Amendment No. 2, Consent and Waiver under Credit Agreement, dated April 16, 2006



 Exhibit 10.17 
 AMENDMENT NO. 2, CONSENT AND WAIVER 
 UNDER 
 CREDIT AGREEMENT 

 AMENDMENT NO. 2, CONSENT AND WAIVER (this
“Amendment No. 2, Consent and Waiver”), dated as of April 16, 2006, to and under the Credit Agreement (the “Credit Agreement”) dated as of December 1, 2005, among AVAGO TECHNOLOGIES FINANCE PTE. LTD., a
company incorporated under the Singapore Companies Act (the “Company” or the “Singaporean Borrower”), a wholly-owned Subsidiary of AVAGO TECHNOLOGIES HOLDING PTE. LTD., a company incorporated under the Singapore
Companies Act (“Holdings”), a wholly-owned Subsidiary of AVAGO TECHNOLOGIES LIMITED, a company incorporated under the Singapore Companies Act (“Parent”), AVAGO TECHNOLOGIES FINANCE S.À.R.L., a Grand
Duchy of Luxembourg limited liability company (the “Lux Borrower”), AVAGO TECHNOLOGIES (MALAYSIA) SDN. BHD. (f/k/a Jumbo Portfolio Sdn. Bhd.) (Company No. 704181-P), a company incorporated in Malaysia under the Companies
Act 1965 (the “Malaysian Borrower”), AVAGO TECHNOLOGIES WIRELESS (U.S.A.) MANUFACTURING INC., a Delaware corporation (“U.S. Wireless”), and AVAGO TECHNOLOGIES U.S. INC., a Delaware corporation (“U.S.
Opco” and together with U.S. Wireless, collectively, the “U.S. Borrowers” and each a “U.S. Borrower”, and together with the Singaporean Borrower, the Lux Borrower and the Malaysian Borrower, collectively,
the “Borrowers”), the lending institutions listed on the signature pages thereto as a “Lender” or that from time to time become parties thereto by execution of an Assignment and Acceptance (each a “Lender”
and, collectively, the “Lenders”), CITICORP INTERNATIONAL LIMITED (HONG KONG), as Asian Administrative Agent, CITICORP NORTH AMERICA, INC., as Tranche B Term Loan Administrative Agent and as Collateral Agent, CITIGROUP GLOBAL
MARKETS INC., as Joint Lead Arranger and Joint Lead Bookrunner, LEHMAN BROTHERS INC., as Joint Lead Arranger, Joint Lead Bookrunner and Syndication Agent, CREDIT SUISSE, as Documentation Agent, OVERSEA-CHINESE BANKING CORPORATION LIMITED, as
Singaporean Managing Agent, and THE ROYAL BANK OF SCOTLAND, as Senior Managing Agent, as amended. Capitalized terms used herein but not defined herein are used as defined in the Credit Agreement. 
 W I T N E S S E T H:

 WHEREAS, the Company failed to deliver the Section 9.1 Financials for the quarterly accounting period ended
January 31, 2006 (the “First Quarter Section 9.1 Financials”) in accordance with Section 9.1(b) and Section 9.1(d) of the Credit Agreement (the “Section 9.1 Financials Default”); and

 WHEREAS, the Borrowers requested that the Administrative Agent and the Lenders agree to defer the delivery date of the First
Quarter Financials to any date prior to May 1, 2006, and waive the Section 9.1 Financial Default as herein set forth; and 
 WHEREAS, the Lenders signatory to a consent in the form set forth hereto as Exhibit A (an “Acknowledgment and Consent”) and the Administrative Agents have agreed, subject to the conditions herein provided, to
waive the Section 9.1 Financial Default; and 
  







