ELECTRONIC & TEST EQUIPMENT SCHEDULE SCHEDULE NO. 003 DATED THIS MARCH 11, 2008 TO LEASE AGREEMENT DATED AS OF NOVEMBER 7, 2006

Exhibit No. 10.5

ELECTRONIC & TEST EQUIPMENT SCHEDULE

SCHEDULE NO. 003

DATED THIS MARCH 11, 2008

TO LEASE AGREEMENT

DATED AS OF NOVEMBER 7, 2006

Lessor & Mailing Address:		Lessee & Mailing Address:
General Electric Capital Corporation		Semiconductor Components Industries, LLC
0000 Xxxxxxxxx Xxxxxx Suite 000		0000 Xxxx XxXxxxxx Xxxx
La Jolla, CA 92037		Phoenix, AZ 85008
		Attn : General Counsel

This Schedule is executed pursuant to, and incorporates by reference the terms and conditions of, and capitalized terms not defined herein shall have the meanings assigned to them in, the Lease Agreement identified above (“Agreement” said Agreement and this Schedule being collectively referred to as “Lease”). This Schedule, incorporating by reference the Agreement, constitutes a separate instrument of lease.

A. Equipment: Subject to the terms and conditions of the Lease, Xxxxxx agrees to lease to Lessee the Equipment described below (the “Equipment”).

Number of Units Capitalized Lessor’s Cost Manufacturer Serial Number Model and Type
of Equipment

See Xxxxx “A” attached hereto and made a part hereof, together with all other attachments, accessories, additions, replacements and substitutions now or hereafter attached hereto and made a part thereof.

Equipment Location: 00000 XX Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxx Xxxxxx, Xxxxxx 00000.

B. Financial Terms

1.		Advance Rent (if any): $393,053.08		5.		Basic Term Commencement Date: March 11, 2008
2.		Capitalized Lessor’s Cost: $22,916,250.00		6.		Lessee Federal Tax ID No.: 00-0000000
3.		Basic Term (No. of Months): 60 Months.		7.		Last Delivery Date: March 11, 2008
4.		Basic Term Lease Rate Factor: 1.715172		8.		Daily Lease Rate Factor: 0.057172

9. First Termination Date: Twenty-Four (24) months after the Basic Term Commencement Date.

10. Interim Rent: For the period from and including the Lease Commencement Date to but not including the Basic Term Commencement Date (“Interim Period”), Lessee shall pay as rent (“Interim Rent”) for each unit of Equipment, the product of the Daily Lease Rate Factor times the Capitalized Lessor’s Cost of such unit times the number of days in the Interim Period. Interim Rent shall NOT BE APPLICABLE.

11. Basic Term Rent. Commencing on March 11, 2008 and on the same day of each month thereafter (each, a “Rent Payment Date”) during the Basic Term, Lessee shall pay as rent (“Basic Term Rent”) the product of the Basic Term Lease Rate Factor times the Capitalized Lessor’s Cost of all Equipment on this Schedule. Each payment of Basis Term Rent shall be allocated to and shall accrue for the use of the Equipment for the monthly period beginning on such Rent Payment Date.

C. Tax Benefits Depreciation Deductions:

1. Depreciation method is the 200% declining balance method, switching to straight-line method for the 1st taxable year for which using the straight line method with respect to the adjusted basis as of the beginning of such year will yield a larger allowance.

2. Recovery Period: 5 years.

3. Basis: 100 % of the Capitalized Lessor’s Cost.

Schedule No. 003 to Lease Agreement Dated November 7, 2006 1

4. Gross Taxable Income: Only (A) Basic Rent in the amounts and no earlier than at the times such payments are accrued and (B) any gain realized by Lessor on the sale or other disposition of the Equipment at the time of such sale.

D. Property Tax

APPLICABLE TO EQUIPMENT LOCATED IN OREGON: Xxxxxx agrees that it will not list any of such Equipment for property tax purposes or report any property tax assessed against such Equipment until otherwise directed in writing by Lessor. Upon receipt of any property tax bill pertaining to such Equipment from the appropriate taxing authority, Lessor will pay such tax and will invoice Lessee for the expense. Upon receipt of such invoice, Xxxxxx will promptly reimburse Lessor for such expense.

