived from or afforded by applicable law
limiting the liability of or exonerating guarantors or sureties, or which may conflict with
the terms of this Guaranty.



          (b) Additional Waivers.





               (i) The Guarantor waives any and all notice of the acceptance of this Guaranty, and any
and all notice of the creation, renewal, modification, extension or accrual of the
Guaranteed Obligations, or the reliance by the Guaranteed Parties upon this Guaranty, or the
exercise of any right, power or privilege hereunder. The Guaranteed Obligations shall
conclusively be deemed to have been created, contracted, incurred and permitted to exist in
reliance upon this Guaranty. The Guarantor waives promptness, diligence, presentment,
protest, demand for payment, notice of default, dishonor or nonpayment and all other notices
to or upon the Borrower, the Guarantor or any other Person with respect to the Guaranteed
Obligations.




               (ii) Until the Guaranteed Obligations have been paid in full in cash (other than
contingent indemnification obligations, which have been provided for to the reasonable
satisfaction of the Majority Lenders), the Guarantor waives (A) its rights of subrogation
and reimbursement, (B) any defenses the Guarantor may have to the Guaranty by reason of an
election of remedies by the Guaranteed Parties, (C) any rights or defenses the Guarantor may
have by reason of protection afforded to the Borrower or any other Guaranteed Party pursuant
to the anti-deficiency or other laws of the State of New York limiting or discharging the
Borrower’s or such other Loan Party’s indebtedness, (D) any defenses arising by reason of
any disability or other defense of the Borrower or any other guarantor, or the cessation
from any cause whatsoever (including any act or omission of any Guaranteed Party) of the
liability of the Borrower, (E) any defenses based on any claim that the Guarantor’s
obligations exceed or are more



9









 







burdensome than those of the Borrower, (F) any right to compel any Guaranteed Party to
proceed against or exhaust any security for the Guaranteed Obligations (or to proceed
against such security in a particular order) or to pursue any other remedy in such
Guaranteed Party’s power whatsoever, and (G) any benefit of and any right to participate in
any security now or hereafter held by the Guaranteed Parties.




               (iii) The Guarantor warrants and agrees that each of the waivers set forth herein is
made with full knowledge of its significance and consequences and that if any such waivers
are determined to be contrary to any applicable law or public policy, such waivers shall be
effective only to the maximum extent permitted by applicable law.



          (c) Independent Obligations. The obligations of the Guarantor hereunder are
independent of and separate from the obligations of any other guarantor of the Guaranteed
Obligations, the Borrower and any other Loan Party and upon the occurrence and during the
continuance of any Event of Default, a separate action or actions may be brought against the
Guarantor, whether or not the Borrower or any such other Loan Party is joined therein or a separate
action or actions are brought against the Borrower or any such other Loan Party.




          (d) Financial Condition of Borrower. The Guarantor shall not have any right to
require any Guaranteed Party to obtain or disclose any information with respect to: (i) the
financial condition or character of the Borrower or the ability of the Borrower to pay and perform
the Guaranteed Obligations; (ii) the Guaranteed Obligations; (iii) any Collateral; (iv) the
existence or nonexistence of any other guarantees of all or any part of the Guaranteed Obligations;
(v) any action or inaction on the part of any Guaranteed Party or any other Person; or (vi) any
other matter, fact or occurrence whatsoever.




          Section 6. Subrogation. Until the Guaranteed Obligations (other than contingent
indemnification obligations) shall be satisfied in full and the Commitments shall be terminated,
the Guarantor shall not have, and the Guarantor shall not directly or indirectly exercise, (a) any
rights that it may acquire by way of subrogation under this Guaranty, by any payment hereunder or
otherwise, (b) any rights of contribution, indemnification, reimbursement or similar suretyship
claims arising out of this Guaranty, or (c) any other right which it might otherwise have or
acquire (in any way whatsoever) which could entitle it at any time to share or participate in any
right, remedy or security of any Guaranteed Party as against the Borrower or any other Loan Party,
whether in connection with this Guaranty, any of the other Loan Documents or otherwise. If any
amount shall be paid to the Guarantor on account of the foregoing rights at any time when all the
Guaranteed Obligations shall not have been paid in full, such amount shall be held in trust for the
benefit of the Guaranteed Parties and shall forthwith be paid to the Administrative Agent to be
credited and applied to the Guaranteed Obligations, whether matured or unmatured, in accordance
with the terms of the Loan Documents. Upon the payment in full of the Guaranteed Obligations and
the termination of all Commitments, the Guarantor shall be subrogated to the rights of the
Guaranteed Parties against the Borrower to the extent otherwise permitted by law; provided,
however, that such subrogation shall not (i) constitute a representation or warranty,
express or implied, by any Guaranteed Party as to the enforceability or collectibility of any
obligations of the Borrower under the Loan Documents or as to the perfection, priority or
enforceability of any lien or security interest contained in or relating to any Loan Document, (ii)
grant to the Guarantor any right of recourse against any

