ContractWaiver and Amendment • May 10th, 2004 • On Semiconductor Corp • Semiconductors & related devices • New York
WAIVER AND AMENDMENT (this “Amendment”) dated as of March 30, 2004 to the Credit Agreement dated as of August 4, 1999, as amended and restated as of November 25, 2003 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”), among ON SEMICONDUCTOR CORPORATION (formerly known as SCG HOLDING CORPORATION, “Holdings”), SEMICONDUCTOR COMPONENTS INDUSTRIES, LLC (the “Borrower”), the LENDERS party thereto, and JPMORGAN CHASE BANK (formerly known as The Chase Manhattan Bank), as administrative agent.
ON SEMICONDUCTOR CORPORATION Zero Coupon Convertible Senior Subordinated Notes due 2024 PURCHASE AGREEMENTPurchase Agreement • May 10th, 2004 • On Semiconductor Corp • Semiconductors & related devices • New York
ON SEMICONDUCTOR CORPORATION, a Delaware corporation (the “Company”) proposes to issue and sell to the several purchasers named in Schedule I hereto (the “Initial Purchasers”) $260,000,000 principal amount of the Zero Coupon Convertible Senior Subordinated Notes due 2024 (the “Firm Securities”) to be issued pursuant to the provisions of an Indenture dated the Closing Date (as defined in Section 4) (the “Indenture”) among the Company, the subsidiaries of the Company listed on the signature pages hereof and Wells Fargo Bank of Minnesota, N. A., as Trustee (the “Trustee”). The Company also proposes to issue and sell to the several Initial Purchasers not more than an additional $30,000,000 principal amount of the Zero Coupon Convertible Senior Subordinated Notes due 2024 (the “Additional Securities”) if and to the extent that Morgan Stanley & Co. Incorporated (“Morgan Stanley”), Credit Suisse First Boston LLC and J.P. Morgan Securities Inc., as managers of the offering (the “Managers”), sh
