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 • June 30th, 2004 • Semiconductor Components Industries of Rhode Island Inc • 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 EXCHANGE AGREEMENT1Exchange Agreement • March 7th, 2013 • Semiconductor Components Industries of Rhode Island Inc • Semiconductors & related devices • New York
This Agreement (this “Agreement”) is entered into as of [—], 2013 by and between ON Semiconductor Corporation, a Delaware corporation (the “Company”), and [—], a [—] (the “Holder”), as the lawful owner of $[—] aggregate principal amount (the “Old Notes”) of the Company’s 2.625% Convertible Senior Subordinated Notes due 2026 (CUSIP 682189AG0) (the “Outstanding Notes”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the indenture relating to the Outstanding Notes.
LIMITED LIABILITY COMPANY AGREEMENT OF SCG INTERNATIONAL DEVELOPMENT, LLC a Delaware limited liability company effective as of April 30, 1999Limited Liability Company Agreement • December 2nd, 2011 • Semiconductor Components Industries of Rhode Island Inc • Semiconductors & related devices • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT (as amended, restated or otherwise modified, this “Agreement”) of SCG INTERNATIONAL DEVELOPMENT, LLC (the “LLC”) is being executed by SEMICONDUCTOR COMPONENTS INDUSTRIES, LLC, a Delaware limited liability company (the “Member”), as of this 30th day of April, 1999, pursuant to the provisions of the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.)(as amended from time to time, the “Act”), on the following terms and conditions:
FORM OF EXCHANGE AGREEMENT1Exchange Agreement • December 2nd, 2011 • Semiconductor Components Industries of Rhode Island Inc • Semiconductors & related devices • New York
This Agreement (this “Agreement”) is entered into as of [—], 2011 by and between ON Semiconductor Corporation, a Delaware corporation (the “Company”), and [—], a [—] (the “Holder”), as the lawful owner of $[—] aggregate principal amount (the “Old Notes”) of the Company’s 2.625% Convertible Senior Subordinated Notes due 2026 (CUSIP 682189AG0 and 682189AF2) (the “Outstanding Notes”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the indenture relating to the Outstanding Notes.