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Guaranteed Party in respect thereof, (iii) give rise to any duty on the part of any Guaranteed
Party to cooperate with the Guarantor in the protection, preservation or enforcement of any rights
the Guarantor may have against the Borrower or any other Loan Party, (iv) impair any Guaranteed
Party’s unfettered discretion to settle or otherwise compromise any claims such Guaranteed Party
may have against the Borrower or otherwise impair or affect any of the waivers or consents
contained herein, or (v) restrict any Guaranteed Party from enforcing or forbearing from enforcing
any of its rights or remedies against the Borrower; provided further, that the
Guarantor shall, upon demand, indemnify each Guaranteed Party against any and all costs and
expenses arising directly or indirectly in connection with such right of subrogation.




          Section 7. Subordination.




          (a) Subordination to Payment of Guaranteed Obligations. All payments on account of
all Intercompany Loans, whether created under, arising out of or in connection with any documents
or instruments evidencing any credit extensions to Borrower or otherwise, including all principal
on any such Intercompany Loans, all interest accrued thereon, all fees and all other amounts
payable by the Borrower to the Guarantor in connection therewith, whether now existing or hereafter
arising, and whether due or to become due, absolute or contingent, liquidated or unliquidated,
determined or undetermined (the “Subordinated Debt”) shall be subject, subordinate and
junior in right of payment and exercise of remedies, to the extent and in the manner set forth
herein, to the prior payment in full in cash or cash equivalents of the Guaranteed Obligations.




          (b) Subordination Upon Any Distribution of Assets of the Borrower. In the event of
any payment or distribution of assets of the Borrower of any kind or character, whether in cash,
property or securities, upon any Insolvency Proceeding with respect to or involving the Borrower,
(i) all amounts owing on account of the Guaranteed Obligations, including all interest accrued
thereon at the contract rate both before and after the initiation of any such proceeding, whether
or not an allowed claim in any such proceeding, shall first be paid in full in cash, or payment
provided for in cash or in cash equivalents, before any Subordinated Debt Payment is made; and (ii)
to the extent permitted by applicable law, any Subordinated Debt Payment to which the Guarantor
would be entitled except for the provisions hereof, shall be paid or delivered by the trustee in
bankruptcy, receiver, assignee for the benefit of creditors or other liquidating agent making such
payment or distribution directly to the Administrative Agent (on behalf of the other Guaranteed
Parties) for application to the payment of the Guaranteed Obligations in accordance with clause
(i), after giving effect to any concurrent payment or distribution or provision therefor to any
Guaranteed Party in respect of such Guaranteed Obligations.




          (c) Authorization to Administrative Agent. If, while any Subordinated Debt is
outstanding, any Insolvency Proceeding is commenced by or against the Borrower or its property:





               (i) the Administrative Agent, when so instructed by the Majority Lenders, is hereby
irrevocably authorized and empowered (in the name of the Guaranteed Parties or in the name
of the Guarantor or otherwise), but shall have no obligation, to demand, sue for, collect
and receive every payment or distribution in respect of the Subordinated Debt and give
acquittance therefor and to file claims and



11









 







proofs of claim and take such other action (including voting the Subordinated Debt and
issuing a notice to the Guarantor pursuant to section 25A(1)(c) of the Irish Companies
(Amendment) Act 1990) as it may deem necessary or advisable for the exercise or enforcement
of any of the rights or interests of the Guaranteed Parties; and




               (ii) the Guarantor shall promptly take such action as the Administrative Agent (on
instruction from the Majority Lenders) may reasonably request (A) to collect the
Subordinated Debt for the account of the Guaranteed Parties and to file appropriate claims
or proofs of claim in respect of the Subordinated Debt, (B) to execute and deliver to the
Administrative Agent, such powers of attorney, assignments and other instruments as it may
request to enable it to enforce any and all claims with respect to the Subordinated Debt,
and (C) to collect and receive any and all Subordinated Debt Payments.




          Section 8. Continuing Guaranty. This Guaranty is a continuing guaranty and
agreement of subordination relating to any Guaranteed Obligations, including Guaranteed
Obligations which may exist continuously or which may arise from time to time in connection with
successive transactions consummated under the Credit Agreement and the other Loan Documents, and
the Guarantor expressly acknowledges that this Guaranty shall remain in full force and effect
notwithstanding that there may be periods in which no Guaranteed Obligations exist. This
Guaranty shall continue in effect and be binding upon the Guarantor until termination of the
Commitments and payment and performance in full of the Guaranteed Obligations.



