On May 21, 2009, Magma Design Automation, Inc. ("Magma") entered into a second amendment (the "Amendment") to the Credit Agreement between Magma and Wells Fargo Bank, National Association ("Wells Fargo"), effective as of October 31, 2008 (the "Credit Agreement").

The Amendment permits Magma, among other things, to use any of the proceeds of any credit extended under the Credit Agreement to make principal and interest payments on Magma's outstanding 2.0% Convertible Senior Notes due May 15, 2010 and scheduled interest payments on any new convertible notes that Magma may issue in 2009 in an aggregate principal amount not to exceed $50 million. The Amendment also amends the definitions of "Permitted Indebtedness," "Permitted Liens" and "Permitted Investments."

The Amendment is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

(d) Exhibits.

Exhibit No.       Description
10.1              Amendment to Credit Agreement, dated May 21, 2009, between Magma
                  and Wells Fargo