FORM OF EXCHANGE AGREEMENT1Exchange Agreement • March 7th, 2013 • Semiconductor Components Industries of Rhode Island Inc • Semiconductors & related devices • New York
This Agreement (this “Agreement”) is entered into as of [—], 2013 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) (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.
