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.
