COLLATERAL SHARING AGREEMENT



                                            COLLATERAL SHARING AGREEMENT dated

                                    as of March 3, 2003, among JPMORGAN CHASE

                                    BANK, as Collateral Agent, WELLS FARGO BANK

                                    MINNESOTA, NATIONAL ASSOCIATION, as Trustee,

                                    ON SEMICONDUCTOR CORPORATION and

                                    SEMICONDUCTOR COMPONENTS INDUSTRIES, LLC.



                              W I T N E S S E T H :



                  WHEREAS, the Companies (such term and each other capitalized

term used herein having the meanings set forth in Section 1 below), certain

lenders, and JPMorgan Chase Bank, as administrative agent, collateral agent and

syndication agent, are parties to the Credit Agreement dated as of August 4,

1999, as amended and restated as of April 3, 2000;



                  WHEREAS, the Companies and the Trustee have entered into the

Indenture dated as of March 3, 2003 (as amended, supplemented or otherwise

modified from time to time, the "Indenture"), pursuant to which the Companies

intend to issue the Notes;



                  WHEREAS, the Companies and certain lenders under the Credit

Agreement referred to above have entered into an Amendment and Restatement

Agreement dated as of February 14, 2003 (the "Amendment and Restatement

Agreement"), to amend and restate the Credit Agreement referred to above as of

February 14, 2003 (such Credit Agreement, as further amended, supplemented or

otherwise modified from time to time, the "Existing Credit Agreement") in order

to, among other things, permit, subject to certain terms and conditions, (a) the

issuance of the Notes by the Companies and (b) the amendment of the Security

Documents to provide for securing the Noteholder Claims thereunder; and



                  WHEREAS, it is a condition precedent to the effectiveness of

the amendments contemplated by the Amendment and Restatement Agreement that the

parties hereto enter into this Agreement;



                  NOW, THEREFORE, in consideration of the foregoing, the mutual

covenants and obligations herein set forth and for other good and valuable

consideration, the sufficiency and receipt of which are hereby acknowledged, the

parties hereto, intending to be legally bound, hereby agree as follows:



                  SECTION 1.   (a) DEFINITIONS. As used in this Agreement,

the following terms have the meanings specified below:



                  "Administrative Agent" means JPMorgan Chase Bank, in its

capacity as the administrative agent under the Existing Credit Agreement.



                  "Affiliate" means, with respect to a specified Person, another

Person that directly, or indirectly through one or more intermediaries, controls

or is controlled by or is under common control with the Person specified.

Notwithstanding the foregoing, no individual shall be deemed to be an Affiliate

of a Person solely by reason of his or her being an officer or director of such

Person.



                  "Amendment and Restatement Agreement" has the meaning set

forth in the recitals hereto.



                                       1



<PAGE>



                  "Applicable Secured Documents" means (a) in respect of any

Noteholder Claims, the Noteholder Documents and (b) in respect of any Senior

Lender Claims, the relevant Senior Loan Documents or other documents governing

such Senior Lender Claims.



                  "Bank Indebtedness" means any and all amounts payable under or

in respect of the Credit Agreement and any Refinancing Indebtedness (as defined

in the Indenture) with respect thereto, as amended from time to time, including

principal, premium (if any), interest (including interest accruing on or after

the filing of any petition in bankruptcy or for reorganization relating to

either Company whether or not a claim for post-filing interest is allowed in

such proceedings), fees, charges, expenses, reimbursement obligations,

guarantees and all other amounts payable thereunder or in respect thereof. It is

understood and agreed that Refinancing Indebtedness (as defined in the

Indenture) in respect of the Credit Agreement may be Incurred (as defined in the

Indenture) from time to time after termination of the Credit Agreement.



                  "Bankruptcy Law" means Title 11 of the United States Code and

any similar Federal, state or foreign law for the relief of debtors.



                  "Business Day" means any day other than a Saturday, a Sunday

or a day that is a legal holiday under the laws of the State of New York or on

which banking institutions in the State of New York are required or authorized

by law or other governmental action to close.



                  "Cash Management Obligations" means, with respect to any

Person, all Obligations of such Person in respect of overdrafts and related

liabilities owed to any other Person that arise from treasury, depositary or

cash management services in connection with any automated clearing house

transfers of funds or any similar transactions.



                  "Collateral" means all assets or property of the Grantors, now

owned or hereafter acquired, upon which a Lien is purported to be created by any

Security Document.



                  "Collateral Account" has the meaning set forth in Section 4.1.



                  "Collateral Agent" means JPMorgan Chase Bank, in its capacity

as collateral agent under the Security Documents and this Agreement.



                  "Collateral Agent Fees" means all fees, costs and expenses of,

and other amounts owing to, the Collateral Agent of the types referred to in

Section 2.4.



                  "Collateral Estate" has the meaning set forth in Section

2.1(b).



                   "Commodity Hedge Obligations" means, with respect to any

Person, all Obligations of such Person in respect of any commodity price

protection agreement or other commodity price hedging arrangement or other

similar agreement or arrangement.



                  "Companies" means Holdings and SCI.



                   "Credit Agreement" means the Existing Credit Agreement and

all other Loan Documents (as defined therein) and any amendments, supplements,

modifications, extensions, renewals, restatements or refundings thereof (except

to the extent that any such amendment, supplement, modification, extension,

renewal, restatement or refunding would be prohibited by the terms of the

Indenture, unless otherwise agreed to by the Holders of at least a majority in

aggregate principal amount of Notes at the



                                       2



<PAGE>



time outstanding) and any indentures or credit facilities or commercial paper

facilities with banks or other institutional lenders that replace, refund or

refinance any part of the loans, notes, other credit facilities or commitments

thereunder, including any such replacement, refunding or refinancing facility or

indenture that increases the amount borrowable thereunder or alters the maturity

thereof.



                  "Credit Facilities" means one or more debt facilities

(including the Credit Agreement) or commercial paper facilities providing for

revolving credit loans, term loans, receivables financing (including through the

sale of receivables to lenders or to special purpose entities formed to borrow

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC