<PAGE>

                                                                    EXHIBIT 10.1

                                                                  EXECUTION COPY

                        AMENDMENT NO. 1, CONSENT, WAIVER and AGREEMENT dated as
                  of August 26, 2004 (this "Amendment"), to the Amended and
                  Restated Credit Agreement dated as of September 26, 2003 (the
                  "Credit Agreement"), among AMI SEMICONDUCTOR, INC., a Delaware
                  corporation formerly named AMI Spinco, Inc. (the "Borrower"),
                  AMIS HOLDINGS, INC., a Delaware corporation formerly named AMI
                  Holdings, Inc. ("Holdings"), the Lenders (as defined in
                  Article I of the Credit Agreement) and CREDIT SUISSE FIRST
                  BOSTON, as administrative agent (in such capacity, the
                  "Administrative Agent") and as a 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 informed the Administrative Agent that,
Holdings and the Borrower, including through one or more newly formed Wholly
Owned Subsidiaries that are Foreign Subsidiaries (each a "Transaction
Subsidiary"), intend to acquire (the "Acquisition") from DSPfactory Ltd., a
corporation organized under the laws of the Province of Ontario (the "Seller"),
(i) the assets comprising the ultra-miniaturized, ultra-low power,
software-programmable digital signal processing business of the Seller and (ii)
100% of the Equity Interests of DSPfactory, S.A. (the "Swiss Subsidiary"),
pursuant to one or more agreements to be entered into by Holdings, certain
affiliates of Holdings, the Seller and certain affiliates of the Seller
(collectively, the "Purchase Agreements"), for consideration consisting of (x)
approximately $27,850,000 in cash, subject to adjustment (the "Cash
Consideration"), (y) the assumption of certain liabilities and (z) common Equity
Interests of Holdings with an approximate value of $16,400,000 (plus additional
common Equity Interests of Holdings that may become payable in the form of an
"earn-out" as provided for in the Purchase Agreements), subject to adjustment
("Equity Consideration" and together with the Cash Consideration, the
"Acquisition Consideration").

      C. In connection with the foregoing, Holdings and the Borrower have
requested that the Required Lenders consent to the Acquisition and waive
compliance by Holdings and the Borrower with certain provisions of the Credit
Agreement in connection therewith and agree to amend the Credit Agreement as
provided herein. The Required Lenders are willing to grant such consent and
waiver, and to amend the Credit Agreement, on the terms and subject to the
conditions set forth herein.

      D. Capitalized terms used but not defined herein shall have the meanings
assigned to them in the Credit Agreement.

      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:

<PAGE>

                                                                               2

      SECTION 1. Consent and Waiver. (a) The Required Lenders hereby consent to
the Acquisition on substantially the terms described above, and hereby waive
compliance by Holdings and the Borrower with the provisions of Sections 6.04,
6.05 and 6.07 of the Credit Agreement to the extent (but only to the extent)
necessary to permit Holdings, the Borrower and its Subsidiaries (i) to enter
into the Purchase Agreements, to consummate the Acquisition, and to allocate,
sell or otherwise transfer the assets acquired pursuant to the Acquisition
between or amongst themselves and (ii) to capitalize the Transaction
Subsidiaries and any intermediate Wholly Owned Subsidiary holding company,
including by way of intercompany loans evidenced by one or more promissory notes
pledged to the Collateral Agent for the ratable benefit of the Secured Parties
to the extent required by the Loan Documents, for purposes of the foregoing.

      (b) The Required Lenders hereby waive compliance by Holdings with the
provisions of Section 6.14(a) of the Credit Agreement to the extent (but only to
the extent) necessary to permit Holdings to enter into the Purchase Agreements
and exercise its rights and perform its obligations thereunder and capitalize
its Subsidiaries, including by way of intercompany loans, to the extent
contemplated by Section 1.

      SECTION 2. Amendment. (a) Section 6.02 of the Credit Agreement is hereby
amended by deleting the word "and" at the end of paragraph (n) thereof, deleting
the "." and inserting "; and" at the end of paragraph (o) thereof and inserting
the following new paragraph (p) thereafter:

                  "(p) Liens existing on property before the acquisition thereof
            by Holdings, the Borrower or any of its Subsidiaries; provided that
            (i) such Liens were not created in contemplation of such acquisition
            and (ii) such Liens do not apply to any other assets or property.".

      (b) Section 6.04 of the Credit Agreement is hereby amended by deleting the
word "and" at the end of paragraph (o) thereof, deleting the "." and inserting
"; and" at the end of paragraph (p) thereof and inserting the following new
paragraph (q) thereafter:

                  "(q) any Foreign Subsidiary may make loans and advances to, or
            other investments in, any Foreign Subsidiary.".

      (c) Section 6.05 of the Credit Agreement is hereby amended by deleting the
word "and" at the end of paragraph (f) thereof, deleting the "." and inserting
";" at the end of paragraph (g) thereof and inserting the following new
paragraphs (h) and (i) thereafter:

                  "(h) any Foreign Subsidiary may transfer assets or lease to or
            acquire or lease assets from another Foreign Subsidiary or any
            Foreign Subsidiary may be merged into any other Foreign Subsidiary;
            and

                  (i) Capital Expenditures may be made to the extent permitted
            by Section 6.16.".

<PAGE>

                                                                               3

      (d) Section 6.16 of the Credit Agreement is hereby amended by deleting the
table set forth therein and substituting therefor the following:

<TABLE>
<CAPTION>
               Period                        Amount
------------------------------------      -----------
<S>                                       <C>
January 1, 2003 to December 31, 2003      $33,000,000

January 1, 2004 to December 31, 2004      $38,000,000

January 1, 2005 to December 31, 2005      $76,500,000

January 1, 2006 to December 31, 2006      $55,500,000

January 1, 2007 to December 31, 2007      $57,000,000

January 1, 2008 to December 31, 2008      $58,500,000
</TABLE>

      SECTION 3. Agreements. Holdings, the Borrower and the Required Lenders
hereby agree that:

      (a) for all purposes of the Credit Agreement, the Acquisition shall be
deemed to constitute a "Permitted Acquisition", but shall be deemed not to have
utilized any portion of the basket described in clause (b)(iii) of the proviso
to the definition of the term "Permitted Acquisition";

