REGISTRATION RIGHTS AGREEMENT between ON SEMICONDUCTOR CORPORATION as Issuer, and MORGAN STANLEY & CO. INCORPORATED and CITIGROUP GLOBAL MARKETS INC., as representatives of the Initial Purchasers Dated as of December 15, 2006Registration Rights Agreement • December 20th, 2006 • On Semiconductor Corp • Semiconductors & related devices • New York
REGISTRATION RIGHTS AGREEMENT dated as of December 15, 2006, between ON Semiconductor Corporation, a Delaware corporation (the “Company”), and Morgan Stanley & Co. Incorporated and Citigroup Global Markets Inc., as representatives of the several initial purchasers (the “Initial Purchasers”) listed on Schedule I to the Purchase Agreement dated December 12, 2006 (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.
ON SEMICONDUCTOR CORPORATION, the Guarantors listed herein and Deutsche Bank Trust Company Americas, as Trustee 2.625% Convertible Senior Subordinated Notes due 2026On Semiconductor Corp • December 20th, 2006 • Semiconductors & related devices • New York
INDENTURE dated as of December 15, 2006, 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 Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee hereunder (hereinafter called the “Trustee”).
