**Exhibit 10.6**

**AMENDMENT NUMBER TWO TO CREDIT AGREEMENT AND CONSENT**

This Amendment Number Two to Credit Agreement and Consent (“Amendment”) is entered into as ofJuly 30, 2010, by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” andcollectively as the “Lenders”), and **WELLS FARGO CAPITAL FINANCE, LLC,**a Delaware limited liability company, as the agent for the Lenders (in such capacity, together with its successors and assigns in such capacity,“Agent”), on the one hand, and **MAGMA DESIGN AUTOMATION, INC.,**a Delaware corporation (“Borrower”), on the other hand, with reference to the following facts: 

A. Borrower, Agent, and Lenders have previously entered into that certain Credit Agreement, dated as of March 19,2010 (as amended and modified, from time to time, the “Agreement”). 

B. Borrower hasrequested that Agent and Lenders provide certain consents and make certain amendments to the Agreement as provided for and on the conditions set forth herein. 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby amend and supplement the Agreement as follows: 

**1. DEFINITIONS.**All initially capitalized terms used in this Amendment shall have the meanings given tothem in the Agreement unless specifically defined herein.****

**2. AMENDMENT.** Clause(d) of Schedule 3.6 of the Agreement is hereby amended to read as follows: 

“(d) To the extent anyInactive Subsidiary has not been dissolved within 60 days of the Closing Date (or by September 30, 2010 with respect to Aplus Design Technologies Inc.), Borrower shall (i) deliver to Agent all necessary documents to join such InactiveSubsidiary, as (x) a Guarantor under the Guaranty, (y) an Obligor under the Intercompany Subordination Agreement, and (z) a Grantor under the Security Agreement, and (ii) deliver to Agent the original certificates representingthe shares of Stock pledged under the Security Agreement with respect to such Inactive Subsidiary, together with powers endorsed in blank with respect to such certificates.” 

**3.****CONSENT.**Borrower has informed Agent and Lenders that it intends to convert a portion of theoutstanding 2014 Notes into the equity of Borrower (“Note Conversion”) and in order to induce certain holders of the 2014 Notes into the Note Conversion, Borrower has proposed to pay to each such noteholder an inducement fee(“Inducement Fee”). As the payment of the Inducement Fee is prohibited by the terms of the Agreement, Borrower has requested that Agent and Lenders consent thereto. Agent and Lenders hereby consent to the payment of the InducementFee so long as: (i) the amount of the Inducement Fee paid to the holders of the 2014 Notes does not exceed the aggregate amount of $3,500,000, (ii) the amount of the Inducement Fee paid to on any individual 2014 Note does not exceed 15% ofthe face value of such 2014 Note, (iii) immediately before the payment of any Inducement Fee no Default or Event of Default shall exist or shall occur as a result of the making of such payment, and (iv) the Note Conversion and payment ofthe Inducement Fee are completed by no later than September 30, 2010. This consent shall be effective only in this specific instance and for the specific purpose for which it is given, and shall not entitle Borrower to any other or furtherconsent or waiver in any similar or other circumstances. 

**4. REPRESENTATIONS AND WARRANTIES.**Borrower hereby affirms to Agent and Lenders that all of Borrower’s representations and warranties set forth in the Agreement are true, complete and accurate in all respects as of the date hereof.****

 
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**5. NO DEFAULTS.**Borrower hereby affirms to Agent and Lendersthat no Event of Default has occurred and is continuing as of the date hereof.****

**6. CONDITIONSPRECEDENT.**The effectiveness of this Amendment is hereby conditioned upon receipt by Agent of (i) a fully executed copy of this Amendment from each party hereto and (ii) a fully executed copy of the attached Reaffirmation ofGeneral Continuing Guaranty.****

**7.****REAFFIRMATION.**Borrower hereby acknowledges andreaffirms (i) all of its obligations and duties under the Loan Documents, and (ii) that the Agent, for the ratable benefit of the Lender Group, has and shall continue to have valid, perfected Liens in the Collateral as provided in theSecurity Agreement. 

**8. COSTS AND EXPENSES.**Borrower shall pay to Agent and Lenders all ofAgent’s and Lenders’ out-of-pocket costs and expenses (including, without limitation, the fees and expenses of its counsel, which counsel may include any local counsel deemed necessary, search fees, filing and recording fees, documentationfees, appraisal fees, travel expenses, and other fees) arising in connection with the preparation, execution, and delivery of this Amendment and all related documents.****

**9. LIMITED EFFECT.**In the event of a conflict between the terms and provisions of this Amendment and theterms and provisions of the Agreement, the terms and provisions of this Amendment shall govern. In all other respects, the Agreement, as amended and supplemented hereby, shall remain in full force and effect.****

**10. COUNTERPARTS; EFFECTIVENESS.**This Amendment may be executed in any number of counterparts and bydifferent parties on separate counterparts, each of which when so executed and delivered shall be deemed to be an original. All such counterparts, taken together, shall constitute but one and the same Amendment. This Amendment shall become effectiveupon the execution of a counterpart of this Amendment by each of the parties hereto. This Amendment is a Loan Document and is subject to all the terms and conditions, and entitled to all the protections, applicable to Loan Documents generally.****

**[*remainder of page left blank intentionally; signatures to follow*]**

 
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as ofthe date first set forth above. 

 
**MAGMA DESIGN AUTOMATION, INC.,**a Delaware corporationBy: /s/ Peter S. TeshimaName: Peter S. TeshimaTitle: CVP and CFO
Amendment Number Two toCredit Agreement and Consent 

 
**WELLS FARGO CAPITAL FINANCE, LLC,**
a Delaware limited liability company,

as Agent and Lender
By: /s/ Daniel MorihiroName: Daniel MorihiroTitle: VP
Amendment Number Two to CreditAgreement and Consent 

**REAFFIRMATION OF GENERAL CONTINUING GUARANTY**

Dated as of July 30, 2010 

The undersigned (the “Guarantor”), has executed a General Continuing Guaranty, dated as of March 19, 2010 (the “Guaranty”), in favor of Wells Fargo Capital Finance,LLC (“Agent”), respecting the obligations of Magma Design Automation, Inc., a Delaware corporation (“Borrower”) pursuant to that certain Credit Agreement dated as of March 19, 2010 by and between Borrower, theLenders signatory thereto and Agent, and other Loan Documents. Guarantor acknowledges the terms of the above Amendment and reaffirms and agrees that: (a) its Guaranty remains in full force and effect; (b) nothing in the Guaranty obligates Agentto notify the undersigned of any changes in the loans and financial accommodations made available to Borrower or to seek reaffirmation of the Guaranty; and (c) no requirement to so notify any of the undersigned or to seek reaffirmation in thefuture shall be implied by the execution of this reaffirmation. 

 
**GUARANTOR:**  **MAGMA SERVICES, INC.,**  a Delaware corporation   By: /s/ Peter S. Teshima   Name: Peter S. Teshima   Title: CVP and CFO
Reaffirmation of GeneralContinuing Guaranty