      (b) no portion of any basket provided for in Section 6.01 or 6.04 of the
Credit Agreement shall be deemed utilized by the capitalization of any
Transaction Subsidiary (and any intermediate Wholly Owned Subsidiary holding
company) by Holdings, the Borrower or any of its Subsidiaries, including by way
of intercompany debt, to the extent contemplated by Section 1 hereof;

      (c) in addition to investments, including intercompany loans, contemplated
by Section 1 hereof, the Loan Parties may invest, including by way of
intercompany loans, an additional $10,000,000 in the Transaction Subsidiaries
(and any intermediate Wholly Owned Subsidiary holding companies) and any such
investment or loan shall be deemed not to utilize any portion of any basket
provided for in Section 6.01 or 6.04 of the Credit Agreement;

      (d) the issuance of the Equity Consideration shall be deemed not to
constitute an Equity Issuance for purposes of the Credit Agreement;

      (e) the allocation, sale or other transfer of the assets acquired pursuant
to the Acquisition between or among Holdings, the Borrower and its Subsidiaries
shall be deemed not to constitute an Asset Sale or the acquisition of an asset
for purposes of the Credit Agreement;

      (f) the obligations of Holdings, the Borrower or any of its Subsidiaries
to pay up to $10,000,000 of the revenues attributable to the assets acquired
pursuant to the Acquisition to any Governmental Authority in Canada pursuant to
certain government aid agreements shall be deemed not to constitute Indebtedness
for purposes of the Credit Agreement; and

<PAGE>

                                                                               4

      (g) the obligations of Holdings, the Borrower or any of its Subsidiaries
in respect of accounts payable and other liabilities assumed in connection with
the Acquisition shall be deemed not to constitute Indebtedness for purposes of
Section 6.01 of the Credit Agreement, but only to the extent that the aggregate
amount of such obligations does not exceed $10,000,000.

      SECTION 4. Representations and Warranties. To induce the other parties
hereto to enter into this Amendment, Holdings and the Borrower represent and
warrant to each of the Lenders, the Administrative Agent and the Collateral
Agent, that, after giving effect to this Amendment, (a) the representations and
warranties set forth in Article III of the Credit Agreement are true and correct
in all material respects on and as of the date hereof, except to the extent such
representations and warranties expressly relate to an earlier date, and (b) no
Default or Event of Default has occurred and is continuing.

      SECTION 5. Consent Fees. The Borrower agrees to pay to the Administrative
Agent for the account of each Lender that executes and delivers a copy of this
Amendment to the Administrative Agent (or its counsel) at or prior to 5.00 p.m.,
New York City time, on August 26, 2004, a consent fee (collectively, the
"Consent Fees") in an amount equal to 0.025% of the sum of the aggregate
principal amount of such Lender's outstanding Term Loans and Revolving Credit
Commitment (whether used or unused) as of such date; provided, that the Borrower
shall have no liability for any such Consent Fees if this Amendment does not
become effective in accordance with Section 6 below on or prior to August 26,
2004. To the extent payable, such Consent Fees shall be payable in immediately
available funds on the date on which the Acquisition is consummated.

      SECTION 6. Effectiveness. This Amendment shall become effective as of the
date set forth above on the date the Administrative Agent (or its counsel) shall
have received counterparts of this Amendment that, when taken together, bear the
signatures of the Borrower, Holdings and the Required Lenders.

      SECTION 7. Effect of Amendment. Except as expressly set forth herein, this
Amendment shall not by implication or otherwise limit, impair, constitute a
waiver of, or otherwise affect the rights and remedies of the Lenders, the
Collateral Agent or the Administrative Agent under the Credit Agreement or any
other Loan Document, and shall not alter, modify, amend or in any way affect any
of the terms, conditions, obligations, covenants or agreements contained in the
Credit Agreement or any other Loan Document, all of which are ratified and
affirmed in all respects and shall continue in full force and effect. Nothing
herein shall be deemed to entitle any Loan Party to a consent to, or a waiver,
amendment, modification or other change of, any of the terms, conditions,
obligations, covenants or agreements contained in the Credit Agreement or any
other Loan Document in similar or different circumstances. This Amendment shall
apply and be effective only with respect to the provisions of the Credit
Agreement specifically referred to herein. After the date hereof, any reference
to the Credit Agreement shall mean the Credit Agreement, as modified hereby.
This Amendment shall constitute a "Loan Document" for all purposes of the Credit
Agreement and the other Loan Documents.

<PAGE>

                                                                               5

      SECTION 8. Counterparts. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same contract. Delivery
of an executed counterpart of a signature page of this Amendment by facsimile
transmission shall be as effective as delivery of a manually executed
counterpart hereof.

      SECTION 9. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

      SECTION 10. Headings. The headings of this Amendment are for purposes of
reference only and shall not limit or otherwise affect the meaning hereof.

      SECTION 11. Expenses. The Borrower agrees to reimburse the Administrative
Agent for all out-of-pocket expenses in connection with this Amendment,
including the reasonable fees, charges and disbursements of Cravath, Swaine &
Moore LLP, counsel for the Administrative Agent.

               [Remainder of this page intentionally left blank]

<PAGE>

                                                                               6

            IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by their respective authorized officers as of the day and year
first above written.

                                        AMI SEMICONDUCTOR, INC.,

                                          by : /s/ DAVID A. HENRY
                                               ---------------------------------
                                               Name : DAVID A. HENRY
                                               Title: SVP, CFO

                                        AMIS HOLDINGS INC.,

                                          by : /s/ DAVID A. HENRY
                                               ---------------------------------
                                               Name : DAVID A. HENRY
                                               Title: SVP, CFO

                                        CREDIT SUISSE FIRST BOSTON, acting
                                        through its Cayman Island
                                        Branch individually, and as
                                        Administrative Agent and Collateral
                                        Agent,

                                          by : /s/ ROBERT HETU
                                               ---------------------------------
                                               Name: ROBERT HETU
                                               Title: DIRECTOR

                                          by :/s/ IAN W. NALITT
                                               ---------------------------------
                                               Name: Ian W. Nalitt
                                               Title: ASSOCIATE



<PAGE>

                                              SIGNATURE PAGE TO AMENDMENT NO. 1,
                                                   CONSENT, WAIVER AND AGREEMENT
                                                 DATED AS OF AUGUST 26, 2004, TO
                                              THE AMI SEMICONDUCTOR,INC. AMENDED
                                                   AND RESTATED CREDIT AGREEMENT
                                                  DATED AS OF SEPTEMBER 26, 2003

                                        ARES III CLO Ltd.