 WHEREAS, the Lenders signatory to an Acknowledgment and Consent, the Borrowers and the
Administrative Agents have agreed to amend the Credit Agreement on the terms and subject to the conditions herein provided. 
 NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and obligations herein set forth and other good and valuable consideration, the adequacy and receipt of which is hereby acknowledged, and
in reliance upon the representations, warranties and covenants herein contained, the parties hereto, intending to be legally bound, hereby agree as follows: 
 Section 1. Waiver and Consent. As of the Effective Date (as defined below), each of the Administrative Agents and each Lender signatory to an Acknowledgment and Consent hereby (a) agrees to defer the
delivery date of the First Quarter Section 9.1 Financials to any date prior to May 1, 2006 and (b) waive the Section 9.1 Financial Default, provided that if the Company fails to deliver the First Quarter Section 9.1
Financials on or prior to May 1, 2006, the waiver set forth in this clause (b) shall automatically and without any further action be voided and of no further force and effect. 
 Section 2. Amendment No. 2 to the Credit Agreement. As of the Effective Date (as defined below), the Credit Agreement is hereby amended
by deleting Section 5.5 in its entirety and inserting in lieu thereof the following: 
 “5.5 Computations of Interest and
Fees. (a) Interest on LIBOR Loans, SOR Loans, RM Loans and, except as provided in the next succeeding sentence, ABR Loans shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest on ABR Loans in respect of
which the rate of interest is calculated on the basis of the U.S. Prime Rate shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed. 
 (b) Fees and Letters of Credit Outstanding shall be calculated on the basis of a 360- day year for the actual days elapsed. 
 Section 3. Conditions Precedent to Amendments. This Amendment No. 2, Consent And Waiver shall become effective as of the date (the
“Effective Date”) on which each of the following conditions precedent set shall have been satisfied or duly waived: 
 (a) Certain Documents. The Administrative Agents shall have received each of the following: 
 (i) this
Amendment No. 2, Consent And Waiver, duly executed by each of the Credit Parties and each of the Administrative Agents; and 
 (ii) Acknowledgment and Consent, duly executed by each of the Requisite Lenders. 
 (b) Representations and
Warranties. Each of the representations and warranties contained in Section 4 below shall be true and correct in all material respects. 
 (c) No Default or Event of Default. After giving effect to this Amendment No. 2, Consent And Waiver, no Default or Event of Default, shall have occurred and be continuing. 
  

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 Section 4. Representations and Warranties. Each Credit Party hereby jointly and severally
represents and warrants to the Administrative Agents and each Lender, with respect to all Credit Parties, as follows: 
 (a) After giving
effect to this Amendment No. 2, Consent And Waiver, each of the representations and warranties in the Credit Agreement and in the other Credit Documents are true and correct in all material respects on and as of the date hereof as though made
on and as of such date, except to the extent that any such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted by the Credit Agreement. 
 (b) The execution, delivery and performance by each Credit Party of this Amendment No. 2, Consent And Waiver have been duly authorized by all
requisite corporate, limited liability company or limited partnership action on the part of such Credit Party and will not violate any of the articles of incorporation or bylaws (or other constituent documents) of such Credit Party. 
 (c) This Amendment No. 2, Consent And Waiver has been duly executed and delivered by each Credit Party, and each of this Amendment No. 2,
Consent And Waiver and the Credit Agreement as amended hereby constitutes the legal, valid and binding obligation of such Credit Party, enforceable against such Credit Party in accordance with their terms, except as the same may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally and by general principles of equity. 
 (d) After giving effect to this Amendment No. 2, Consent And Waiver, no Default or Event of Default has occurred and is continuing as of the date hereof. 
 Section 5. Costs and Expenses. As provided in Section 13.5 of the Credit Agreement, the Company agrees to reimburse the Agents for all
reasonable fees, costs and expenses, including the reasonable fees, costs and expenses of counsel or other advisors for advice, assistance or other representation in connection with this Amendment No. 2, Consent And Waiver. 
 Section 6. Reference to and Effect on the Credit Documents. 
 (a) As of the Effective Date, each reference in the Credit Agreement and the other Credit Documents to “this Agreement,” “hereunder,” “hereof,”
“herein,” or words of like import, and each reference in the other Credit Documents to the Credit Agreement (including, without limitation, by means of words like “thereunder,” “thereof” and words
of like import), shall mean and be a reference to the Credit Agreement as amended hereby, and this Amendment No. 2, Consent And Waiver and the Credit Agreement shall be read together and construed as a single instrument. Each of the table of
contents and lists of Exhibits and Schedules of the Credit Agreement shall be amended to reflect the changes made in this Amendment No. 2, Consent And Waiver. 
 (b) Except as expressly amended hereby, all of the terms and provisions of the Credit Agreement and all other Credit Documents are and shall remain in full force and effect and are hereby ratified and confirmed.

