CREDIT AGREEMENT among ON SEMICONDUCTOR CORPORATION, as Borrower The Several Lenders from Time to Time Parties Hereto and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent and Collateral Agent Dated as of April 15, 2016 DEUTSCHE BANK...Credit Agreement • April 15th, 2016 • On Semiconductor Corp • Semiconductors & related devices • New York
This CREDIT AGREEMENT (this “Agreement”), dated as of April 15, 2016, among ON Semiconductor Corporation, a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), Deutsche Bank AG, New York Branch (“DBNY”), as administrative agent (in such capacity, and together with its successors and assigns in such capacity, the “Administrative Agent”), DBNY, as collateral agent (in such capacity, and together with its successors and assigns in such capacity, the “Collateral Agent”) and DBNY and Bank of America, N.A. (“BoA”), as Issuing Lenders.
GUARANTEE AND COLLATERAL AGREEMENT made by ON SEMICONDUCTOR CORPORATION and the other signatories hereto in favor of DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent and Collateral Agent Dated as of April 15, 2016Guarantee and Collateral Agreement • April 15th, 2016 • On Semiconductor Corp • Semiconductors & related devices • New York
GUARANTEE AND COLLATERAL AGREEMENT, dated as of April 15, 2016, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Grantors”), in favor of DEUTSCHE BANK AG NEW YORK BRANCH (“DBNY”), as administrative agent (in such capacity, and together with its successors and assigns in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, and together with its successors and assigns in such capacity, the “Collateral Agent”), for the Secured Parties (as defined in the Credit Agreement referred to below).
ON SEMICONDUCTOR CORPORATION and THE GUARANTORS NAMED HEREIN SECOND SUPPLEMENTAL INDENTURE AND AMENDMENT – GUARANTEE DATED AS OF APRIL 14, 2016 WELLS FARGO BANK, NATIONAL ASSOCIATION, TrusteeSupplemental Indenture • April 15th, 2016 • On Semiconductor Corp • Semiconductors & related devices
This SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 14, 2016, is among ON Semiconductor Corporation, a Delaware corporation (the “Company”), each of the parties identified under the caption “Guarantors” on the signature page hereto (the “Guarantors”) and Wells Fargo Bank, National Association, a national banking association, as Trustee.
Dated April 15, 2016 Escrow Agreement between MUFG Union Bank, N.A., as Escrow Agent Deutsche Bank AG New York Branch as Administrative Agent and Collateral Agent ON Semiconductor Corporation as Borrower White & Case LLP 1155 Avenue of the Americas...Escrow Agreement • April 15th, 2016 • On Semiconductor Corp • Semiconductors & related devices • New York
This certificate is being delivered to the Agents and the Escrow Agent pursuant to Section 3(c) of the Escrow Agreement dated as of April 15, 2016 (the “Escrow Agreement”), among ON SEMICONDUCTOR CORPORATION, a Delaware corporation (the “Borrower”), MUFG UNION BANK, N.A., as escrow agent (the “Escrow Agent”) and DEUTSCHE BANK AG NEW YORK BRANCH, as Collateral Agent (the “Collateral Agent”) and Administrative Agent (the “Administrative Agent” and, together with the Collateral Agent, the “Agents”). Capitalized terms used but not defined herein have the respective meanings specified in the Escrow Agreement or in the Credit Agreement (as defined in the Escrow Agreement).
JOINDER TO AMENDED AND RESTATED GUARANTYOn Semiconductor Corp • April 15th, 2016 • Semiconductors & related devices
Reference is hereby made to the Amended and Restated Guaranty (the “Guaranty”) made as of October 10, 2013, by and among the Initial Guarantors (along with any additional Subsidiaries of ON Semiconductor Corporation, which become parties thereto and together with the undersigned, the “Guarantors”) in favor of the Administrative Agent, for the ratable benefit of the Holders of Guaranteed Obligations, under the Credit Agreement. Capitalized terms used herein and not defined herein shall have the meanings given to them in the Guaranty. By their execution below, the undersigned Aptina (U.S.) Inc., a Delaware corporation, and Aptina, LLC, a Delaware limited liability company (collectively, the “New Guarantors”), agree to become, and do hereby become, Guarantors under the Guaranty and agree to be bound by such Guaranty as if originally a party thereto. By its execution below, each of the undersigned represents and warrants as to itself that all of the representations and warranties contained