          Section 9. Payments; Taxes. (a) The Guarantor hereby agrees, in furtherance of the
foregoing provisions of this Guaranty and not in limitation of any other right which any Guaranteed
Party or any other Person may have against the Guarantor by virtue hereof, upon the failure of the
Borrower to pay any of the Guaranteed Obligations when and as the same shall become due, whether at
stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including
amounts that would become due but for the operation of the automatic stay under §362(a) of the
Bankruptcy Code or any comparable provision under Irish law), the Guarantor shall forthwith pay, or
cause to be paid, in cash, to the Administrative Agent an amount equal to the amount of the
Guaranteed Obligations then due as aforesaid (including interest which, but for the filing of a
petition in any Insolvency Proceeding with respect to the Borrower, would have accrued on such
Guaranteed Obligations, whether or not a claim is allowed against the Borrower for such interest in
any such Insolvency Proceeding). The Guarantor shall make each payment hereunder, unconditionally
in full without set-off, counterclaim or other defense, on the day when due in Dollars, in
immediately available funds, to the Administrative Agent at such office of the Administrative Agent
and to such account as the Administrative Agent shall specify in writing to the Guarantor.




          (b) Any and all payments by the Guarantor to or for the account of any Guaranteed Party under
the Guarantor Documents shall be made free and clear of and without deduction for any and all
present or future taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or
similar charges, and all liabilities with respect thereto, now or hereafter imposed, levied,
collected, withheld or assessed by any Governmental Authority, excluding, in the case of any
Guaranteed Party, taxes imposed on or measured by its overall net income, and

12









 








franchise taxes imposed on it, by the jurisdiction (or any political subdivision thereof)
under the Laws of which such Guaranteed Party is organized or maintains a lending office (all such
non-excluded taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar
charges, and liabilities being hereinafter referred to as “Taxes”). If the Guarantor shall
be required by any Laws to deduct any Taxes from or in respect of any sum payable under the
Guarantor Documents to any Guaranteed Party then (i) the sum payable shall be increased as
necessary so that after making all required deductions (including deductions applicable to
additional sums payable under this Section), each of the Administrative Agent and such other
Guaranteed Party receives an amount equal to the sum it would have received had no such deductions
been made, (ii) the Guarantor shall make such deductions, (iii) the Guarantor shall pay the full
amount deducted to the relevant taxation authority or other authority in accordance with applicable
Laws, and (iv) within 30 days after the date of such payment, the Guarantor shall furnish to the
Administrative Agent (which shall forward the same to such Guaranteed Party) the original or a
certified copy of a receipt evidencing payment thereof.




          (c) In addition, the Guarantor agrees to pay any and all present or future stamp, court or
documentary taxes and any other excise or property taxes or charges or similar levies which arise
from any payment made under the Guarantor Documents or from the execution, delivery, performance,
enforcement or registration of, or otherwise with respect to, the Guarantor Documents (hereinafter
referred to as “Other Taxes”).




          (d) If the Guarantor shall be required to deduct or pay any Taxes or Other Taxes from or in
respect of any sum payable under the Guarantor Documents to any Guaranteed Party, the Guarantor
shall also pay to the Administrative Agent or to such Guaranteed Party, as the case may be, at the
time interest is paid, such additional amount that the Administrative Agent or such Guaranteed
Party specifies is necessary to preserve the after-tax yield (after factoring in all taxes,
including taxes imposed on or measured by net income) that the Administrative Agent or such
Guaranteed Party would have received if such Taxes or Other Taxes had not been imposed.




          (e) The Guarantor agrees to indemnify the Administrative Agent and each other Guaranteed Party
for (i) the full amount of Taxes and Other Taxes (including any Taxes or Other Taxes imposed or
asserted by any jurisdiction on amounts payable under this Section) paid by the Administrative
Agent and such Guaranteed Party, (ii) amounts payable under Section 9(d) and (iii) any
liability (including additions to tax, penalties, interest and expenses) arising therefrom or with
respect thereto, in each case whether or not such Taxes or Other Taxes were correctly or legally
imposed or asserted by the relevant Governmental Authority. Payment under this subsection (e)
shall be made within 30 days after the date the Guaranteed Party or the Administrative Agent makes
a demand therefor. Such demand for payment shall include a schedule setting out in reasonable
detail the calculation of the amount of liability for Taxes or Other Taxes asserted by the
Guaranteed Party or Administrative Agent to be due, but no Guaranteed Party shall be obliged to
disclose its tax returns or working papers.




          (f) Any payments by the Guarantor hereunder the application of which is not otherwise provided
for herein, shall be applied in the order specified in Clause 26.5 of the Credit Agreement.




