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.
