EX-10.3



 Exhibit 10.3 

ASSUMPTION AGREEMENT (this “Assumption Agreement”), dated as of September 19, 2016, is made by FAIRCHILD SEMICONDUCTOR
INTERNATIONAL, INC., a Delaware corporation, FAIRCHILD SEMICONDUCTOR CORPORATION, a Delaware corporation, FAIRCHILD SEMICONDUCTOR CORPORATION OF CALIFORNIA, a Delaware corporation, GIANT HOLDINGS, INC., a Delaware corporation, FAIRCHILD
SEMICONDUCTOR WEST CORPORATION, a Delaware corporation, KOTA MICROCIRCUITS, INC., a Colorado corporation, SILICON PATENT HOLDINGS, a California corporation, GIANT SEMICONDUCTOR CORPORATION, a North Carolina corporation, MICRO-OHM CORPORATION, a
North Carolina corporation and FAIRCHILD ENERGY, LLC, a Maine limited liability company (collectively, the “Additional Grantors” and each individually, an “Additional Grantor”), in favor of DEUTSCHE BANK AG NEW YORK
BRANCH, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”), for the benefit of the Secured Parties (as defined in the Credit
Agreement referred to below). All capitalized terms not defined herein shall have the meaning ascribed to them in such Credit Agreement. 

RECITALS 
 A. WHEREAS, ON
Semiconductor Corporation, a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties thereto as lenders, and Deutsche Bank AG New York Branch, as the Collateral
Agent and the Administrative Agent, have entered into a Credit Agreement, dated as of April 15, 2016 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”); 

B. WHEREAS, in connection with the Credit Agreement, the Borrower and certain of its Restricted Subsidiaries (not including the Additional
Grantors) have entered into the Guarantee and Collateral Agreement, dated as of April 15, 2016 (as amended, supplemented or otherwise modified from time to time, the “Guarantee and Collateral Agreement”) in favor of the
Collateral Agent and the Administrative Agent for the benefit of the Secured Parties; 
 C. WHEREAS, Section 7.9 of the Credit
Agreement requires each Additional Grantor to become a party to the Guarantee and Collateral Agreement; and 
 D. WHEREAS, each Additional
Grantor has agreed to execute and deliver this Assumption Agreement in order to become a party to the Guarantee and Collateral Agreement; 

NOW, THEREFORE, IT IS AGREED: 

1. Collateral Agreement. By executing and delivering this Assumption Agreement, each Additional Grantor, as provided in
Section 8.14 of the Guarantee and Collateral Agreement, hereby becomes a party to the Guarantee and Collateral Agreement as a Grantor thereunder with the same force and effect as if originally named therein as a Grantor and, without limiting
the generality of the foregoing, hereby expressly guarantees the Secured Obligations as set forth in Section 2 thereof, grants the Collateral Agent, for the benefit of the Secured Parties, a security interest in all of its right, title and
interest in the Collateral (as defined in the Guarantee and Collateral Agreement) as collateral security for the complete payment and 







 
performance when due (whether at the stated maturity, by acceleration or otherwise) of all Secured Obligations as set forth in Section 3 thereof, and assumes all other obligations and
liabilities of a Grantor set forth therein. The information set forth in Annex I-A hereto is hereby added to the information set forth in Schedules 1 through 10 of the GCA Disclosure Letter. Each Additional Grantor hereby represents and
warrants that each of the representations and warranties contained in Section 4 of the Guarantee and Collateral Agreement is true and correct in all material respects as to such Additional Grantor on and as the date hereof (after giving effect
to this Assumption Agreement) as if made on and as of such date (except to the extent made on a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date). 

2. Financing Statements. Each Additional Grantor hereby authorizes the filing of any financing statements or continuation statements,
and amendments to financing statements, or any similar document in any jurisdiction within the United States and with any filing offices in such jurisdiction as the Collateral Agent may determine, in its sole discretion, are necessary or advisable
to perfect or otherwise protect the security interest granted to the Collateral Agent herein. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of collateral that
describes such property in any other manner as the Collateral Agent may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the Collateral granted to the Collateral Agent herein,
including describing such property as “all assets” or “all personal property” and may add thereto “whether now owned or hereafter acquired.” Each Additional Grantor hereby ratifies and authorizes the filing by the
Collateral Agent of any financing statement with respect to the Collateral made prior to the date hereof. 
 3. Intellectual Property
Filings. Each Additional Grantor hereby authorizes the Collateral Agent to execute and/or submit filings with the PTO or United States Copyright Office (or any successor office or any similar office in any state or political subdivision), as
applicable, including this Agreement, and, if applicable, a Copyright Security Agreement, a Patent Security Agreement, and/or a Trademark Security Agreement, or other comparable documents, and to take such other actions as may be required under
applicable Law for the purpose of perfecting, recording, confirming, continuing, enforcing or protecting the security interest granted by such Additional Grantor hereunder, without the signature of such Additional Grantor, naming such Additional
Grantor, as debtor, and the Collateral Agent, as secured party. 
 4. GOVERNING LAW. THIS ASSUMPTION AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. THE PROVISIONS OF SECTIONS 8.1, 8.2, 8.3, 8.4, 8.5, 8.7, 8.8, 8.9, 8.10, 8.12, 8.13
AND 8.16 OF THE GUARANTEE AND COLLATERAL AGREEMENT SHALL APPLY WITH LIKE EFFECT TO THIS ASSUMPTION AGREEMENT, AS FULLY AS IF SET FORTH AT LENGTH HEREIN. 

