AMENDMENT NO.3 CONSENT, WAIVER, AND AGREEMENT

Exhibit 10.1

EXECUTION COPY

AMENDMENT NO. 3, CONSENT, WAIVER AND AGREEMENT dated as of August 1, 2007 (this “ Amendment ”), to the Credit Agreement dated as of April 1, 2005, as amended by Amendment No. 1, Consent, Waiver and Agreement dated as of August 19, 2005 and Amendment No. 2, Consent, Waiver and Agreement dated as of March 7, 2007 (as so amended, the “ Credit Agreement ”), among AMI SEMICONDUCTOR, INC., a Delaware corporation (the “ Borrower ”), AMIS HOLDINGS, INC., a Delaware corporation (“ Holdings ”), the Lenders (as defined in Article I of the Credit Agreement) and CREDIT SUISSE (formerly known as Credit Suisse First Boston), as administrative agent (in such capacity, the “ Administrative Agent ”) and as collateral agent (in such capacity, the “ Collateral Agent ” ) for the Lenders.

A. Pursuant to the Credit Agreement, the Lenders have extended, and have agreed to extend, credit to the Borrower.

B. Holdings and the Borrower have requested (i) certain amendments to the Credit Agreement and (ii) that the Lenders waive compliance by Holdings and the Borrower with certain provisions of the Credit Agreement as set forth herein, and the applicable Lenders are willing to agree to such amendments and grant such waivers, in each case on the terms and subject to the conditions set forth herein.

Accordingly, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1. Defined Terms; Interpretation; Etc . Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Credit Agreement. The rules of construction set forth in Section 1.02 of the Credit Agreement shall apply equally to this Amendment. This Amendment shall be a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.

SECTION 2. Consent and Waiver . (a) The Required Lenders hereby consent to the Designated Intellectual Property Transfers (as defined below), and hereby waive compliance by Holdings and the Borrower with the provisions of Sections 6.05 and 6.07 of the Credit Agreement to the extent (but only to the extent) necessary to sell, license, sublicense or otherwise transfer the assets in respect of the Designated Intellectual Property Transfers.

(b) The Required Lenders and the Requisite Term Lenders (as defined below) hereby waive compliance by the Borrower with the provisions of Section 2.13(b) of the Credit Agreement to the extent (but only to the extent) that such Section would otherwise require the Borrower to prepay Term Loans with the Net Cash Proceeds of the Designated Intellectual Property Transfers. For purposes of this Amendment, “ Requisite Term Lenders ” shall mean Term Lenders under the Credit Agreement holding a majority of the aggregate principal amount of outstanding Term Loans.

(c) The Required Lenders and the Requisite Term Lenders hereby waive compliance by the Borrower with the provisions of Section 2.13(c) of the Credit Agreement to the extent (but only to the extent) that such Section would otherwise require the Borrower to prepay Term Loans with the proceeds from the Convertible Notes Offering (as defined below).

SECTION 3. Amendments. (a) The definition of “Applicable Percentage” set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“ Applicable Percentage ” shall mean, for any day, (a) with respect to any Eurodollar Term Loan or ABR Term Loan, as the case may be, the applicable percentage set forth below under the caption “Eurodollar Spread–Term Loans” or “ABR Spread–Term Loans”, as the case may be, based upon the satisfaction of the Specified Ratings Condition as of the relevant date of determination:

(b) with respect to any Eurodollar Revolving Loan or ABR Revolving Loan (including for this purpose each Swingline Loan), as the case may be, the applicable percentage set forth below under the caption “Eurodollar Spread–Revolving Loans” or “ABR Spread–Revolving Loans”, as the case may be, based upon the Leverage Ratio as of the relevant date of determination; provided that, in the event that the Specified Ratings Condition is not satisfied, and for so long as the Specified Ratings Condition shall not be satisfied, such applicable percentage shall be 75 basis points greater than the applicable percentage set forth below:

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Each change in the Applicable Percentage resulting from a change in the Leverage Ratio shall be effective with respect to all applicable Loans and Letters of Credit outstanding on and after the date of delivery to the Administrative Agent of the financial statements and certificates required by Section 5.04(a) or (b) and Section 5.04(c), respectively, indicating such change until the date immediately preceding the next date of delivery of such financial statements and certificates indicating another such change. Notwithstanding the foregoing, (a) at any time during which the Borrower has failed to deliver the financial statements and certificates required by Section 5.04(a) or (b) and Section 5.04(c), respectively, the Leverage Ratio shall be deemed to be in Category 2 for purposes of determining the Applicable Percentage (unless the Leverage Ratio in effect immediately prior to such failure was in Category 1, in which case the Leverage Ratio shall remain in Category 1 until delivery of such financial statements and certificate) and (b) at any time after the occurrence and during the continuance of an Event of Default, the Leverage Ratio shall be deemed to be in Category 1 for purposes of determining the Applicable Percentage.

Notwithstanding anything in this Agreement to the contrary, the Specified Ratings Condition with respect to the Term Loans and the Revolving Loans, as applicable, shall in no event be considered to be or remain satisfied (a) at any time after the occurrence and during the continuance of an Event of Default or (b) following the first Business Day after the occurrence of a Ratings Event or a Ratings Withdrawal. If the rating system of Moody’s or S&P shall change, or if either such rating agency shall cease to be in the business of rating corporate debt obligations, the Borrower and the Required Lenders shall negotiate in good faith to amend the definition of the term “Specified Ratings Condition” to reflect such changed rating system, or the unavailability of ratings from such rating agency and, pending the effectiveness of any such amendment, the Applicable Percentage with respect to the (a) Term Loans shall be the Applicable Percentage in effect immediately prior to such change or unavailability and (b) Revolving Loans shall be determined without regard to whether or not the Specified Ratings Condition shall have been satisfied.

(b) The definition of “Permitted Acquisition” set forth in Section 1.01 of the Credit Agreement is hereby amended by inserting a new sub-clause (w) to clause (iii) of the proviso to such definition that reads as follows: “(w) $225,000,000 for acquisitions financed with the Net Cash Proceeds of the Convertible Notes Offering (less the amount of such Net Cash Proceeds that has previously been used to finance a repurchase of Equity Interests of Holdings pursuant to Section 6.06(g))”.

(c) Section 1.01 of the Credit Agreement is hereby amended by inserting the following defined terms in appropriate alphabetical order:

“ Amendment No. 2 ” shall mean Amendment No. 2, Consent, Waiver and Agreement dated as of March 7, 2007, to this Agreement.

“ Amendment No. 3 ” shall mean Amendment No. 3, Consent, Waiver and Agreement dated as of August 1, 2007, to this Agreement.

“ Amendment No. 3 Effective Date ” shall mean the date on which Amendment No. 3 becomes effective in accordance with its terms.

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“ Convertible Cash Settlement Payment ” shall mean any payment of the cash portion of the settlement amount required to be paid to any holder of Convertible Notes upon the conversion thereof in accordance with the terms of the Convertible Note Documents.

“ Convertible Note Documents ” shall mean the indenture under which the Convertible Notes are issued and all other instruments, agreements and other documents evidencing or governing the Convertible Notes or providing for any right in respect thereof.

“ Convertible Notes ” shall mean convertible notes of Holdings that (a) mature on or after, and require no scheduled payments of principal prior to, the date that is three months after Term Loan Maturity Date, (b) are in an initial aggregate principal amount of up to $225,000,000 and (c) have other terms reasonably acceptable to the Administrative Agent.

“ Convertible Notes Offering ” shall mean the offering and sale by Holdings of the Convertible Notes.