Lessor may notify Lessee (and Xxxxxx agrees to follow such notification) regarding any changes in property tax reporting and payment responsibilities.

E. Article 2A Notice

Intentionally Omitted.

F. Stipulated Loss and Termination Value Table*

Date		Rental Basic		Termination Value		Stipulated Loss Value		Date		Rental Basic		Termination Value		Stipulated Loss Value
3/30/2008		1		103.442		107.414		9/30/2010		31		67.877		71.371
4/30/2008		2		102.365		106.320		10/30/2010		32		66.495		69.973
5/30/2008		3		101.277		105.215		11/30/2010		33		65.104		68.566
6/30/2008		4		100.178		104.101		12/30/2010		34		63.704		67.149
7/30/2008		5		99.070		102.975		1/30/2011		35		62.294		65.723
8/30/2008		6		97.951		101.841		2/28/2011		36		60.876		64.288
9/30/2008		7		96.823		100.696		3/30/2011		37		59.447		62.843
10/30/2008		8		95.684		99.540		4/30/2011		38		58.009		61.388
11/30/2008		9		94.536		98.376		5/30/2011		39		56.571		59.934
12/30/2008		10		93.377		97.201		6/30/2011		40		55.129		58.475
1/30/2009		11		92.208		96.015		7/30/2011		41		53.680		57.010
2/28/2009		12		91.030		94.821		8/30/2011		42		52.224		55.537
3/30/2009		13		89.843		93.617		9/30/2011		43		50.758		54.055
4/30/2009		14		88.643		92.401		10/30/2011		44		49.284		52.564
5/30/2009		15		87.430		91.171		11/30/2011		45		47.803		51.067
6/30/2009		16		86.204		89.929		12/30/2011		46		46.312		49.560
7/30/2009		17		84.965		88.673		1/30/2012		47		44.813		48.044
8/30/2009		18		83.717		87.409		2/28/2012		48		43.307		46.521
9/30/2009		19		82.456		86.131		3/30/2012		49		41.790		44.988
10/30/2009		20		81.182		84.841		4/30/2012		50		40.262		43.443
11/30/2009		21		79.899		83.541		5/30/2012		51		38.726		41.891
12/30/2009		22		78.603		82.229		6/30/2012		52		37.182		40.331
1/30/2010		23		77.294		80.904		7/30/2012		53		35.630		38.762
2/28/2010		24		75.976		79.569		8/30/2012		54		34.070		37.186
3/30/2010		25		74.648		78.225		9/30/2012		55		32.499		35.599
4/30/2010		26		73.312		76.872		10/30/2012		56		30.919		34.003
5/30/2010		27		71.967		75.511		11/30/2012		57		29.332		32.398
6/30/2010		28		70.613		74.140		12/30/2012		58		27.733		30.783
7/30/2010		29		69.250		72.760		1/30/2013		59		26.125		29.158
8/30/2010		30		67.877		71.371		2/28/2013		60		24.508		27.526

Schedule No. 003 to Lease Agreement Dated November 7, 2006 2

* The Stipulated Loss Value or Termination Value for any unit of Equipment shall be the Capitalized Lessor’s Cost of such unit multiplied by the appropriate percentage derived from the above table. In the event that the Lease is for any reason extended, then the last percentage figure shown above shall control throughout any such extended term.