                                        By:  ARES CLO Management, LLC
                                        Its: Investment Manager

                                        By: /s/ Seth J. Brufsky
                                            ------------------------------------
                                        Name: Seth J. Brufsky
                                        Title: Vice President

                                        ARES IV CLO LTD.

                                        By: Ares CLO Management IV, L.P.
                                            Investment Manager

                                        By: Ares CLO GP IV, LLC
                                        Its: Managing Member

                                        By: /s/ Seth J. Brufsky
                                            ------------------------------------
                                        Name: Seth J. Brufsky
                                        Title: Vice President

<PAGE>


                                              SIGNATURE PAGE TO AMENDMENT NO. 1,
                                                    ONSENT, WAIVER AND AGREEMENT
                                                 DATED AS OF AUGUST 26, 2004, TO
                                             THE AMI SEMICONDUCTOR, INC. AMENDED
                                                   AND RESTATED CREDIT AGREEMENT
                                                  DATED AS OF SEPTEMBER 26, 2003

                                        Ares VII CLO Ltd.

                                        By: Ares CLO Management VII, L.P.,
                                            Investment Manager

                                        By: Ares CLO GP VII, LLC,
                                        Its: General Partner

                                        By: /s/ Seth J. Brufsky
                                            ------------------------------------
                                        Name: Seth J. Brufsky
                                        Title: Vice President

                                        Ares VIII CLO Ltd.

                                        By:  Ares CLO Management VIII, L.P.,
                                        Its: Investment Manager

                                        By: Ares CLO GP VIII, LLC,
                                        Its: General Partner

                                        By: /s/ Seth J. Brufksy
                                            ------------------------------------
                                        Name: Seth J. Brufksy
                                        Title: Vice President

<PAGE>

                                              SIGNATURE PAGE TO AMENDMENT NO. 1,
                                                   CONSENT, WAIVER AND AGREEMENT
                                                 DATED AS OF AUGUST 26, 2004, TO
                                             THE AMI SEMICONDUCTOR, INC. AMENDED
                                                   AND RESTATED CREDIT AGREEMENT
                                                  DATED AS OF SEPTEMBER 26, 2003

                                     AVALON CAPITAL LTD.
                    Name of Lender:  By: INVESCO Senior Secured Management, Inc.
                                         As Portfolio Advisor

                                     by  /s/ Thomas H.B. Ewald
                                         ----------------------------------
                                         Name  : THOMAS H.B. EWALD
                                         Title : AUTHORIZED SIGNATORY


<PAGE>

                                              SIGNATURE PAGE TO AMENDMENT NO. 1,
                                                   CONSENT, WAIVER AND AGREEMENT
                                                 DATED AS OF AUGUST 26, 2004, TO
                                             THE AMI SEMICONDUCTOR, INC. AMENDED
                                                   AND RESTATED CREDIT AGREEMENT
                                                  DATED AS OF SEPTEMBER 26, 2003

                                     AVALON CAPITAL LTD. 2
                    Name of Lender:  By: INVESCO Senior Secured Management, Inc.
                                         As Portfolio Advisor

                                       by  /s/ THOMAS H.B. EWALD
                                           -------------------------------------
                                           Name  : THOMAS H.B. EWALD
                                           Title : AUTHORIZED SIGNATORY



<PAGE>

                                              SIGNATURE PAGE TO AMENDMENT NO. 1,
                                                   CONSENT, WAIVER AND AGREEMENT
                                                 DATED AS OF AUGUST 26, 2004, TO
                                             THE AMI SEMICONDUCTOR, INC. AMENDED
                                                   AND RESTATED CREDIT AGREEMENT
                                                  DATED AS OF SEPTEMBER 26, 2003

                                       Sankaty Advisors, LLC as Collateral
                                       Manager for AVERY POINT CLO,
                                       LTD., as Term Lender

                      Name of Lender: __________________________________________

                                       by /s/ JEFFREY HAWKINS
                                          --------------------------------------
                                          Name: JEFFREY HAWKINS
                                          Title: SENIOR VICE PRESIDENT

<PAGE>

                                              SIGNATURE PAGE TO AMENDMENT NO. 1,
                                                   CONSENT, WAIVER AND AGREEMENT
                                                 DATED AS OF AUGUST 26, 2004, TO
                                             THE AMI SEMICONDUCTOR, INC. AMENDED
                                                   AND RESTATED CREDIT AGREEMENT
                                                  DATED AS OF SEPTEMBER 26, 2003

            BALLYROCK CDO I Limited, By: BALLYROCK Investment Advisors LLC, as
            Collateral Manager

                      Name of Lender: __________________________________________


                                      by /s/ Lisa Rymut
                                         ---------------------------------------
                                         Name: LISA RYMUT
                                         Title: ASSISTANT TREASURER

<PAGE>

                                              SIGNATURE PAGE TO AMENDMENT NO. 1,
                                                   CONSENT, WAIVER AND AGREEMENT
                                                 DATED AS OF AUGUST 26, 2004, TO
                                             THE AMI SEMICONDUCTOR, INC. AMENDED
                                                   AND RESTATED CREDIT AGREEMENT
                                                  DATED AS OF SEPTEMBER 26, 2003

            BALLYROCK CLO I Limited, By: BALLYROCK Investment Advisors LLC, as
            Collateral Manager

                      Name of Lender: __________________________________________

                                       by
                                         /s/ Lisa Rymut
                                         ---------------------------------------
                                         Name: Lisa Rymut
                                         Title: Assistant Treasurer

<PAGE>

                                              SIGNATURE PAGE TO AMENDMENT NO. 1,
                                                   CONSENT, WAIVER AND AGREEMENT
                                                 DATED AS OF AUGUST 26, 2004, TO
                                             THE AMI SEMICONDUCTOR, INC. AMENDED
                                                   AND RESTATED CREDIT AGREEMENT
                                                  DATED AS OF SEPTEMBER 26, 2003