 (c) The execution, delivery and effectiveness of this Amendment No. 2, Consent And Waiver shall not, except as expressly provided
herein, operate as a waiver of any right, 

  

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power or remedy of any Agent, any Lender or the Letter of Credit Issuer under the Credit Agreement or any Credit Document, or constitute a waiver or
amendment of any other provision of the Credit Agreement or any Credit Document except as and to the extent expressly set forth herein. 
 (d) Each Credit Party hereby confirms that the guaranties, security interests and liens granted pursuant to the Credit Documents continue to guarantee and secure the Obligations as set forth in the Credit Documents and that such
guaranties, security interests and liens remain in full force and effect. 
 Section 7. Counterparts. This Amendment No. 2,
Consent And Waiver may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the
same agreement. Receipt by the Administrative Agents of a facsimile copy of an executed signature page hereof shall constitute receipt by the Administrative Agents of an executed counterpart of this Amendment No. 2, Consent And Waiver.

 Section 8. Governing Law. This Amendment No. 2, Consent And Waiver and the rights and obligations of the parties hereto
shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. 
 Section 9. Headings.
Section headings contained in this Amendment No. 2, Consent And Waiver are included herein for convenience of reference only and shall not constitute a part of this Amendment No. 2, Consent And Waiver for any other purposes. 
 Section 10. Waiver of Jury Trial. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING WITH RESPECT TO THIS
AMENDMENT NO. 2, CONSENT AND WAIVER OR ANY OTHER CREDIT DOCUMENT. 
 [SIGNATURE PAGES FOLLOW]

  

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 IN WITNESS WHEREOF, the parties hereto have caused
this Amendment No. 2, Consent And Waiver to be executed by their respective officers and members thereunto duly authorized, on the date indicated below. 
  

					
	 AVAGO TECHNOLOGIES FINANCE PTE.
 LTD.

		
	By:	 	 /s/ Dick Chang

		 	Name:	 	Dick Chang
		 	Title:	 	Director
	
	 AVAGO TECHNOLOGIES HOLDING
 PTE.
LTD.

		
	By:	 	 /s/ Dick Chang

		 	Name:	 	Dick Chang
		 	Title:	 	Director
	
	 AVAGO TECHNOLOGIES FINANCE
 S.À.R.L.


		
	By:	 	 /s/ Rex Jackson

		 	Name:	 	Rex Jackson
		 	Title:	 	Director
	
	 AVAGO TECHNOLOGIES WIRELESS
 (U.S.A.)
MANUFACTURING INC.

		
	By:	 	 /s/ Rex Jackson

		 	Name:	 	Rex Jackson
		 	Title:	 	Director
	
	AVAGO TECHNOLOGIES U.S. INC.
		
	By:	 	 /s/ Rex Jackson

		 	Name:	 	Rex Jackson
		 	Title:	 	Director
		
		 	 AVAGO TECHNOLOGIES (MALAYSIA) SDN. BHD. (f/k/a
 Jumbo Portfolio Sdn. Bhd.)