G. Modifications and Additions for This Schedule Only

For purposes of this Schedule only, the Agreement is amended as follows:

1. Section 11(a) is replaced with the following:

(a) Lessee shall be in default under this Agreement and under any Lease upon the occurrence of any of the following (each an “Event of Default”, and collectively, the “Events of Default”):

(i) Lessee fails to pay within ten (10) days after its due date, any Rent or any other amount due under this Agreement or any Lease;

(ii) Lessee breaches any of its insurance obligations under this Agreement or any other Document (as defined in Section 16 hereof);

(iii) Lessee breaches any of its other obligations under any Lease (other than those described in Section 11(a)(i) and (ii) above), and fails to cure that breach within thirty (30) days after written notice from Lessor;

(iv) any representation, warranty or covenant made by Lessee or ON Semiconductor Corporation (the “Guarantor”) in connection with this Agreement or under any Lease or guaranty shall be false or misleading in any material respect;

(v) any Equipment is illegally used;

(vi) Lessee or Guarantor becomes insolvent or ceases to do business as a going concern;

(vii) Guarantor revokes or attempts to revoke its obligations under its guaranty or any related document to which it is a party, or fails to observe or perform any covenant, condition or agreement to be performed under such guaranty or other related document to which it is a party;

(viii) a receiver is appointed for all or of any part of the property of Lessee, or Lessee or Guarantor makes any assignment for the benefit of its creditors;

(ix) Lessee or Guarantor files a petition under any bankruptcy, insolvency or similar law, or in the event an involuntary petition is filed against Lessee or Guarantor under any bankruptcy or insolvency laws and in the event of an involuntary petition, such petition is not dismissed within sixty (60) days of the filing date;

(x) Lessee and/or any Guarantor breaches or is in default under any agreement, in an original principal amount greater than $5,000,000, by and between Lessor on the one hand, and Lessee and/or Guarantor (or any of their respective parent or affiliates) on the other hand; provided however that any such default under this Section 11(a)(x) is not solely related to a material adverse change in Lessee’s financial condition;

(xi) There is any dissolution or termination of existence of Lessee or any Guarantor.

(xii) there is any merger, consolidation, or change in controlling ownership (such event and the transactions undertaken in connection with the event, e.g., a financing to accomplish a merger or consolidation, referred to as an “Event”) of Lessee or Guarantor wherein the long-term bank loan debt rating (or, if such rating is not then available, it’s nearest equivalent, in either event, the “Credit Rating”) of Lessee, Guarantor, or the surviving corporation, company, or other such business entity (Lessee, Guarantor or such surviving entity referred to as the “Surviving Company”) issued by Xxxxx’x Investors Service (such entity and its successors, or, in the event such entity is no longer rating the Surviving Company’s debt, any other nationally recognized rating agency which is then rating the Surviving Company’s debt, collectively referred to herein as “Moody’s”) immediately after and as a direct result of the Event (and not for other developments or unrelated actions following the Event) falls below the lowest “B” rating (or its nearest equivalent if the rating system is hereafter modified, revised, or replaced, referred to herein as the “Minimum Rating”) by Moody’s (currently defined as “B3”); provided, however, that, in the event the Credit Rating of the Surviving Company falls below the Minimum Rating as a direct result of the Event (for purposes of this subsection (xii) the occurrence of the Event (the “Event Date”) shall be deemed to be the later of (a) the date upon which the Event occurs, or (b) the issuance by Moody’s of the Credit Rating), an Event of Default shall not have occurred if (a) Lessee or Guarantor, whichever is applicable, provides Lessor, on or within 10 days after the Event Date, written notice to the effect that, if an Event occurs, it will satisfy the letter of credit provisions of clause (b) of this proviso, and (b) as soon as reasonably practicable, but in any event within 30 days of the Event Date, Lessee or Guarantor, whichever is applicable, shall cause to be delivered to Lessor an irrevocable standby letter of credit (the “Letter of Credit”) in the

Schedule No. 003 to Lease Agreement Dated November 7, 2006 3

amount of $7,000,000, which Letter of Credit shall be in form and substance reasonably acceptable to Lessor and issued by a bank rated at least “A2” by Moody’s; provided, further, that, if, after the Letter of Credit has been issued, the Credit Rating of the Surviving Company shall be increased to the Minimum Rating or higher, Lessor shall promptly (in any event, with 15 days) return the Letter of Credit to Lessee or Guarantor, whichever is applicable, for cancellation;

(xiii) Lessee or any Guarantor sells or leases all, or substantially all, of its assets;

(xiv) there is a material adverse change in Lessee’s or Guarantor’s financial condition;

(xv) Lessee defaults under any contract or obligation requiring the payment of money in an original principal amount greater than $5,000,000; or

(xvi) an event of default occurs under Guarantor’s guaranty.

