ANNEX B TO SCHEDULE NO. 002 TO LEASE AGREEMENT DATED AS OF NOVEMBER 7, 2006 BILL OF SALE

Exhibit No. 10.1

ANNEX B

TO

SCHEDULE NO. 002

TO LEASE AGREEMENT

DATED AS OF NOVEMBER 7, 2006

XXXX OF SALE

Semiconductor Components Industries, LLC (the “Seller”), in consideration of the sum of Ten Million Eight Hundred Thirty Thousand Seven Hundred Fifty and 00/100 Dollars ($10,830,750) plus sales taxes in the amount of Zero Dollars ($0.00) (if exemption from sales tax is claimed, an exemption certificate must be furnished to Buyer herewith), paid by General Electric Capital Corporation (together with its successors and assigns, if any, the “Buyer”), receipt of which is acknowledged, hereby grants, sells, assigns, transfers and delivers to Buyer the equipment (the “Equipment”) described in the above schedule (said schedule and related lease being collectively referred to as “Lease”), along with whatever claims and rights Seller may have against the manufacturer and/or supplier of the Equipment (the “Supplier”), including but not limited to all warranties and representations. At Buyer’s request, Seller will cause Supplier to execute the attached Acknowledgment.

Buyer is purchasing the Equipment for leasing back to Seller pursuant to the Lease. Seller represents and warrants to Buyer that (1) Buyer will acquire by the terms of this Xxxx of Sale good title to the Equipment free from all liens and encumbrances whatsoever; (2) Seller has the right to sell the Equipment; and (3) the Equipment has been delivered to Seller in good order and condition, and conforms to the specifications, requirements and standards applicable thereto; and (4) the equipment has been accurately labeled, consistent with the requirements of 40 CFR part 82 Subpart E, with respect to products manufactured with a controlled (ozone-depleting) substance.

Seller agrees to save and hold harmless Buyer from and against any and all federal, state, municipal and local license fees and taxes of any kind or nature, including, without limiting the generality of the foregoing, any and all excise, personal property, use and sales taxes, and from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions and suits resulting therefrom and imposed upon, incurred by or asserted against Buyer as a consequence of the sale of the Equipment to Buyer.

IN WITNESS WHEREOF, Seller has executed this Xxxx of Sale this 11th day of March, 2008.

SELLER:
SEMICONDUCTOR COMPONENTS INDUSTRIES, LLC
By:		/s/ Xxxxx X. Xxxxxxx
Name:		Xxxxx X. Xxxxxxx
Title:		President and Chief Executive Officer

ANNEX A

TO

SCHEDULE NO. 002

TO LEASE AGREEMENT

DATED AS OF NOVEMBER 7, 2006

DESCRIPTION OF EQUIPMENT

Initials:

Lessor: JS                             Lessee: KJ

ANNEX B

TO

SCHEDULE NO. 003

TO LEASE AGREEMENT

DATED AS OF NOVEMBER 7, 2006

XXXX OF SALE

Semiconductor Components Industries, LLC (the “Seller”), in consideration of the sum of Twenty Two Million Nine Hundred Sixteen Thousand Two Hundred Fifty and 00/100 Dollars ($22,916,250) plus sales taxes in the amount of Zero Dollars ($0.00) (if exemption from sales tax is claimed, an exemption certificate must be furnished to Buyer herewith), paid by General Electric Capital Corporation (together with its successors and assigns, if any, the “Buyer”), receipt of which is acknowledged, hereby grants, sells, assigns, transfers and delivers to Buyer the equipment (the “Equipment”) described in the above schedule (said schedule and related lease being collectively referred to as “Lease”), along with whatever claims and rights Seller may have against the manufacturer and/or supplier of the Equipment (the “Supplier”), including but not limited to all warranties and representations. At Buyer’s request, Seller will cause Supplier to execute the attached Acknowledgment.

Buyer is purchasing the Equipment for leasing back to Seller pursuant to the Lease. Seller represents and warrants to Buyer that (1) Buyer will acquire by the terms of this Xxxx of Sale good title to the Equipment free from all liens and encumbrances whatsoever; (2) Seller has the right to sell the Equipment; and (3) the Equipment has been delivered to Seller in good order and condition, and conforms to the specifications, requirements and standards applicable thereto; and (4) the equipment has been accurately labeled, consistent with the requirements of 40 CFR part 82 Subpart E, with respect to products manufactured with a controlled (ozone-depleting) substance.