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          (g) The agreements in this Section 9 shall survive the payment of all Guaranteed
Obligations.




          (h) The provisions of Clauses 12.4 and 15.1 of the Credit Agreement shall
apply to this Section 9.




          Section 10. Representations and Warranties. In order to induce the Lenders to make
Loans to the Borrower pursuant to the Credit Agreement, the Guarantor represents and warrants to
each Guaranteed Party, as of the Closing Date, the Utilisation Date and any Maturity Extension
Date, that:




          (a) Existence, Qualification and Power; Compliance with Laws. Each of the Guarantor
and its Material Subsidiaries (i) is duly organized or formed, validly existing and, if
incorporated or organized in a jurisdiction which recognizes the concept, in good standing under
the Laws of the jurisdiction of its incorporation or organization, (ii) has all requisite power and
authority and all requisite governmental licenses, authorizations, consents and approvals to (A)
own or lease its assets and carry on its business and (B) with respect to the Loan Parties,
execute, deliver and perform its obligations under the Loan Documents to which it is a party, (iii)
is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where
its ownership, lease or operation of properties or the conduct of its business requires such
qualification or license, and (iv) is in compliance with all Laws; except in each case referred to
in clauses (iii) and (iv) of this Section 10(a), to the extent that the
failure to do so would not reasonably be expected to have a Material Adverse Effect.




          (b) Authorization; No Contravention. The execution, delivery and performance by the
Guarantor of the Guaranty, have been duly authorized by all necessary corporate or other
organizational action, and do not and will not (i) contravene the terms of any of the Guarantor’s
Organization Documents; (ii) conflict with or result in any breach or contravention of, or the
creation of any Lien under, or require any payment to be made under (A) any Contractual Obligation
to which the Guarantor is a party or affecting the Guarantor or the properties of the Guarantor or
(B) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to
which the Guarantor or its property is subject; or (c) violate any Law. The Guarantor is in
compliance with all Contractual Obligations referred to in clause (ii)(A), except to the extent
that the failure to do so would not reasonably be expected to have a Material Adverse Effect.




          (c) Governmental Authorization; Other Consents. No approval, consent, exemption,
authorization, or other action by, or notice to, or filing with, any Governmental Authority or any
other Person is necessary or required in connection with the execution, delivery or performance by,
or enforcement against, the Guarantor, other than customary filings in connection with judicial or
other enforcement proceedings.




          (d) Binding Effect. This Guaranty has been, and each other Loan Document, when
delivered hereunder, will have been, duly executed and delivered by the Obligor party thereto.
This Guaranty and each other Loan Document constitute a legal, valid and binding obligation of the
Obligor party thereto, enforceable against such Person in accordance with its terms.




14









 








          (e) No Default. Neither the Guarantor nor any of its Subsidiaries is in default under
or with respect to any Contractual Obligation that, either individually or in the aggregate, would
reasonably be expected to have a Material Adverse Effect. No Default has occurred and is
continuing or would result from the consummation of the transactions contemplated by this Guaranty
or any other Loan Document.




          Section 11. Notices.




          (a) Notices Generally. Except in the case of notices and other communications
expressly permitted to be given by telephone (and except as provided in subsection (b) below), all
notices and other communications provided for herein shall be in writing and shall be delivered by
hand or overnight courier service, mailed by certified or registered mail or sent by telecopier as
follows, and all notices and other communications expressly permitted hereunder to be given by
telephone shall be made to the applicable telephone number, as follows: (i) if to the Guarantor or
the Administrative Agent, to the address, telecopier number, electronic mail address or telephone
number specified for such Person on the signature pages hereof; and (ii) if to any other
Guaranteed Party, to the address, telecopier number, electronic mail address or telephone number
specified in the Credit Agreement. Notices sent by hand or overnight courier service, or mailed by
certified or registered mail, shall be deemed to have been given when received; notices sent by
telecopier shall be deemed to have been given when sent (except that, if not given during normal
business hours for the recipient, shall be deemed to have been given at the opening of business on
the next business day for the recipient). Notices delivered through electronic communications to
the extent provided in subsection (b) below, shall be effective as provided in such subsection (b).




          (b) Electronic Communications. Notices and other communications to the Guaranteed
Parties hereunder may be delivered or furnished by electronic communication (including e-mail and
Internet or intranet websites) pursuant to procedures approved by the Administrative Agent. The
Administrative Agent or the Guarantor may, in its discretion, agree to accept notices and other
communications to it hereunder by electronic communications pursuant to procedures approved by it,
provided that approval of such procedures may be limited to particular notices or
communications.