		
		 	 /s/ Rex Jackson

		 	Name:	 	Rex Jackson
		 	Title:	 	Director


 [SIGNATURE PAGE TO AVAGO
AMENDMENT NO. 2, CONSENT AND WAIVER] 








					
	 CITICORP NORTH AMERICA, INC.,
 as Tranche B
Term Loan Administrative
 Agent, Collateral Agent, and Lender

		
	By:	 	 /s/ C.P. Mahon

		 	Name:	 	C.P. Mahon
		 	Title:	 	Vice President
	
	 CITICORP INTERNATIONAL LIMITED
 (HONG KONG),

 as Asian Administrative Agent

		
	By:	 	  

		 	Name:	 	
		 	Title:	 	
	
	 CITIBANK N.A., SINGAPORE BRANCH,
 as Lender
and Letter of Credit Issuer

		
	By:	 	 /s/ David J. Wirdnam

		 	Name:	 	David J. Wirdnam
		 	Title:	 	Vice President
	
	 CITIBANK BERHAD,
 as
Lender

		
	By:	 	  

		 	Name:	 	
		 	Title:	 	


 [SIGNATURE PAGE TO AVAGO
AMENDMENT NO. 2, CONSENT AND WAIVER] 








					
	 CITICORP NORTH AMERICA, INC.,
 as Tranche B
Term Loan Administrative
 Agent, Collateral Agent, and Lender

		
	By:	 	  

		 	Name:	 	
		 	Title:	 	
	
	 CITICORP INTERNATIONAL LIMITED
 (HONG KONG),

 as Asian Administrative Agent

		
	By:	 	 /s/ Justin Crane

		 	Name:	 	Justin Crane
		 	Title:	 	Vice President
	
	 CITIBANK N.A., SINGAPORE BRANCH,
 as Lender
and Letter of Credit Issuer

		
	By:	 	  

		 	Name:	 	
		 	Title:	 	
	
	 CITIBANK BERHAD,
 as
Lender

		
	By:	 	  

		 	Name:	 	
		 	Title:	 	


 [SIGNATURE PAGE TO AVAGO
AMENDMENT NO. 2, CONSENT AND WAIVER] 








					
	 CITICORP NORTH AMERICA, INC.,
 as Tranche B
Term Loan Administrative
 Agent, Collateral Agent, and Lender

		
	By:	 	  

		 	Name:	 	
		 	Title:	 	
	
	 CITICORP INTERNATIONAL LIMITED
 (HONG KONG),

 as Asian Administrative Agent

		
	By:	 	  

		 	Name:	 	
		 	Title:	 	
	
	 CITIBANK N.A., SINGAPORE BRANCH,
 as Lender
and Letter of Credit Issuer

		
	By:	 	  

		 	Name:	 	
		 	Title:	 	
	
	 CITIBANK BERHAD,
 as
Lender

		
	By:	 	 /s/ Jacob Chia

		 	Name:	 	Jacob Chia
		 	Title:	 	 Director
 Corporate Banking Head
 Penang



 [SIGNATURE PAGE TO AVAGO
AMENDMENT NO. 2, CONSENT AND WAIVER] 








					
	 LEHMAN COMMERCIAL PAPER INC.,
 as
Lender

		
	By:	 	 /s/ Craig Malloy

		 	Name:	 	Craig Malloy
		 	Title:	 	Authorized Signatory
	
	 LEHMAN BROTHERS INC.,
 as Joint Lead Arranger
and as Syndication
 Agent

		
	By:	 	 /s/ Craig Malloy

		 	Name:	 	Craig Malloy
		 	Title:	 	V.P.


 [SIGNATURE PAGE TO AVAGO
AMENDMENT NO. 2, CONSENT AND WAIVER] 








					
	 THE ROYAL BANK OF SCOTLAND,
 as Senior
Managing Agent and Lender

		
	By:	 	 /s/ Alan Goodyear

		 	Name:	 	Alan Goodyear
		 	Title:	 	 General Manager & Head of
 Corporates



 [SIGNATURE PAGE TO AVAGO
AMENDMENT NO. 2, CONSENT AND WAIVER] 







 EXHIBIT A 
 ACKNOWLEDGEMENT AND CONSENT 
  

	To:	Citicorp North America, Inc. 