“ Designated Intellectual Property Transfer ” shall mean the transfer or license by Holdings, the Borrower and any Subsidiary Guarantor, for reasonably adequate consideration, of intellectual property owned by such person, to one or more Foreign Subsidiaries ( provided that, notwithstanding anything herein or in Amendment No. 2 to the contrary, the aggregate fair market value (as determined in good faith by the Board of Directors of the Borrower) of all intellectual property so transferred shall not exceed $75,000,000).

“ Permitted Holdings Debt ” shall mean unsecured Indebtedness of Holdings that (a) is not guaranteed by the Borrower or any Subsidiary, (b) does not mature prior to the first anniversary of the Term Loan Maturity Date, (c) has no scheduled amortization or payments of principal (it being understood that such Indebtedness may have mandatory prepayment, repurchase or redemption provisions satisfying the requirements of clause (e) hereof), (d) other than in respect of any such Indebtedness that has terms substantially similar to those of the Convertible Notes, does not require any payments in cash of interest or other amounts in respect of the principal thereof prior to the earlier to occur of (i) the date that is five years from the date of the issuance or incurrence thereof and (ii) the first anniversary of the Term Loan Maturity Date, and (e) that has mandatory prepayment, repurchase or redemption, covenant, default and remedy provisions customary for senior notes of an issuer that is the parent of a borrower under senior secured credit facilities, and in any event, with respect to covenant, default and remedy provisions, no more restrictive than those set forth in the Convertible Note Documents taken as a whole; provided that any such Indebtedness shall constitute Permitted Holdings Debt only if both before and after giving effect to the issuance or incurrence thereof, no Default or Event of Default shall have occurred and be continuing.

“ Specified Foreign Subsidiary Debt ” shall have the meaning given to such term in Section 6.01(j).

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“ Specified Ratings Condition ” shall mean that the Borrower shall have in effect a corporate family rating of Ba3 or higher from Moody’s and a corporate rating of BB- or higher from S&P (the “ Specified Ratings ”); provided that the Specified Ratings Condition shall only remain satisfied for so long as (x) neither Moody’s nor S&P shall have reduced its corporate family/corporate rating of the Borrower to a ratings category below the Specified Ratings, (y)(i) Moody’s shall not have placed the corporate family rating of the Borrower on “Negative Outlook or Watch Downgrade” (or any comparable designation employed in the future by Moody’s) at any time that the Borrower’s corporate family rating is Ba3 and (ii) S&P shall not have placed the corporate rating of the Borrower on “CreditWatch negative” (or any comparable designation employed in the future by S&P) at any time that the Borrower’s corporate rating is BB- (any of the events described in clauses (x) or (y), a “ Ratings Event ”) and (z) neither Moody’s nor S&P shall have withdrawn its rating of the Borrower (a “ Ratings Withdrawal ”).

(d) Section 2.13(e) of the Credit Agreement is hereby amended by inserting the words (1) “or incurrence” immediately following the words “from the issuance” in the second line thereof, (2) “and Specified Foreign Subsidiary Debt” immediately following the words “Other Permitted Subordinated Debt” in the third and fourth lines thereof, (3) “, incurrence” immediately following the words “any issuance” in the ninth line thereof and (4) “or Specified Foreign Subsidiary Debt” immediately following the words “Other Permitted Subordinated Debt” in the ninth and tenth lines thereof.

(e) Section 3.13 of the Credit Agreement is hereby amended by (1) inserting the words “(other than any Revolving Loans made in respect of increased Revolving Credit Commitments established pursuant to Section 2.24)” immediately following the words “Revolving Loans” in the fourth line thereof, (2) inserting the words “, but that no proceeds of any Revolving Loans made in respect of increased Revolving Credit Commitments established pursuant to Section 2.24 shall be used by the Borrower to purchase or otherwise acquire the common Equity Interests of Holdings or by the Borrower to finance a Dividend to Holdings for the purpose of enabling Holdings to make any such purchase or other acquisition or to finance any Dividend to Holdings for the purpose of redeeming or otherwise acquiring for value any Convertible Notes or making any Convertible Cash Settlement Payment, or any other Dividend to Holdings” immediately following the words “purpose of the Borrower” in the sixth line thereof and (3) inserting the words “(it being understood and agreed that no such proceeds shall be used by the Borrower to purchase or otherwise acquire the common Equity Interests of Holdings or by the Borrower to finance a Dividend to Holdings for the purpose of enabling Holdings to make any such purchase or other acquisition or to finance any Dividend to Holdings for the purpose of redeeming or otherwise acquiring for value any Convertible Notes or making any Convertible Cash Settlement Payment, or any other Dividend to Holdings)” immediately following the words “Assumption Agreement” in the eighth line thereof.

