EX-4.2



 Exhibit 4.2 
  

 
 ON SEMICONDUCTOR CORPORATION 

and 
 THE GUARANTORS NAMED HEREIN

  
  

2.625% CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2026, SERIES B 
  

 
 THIRD SUPPLEMENTAL INDENTURE 

AND AMENDMENT – GUARANTEE 

DATED AS OF November 21, 2016 
  

 
 DEUTSCHE BANK TRUST COMPANIES
AMERICAS, 
 Trustee 
  

 
  

 
  

 







 This THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 21, 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
	
	ON SEMICONDUCTOR (CHINA) HOLDING, LLC
		
	By	 	 /s/ Bernard Gutmann

	Name:	 	Bernard Gutmann
	Title:	 	Chief Financial Officer, Senior Vice-President and Treasurer
	
	FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.
		
	By	 	 /s/ Bernard Gutmann

	Name:	 	Bernard Gutmann
	Title:	 	Chief Financial Officer, Senior Vice-President and Treasurer
	
	FAIRCHILD SEMICONDUCTOR CORPORATION
		
	By	 	 /s/ Bernard Gutmann

	Name:	 	Bernard Gutmann
	Title:	 	Chief Financial Officer, Senior Vice-President and Treasurer
	
	FAIRCHILD SEMICONDUCTOR CORPORATION OF CALIFORNIA
		
	By	 	 /s/ Bernard Gutmann

	Name:	 	Bernard Gutmann
	Title:	 	Chief Financial Officer, Senior Vice-President and Treasurer



  
 Signature page to
Third Supplemental Indenture to 2.625% Notes Indenture 








 
			
	FAIRCHILD SEMICONDUCTOR WEST CORPORATION
		
	By	 	 /s/ Bernard Gutmann

	Name:	 	Bernard Gutmann
	Title:	 	Chief Financial Officer, Senior Vice-President and Treasurer
	
	GIANT HOLDINGS, INC.
		
	By	 	 /s/ Bernard Gutmann

	Name:	 	Bernard Gutmann
	Title:	 	Chief Financial Officer, Senior Vice-President and Treasurer
	
	KOTA MICROCIRCUITS, INC.
		
	By	 	 /s/ Bernard Gutmann

	Name:	 	Bernard Gutmann
	Title:	 	Chief Financial Officer, Senior Vice-President and Treasurer
	
	SILICON PATENT HOLDINGS
		
	By	 	 /s/ Bernard Gutmann

	Name:	 	Bernard Gutmann
	Title:	 	Chief Financial Officer, Senior Vice-President and Treasurer
	
	GIANT SEMICONDUCTOR CORPORATION
		
	By	 	 /s/ Bernard Gutmann

	Name:	 	Bernard Gutmann
	Title:	 	Chief Financial Officer, Senior Vice-President and Treasurer



  
 Signature page to
Third Supplemental Indenture to 2.625% Notes Indenture 








 
			
	MICRO-OHM CORPORATION:
		
	By	 	 /s/ Bernard Gutmann

	Name:	 	Bernard Gutmann
	Title:	 	Chief Financial Officer, Senior Vice-President and Treasurer
	
	FAIRCHILD ENERGY, LLC:
		
	By	 	 /s/ Bernard Gutmann

	Name:	 	Bernard Gutmann
	Title:	 	Chief Financial Officer, Senior Vice-President and Treasurer
	
	DEUTSCHE BANK TRUST COMPANY AMERICAS, AS TRUSTEE:
		
	By	 	 /s/ Irina Golovashchuk

	Name:	 	Irina Golovashchuk
	Title:	 	Vice President
		
	By	 	 /s/ Kathryn Fischer

	Name:	 	Kathryn Fischer
	Title:	 	Assistant Vice President



  
 Signature page to
Third Supplemental Indenture to 2.625% Notes Indenture