The default declaration shall apply to all Schedules unless specifically excepted by Lessor.

2. In Section 11(b)(ix), replace “Lessee (or any of their respective affiliates or parent entities)” with “Lessee and/or Guarantor (or any of their respective affiliates or parent entities)”.

3. In Section 14(a), second paragraph, replace subsection (iv) with the following: “(iv) any actions brought against any Indemnitee that arise out of Lessee’s or any Guarantor’s actions or omissions (or actions or omissions of Lessee’s or Guarantor’s agents);”

4. ACCEPTANCE

Pursuant to the provisions of the Lease, as it relates to this Schedule, Lessee hereby certifies and warrants that (i) all Equipment listed above is installed; (ii) Lessee has inspected the Equipment, and all such testing as it deems necessary has been performed by Lessee, Supplier or the manufacturer; and (iii) Lessee accepts the Equipment for all purposes of the Lease, the purchase documents and all attendant documents.

Lessee does further certify that as of the date hereof (i) Lessee is not in default under the Lease; (ii) the representations and warranties made by Lessee pursuant to or under the Lease are true and correct in all material respects on the date hereof and (iii) Lessee has reviewed and approves of the purchase documents for the Equipment, if any.

5. EQUIPMENT SPECIFIC PROVISIONS

Each reference contained in this Agreement to:

(a) “Adverse Environmental Condition” shall refer to, so long as the Equipment is in the control of Lessee, (i) the existence or the continuation of the existence, of an Environmental Emission (including, without limitation, a sudden or non-sudden accidental or non-accidental Environmental Emission), of, or exposure to, any substance, chemical, material, pollutant, Contaminant, odor or audible noise or other release or emission in, into or onto the environment (including, without limitation, the air, ground, water or any surface) at, in, by, from or related to any Equipment, (ii) the environmental aspect of the transportation, storage, treatment or disposal of materials in connection with the operation of any Equipment or (iii) the violation, or alleged violation of any statutes, ordinances, orders, rules regulations, permits or licenses of, by or from any governmental authority, agency or court relating to Environmental Law connected with any Equipment.

(b) “Affiliate” shall refer, with respect to any given Person, to any Person that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person.

(c) “Contaminant” shall refer to those substances that are regulated by or form the basis of liability under any Environmental Law, including, without limitation, asbestos, polychlorinated biphenyls (“PCBs”), and radioactive substances, or other material or substance that has in the past or could in the future constitute a health, safety or environmental hazard to any Person, property or natural resources.

(d) “Environmental Claim” shall refer to any accusation, allegation, notice of violation, claim, demand, abatement or other order on direction (conditional or otherwise) by any governmental authority or any Person for personal injury (including sickness, disease or death), tangible or intangible property damage, damage to the environment or other adverse effects on the environment, or for fines, penalties or restrictions, resulting from or based upon any Adverse Environmental Condition.

(e) “Environmental Emission” shall refer to any actual or threatened release, spill, emission, leaking, pumping, injection, deposit,

Schedule No. 003 to Lease Agreement Dated November 7, 2006 4

disposal, discharge, dispersal, leaching or migration into the indoor or outdoor environment, or into or out of any of the Equipment, including, without limitation, the movement of any Contaminant or other substance through or in the air, soil, surface water, groundwater or property.

(f) “Environmental Law” shall mean any federal, foreign, state or local law, rule or regulation pertaining to the protection of the environment, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) (42 U.S.C. Section 9601 et seq.), the Hazardous Material Transportation Act (49 U.S.C. Section 1801 et seq.), the Federal Water Pollution Control Act (33 U.S.C. Section 1251 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. Section 6901 et seq.), the Clean Air Act (42 U.S.C. Section 7401 et seq.), the Toxic Substances Control Act (15 U.S.C. Section 2601 et seq .), the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. Section 1361 et seq.), and the Occupational Safety and Health Act (19 U.S.C. Section 651 et seq.), as these laws have been amended or supplemented, and any analogous foreign, federal, state or local statutes, and the regulations promulgated pursuant thereto.