                      Name of Lender: The Bank of Nova Scotia

                                      by /s/ Chris Osborn
                                         ---------------------------------------
                                         Name: Chris Osborn
                                         Title: Managing Director

<PAGE>

                                              SIGNATURE PAGE TO AMENDMENT NO. 1,
                                                   CONSENT, WAIVER AND AGREEMENT
                                                 DATED AS OF AUGUST 26, 2004, TO
                                             THE AMI SEMICONDUCTOR, INC. AMENDED
                                                   AND RESTATED CREDIT AGREEMENT
                                                  DATED AS OF SEPTEMBER 26, 2003

                      Name of Lender: Bank of the West

                                      by /s/ Mark L. Horn
                                         ---------------------------------------
                                         Name: Mark L. Horn
                                         Title: Regional Vice President

<PAGE>

                                              SIGNATURE PAGE TO AMENDMENT NO. 1,
                                                   CONSENT, WAIVER AND AGREEMENT
                                                 DATED AS OF AUGUST 26, 2004, TO
                                             THE AMI SEMICONDUCTOR, INC. AMENDED
                                                   AND RESTATED CREDIT AGREEMENT
                                                  DATED AS OF SEPTEMBER 26, 2003

                      Name of Lender:  BIG SKY SENIOR LOAN FUND, LTD.
                                       BY: EATON VANCE MANAGEMENT
                                           AS INVESTMENT ADVISOR

                                      by /s/ Michael B. Botthof
                                         ---------------------------------------
                                         Name: Michael B. Botthof
                                         Title: Vice President

<PAGE>

                        SIGNATURE PAGE TO AMENDMENT NO. 1,
                        CONSENT, WAIVER AND AGREEMENT
                        DATED AS OF AUGUST 26, 2004, TO
                        THE AMI SEMICONDUCTOR, INC. AMENDED
                        AND RESTATED CREDIT AGREEMENT
                        DATED AS OF SEPTEMBER 26, 2003

                        Black Diamond CLO 1998-1, Ltd.

                        By: /s/ Paul Cope
                            ----------------
                        Name: Paul Cope
                        Title: Director

<PAGE>

                                              SIGNATURE PAGE TO AMENDMENT NO. 1,
                                                   CONSENT, WAIVER AND AGREEMENT
                                                  DATED AS OF AUGUST 26, 2004,TO
                                             THE AMI SEMICONDUCTOR, INC. AMENDED
                                                   AND RESTATED CREDIT AGREEMENT
                                                  DATED AS OF SEPTEMBER 26, 2003

                                     CHARTER VIEW PORTFOLIO
                     Name of Lender: By: INVESCO Senior Secured Management, Inc.
                                         As Investment Advisor

                                      by  /s/ Thomas H.B. Ewald
                                          -------------------------------------
                                          Name: Thomas H.B. Ewald
                                          Title: Authorized Signatory

<PAGE>

                                              SIGNATURE PAGE TO AMENDMENT NO. 1,
                                                   CONSENT, WAIVER AND AGREEMENT
                                                 DATED AS OF AUGUST 26, 2004, TO
                                              THE AMI SEMICONDUCTOR,INC. AMENDED
                                                   AND RESTATED CREDIT AGREEMENT
                                                   DATED AS OF SEPTEMBER 26,2003

                                         Name of Lender: CITA DEL HILL 2000 Ltd.

                                                by:  /s/  A.T.D. Clarke
                                                  ------------------------------
                                                   Natne: A.T.D. CLARKE
                                                   Title: AUTHORISED SIGNATORY

<PAGE>

                                              SIGNATURE PAGE TO AMENDMENT NO. 1,
                                                   CONSENT, WAIVER AND AGREEMENT
                                                  DATED AS OF AUGUST 26,2004, TO
                                             THE AMI SEMICONDUCTOR, INC. AMENDED
                                                   AND RESTATED CREDIT AGREEMENT
                                                  DATED AS OF SEPTEMBER 26, 2003

                                        Name of Lender: Clydesdale CLO 2003 Ltd.

                                                by:  /s/  Elizabeth Maclean
                                                   -----------------------------
NOMURA CORPORATE RESEARCH                          NAME:  Elizabeth Maclean
AND ASSET MANAGEMENT INC.                          Title: Director
         AS
  COLLATERAL MANAGER

<PAGE>

                                              SIGNATURE PAGE TO AMENDMENT NO. 1,
                                                   CONSENT, WAIVER AND AGREEMENT
                                                  DATED AS OF AUGUST 26,2004, TO
                                             THE AMI SEMICONDUCTOR, INC. AMENDED
                                                   AND RESTATED CREDIT AGREEMENT
                                                   DATED AS OF SEPTEMBER 26,2003

                             Name of Lender: COSTANTINUS EATON VANCE CDO V, LTD.
                                                BY: EATON VANCE MANAGEMENT
                                                  AS INVESTMENT ADVISOR

                                                by:  /s/  Michael B. Botthof
                                                   -----------------------------
                                                   Name:  Michael B. Botthof
                                                   Title: Vice President

<PAGE>

                                              SIGNATURE PAGE TO AMENDMENT NO. 1,
                                                   CONSENT, WAIVER AND AGREEMENT
                                                  DATED AS OF AUGUST 26,2004, TO
                                             THE AMI SEMICONDUCTOR, INC. AMENDED
                                                   AND RESTATED CREDIT AGREEMENT
                                                   DATED AS OF SEPTEMBER 26,2003

                               Name of Lender: DIVERSIFIED CREDIT PORTFOLIO LTD.
                                                By: INVESCO Senior Secured
                                                    Management, Inc.
                                                    as Investment advisor

                                                by:  /s/  Thomas H.B. Ewald
                                                   -----------------------------
                                                   Name:  Thomas H.B. Ewald
                                                   Title: Authorised Signatory

<PAGE>

                                              SIGNATURE PAGE TO AMENDMENT NO. 1,
                                                   CONSENT, WAIVER AND AGREEMENT
                                                  DATED AS OF AUGUST 26,2004, TO
                                             THE AMI SEMICONDUCTOR, INC. AMENDED
                                                   AND RESTATED CREDIT AGREEMENT
                                                   DATED AS OF SEPTEMBER 26,2003