     Unless the Administrative Agent otherwise prescribes, (i) notices and other communications
sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement
from the intended recipient (such as by the “return receipt requested” function, as available,
return e-mail or other written acknowledgement), provided that if such notice or other
communication is not sent during the normal business hours of the recipient, such notice or
communication shall be deemed to have been sent at the opening of business on the next business day
for the recipient, and (ii) notices or communications posted to an Internet or intranet website
shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as
described in the foregoing clause (i) of notification that such notice or communication is
available and identifying the website address therefor.



          (c) Change of Address, Etc. Each of the Guarantor and the Guaranteed Parties may
change its address, telecopier or telephone number or e-mail address for notices and other
communications hereunder by notice to the other parties hereto.




15









 








          Section 12. No Waiver; Cumulative Remedies. No failure by any Guaranteed Party to
exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege
hereunder or under any other Guarantor Document shall operate as a waiver thereof; nor shall any
single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or
further exercise thereof or the exercise of any other right, remedy, power or privilege. The
rights, remedies, powers and privileges herein or therein provided are cumulative and not exclusive
of any rights, remedies, powers and privileges provided by law.




          Section 13. Costs and Expenses; Indemnification.




          (a) Costs and Expenses. The Guarantor shall: (i) pay or reimburse the Administrative
Agent for all reasonable and documented out-of-pocket costs and expenses incurred by the
Administrative Agent and its Affiliates in connection with the preparation, negotiation, execution,
delivery and administration of this Guaranty and the other Guarantor Documents and any amendment,
waiver, consent or other modification of the provisions hereof and thereof (whether or not the
transactions contemplated hereby or thereby are consummated), including all attorneys’ fees and
disbursements; and (ii) pay or reimburse the Administrative Agent and each other Guaranteed Party
for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the
enforcement, attempted enforcement, or preservation of any rights or remedies under this Guaranty
or the other Guarantor Documents (including all such costs and expenses incurred during any
“workout” or restructuring in respect of the Guaranteed Obligations and during any legal
proceeding, including any proceeding under any Debtor Relief Law). The foregoing costs and
expenses shall include all taxes and reasonable fees related thereto, and other reasonable
out-of-pocket expenses incurred by the Administrative Agent, and, during the existence of an Event
of Default or pursuant to a good faith investigation of the potential existence of an Event of
Default, the reasonable cost of independent public accountants and other outside experts retained
by any Guaranteed Party.




          (b) Indemnification. Whether or not the transactions contemplated hereby are
consummated, the Guarantor agrees to indemnify, save and hold harmless each Agent-Related Person,
each other Guaranteed Party and their respective Affiliates, directors, officers, employees,
counsel, agents and attorneys-in-fact (collectively the “Indemnitees”) from and against any
and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments,
suits, costs, expenses and disbursements (including all reasonable and documented attorneys’ fees
and disbursements) of any kind or nature whatsoever which may at any time be imposed on, incurred
by or asserted against any such Indemnitee in any way relating to or arising out of or in
connection with (i) the execution, delivery, enforcement, performance or administration of any
Guarantor Document or other Loan Document or any other agreement, letter or instrument delivered in
connection with the transactions contemplated thereby or the consummation of the transactions
contemplated thereby, (ii) any Loan or the use or proposed use of the proceeds therefrom, or (iii)
any actual or prospective claim, litigation, investigation or proceeding relating to any of the
foregoing, whether based on contract, tort or any other theory (including any investigation of,
preparation for, or defense of any pending or threatened claim, investigation, litigation or
proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing,
collectively, the “Indemnified Liabilities”), in all cases, whether or not caused by or
arising, in whole or in part, out of the negligence of the Indemnitee; provided,
however, that such indemnity shall not, as to any Indemnitee, be available to the extent
that such

16









 








liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments,
suits, costs, expenses or disbursements are determined by a court of competent jurisdiction by
final and nonappealable judgment to have resulted from the gross negligence or willful misconduct
of such Indemnitee. No Indemnitee shall be liable for any damages arising from the use by
unintended recipients of any information or other materials obtained through IntraLinks or other
similar information transmission systems in connection with this Guaranty or the Credit Agreement,
nor shall any Indemnitee have any liability for any indirect or consequential damages relating to
this Guaranty, the Credit Agreement or any other Guarantor Documents or Loan Document or arising
out of its activities in connection herewith or therewith (whether before or after the Closing
Date).




          (c) Defense. At the election of any Indemnitee, the Guarantor shall defend such
Indemnitee using legal counsel satisfactory to such Indemnitee in such Person’s sole discretion, at
the sole cost and expense of the Guarantor.




