REGISTRATION RIGHTS AGREEMENT between ON SEMICONDUCTOR CORPORATION as Issuer, and MORGAN STANLEY & CO. INCORPORATED CREDIT SUISSE FIRST BOSTON LLC as Representatives of the Initial Purchasers Dated as of April 6, 2004Registration Rights Agreement • August 6th, 2004 • On Semiconductor Corp • Semiconductors & related devices • New York
REGISTRATION RIGHTS AGREEMENT dated as of April 6, 2004, between ON Semiconductor Corporation, a Delaware corporation (the “Company”), and Morgan Stanley & Co. Incorporated, Credit Suisse First Boston LLC and J.P. Morgan Securities Inc., as representatives of the initial purchasers (the “Initial Purchasers”), pursuant to the Purchase Agreement dated March 31, 2004 (the “Purchase Agreement”), among the Company, the guarantors listed therein (the “Guarantors”) and the Initial Purchasers. In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide (including by causing the Guarantors to take such actions as may be required to provide) the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreement.
FORM OF STOCK OPTION GRANT AGREEMENT TONon-Qualified Stock Option Agreement • August 6th, 2004 • On Semiconductor Corp • Semiconductors & related devices • Delaware
This Option Agreement is made and entered into by and between ON SEMICONDUCTOR CORPORATION (“Company”) and (“Optionee”) as of the day of , 20 (“Date of Grant”).
ON SEMICONDUCTOR CORPORATION, the Guarantors listed herein and Wells Fargo Bank, N.A., as Trustee Zero Coupon Convertible Senior Subordinated Notes due 2024Indenture • August 6th, 2004 • On Semiconductor Corp • Semiconductors & related devices • New York
INDENTURE dated as of April 6, 2004, between ON Semiconductor Corporation, a Delaware corporation (hereinafter called the “Company”), having its principal office at 5005 E. McDowell Road, Phoenix, Arizona 85008, Semiconductor Components Industries, LLC, SCG (Malaysia SMP) Holding Corporation, SCG (Czech) Holding Corporation, SCG (China) Holding Corporation, Semiconductor Components Industries Puerto Rico, Inc., Semiconductor Components Industries of Rhode Island, Inc., SCG International Development LLC and Semiconductor Components Industries International of Rhode Island, Inc., as guarantors (collectively, the “Note Guarantors”) and Wells Fargo Bank, N.A., a national banking association, as trustee hereunder (hereinafter called the “Trustee”).
AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 4, 1999, as Amended and Restated as of April 22, 2004, among ON SEMICONDUCTOR CORPORATION, SEMICONDUCTOR COMPONENTS INDUSTRIES, LLC, The Lenders Party Hereto and JPMORGAN CHASE BANK, as...Credit Agreement • August 6th, 2004 • On Semiconductor Corp • Semiconductors & related devices • New York
AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 4,1999, as amended and restated as of April 22, 2004, among ON SEMICONDUCTOR CORPORATION (formerly known as SCG Holding Corporation), SEMICONDUCTOR COMPONENTS INDUSTRIES, LLC, the LENDERS party hereto and JPMORGAN CHASE BANK (formerly known as The Chase Manhattan Bank), as Administrative Agent.
FORM OF STOCK OPTION GRANT AGREEMENT TO STOCK OPTION GRANT AGREEMENT (Non- Qualified Stock Options)Stock Option Grant Agreement • August 6th, 2004 • On Semiconductor Corp • Semiconductors & related devices • Delaware
THIS AGREEMENT, made as of this th/rd day of between ON Semiconductor Corporation (formerly known as SCG Holding Corporation) (the “Company”) and (the “Participant”).