                                Name of Lender: EATON VANCE CDO III, LTD.
                                                BY: EATON VANCE MANAGEMENT
                                                  AS INVESTMENT ADVISOR

                                                by:  /s/  Michael B. Botthof
                                                   -----------------------------
                                                   Name:  Michael B. Botthof
                                                   Title: Vice President

<PAGE>

                                              SIGNATURE PAGE TO AMENDMENT NO. 1,
                                                   CONSENT, WAIVER AND AGREEMENT
                                                  DATED AS OF AUGUST 26,2004, TO
                                             THE AMI SEMICONDUCTOR, INC. AMENDED
                                                   AND RESTATED CREDIT AGREEMENT
                                                   DATED AS OF SEPTEMBER 26,2003

                                Name of Lender: EATON VANCE CDO VI, LTD.
                                               BY: EATON VANCE MANAGEMENT
                                                  AS INVESTMENT ADVISOR

                                                by:  /s/  Michael B. Botthof
                                                   -----------------------------
                                                   Name:  Michael B. Botthof
                                                   Title: Vice President

<PAGE>

                                              SIGNATURE PAGE TO AMENDMENT NO. 1,
                                                   CONSENT, WAIVER AND AGREEMENT
                                                  DATED AS OF AUGUST 26,2004, TO
                                             THE AMI SEMICONDUCTOR, INC. AMENDED
                                                   AND RESTATED CREDIT AGREEMENT
                                                   DATED AS OF SEPTEMBER 26,2003

                                Name of Lender: EATON VANCE
                                                INSTITUTIONAL SENIOR LOAN FUND
                                                BY: EATON VANCE MANAGEMENT
                                                    AS INVESTMENT ADVISOR

                                                by:  /s/  Michael B. Botthof
                                                   -----------------------------
                                                   Name:  Michael B. Botthof
                                                   Title: Vice President

<PAGE>

                                              SIGNATURE PAGE TO AMENDMENT NO. 1,
                                                   CONSENT, WAIVER AND AGREEMENT
                                                  DATED AS OF AUGUST 26,2004, TO
                                             THE AMI SEMICONDUCTOR, INC. AMENDED
                                                   AND RESTATED CREDIT AGREEMENT
                                                   DATED AS OF SEPTEMBER 26,2003

                                Name of Lender: EATON VANCE
                                                LIMITED DURATION INCOME FUND
                                                BY: EATON VANCE MANAGEMENT
                                                    AS INVESTMENT ADVISOR

                                                by:  /s/  Michael B. Botthof
                                                   -----------------------------
                                                   Name:  Michael B. Botthof
                                                   Title: Vice President

<PAGE>

                                              SIGNATURE PAGE TO AMENDMENT NO. 1,
                                                   CONSENT, WAIVER AND AGREEMENT
                                                  DATED AS OF AUGUST 26,2004, TO
                                             THE AMI SEMICONDUCTOR, INC. AMENDED
                                                   AND RESTATED CREDIT AGREEMENT
                                                   DATED AS OF SEPTEMBER 26,2003

                                Name of Lender: EATON VANCE SENIOR INCOME TRUST
                                                BY: EATON VANCE MANAGEMENT
                                                    AS INVESTMENT ADVISOR

                                                by:  /s/  Michael B. Botthof
                                                   -----------------------------
                                                   Name:  Michael B. Botthof
                                                   Title: Vice President

<PAGE>

                                              SIGNATURE PAGE TO AMENDMENT NO. 1,
                                                   CONSENT, WAIVER AND AGREEMENT
                                                  DATED AS OF AUGUST 26,2004, TO
                                             THE AMI SEMICONDUCTOR, INC. AMENDED
                                                   AND RESTATED CREDIT AGREEMENT
                                                  DATED AS OF SEPTEMBER 26, 2003

                             Name of Lender: Fidelity Advisor Series II Fidelity
                                             Advisor Floating Rate High Income
                                             Fund

                                                by:  /s/  Mark Osterheld
                                                   -----------------------------
                                                   Name:  Mark Osterheld
                                                   Title: Assistant Treasurer

<PAGE>

                                              SIGNATURE PAGE TO AMENDMENT NO. 1,
                                                   CONSENT, WAIVER AND AGREEMENT
                                                  DATED AS OF AUGUST 26,2004, TO
                                             THE AMI SEMICONDUCTOR, INC. AMENDED
                                                   AND RESTATED CREDIT AGREEMENT
                                                   DATED AS OF SEPTEMBER 26,2003

                                Name of Lender: [ILLEGIBLE]

                                                by:[ILLEGIBLE]
                                                   -----------------------------
                                                   Name:
                                                   Title:

<PAGE>

                                              SIGNATURE PAGE TO AMENDMENT NO. 1,
                                                   CONSENT, WAIVER AND AGREEMENT
                                                 DATED AS OF AUGUST 26, 2004, TO
                                             THE AMI SEMICONDUCTOR, INC. AMENDED
                                                   AND RESTATED CREDIT AGREEMENT
                                                  DATED AS OF SEPTEMBER 26, 2003

                                Name of Lender: Fleet National Bank

                                                by:  /s/  Kevin Mc Mahan
                                                   -----------------------------
                                                   Name:  Kevin Mc Mahan
                                                   Title: Managing Director

<PAGE>

                                              SIGNATURE PAGE TO AMENDMENT NO. 1,
                                                   CONSENT, WAIVER AND AGREEMENT
                                                 DATED AS OF AUGUST 26, 2004, TO
                                             THE AMI SEMICONDUCTOR, INC. AMENDED
                                                   AND RESTATED CREDIT AGREEMENT
                                                  DATED AS OF SEPTEMBER 26, 2003

                                Name of Lender: FRANKLIN CLO IV, LIMITED

                                                by:  /s/  Tyler Chan
                                                   -----------------------------
                                                   Name:  TYLER CHAN
                                                   Title: VICE PRESIDENT

FRNKLIN TEMPLETON
LIMITED DURATION INCOME
TRUST

FRANKLIN TOTAL RETURN FUND

<PAGE>

                                              SIGNATURE PAGE TO AMENDMENT NO. 1,
                                                   CONSENT, WAIVER AND AGREEMENT
                                                 DATED AS OF AUGUST 26, 2004, TO
                                             THE AMI SEMICONDUCTOR, INC. AMENDED
                                                   AND RESTATED CREDIT AGREEMENT
                                                  DATED AS OF SEPTEMBER 26, 2003