(f) Section 5.08 of the Credit Agreement is hereby amended by (1) inserting the words “(other than any Revolving Loans made in respect of increased Revolving Credit Commitments established pursuant to Section 2.24)” immediately following the words “Revolving Loans” in the fourth line thereof and (2) inserting the words “, but that no proceeds of any Revolving Loans made in respect of increased Revolving Credit Commitments established pursuant to Section 2.24 or any Incremental Term Loans shall be used by the Borrower to purchase or otherwise acquire the common Equity Interests of Holdings or by the Borrower to finance a Dividend to Holdings for the purpose of enabling Holdings to make any such purchase or other acquisition or to finance any Dividend to Holdings for the purpose of redeeming or otherwise acquiring for value any Convertible Notes or making any convertible Cash Settlement Payment, or any other Dividend to Holdings” immediately following the words “purpose of the Borrower” in the sixth line thereof.

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(g) Section 6.01 of the Credit Agreement is hereby amended by (1) (i) replacing the word “and” with a comma and (ii) inserting the words “and (o)” immediately following the reference to paragraph (m), in each case in the second line of paragraph (n) thereof, (2) inserting the words “( provided that the Foreign Subsidiaries may incur up to an additional $55,000,000 of Indebtedness in the aggregate for the purpose of financing Designated Intellectual Property Transfers (any such additional Indebtedness, “ Specified Foreign Subsidiary Debt ”))” immediately following the words “not exceed $20,000,000” in the fourth line of paragraph (j) thereof, and (3) relabeling the current paragraph (o) as paragraph (p) and (3) inserting the following new paragraph (o) immediately after paragraph (n):

“(o) Indebtedness in respect of (i) the Convertible Notes and (ii) Permitted Holdings Debt incurred to refinance the Convertible Notes in accordance with Section 6.01(n) as contemplated by Section 6.06(i);”

(h) Section 6.04 of the Credit Agreement is hereby amended by (1) deleting the word “and” immediately following the semicolon at the end of Section 6.04(p), (2) deleting the period and inserting a semicolon in place thereof at the end of Section 6.04(q) and (3) inserting new Section 6.04(r) thereof, which shall read in its entirety as follows:

“(r) investments consisting of purchases of Equity Interests permitted by Section 6.06.”

(i) Section 6.06 of the Credit Agreement is hereby amended by (1) deleting the word “and” immediately following the semicolon at the end of paragraph (f) thereof, (2) (i) relabeling the current paragraph (g) as paragraph (j), (ii) deleting the words “paragraphs (a) through (f) above” in the first and second lines thereof and replacing such words with “paragraphs (a) through (i) above”, and (iii) inserting the words (A) “(or in respect of any Convertible Cash Settlement Payment)” immediately following the word “holders” in the fourth line of such paragraph, (B) “or such Dividend and Convertible Cash Settlement Payment, as applicable” immediately following the words “after giving effect to the payment of such Dividend” in the sixth line of such paragraph and (C) “(other than a Dividend made in connection with a Convertible Cash Settlement Payment)” immediately following the words “proposed Dividend” in the seventh line of such paragraph, and (3) inserting the following new paragraphs (g), (h) and (i) immediately after paragraph (f):

“(g) so long as there will exist no Default or Event of Default (both before and after giving effect to the payment thereof), Holdings may repurcha