 Global Loans Support
Services 
 2 Penns Way, Suite 110 
 New Castle, Delaware 19720 
 Attention: Lisa Rodrigues 
 Citicorp International Limited 
 13/F, Two
Harbourfront 
 22 Tak Funk Street 
 Hunghom, Kowloon, 
 Hong Kong 
 Attention: Loan Agency 
 Re: Avago Technologies Finance Pte. Ltd. and certain of its Subsidiaries 
 Reference is made to the Credit Agreement (the “Credit Agreement”) dated as of December 1, 2005, among AVAGO
TECHNOLOGIES FINANCE PTE. LTD., a company incorporated under the Singapore Companies Act (the “Company” or the “Singaporean Borrower”), a wholly-owned Subsidiary of AVAGO TECHNOLOGIES HOLDING PTE. LTD., a company
incorporated under the Singapore Companies Act (“Holdings”), a wholly-owned Subsidiary of AVAGO TECHNOLOGIES LIMITED, a company incorporated under the Singapore Companies Act (“Parent”), AVAGO TECHNOLOGIES
FINANCE S.À.R.L., a Grand Duchy of Luxembourg limited liability company (the “Lux Borrower”), AVAGO TECHNOLOGIES (MALAYSIA) SDN. BHD. (f/k/a Jumbo Portfolio Sdn. Bhd.) (Company No. 704181-P), a company incorporated in
Malaysia under the Companies Act 1965 (the “Malaysian Borrower”), AVAGO TECHNOLOGIES WIRELESS (U.S.A.) MANUFACTURING INC., a Delaware corporation (“U.S. Wireless”), and AVAGO TECHNOLOGIES U.S. INC., a Delaware
corporation (“U.S. Opco” and together with U.S. Wireless, collectively, the “U.S. Borrowers” and each a “U.S. Borrower”, and together with the Singaporean Borrower, the Lux Borrower and the
Malaysian Borrower, collectively, the “Borrowers”), the lending institutions listed on the signature pages hereto as a “Lender” or that from time to time become parties hereto by execution of an Assignment and Acceptance
(each a “Lender” and, collectively, the “Lenders”), CITICORP INTERNATIONAL LIMITED (HONG KONG), as Asian Administrative Agent, CITICORP NORTH AMERICA, INC., as Tranche B Term Loan Administrative Agent and as
Collateral Agent, CITIGROUP GLOBAL MARKETS INC., as Joint Lead Arranger and Joint Lead Bookrunner, LEHMAN BROTHERS INC., as Joint Lead Arranger, Joint Lead Bookrunner and Syndication Agent, CREDIT SUISSE, as Documentation Agent, OVERSEA-CHINESE
BANKING CORPORATION LIMITED, as Singaporean Managing Agent, and THE ROYAL BANK OF SCOTLAND, as Senior Managing Agent, as amended. Unless otherwise specified herein, all capitalized terms used in this Acknowledgment and Consent shall have the meaning
ascribed to such terms in the Amendment No. 2, Consent And Waiver under the Credit Agreement or the Credit Agreement, as the context requires. 
 The Administrative Agents have requested that the Lenders consent to the waiver under and amendments to the Credit Agreement on the terms described in the Amendment No. 2, Consent And Waiver under the Credit
Agreement, the form of which is attached hereto. 







 Pursuant to Section 13.1 of the Credit Agreement, the undersigned Lender hereby
consents to the terms of the Amendment No. 2, Consent And Waiver, and authorizes the applicable Administrative Agent to execute and deliver the Amendment No. 2, Consent And Waiver on its behalf. 
  

			
	Very truly yours,
	
	  

	[Name of Lender]
		
	By:	 	  

	    Name:
	    Title:


 Dated as of April [    ], 2006 
 [SIGNATURE PAGE TO LENDER CONSENT TO AVAGO
AMENDMENT NO. 2, CONSENT AND WAIVER]