                                Name of Lender: Galaxy CLD 2003-1, Ltd.
                                                By: AIG Global Investment Corp.,
                                                Its Investment Advisor

                                                by:  /s/  John G. Lapham, III
                                                   -----------------------------
                                                   Name:  John G. Lapham, III
                                                   Title: Managing Director

<PAGE>

                                              SIGNATURE PAGE TO AMENDMENT NO. 1,
                                                   CONSENT, WAIVER AND AGREEMENT
                                                 DATED AS OF AUGUST 26, 2004, TO
                                             THE AMI SEMICONDUCTOR, INC. AMENDED
                                                   AND RESTATED CREDIT AGREEMENT
                                                  DATED AS OF SEPTEMBER 26, 2003

                                Name of Lender: GENERAL ELECTRIC CAPITAL
                                                CORPORATION

                                                by:  /s/  Robert M. Kadlick
                                                   -----------------------------
                                                   Name:  ROBERT KADLICK
                                                   Title: DULY AUTHORIZED
                                                          SIGNATORY

<PAGE>

                                              SIGNATURE PAGE TO AMENDMENT NO. 1,
                                                   CONSENT, WAIVER AND AGREEMENT
                                                  DATED AS OF AUGUST 26,2004, TO
                                             THE AMI SEMICONDUCTOR, INC. AMENDED
                                                   AND RESTATED CREDIT AGREEMENT
                                                  DATED AS OF SEPTEMBER 26, 2003

                                 Name of Lender: GRAYSON & CO
                                                BY: BOSTON MANAGEMENT AND
                                                    RESEARCH AS INVESTMENT
                                                    ADVISOR

                                                by:  /s/  Michael B. Botthof
                                                   -----------------------------
                                                   Name:  Michael B. Botthof
                                                   Title: Vice President

<PAGE>

                                              SIGNATURE PAGE TO AMENDMENT NO. 1,
                                                   CONSENT, WAIVER AND AGREEMENT
                                                 DATED AS OF AUGUST 26, 2004, TO
                                             THE AMI SEMICONDUCTOR, INC. AMENDED
                                                   AND RESTATED CREDIT AGREEMENT
                                                  DATED AS OF SEPTEMBER 26, 2003

                                Name of Lender: Harbour Town Funding LLC

                                                by:  /s/  Diana M. Himes
                                                   -----------------------------
                                                   Name:  DIANA M. HIMES
                                                   Title: ASSISTANT VICE
                                                          PRESIDENT

<PAGE>

                                              SIGNATURE PAGE TO AMENDMENT NO. 1,
                                                   CONSENT, WAIVER AND AGREEMENT
                                                 DATED AS OF AUGUST 26, 2004, TO
                                             THE AMI SEMICONDUCTOR, INC. AMENDED
                                                   AND RESTATED CREDIT AGREEMENT
                                                  DATED AS OF SEPTEMBER 26, 2003

                                Name of Lender: I.B.M. Credit L.L.C.

                                                by:  /s/  Steven A. Flanagan
                                                   -----------------------------
                                                   Name:  Steven A. Flanagan
                                                   Title: Manager, Global
                                                          Special Handling

<PAGE>

                                              SIGNATURE PAGE TO AMENDMENT NO. 1,
                                                   CONSENT, WAIVER AND AGREEMENT
                                                 DATED AS OF AUGUST 26, 2004, TO
                                             THE AMI SEMICONDUCTOR, INC. AMENDED
                                                   AND RESTATED CREDIT AGREEMENT
                                                  DATED AS OF SEPTEMBER 26, 2003

                                Name of Lender: INVESCO EUROPEAN CDO I.S.A.
                                             By: INVESCO Senior Secured
                                                 Management, Inc. As Collateral
                                                 Manager

                                            by:  /s/  Thomas H.B. Ewald
                                                 -----------------------------
                                                 Name:  THOMAS H.B. EWALD
                                                 Title: Authorized Signatory

<PAGE>

                                              SIGNATURE PAGE TO AMENDMENT NO. 1,
                                                   CONSENT, WAIVER AND AGREEMENT
                                                 DATED AS OF AUGUST 26, 2004, TO
                                             THE AMI SEMICONDUCTOR, INC. AMENDED
                                                   AND RESTATED CREDIT AGREEMENT
                                                  DATED AS OF SEPTEMBER 26, 2003

                                                KZH Soleil-2LLC

                                                by:  /s/  Joyce Fraser-Bryant
                                                   -----------------------------
                                                   Name:  JOYCE FRASER-BRYANT
                                                   Title: AUTHORIZED AGENT

<PAGE>

                                              SIGNATURE PAGE TO AMENDMENT NO. 1,
                                                   CONSENT, WAIVER AND AGREEMENT
                                                 DATED AS OF AUGUST 26, 2004, TO
                                             THE AMI SEMICONDUCTOR, INC. AMENDED
                                                   AND RESTATED CREDIT AGREEMENT
                                                  DATED AS OF SEPTEMBER 26, 2003

                                Name of Lender: Long Lane Master Trust IV

                                                by:  /s/  Diana M. Himes
                                                   -----------------------------
                                                   Name:  DIANA M. HIMES
                                                   Title: AUTHORIZED AGENT

<PAGE>

                                              SIGNATURE PAGE TO AMENDMENT NO. 1,
                                                   CONSENT, WAIVER AND AGREEMENT
                                                   TED AS OF AUGUST 26, 2004, TO
                                             THE AMI SEMICONDUCTOR, INC. AMENDED
                                                   AND RESTATED CREDIT AGREEMENT
                                                   DATED AS OF SEPTEMBER 26,2003

                                Name of Lender: MAGNETITE V CLO, LIMITED

                                                by:  /s/  Tom Coswell
                                                   -----------------------------
                                                   Name:  Tom Coswell
                                                   Title: Auth. Signatory

<PAGE>

                                              SIGNATURE PAGE TO AMENDMENT NO. 1,
                                                   CONSENT, WAIVER AND AGREEMENT
                                                 DATED AS OF AUGUST 26, 2004, TO
                                             THE AMI SEMICONDUCTOR, INC. AMENDED
                                                   AND RESTATED CREDIT AGREEMENT
                                                  DATED AS OF SEPTEMBER 26, 2003

                                Name of Lender: Mizuko Corporate Bank Ltd.