          (d) Interest. Any amounts payable to by the Guarantor under this Section 13
or otherwise under this Guaranty if not paid upon demand shall bear interest from the date of such
demand until paid in full, at a fluctuating interest rate per annum at all times equal to the Base
Rate plus 2% per annum, to the fullest extent permitted by applicable Law. Any such interest shall
be due and payable upon demand and shall be calculated on the basis of a year of 365 or 366 days,
as the case may be, and the actual number of days elapsed.




          (e) Payment. All amounts due under this Section 13 shall be payable within
ten Business Days after demand therefor.




          (f) Survival. The agreements in this Section 13 shall survive the termination
of the Commitments and repayment of all other Guaranteed Obligations.




          Section 14. Right of Set-Off. In addition to any rights and remedies of the Lenders
provided by law, upon the occurrence and during the continuance of any Event of Default, each of
the Lenders is authorized at any time and from time to time, without prior notice to the Guarantor,
any such notice being waived by the Guarantor to the fullest extent permitted by law, to set off
and apply any and all deposits (general or special, time or demand, provisional or final) at any
time held by, and other indebtedness at any time owing by, such Lender to or for the credit or the
account of the Guarantor against any and all Obligations owing to such Lender, now or hereafter
existing, irrespective of whether or not the Administrative Agent or such Lender shall have made
demand under this Guaranty or any other Guarantor Document and although such Obligations may be
contingent or unmatured or denominated in a currency different from that of the applicable deposit
or indebtedness. Each of the Lenders agrees (by its acceptance hereof) promptly to notify the
Guarantor and the Administrative Agent after any such set-off and application made by such Lender;
provided, however, that the failure to give such notice shall not affect the
validity of such set-off and application.




          Section 15. Marshalling; Payments Set Aside. Neither the Administrative Agent nor any
Guaranteed Party shall be under any obligation to marshal any assets in favor of the Guarantor or
any other Person or against or in payment of any or all of the Guaranteed Obligations. To the
extent that the Guarantor makes a payment to any Guaranteed Party, or any

17









 








Guaranteed Party exercises its right of set-off, and such payment or the proceeds of such
set-off or any part thereof are subsequently invalidated, declared to be fraudulent or
preferential, set aside or required (including pursuant to any settlement entered into by any
Guaranteed Party in its discretion) to be repaid to a trustee, receiver or any other party, in
connection with any Insolvency Proceeding or otherwise, then (a) to the extent of such recovery the
obligation or part thereof originally intended to be satisfied shall be revived and continued in
full force and effect as if such payment had not been made or such set-off had not occurred, and
(b) each of the Lenders severally agrees (by its acceptance hereof) to pay to the Administrative
Agent upon demand its pro rata share of any amount so recovered from or repaid by the
Administrative Agent, plus interest thereon from the date of such demand to the date such payment
is made at a rate per annum equal to the Federal Funds Rate from time to time in effect.




          Section 16. Benefits of Guaranty. This Guaranty is entered into for the sole
protection and benefit of the Administrative Agent and each other Guaranteed Party and their
respective successors and assigns, and no other Person (other than any Indemnitee specified herein)
shall be a direct or indirect beneficiary of, or shall have any direct or indirect cause of action
or claim in connection with, this Guaranty. The Guaranteed Parties, by their acceptance of this
Guaranty, shall not have any obligations under this Guaranty to any Person other than the
Guarantor, and such obligations shall be limited to those expressly stated herein.




          Section 17. Binding Effect; Assignment.




          (a) Binding Effect. This Guaranty shall be binding upon the Guarantor and its
successors and assigns, and inure to the benefit of and be enforceable by the Administrative Agent
and each other Guaranteed Party and their respective successors, endorsees, transferees and
assigns.




          (b) Assignment. Except to the extent otherwise provided in the Credit Agreement, the
Guarantor shall not have the right to assign or transfer its rights and obligations hereunder or
under any other Guarantor Documents without the prior written consent of the Majority Lenders.
Each Lender may, without notice to or consent by the Guarantor, sell, assign, transfer or grant
participations in all or any portion of such Lender’s rights and obligations hereunder and under
the other Guarantor Documents in connection with any sale, assignment, transfer or grant of a
participation by such Lender in accordance with Clause 22 of the Credit Agreement of or in
its rights and obligations thereunder and under the other Loan Documents. In the event of any
grant of a participation, the participant (A) shall be deemed to have a right of set-off under
Section 14 in respect of its participation to the same extent as if it were such
“Guaranteed Party;” and (B) shall also be entitled to the benefits of Section 13.




          Section 18. Governing Law and Jurisdiction.




          (a) THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE
OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED
THAT THE ADMINISTRATIVE AGENT AND EACH OTHER GUARANTEED PARTY SHALL RETAIN ALL RIGHTS ARISING UNDER
FEDERAL LAW.