Seller agrees to save and hold harmless Buyer from and against any and all federal, state, municipal and local license fees and taxes of any kind or nature, including, without limiting the generality of the foregoing, any and all excise, personal property, use and sales taxes, and from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions and suits resulting therefrom and imposed upon, incurred by or asserted against Buyer as a consequence of the sale of the Equipment to Buyer.

IN WITNESS WHEREOF, Seller has executed this Xxxx of Sale this 11th day of March, 2008.

SELLER:
SEMICONDUCTOR COMPONENTS INDUSTRIES, LLC
By:		/s/ Xxxxx X. Xxxxxxx
Name:		Xxxxx X. Xxxxxxx
Title:		President and Chief Executive Officer

ANNEX A

TO

SCHEDULE NO. 003

TO LEASE AGREEMENT

DATED AS OF NOVEMBER 7, 2006

DESCRIPTION OF EQUIPMENT

Asset ID		Tool ID		Make		Model		Description		Vintage		S/N		Capitalized Lessor’s Cost
0001		MET19602		Applied Materials		Endura 5500		Deposition PV-Sputtering		2000		305431		$	945,000.00
0002		MET19603		Applied Materials		Endura 5500		Deposition PV-Sputtering		2000		319063		$	945,000.00
0003		STP18604		ASML		750		Lithography Deep UV		2000		6321		$	2,940,000.00
0004		STP25601 B		ASML		5500/1150C		Wafer Fabrication Lithography		2006		9718		$	3,990,000.00
0005		STP18602		ASML		700C		Lithography Deep UV		2000		7186		$	2,520,000.00
0006		STP18603		ASML		700C		Lithography Deep UV		2000		6589		$	2,520,000.00
0007		ETH21610		LRC		9600 2x2 PTX		Etching Dry		1997		8421 TM strip 100, 96-69, 96-105, strip 60		$	525,000.00
0008		ETH21611		LRC		9600 2x2 PTX		Etching Dry		1997		8431 TM strip 122, 96-79, 96-68A, strip 76		$	525,000.00
0009		ETH21603		LRC		A6 4520 XL		Etching Dry		1997		8428 TM 45XL- 186, 45XL-377, 45XL-1213, 45XL-60		$	498,750.00
0010		ETH21604		XXX		X0 0000XX		Etching Dry		1997		8433 TM 45XL-114, 45XL-62, 45XL-61		$	498,750.00
0011		ETH21606		XXX		X0 0000XX		Etching Dry		1997		8346 TM 45XL-90 45XL-59, 45XL-42		$	498,750.00
0012		ETH21601		LRC		A6 9400 PTX		Etching Dry		1997		8427 TM 94-496, 94-279, 94-670, 94-732		$	630,000.00
0013		CED11605		Novellus		C2 Dual Altus		Deposition CVD		2000		00-49-C26148		$	630,000.00
0014		CED11606		Novellus		C2 Dual Altus		Deposition CVD		2000		00-24-C26104		$	630,000.00
0015		CED08601		Novellus		C2 Dual Sequel		Deposition CVD		1997		97-24-5394		$	630,000.00
0016		CED08602		Novellus		C2 Dual Sequel		Deposition CVD		1997		97-35-5377		$	630,000.00
0017		CED09601		Novellus		C2 Dual Speed/ Sequel		Deposition CVD		1997		97-26-5341		$	525,000.00
0018		CED09604		Novellus		C2 Dual Speed/ Sequel		Deposition CVD		1997		97-36-5383		$	525,000.00
0019		CED07602		Novellus		C2 Single Sequel		Deposition CVD		1997		97-24-5338		$	367,500.00
0020		TRK04603		TEL		Act 8		Resist Processing Cluster Tool		2000		9201708		$	446,250.00
0021		TRK08601		TEL		Act 8		Resist Processing Cluster Tool		2000		9201106		$	446,250.00
0022		TRK04602		TEL		Act 8		Resist Processing Cluster Tool		2000		9201117		$	525,000.00
0023		TRK04604		TEL		Act 8		Resist Processing Cluster Tool		2000		9201119		$	525,000.00
												TOTAL:		$	22,916,250.00

Lessor: JS                            Lessee: KJ