  
 2 








 IN WITNESS WHEREOF, each of the undersigned has caused this Assumption Agreement to be duly
executed and delivered as of the date first above written. 
  

					
	FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC., a Delaware corporation
		
	By:	 	 /s/ Bernard Gutmann

		 	Name:	 	Bernard Gutmann
		 	Title:	 	CFO, Sr. V.P. & Treasurer
	
	FAIRCHILD SEMICONDUCTOR CORPORATION, a Delaware Corporation
		
	By:	 	 /s/ Bernard Gutmann

		 	Name:	 	Bernard Gutmann
		 	Title:	 	CFO, Sr. V.P. & Treasurer
	
	FAIRCHILD SEMICONDUCTOR CORPORATION OF CALIFORNIA, a Delaware Corporation
		
	By:	 	 /s/ Bernard Gutmann

		 	Name:	 	Bernard Gutmann
		 	Title:	 	CFO, Sr. V.P. & Treasurer
	
	FAIRCHILD SEMICONDUCTOR WEST CORPORATION, a Delaware corporation
		
	By:	 	 /s/ Bernard Gutmann

		 	Name:	 	Bernard Gutmann
		 	Title:	 	CFO, Sr. V.P. & Treasurer
	
	GIANT HOLDINGS, INC., a Delaware corporation
		
	By:	 	 /s/ Bernard Gutmann

		 	Name:	 	Bernard Gutmann
		 	Title:	 	CFO, Sr. V.P. & Treasurer



  
 [Signature Page to
Assumption Agreement] 








 
					
	KOTA MICROCIRCUITS, INC., a Colorado corporation
		
	By:	 	 /s/ Bernard Gutmann

		 	Name:	 	Bernard Gutmann
		 	Title:	 	CFO, Sr. V.P. & Treasurer
	
	SILICON PATENT HOLDINGS, a California corporation
		
	By:	 	 /s/ Bernard Gutmann

		 	Name:	 	Bernard Gutmann
		 	Title:	 	CFO, Sr. V.P. & Treasurer
	
	GIANT SEMICONDUCTOR CORPORATION, a North Carolina corporation
		
	By:	 	 /s/ Bernard Gutmann

		 	Name:	 	Bernard Gutmann
		 	Title:	 	CFO, Sr. V.P. & Treasurer
	
	MICRO-OHM CORPORATION, a North Carolina corporation
		
	By:	 	 /s/ Bernard Gutmann

		 	Name:	 	Bernard Gutmann
		 	Title:	 	CFO, Sr. V.P. & Treasurer
	
	FAIRCHILD ENERGY, LLC, a Maine limited liability company
		
	By:	 	 /s/ Bernard Gutmann

		 	Name:	 	Bernard Gutmann
		 	Title:	 	CFO, Sr. V.P. & Treasurer



  
 [Signature Page to
Assumption Agreement] 









					
	Agreed and Accepted:
	
	 DEUTSCHE BANK AG NEW YORK BRANCH,

as Collateral Agent and Administrative Agent

		
	By:	 	 /s/ Anca Trifan

		 	Name:	 	Anca Trifan
		 	Title:	 	Managing Director
		
	By:	 	 /s/ Marcus M. Tarkington

		 	Name:	 	Markus M. Tarkington
		 	Title:	 	Director


  
 [Signature Page to
Assumption Agreement] 








 ANNEX I-A 

Schedule 1 

NOTICE ADDRESS FOR EACH GRANTOR 







 Schedule 2 

DESCRIPTION OF INVESTMENT PROPERTY 







 Schedule 3 

EXACT LEGAL NAME; LOCATION OF JURISDICTION OF ORGANIZATION; 

CHIEF EXECUTIVE OFFICE 







 Schedule 4 

FILINGS AND OTHER ACTIONS 

REQUIRED TO PERFECT SECURITY INTERESTS 







 Schedule 5 

LOCATIONS OF INVENTORY AND EQUIPMENT 







 Schedule 6 

INTELLECTUAL PROPERTY 







 Schedule 7 

LETTER-OF-CREDIT RIGHTS 







 Schedule 8 

COMMERCIAL TORT CLAIMS 







 Schedule 9 

TRADE NAMES 







 Schedule 10 

GOVERNMENT RECEIVABLES