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          (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS GUARANTY OR ANY OTHER GUARANTOR
DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN THE CITY OF NEW YORK OR
OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS
GUARANTY, THE GUARANTOR CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE
JURISDICTION OF THOSE COURTS. THE GUARANTOR IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY
OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW
OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF
THIS GUARANTY OR ANY OTHER GUARANTOR DOCUMENT. THE GUARANTOR WAIVES PERSONAL SERVICE OF ANY
SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF
SUCH STATE.




          (c) The Guarantor hereby irrevocably appoints CT Corporation System, a Wolters Kluwer Company,
with an office at 111 Eighth Avenue, New York, NY 10011, as its authorized agent (in such capacity,
the “NY Process Agent”) with all powers necessary to receive on its behalf service of
copies of the summons and complaint and any other process which may be served in any action or
proceeding arising out of or relating to this Guaranty and the other Loan Documents in any of the
courts in and of the State of New York. Such service may be made by mailing or delivering a copy
of such process to the Guarantor in care of the NY Process Agent at the NY Process Agent’s address
and the Guarantor hereby irrevocably authorizes and directs the NY Process Agent to accept such
service on its behalf and agrees that the failure of the NY Process Agent to give any notice of any
such service to the Guarantor shall not impair or affect the validity of such service or of any
judgment rendered in any action or proceeding based thereon. As an alternative method of service,
the Guarantor also irrevocably consents to the service of any and all process in any such action or
proceeding by the mailing of copies of such process to the Guarantor at its address specified on
the signature page hereof. If for any reason CT Corporation System shall cease to act as NY
Process Agent, the Guarantor shall appoint forthwith, in the manner provided for herein, a
successor NY Process Agent qualified to act as an agent for service of process with respect to all
courts in and of the State of New York and acceptable to the Administrative Agent.




          (d) The Guarantor further agrees that the courts of England shall have non-exclusive
jurisdiction to settle any dispute arising out of or in connection with this Guaranty or the other
Loan Documents (including a dispute regarding the existence, validity or termination of any such
document or agreement) (a “Dispute”). The Guarantor further waives any objection which it
may have at any time to the laying of venue in relation to any proceedings brought in any such
court in respect of any Dispute, waives any claim that such proceedings have been brought in an
inconvenient forum, and further waives the right to object, with respect to such proceedings, that
such court does not have any jurisdiction over it. The Guarantor hereby irrevocably appoints
Cadence Design Systems Limited, with an office at Bagshot Road, Attn: Office of the General
Counsel, Bracknell, Berkshire, RG12, OPH, UK, as its authorized agent, with all powers necessary to
receive on its behalf service of process in any proceedings, commenced in the English courts.




19









 








          (e) Nothing in this Section 18 shall affect the right of the Guaranteed Parties to
serve legal process in any other manner permitted by law or limit the right of the Guaranteed
Parties to bring any action or proceeding against the Guarantor or its property in the courts of
other jurisdictions.




          Section 19. Waiver of Jury Trial. THE GUARANTOR AND EACH GUARANTEED PARTY (BY ITS
ACCEPTANCE HEREOF) HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION
OR CAUSE OF ACTION ARISING UNDER THE GUARANTOR DOCUMENTS OR IN ANY WAY CONNECTED WITH OR RELATED OR
INCIDENTAL TO THE DEALINGS OF THE PARTIES OR ANY OF THEM WITH RESPECT TO THE GUARANTOR DOCUMENTS,
OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND
WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND THE GUARANTOR AND EACH GUARANTEED PARTY (BY
ITS ACCEPTANCE HEREOF) HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF
ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY MAY FILE AN ORIGINAL
COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE
PARTIES TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.




          Section 20. Entire Agreement; Amendments and Waivers. This Guaranty together with the
other Guarantor Documents embodies the entire agreement of the Guarantor with respect to the
matters set forth herein and supersedes all prior or contemporaneous agreements and understandings
of the Guarantor, verbal or written, relating to the subject matter hereof and thereof and shall
not be amended except by written agreement of the Guarantor, the Administrative Agent and the
Majority Lenders. No waiver of any rights of the Guaranteed Parties under any provision of this
Guaranty or consent to any departure by the Guarantor therefrom shall be effective unless in
writing and signed by the Administrative Agent and the Majority Lenders, or the Administrative
Agent (with the written consent of the Majority Lenders). Any such amendment, waiver or consent
shall be effective only in the specific instance and for the specific purpose for which given.




          Section 21. Severability. If any provision of this Guaranty or the other Guaranty
Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and
enforceability of the remaining provisions of this Guaranty and the other Guaranty Documents shall
not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations
to replace the illegal, invalid or unenforceable provisions with valid provisions the economic
effect of which comes as close as possible to that of the illegal, invalid or unenforceable
provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.