(g) “Environmental Loss” shall mean any loss, cost, damage, liability, deficiency, fine, penalty or expense (including, without limitation, reasonable attorneys’ fees, engineering and other professional or expert fees), investigation, removal, cleanup and remedial costs (voluntarily or involuntarily incurred) arising out of or related to any Environmental Claim.

(h) “Person” shall include any individual, partnership, corporation, trust, unincorporated organization, government or department or agency thereof and any other entity.

Lessee shall fully and promptly pay, perform, discharge, defend, indemnify and hold harmless Lessor and its Affiliates, successors and assigns, directors, officers, employees and agents from and against any Environmental Claim or Environmental Loss.

The provisions of this Schedule shall survive any expiration or termination of the Lease and shall be enforceable by Xxxxxx, its successors and assigns.

6. EARLY PURCHASE OPTION

(a) Provided that the Lease has not been earlier terminated and provided further that Lessee is not in default under the Lease or any other agreement between Lessor and Lessee, Lessee may, UPON AT LEAST THIRTY (30) DAYS BUT NO MORE THAN ONE HUNDRED EIGHTY (180) DAYS PRIOR WRITTEN NOTICE TO LESSOR OF LESSEE’S IRREVOCABLE ELECTION TO EXERCISE SUCH OPTION, purchase on an AS IS BASIS all (but not less than all) of the Equipment listed and described in this Schedule on the Rent Payment Date (the “Early Purchase Date”) which is Forty-Two (42) months from the Basic Term Commencement Date for a price equal to $10,585,482.10 (the “FMV Early Option Price”), plus all applicable sales taxes.

Lessor and Lessee agree that the FMV Early Option Price is a reasonable prediction of the Fair Market Value (as such term is defined in the END OF LEASE PURCHASE OPTION Section subsection (b) of the Lease hereof) of the Equipment at the time the option is exercisable. Lessor and Lessee agree that if Lessee makes any non-severable improvement to the Equipment which increases the value of the Equipment an is not required or permitted by the MAINTENANCE Section of the RETURN OF EQUIPMENT Section of the Lease prior to lease expiration, then at the time such option being exercised, Lessor and Lessee shall increase the purchase price to reflect any addition to the price anticipated to result from such improvement. (The purchase option granted by this subsection shall be referred to herein as the “Early Purchase Option”.)

(b) If Lessee exercises its Early Purchase Option with respect to the Equipment leased hereunder, then on the Early Purchase Option Date, Lessee shall pay to Lessor any Rent and other sums due and unpaid on the Early Purchase Option Date and Lessee shall pay the FMV Early Option Price, plus all applicable sales taxes, to Lessor in cash.

Except as expressly modified hereby, all terms and provision of the Agreement shall remain in full force and effect. This Schedule is not binding or effective with respect to the Agreement or Equipment until executed on behalf of Lessor and Lessee by authorized representatives of Lessor and Lessee, respectively.

(Signature Page Follows)

Schedule No. 003 to Lease Agreement Dated November 7, 2006 5

IN WITNESS WHEREOF, Xxxxxx and Xxxxxx have caused this Schedule to be executed by their duly authorized representatives as of the date first above written.

LESSOR:						LESSEE:
General Electric Capital Corporation						Semiconductor Components Industries, LLC
By:		/s/ Xxxxx X. Xxxxxx				By:		/s/ Xxxxx X. Xxxxxxx
Name:		Xxxxx X. Xxxxxx				Name:		Xxxxx X. Xxxxxxx
Title:		SVP & CRO				Title:		President and Chief Executive Officer

Schedule No. 003 to Lease Agreement Dated November 7, 2006 6

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		LRC		A6 4520XL		Etching Dry		1997		8433 TM 45XL-114, 45XL-62, 45XL-61		$	498,750.00
0011		ETH21606		LRC		A6 4520XL		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

Initials:

Lessor: JS Lessee: KJ

Schedule No. 003 to Lease Agreement Dated November 7, 2006 7