                                                by:  /s/  Kentaro Akashi
                                                   -----------------------------
                                                   Name:  KENTARO AKASHI
                                                   Title: Deputy General Manager

<PAGE>

                                              SIGNATURE PAGE TO AMENDMENT NO. 1,
                                                   CONSENT, WAIVER AND AGREEMENT
                                                 DATED AS OF AUGUST 26, 2004, TO
                                             THE AMI SEMICONDUCTOR, INC. AMENDED
                                                   AND RESTATED CREDIT AGREEMENT
                                                  DATED AS OF SEPTEMBER 26, 2003

                            Name of Lender: OCTAGON INVESTMENT PARTNERS VI, LTD.
                                            By: Octagon Credit Investors, LLC
                                                As Collateral Manager

                                                by:  /s/  Michael B. Nechamkin
                                                   -----------------------------
                                                   Name:  Michael B. Nechamkin
                                                   Title: Portfolio Manager

<PAGE>

                                              SIGNATURE PAGE TO AMENDMENT NO. 1,
                                                   CONSENT, WAIVER AND AGREEMENT
                                                 DATED AS OF AUGUST 26, 2004, TO
                                             THE AMI SEMICONDUCTOR, INC.AMENDED
                                                   AND RESTATED CREDIT AGREEMENT
                                                  DATED AS OF SEPTEMBER 26,2003

                                Name of Lender: Sankaty Advisors, LLC as
                                                Collateral Manager for Race
                                                Point CLO, Limited,
                                                as Term Lender

                                                by:  /s/  JEFFREY HAWKINS
                                                   -----------------------------
                                                   Name:  JEFFREY HAWKINS
                                                   Title: SENIOR VICE PRESIDENT

<PAGE>

                                              SIGNATURE PAGE TO AMENDMENT NO. 1,
                                                   CONSENT, WAIVER AND AGREEMENT
                                                 DATED AS OF AUGUST 26, 2004, TO
                                             THE AMI SEMICONDUCTOR, INC. AMENDED
                                                   AND RESTATED CREDIT AGREEMENT
                                                  DATED AS OF SEPTEMBER 26, 2003

                                Name of Lender: Sankaty Advisors, LLC as
                                                Collateral Manager for Race
                                                Point II CLO, Limited,
                                                as Term Lender

                                                by:  /s/  JEFFREY HAWKINS
                                                   -----------------------------
                                                   Name:  JEFFREY HAWKINS
                                                   Title: SENIOR VICE PRESIDENT

<PAGE>

                                              SIGNATURE PAGE TO AMENDMENT NO. 1,
                                                   CONSENT, WAIVER AND AGREEMENT
                                                 DATED AS OF AUGUST 26, 2004, TO
                                             THE AMI SEMICONDUCTOR, INC. AMENDED
                                                   AND RESTATED CREDIT AGREEMENT
                                                  DATED AS OF SEPTEMBER 26, 2003

                                Name of Lender: SAGAMORE CLO LTD.
                                                By: INVESCO Senior Secured
                                                Management, Inc.
                                                As Collateral Manager

                                                by:  /s/  Thomas H.B. Ewald
                                                   -----------------------------
                                                   Name:  Thomas H.B. Ewald
                                                   Title: Authorized Signatory

<PAGE>

                                              SIGNATURE PAGE TO AMENDMENT NO. 1,
                                                   CONSENT, WAIVER AND AGREEMENT
                                                 DATED AS OF AUGUST 26, 2004, TO
                                             THE AMI SEMICONDUCTOR, INC. AMENDED
                                                   AND RESTATED CREDIT AGREEMENT
                                                  DATED AS OF SEPTEMBER 26, 2003

                                Name of Lender: SARATOGA CLO I, LIMITED
                                                By: INVESCO Senior Secured
                                                Management, Inc.
                                                As Asset Manager

                                                by:  /s/  Thomas H.B. Ewald
                                                   -----------------------------
                                                   Name:  Thomas H.B. Ewald
                                                   Title: Authorized Signatory

<PAGE>

                                              SIGNATURE PAGE TO AMENDMENT NO. 1,
                                                   CONSENT, WAIVER AND AGREEMENT
                                                 DATED AS OF AUGUST 26, 2004, TO
                                             THE AMI SEMICONDUCTOR, INC. AMENDED
                                                   AND RESTATED CREDIT AGREEMENT
                                                  DATED AS OF SEPTEMBER 26, 2003

                              Name of Lender: SENIOR DEBT PORTFOLIO
                                              By: Boston Management and Research
                                                  as Investment Advisor

                                               by: /s/ Michael B. Botthof
                                                   -----------------------------
                                                   Name:  Michael B. Botthof
                                                   Title: Vice President
<PAGE>

                                              SIGNATURE PAGE TO AMENDMENT NO. 1,
                                                   CONSENT, WAIVER AND AGREEMENT
                                                 DATED AS OF AUGUST 26, 2004, TO
                                             THE AMI SEMICONDUCTOR, INC. AMENDED
                                                   AND RESTATED CREDIT AGREEMENT
                                                  DATED AS OF SEPTEMBER 26, 2003

                                Name of Lender: SEQUILS-Glace Bay, Ltd.
                                                By Royal Bank of Canada as
                                                Collateral Manager

                                                BY:  /s/  Melissa Marano
                                                   -----------------------------
                                                Name:  Melissa Marano
                                                Title: Authorized Signatory

<PAGE>

                                              SIGNATURE PAGE TO AMENDMENT NO. 1,
                                                   CONSENT, WAIVER AND AGREEMENT
                                                 DATED AS OF AUGUST 26, 2004, TO
                                             THE AMI SEMICONDUCTOR, INC. AMENDED
                                                   AND RESTATED CREDIT AGREEMENT
                                                  DATED AS OF SEPTEMBER 26, 2003

                                Name of Lender: SEQUILS-LIBERTY, LTD.
                                                By: INVESCO Senior Secured
                                                Management, Inc.
                                                As Collateral Manager

                                                by:  /s/  Thomas H.B. Ewald
                                                   -----------------------------
                                                   Name:  Thomas H.B. Ewald
                                                   Title: Authorized Signatory

<PAGE>

                                              SIGNATURE PAGE TO AMENDMENT NO. 1,
                                                   CONSENT, WAIVER AND AGREEMENT
                                                 DATED AS OF AUGUST 26, 2004, TO
                                             THE AMI SEMICONDUCTOR, INC. AMENDED
                                                   AND RESTATED CREDIT AGREEMENT
                                                  DATED AS OF SEPTEMBER 26, 2003

                                Name of Lender: Stanfield CLO Ltd.
                                              By: Stanfield Capital Partners LLC
                                               as its Collateral Manager

                                              by  /s/  Christopher E. Jansen
                                                 -----------------------------
                                                 Name:  Christopher E. Jansen
                                                 Title: Managing Partner

<PAGE>

                                              SIGNATURE PAGE TO AMENDMENT NO. 1,
                                                   CONSENT, WAIVER AND AGREEMENT
                                                 DATED AS OF AUGUST 26, 2004, TO
                                             THE AMI SEMICONDUCTOR, INC. AMENDED
                                                   AND RESTATED CREDIT AGREEMENT
                                                  DATED AS OF SEPTEMBER 26, 2003

                            Name of Lender: Stanfield/RMF Transatlantic CDO Ltd.
                                              By: Stanfield Capital Partners LLC
                                                  as its Collateral Manager

                                              by  /s/  Christopher E. Jansen
                                                 -----------------------------
                                                 Name:  Christopher E. Jansen
                                                 Title: Managing Partner

<PAGE>

                                              SIGNATURE PAGE TO AMENDMENT NO. 1,
                                                   CONSENT, WAIVER AND AGREEMENT
                                                 DATED AS OF AUGUST 26, 2004, TO
                                             THE AMI SEMICONDUCTOR, INC. AMENDED
                                                   AND RESTATED CREDIT AGREEMENT
                                                  DATED AS OF SEPTEMBER 26, 2003

                                Name of Lender: TOLLI & CO.
                                                BY: EATON VANCE MANAGEMENT
                                                     AS INVESTMENT ADVISOR

                                                by  /s/  Michael B. Botthof
                                                   -----------------------------
                                                   Name:  Michael B. Botthof
                                                   Title: Vice President

<PAGE>

                                              SIGNATURE PAGE TO AMENDMENT NO. 1,
                                                   CONSENT, WAIVER AND AGREEMENT
                                                 DATED AS OF AUGUST 26, 2004, TO
                                             THE AMI SEMICONDUCTOR, INC. AMENDED
                                                   AND RESTATED CREDIT AGREEMENT
                                                  DATED AS OF SEPTEMBER 26, 2003

                                Name of Lender: TBS 1 LLC

                                                by  /s/  Edward Schaffer
                                                   -----------------------------
                                                   Name:  Edward Schaffer
                                                   Title:  Vice President

<PAGE>

                                              SIGNATURE PAGE TO AMENDMENT NO. 1,
                                                   CONSENT, WAIVER AND AGREEMENT
                                                 DATED AS OF AUGUST 26, 2004, TO
                                             THE AMI SEMICONDUCTOR, INC. AMENDED
                                                   AND RESTATED CREDIT AGREEMENT
                                                  DATED AS OF SEPTEMBER 26, 2003

                                Name of Lender: U.S. Bank National Association

                                                by  /s/  James W. Henken
                                                   -----------------------------
                                                   Name:  James W. Henken
                                                   Title: Vice President

<PAGE>

                                              SIGNATURE PAGE TO AMENDMENT NO. 1,
                                                   CONSENT, WAIVER AND AGREEMENT
                                                 DATED AS OF AUGUST 26, 2004, TO
                                             THE AMI SEMICONDUCTOR, INC. AMENDED
                                                   AND RESTATED CREDIT AGREEMENT
                                                  DATED AS OF SEPTEMBER 26, 2003

                                Name of Lender: VAN KAMPEN CLO I, LIMITED
                                         By: Van Kampen Investment Advisory Corp
                                         As Collateral Manager

                                         by  /s/  Sean B. Kelley
                                            -----------------------------
                                            Name:  Sean B. Kelley
                                            Title: Vice President
                                                   Asst Portfolio Mgr.

<PAGE>

                                              SIGNATURE PAGE TO AMENDMENT NO. 1,
                                                   CONSENT, WAIVER AND AGREEMENT
                                                 DATED AS OF AUGUST 26, 2004, TO
                                             THE AMI SEMICONDUCTOR, INC. AMENDED
                                                   AND RESTATED CREDIT AGREEMENT
                                                  DATED AS OF SEPTEMBER 26, 2003

                        Name of Lender: VAN KAMPEN
                                        SENIOR INCOME TRUST
                                        BY: Van Kampen Investment Advisory Corp.

                               by  /s/  BRAD LANGS
                                  -----------------------------
                                  Name:  BRAD LANGS
                                  Title: EXECUTIVE DIRECTOR

<PAGE>

                                              SIGNATURE PAGE TO AMENDMENT NO. 1,
                                                   CONSENT, WAIVER AND AGREEMENT
                                                 DATED AS OF AUGUST 26, 2004, TO
                                             THE AMI SEMICONDUCTOR, INC. AMENDED
                                                   AND RESTATED CREDIT AGREEMENT
                                                  DATED AS OF SEPTEMBER 26, 2003

                                Name of Lender: Wells Fargo Bank, N. A.

                                      by  /s/  Linda K. Armstrong
                                         ---------------------------------------
                                         Name:  Linda K. Armstrong
                                         Title: Vice President and
                                                Commercial Relationship Manager

<PAGE>

                                              SIGNATURE PAGE TO AMENDMENT NO. 1,
                                                   CONSENT, WAIVER AND AGREEMENT
                                                 DATED AS OF AUGUST 26, 2004, TO
                                             THE AMI SEMICONDUCTOR, INC. AMENDED
                                                   AND RESTATED CREDIT AGREEMENT
                                                  DATED AS OF SEPTEMBER 26, 2003

                                Name of Lender: Zions First National Bank

                                                by  /s/  Michael J. Poll
                                                   -----------------------------
                                                   Name:  Michael J. Poll
                                                   Title: Director of
                                                          Regional Credit