          Section 22. Confidentiality. By its acceptance hereof, each Guaranteed Party agrees
to maintain the confidentiality of the Information (as defined below), except that Information may
be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including
accountants, legal counsel and other advisors (it being understood that the Persons to whom such
disclosure is made will be informed of the confidential nature of such

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Information and instructed to keep such Information confidential); (b) to the extent requested
by any regulatory authority; (c) to the extent required by applicable laws or regulations or by any
subpoena or similar legal process; (d) to any other party to the Credit Agreement; (e) in
connection with the exercise of any remedies hereunder or thereunder or any suit, action or
proceeding relating to the Credit Agreement or the enforcement of rights hereunder or thereunder;
(f) subject to an agreement containing provisions substantially the same as those of this Section,
to (i) any Eligible Assignee of or participant in, or any prospective Eligible Assignee of or
participant in, any of its rights or obligations under the Credit Agreement (or other permitted
assignee of or successor to a Guaranteed Party) or (ii) any direct or indirect contractual
counterparty or prospective counterparty (or such contractual counterparty’s or prospective
counterparty’s professional advisor) to any credit derivative transaction relating to obligations
of the Guarantor; (g) with the consent of the Guarantor; (h) to the extent such Information (i)
becomes publicly available other than as a result of a breach of this Section or (ii) becomes
available to the Guaranteed Party on a nonconfidential basis from a source other than the Borrower
or the Guarantor; or (i) to the National Association of Insurance Commissioners or any other
similar organization. In addition, the Guaranteed Parties may disclose the existence of this
Guaranty and the Credit Agreement and information about this Guaranty and the Credit Agreement to
market data collectors, similar service providers to the lending industry, and service providers to
the Guaranteed Parties in connection with the administration and management of the Credit
Agreement, the Guaranty Documents and other Loan Documents, the Commitments, and the Facility. For
the purposes of this Section, “Information” means all information received from the Guarantor
relating the Guarantor or its Subsidiaries or their businesses, other than any such information
that is available to the applicable Guaranteed Party on a nonconfidential basis prior to disclosure
by the Guarantor or its Subsidiaries; provided that, in the case of information received
from the Guarantor after the date hereof, such information is clearly identified in writing at the
time of delivery as confidential. Any Person required to maintain the confidentiality of
Information as provided in this Section shall be considered to have complied with its obligation to
do so if such Person has exercised the same degree of care to maintain the confidentiality of such
Information as such Person would accord to its own confidential information.




          Section 23. Counterparts. This Guaranty may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall constitute one and the
same instrument.




          Section 24. Judgment Currency. If, for the purposes of obtaining judgment in any
court, it is necessary to convert a sum due hereunder or any other Guarantor Document in one
currency into another currency, the rate of exchange used shall be that at which in accordance with
normal banking procedures the Administrative Agent could purchase the first currency with such
other currency on the Business Day preceding that on which final judgment is given. The obligation
of the Guarantor in respect of any such sum due from it to any Guaranteed Party hereunder or under
the other Guaranty Documents shall, notwithstanding any judgment in a currency (the “Judgment
Currency”) other than that in which such sum is denominated in accordance with the applicable
provisions of the Credit Agreement (the “Agreement Currency”), be discharged only to the
extent that on the Business Day following receipt by the Administrative Agent of any sum adjudged
to be so due in the Judgment Currency, the Administrative Agent may in accordance with normal
banking procedures purchase the

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Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so
purchased is less than the sum originally due to the Administrative Agent from the Guarantor in the
Agreement Currency, the Guarantor agrees, as a separate obligation and notwithstanding any such
judgment, to indemnify the Administrative Agent or the Person to whom such obligation was owing
against such loss. If the amount of the Agreement Currency so purchased is greater than the sum
originally due to the Administrative Agent in such currency, the Administrative Agent (by its
acceptance hereof) agrees to return the amount of any excess to the Guarantor (or to any other
Person who may be entitled thereto under applicable law). The agreements in this Section
24 shall survive the termination of the Commitments and repayment of all Guaranteed
Obligations.




[Signature page follows]




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          IN WITNESS WHEREOF, the Guarantor has executed this Guaranty, under seal, as of the date first
above written.




[Seal]




	 	 	 
	 

	 	Present when the Common Seal of
	 

	 	CADENCE TECHNOLOGY LIMITED
	 

	 	was affixed hereto:
	 
	 	 
	 
	 	/s/ Gerard Byrne
	 

	 	 
	 

	 	     Director
	 
	 	 
	 
	 	/s/ Karen McManamon
	 

	 	 
	 

	 	     Director/Secretary






[Signature page to Guaranty]