EX-4.2



 Exhibit 4.2 

 
  

ON SEMICONDUCTOR CORPORATION 
 and

 THE GUARANTORS NAMED HEREIN 
  

 
 2.625% CONVERTIBLE SENIOR SUBORDINATED
NOTES DUE 2026, SERIES B 
  
  

SECOND SUPPLEMENTAL INDENTURE 
 AND
AMENDMENT – GUARANTEE 
 DATED AS OF APRIL 15, 2016 
  

 
 DEUTSCHE BANK TRUST COMPANIES
AMERICAS, 
 Trustee 
  

 







 This SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 15, 2016, is
among ON Semiconductor Corporation, a Delaware corporation (the “Company”), each of the parties identified under the caption “Guarantors” on the signature page hereto (the “Guarantors”) and Deutsche Bank Trust Company
Americas, a New York banking corporation, as Trustee. 
 RECITALS 

WHEREAS, the Company, the initial Guarantors and the Trustee entered into an Indenture, dated as of December 15, 2011 (the
“Indenture”), pursuant to which the Company has issued $198,552,000 in principal amount of 2.265% Convertible Senior Subordinated Notes due 2026, Series B (the “Notes”); and 

WHEREAS, Section 11.01(e) of the Indenture provides that the Company and the Trustee may amend or supplement the Indenture in order to
add additional Note Guarantees with respect to the Notes, without the consent of the Noteholders; and 
 WHEREAS, all acts and things
prescribed by the Indenture, by law and by the Certificate of Incorporation and the Bylaws (or comparable constituent documents) of the Company, of the Guarantors and of the Trustee necessary to make this Supplemental Indenture a valid instrument
legally binding on the Company, the Guarantors and the Trustee, in accordance with its terms, have been duly done and performed; 
 NOW,
THEREFORE, to comply with the provisions of the Indenture and in consideration of the above premises, the Company, the Guarantors and the Trustee covenant and agree for the equal and proportionate benefit of the respective Noteholders as follows:

 ARTICLE 1 

Section 1.01 This Supplemental Indenture is supplemental to the Indenture and does and shall be deemed to form a part of, and shall be
construed in connection with and as part of, the Indenture for any and all purposes. 
 Section 1.02 This Supplemental Indenture shall
become effective immediately upon its execution and delivery by each of the Company, the Guarantors and the Trustee. 
 ARTICLE 2 

From this date, by executing this Supplemental Indenture, the Guarantors whose signatures appear below shall be Guarantors with respect to the
Notes on terms contemplated by and subject to the provisions of Article 17 of the Indenture. 
 ARTICLE 3 

Section 3.01 Except as specifically modified herein, the Indenture and the Notes are in all respects ratified and confirmed (mutatis
mutandis) and shall remain in full force and effect in accordance with their terms with all capitalized terms used herein without definition having the same respective meanings ascribed to them as in the Indenture. 

Section 3.02 Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be construed
to be assumed, by the Trustee by reason of this Supplemental Indenture. This Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions set forth in the Indenture with the same force and effect as if those
terms and conditions were repeated at length herein and made applicable to the Trustee with respect hereto. 







 Section 3.03 THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK. 
 Section 3.04 The parties may sign any number of copies of this Supplemental Indenture. Each
signed copy shall be an original, but all of such executed copies together shall represent the same agreement. 
 Section 3.05. The
recitals contained herein shall be taken as the statements of each of the Company and the undersigned Guarantors, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency
of this Supplemental Indenture. 
 [NEXT PAGE IS SIGNATURE PAGE] 







 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the
date first written above. 
  

			
	ON SEMICONDUCTOR CORPORATION
		
	By:	 	 /s/ Bernard Gutmann

	Name:	 	 Bernard Gutmann 

	Title:	 	 Executive Vice President, Chief Financial Officer and Treasurer

	
	APTINA (U.S.) INC.:
		
	By:	 	 /s/ Bernard Gutmann

	Name:	 	 Bernard Gutmann 

	Title:	 	 Vice President, Treasurer and Chief Financial Officer 

	
	APTINA, LLC:
		
	By:	 	APTINA (U.S.) INC., as Sole Member
		
	By:	 	 /s/ Bernard Gutmann

	Name:	 	 Bernard Gutmann 

	Title:	 	 Vice President, Treasurer and Chief Financial Officer 

	
	DEUTSCHE BANK TRUST COMPANY AMERICAS, AS TRUSTEE:
		
	By:	 	 /s/ Irina Golovashchuk

	Name:	 	Irina Golovashchuk
	Title:	 	Vice President
		
	By:	 	 /s/ Jeffrey Schoenfeld

	Name:	 	Jeffrey Schoenfeld
	Title:	 	Vice President


 Signature page to Second Supplemental Indenture to 2.625% Notes Indenture