EX-4.1



 Exhibit 4.1
  

 
 ON SEMICONDUCTOR CORPORATION 

and 
 THE GUARANTORS NAMED HEREIN

  
  

1.00% CONVERTIBLE SENIOR NOTES DUE 2020 
  

 
 THIRD SUPPLEMENTAL INDENTURE 

AND AMENDMENT – GUARANTEE 

DATED AS OF November 21, 2016 
  

 
 WELLS FARGO BANK, NATIONAL
ASSOCIATION, 
 Trustee 
  

 
  

 
  

 







 This SECOND 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 Wells Fargo Bank, National
Association, a national banking association, as Trustee. 
 RECITALS 

WHEREAS, the Company, the initial Guarantors and the Trustee entered into an Indenture, dated as of June 8, 2015 (the “Indenture”),
pursuant to which the Company has issued $690,000,000 in principal amount of 1.00% Convertible Senior Notes due 2020 (the “Notes”); and 

WHEREAS, Section 10.01(c) of the Indenture provides that the Company, the Guarantors and the Trustee may amend or supplement the Indenture in
order to add Guarantors with respect to the Notes, without the consent of the Holders; 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 Holders 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 13 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. 
 [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
	
	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
	
	FAIRCHILD SEMICONDUCTOR WEST CORPORATION
		
	By	 	 /s/ Bernard Gutmann

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



  
 Signature page to
Third Supplemental Indenture to 1.00% Notes Indenture 









			
	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
	
	MICRO-OHM CORPORATION
		
	By	 	 /s/ Bernard Gutmann

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



  
 Signature page to
Third Supplemental Indenture to 1.00% Notes Indenture 








 
			
	FAIRCHILD ENERGY, LLC
		
	By	 	 /s/ Bernard Gutmann

	Name:	 	Bernard Gutmann
	Title:	 	Chief Financial Officer, Senior Vice-President and Treasurer
	
	WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE
		
	By	 	 /s/ Michael Tu

	Name:	 	Michael Tu
	Title:	 	Assistant Vice President



  
 Signature page to
Third Supplemental Indenture to 1.00% Notes Indenture