DEALER MANAGER AND SOLICITATION AGENT AGREEMENTDealer Manager and Solicitation Agent Agreement • August 6th, 2004 • On Semiconductor Corp • Semiconductors & related devices • New York
ContractAmendment and Restatement Agreement • August 6th, 2004 • On Semiconductor Corp • Semiconductors & related devices • New York
AMENDMENT AND RESTATEMENT AGREEMENT dated as of April 22, 2004 (this “Agreement”), among ON SEMICONDUCTOR CORPORATION (formerly known as SCG HOLDING CORPORATION) (“Holdings”), SEMICONDUCTOR COMPONENTS INDUSTRIES, LLC (the “Borrower”), the LENDERS party hereto and JPMORGAN CHASE BANK (formerly known as THE CHASE MANHATTAN BANK), as administrative agent (the “Administrative Agent”), under the Credit Agreement dated as of August 4, 1999, as amended and restated as of November 25, 2003 (as amended, supplemented and modified and in effect on the date hereof, the “Existing Credit Agreement”), among Holdings, the Borrower, the lenders party thereto and the Administrative Agent.
ContractReaffirmation Agreement • August 6th, 2004 • On Semiconductor Corp • Semiconductors & related devices • New York
REAFFIRMATION AGREEMENT, dated as of April 22, 2004, among ON SEMICONDUCTOR CORPORATION (formerly known as SCG HOLDING CORPORATION) (“Holdings”), SEMICONDUCTOR COMPONENTS INDUSTRIES, LLC (the “Borrower”), each subsidiary of Holdings listed on the signature pages hereof (collectively, the “Subsidiary Loan Parties” and, together with Holdings and the Borrower, the “Reaffirming Parties”) and JPMORGAN CHASE BANK, as Administrative Agent, an Issuing Bank and Collateral Agent (in such capacities, “JPMCB”) for the benefit of the Lenders (such term and each other capitalized term used but not defined herein having the meaning assigned to such term in the Amended and Restated Credit Agreement referred to below).
SUPPLEMENTAL INDENTURE By and Between ON Semiconductor Corporation (formerly known as SCG Holding Corporation) Semiconductor Components Industries, LLC and The Guarantors (as defined herein) and as Trustee Dated as of April 19, 2004 A SUPPLEMENTAL...Supplemental Indenture • August 6th, 2004 • On Semiconductor Corp • Semiconductors & related devices • New York
SUPPLEMENTAL INDENTURE, dated as of April 19, 2004, between ON Semiconductor Corporation, a Delaware corporation (formerly known as SCG Holding Corporation, a Delaware corporation) (the “Company”), Semiconductor Components Industries, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (“SCI LLC”) (SCI LLC, together with the Company, the “Issuers”), SCG (Malaysia SMP) Holding Corporation, a Delaware corporation and a wholly owned subsidiary of the Company (the “Malaysia Sub”), SCG (Czech) Holding Corporation, a Delaware corporation and a wholly owned subsidiary of the Company (the “Czech Sub”), SCG (China) Holding Corporation, a Delaware corporation and a wholly owned subsidiary of the Company (the “China Sub”), Semiconductor Components Industries Puerto Rico, Inc., a Delaware corporation and a wholly owned subsidiary of SCI LLC (the “Puerto Rico Sub”), SCG International Development LLC, a Delaware limited liability company and a wholly owned subsidia
ContractRestatement Agreement • August 6th, 2004 • On Semiconductor Corp • Semiconductors & related devices • New York
AMENDMENT dated as of April 22, 2004 (this “Amendment”) to (a) the Pledge Agreement dated as of August 4,1999, as amended and restated as of March 3, 2003 (as amended, supplemented or otherwise modified from time to time and in effect on the date hereof, the “Pledge Agreement”), among SEMICONDUCTOR COMPONENTS INDUSTRIES, LLC, a Delaware limited liability company (the “Borrower”), ON SEMICONDUCTOR CORPORATION, a Delaware corporation (“Holdings”), the subsidiaries of Holdings party thereto (together with the Borrower and Holdings, the “Pledgors”) and JPMORGAN CHASE BANK (formerly known as THE CHASE MANHATTAN BANK) (“JPMCB”), as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined therein), and (b) the Security Agreement dated as of August 4,1999, as amended and restated as of March 3, 2003 (as amended, supplemented or otherwise modified from time to time and in effect on the date hereof, the “Security Agreement”), among the Borrower, Holdings, t
