First Supplemental Indenture



 Exhibit 4.1 

ON SEMICONDUCTOR CORPORATION, 

the Note Guarantors listed herein 

and 
 Wells Fargo
Bank, N.A., 
 as Trustee 
  

 
 ZERO COUPON
CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2024, SERIES B 
 FIRST SUPPLEMENTAL INDENTURE 

 
  

Dated as of 

April 12, 2010 
  

 
  







 FIRST SUPPLEMENTAL INDENTURE, dated as of April 12, 2010 (the “First
Supplemental Indenture”) by and among ON Semiconductor Corporation, a Delaware corporation, having its principal office at 5005 E. McDowell Road, Phoenix, Arizona 85008 (hereinafter called the “Company”), and each of
Semiconductor Components Industries, LLC; SCG (Malaysia SMP) Holding Corporation; SCG (Czech) Holding Corporation; SCG (China) Holding Corporation; Semiconductor Components Industries Puerto Rico, Inc.; Semiconductor Components Industries of Rhode
Island, Inc.; SCG International Development LLC and Semiconductor Components Industries International of Rhode Island, Inc., as note guarantors (collectively, the “Note Guarantors”), and Wells Fargo Bank, N.A., as trustee (the
“Trustee”), to that certain Indenture, dated as of July 21, 2006, by and among the Company, the Note Guarantors and the Trustee (the “Original Indenture”). Capitalized terms used herein and not otherwise
defined will have the meanings given in the Original Indenture. 
 WHEREAS, the Company, the Note Guarantors and the Trustee
executed the Original Indenture to provide for the issuance by the Company of its Zero Coupon Convertible Senior Subordinated Notes Due 2024, Series B (the “Notes”) pursuant to the Original Indenture; 

WHEREAS, in accordance with Section 11.01(d) of the Original Indenture, the Company, when authorized by resolutions of the Board of
Directors, and the Trustee may, from time to time and at any time, enter into supplemental indentures to the Original Indenture without the consent of the holders of Notes to, among other things, add to the covenants of the Company such further
covenants, restrictions or conditions as the Board of Directors and the Trustee shall consider to be for the benefit of the holders of Notes; 

WHEREAS, the Company desires to amend and supplement the Original Indenture in accordance with the terms thereof; and 

WHEREAS, the Company has determined that the requirements of Article 11 of the Original Indenture have been satisfied and has requested
the Trustee to join with it in the execution and delivery of this First Supplemental Indenture; all requirements necessary to make this First Supplemental Indenture a valid instrument in accordance with its terms have been met; and the execution and
delivery hereof have been in all respects duly authorized by the Company and the Note Guarantors; 
 NOW, THEREFORE, for good
and valuable consideration, the sufficiency of which is hereby acknowledged, each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the holders of the Notes: 

1. Amendment to Article 5. The following sections are added at the end of Article 5 of the Original Indenture: 

SECTION 5.10. Non-exercise of Redemption of Notes. The Company hereby covenants and agrees that it shall not
exercise its right under Section 3.01 hereof to redeem any Notes prior to, but not including, April 15, 2012. 

SECTION 5.11. Covenant to Repurchase Notes at the Option of the Noteholder. Unless the Company has elected to
redeem all of the Notes in accordance with Section 3.01, in addition to its obligations in Article 3 hereof, the Company hereby covenants and agrees to 







 
purchase any Notes (in whole or in part), on April 15, 2012, at the option of each holder of Notes, for cash, at the Repurchase Price; provided however, that no Notes may be repurchased by
the Company pursuant to this Section 5.11 if the principal amount of the Notes has been accelerated and such acceleration has not been rescinded on or prior to April 15, 2012. Repurchases of Notes under this Section 5.11 shall be
made, at the option of the holder thereof, upon satisfaction of the conditions, in the manner prescribed, and subject to the terms and conditions set forth in Article 3 hereof and April 15, 2012 shall be deemed to be a new Repurchase Date for
purposes thereof. 
 2. Notation on Securities. (a) The Notes, on and after the date hereof, shall bear a notation
substantially to the following effect: 
 “THE TERMS OF THIS SECURITY HAVE BEEN AMENDED TO THE EXTENT PROVIDED IN THE FIRST
SUPPLEMENTAL INDENTURE, DATED AS OF APRIL 12, 2010, BETWEEN THE COMPANY, EACH OF THE NOTE GUARANTORS AND THE TRUSTEE. 
 THIS
NOTE MAY HAVE BEEN ISSUED WITH “ORIGINAL ISSUE DISCOUNT” WITHIN THE MEANING OF SECTION 1272, ET SEQ. OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. UPON WRITTEN REQUEST, THE ISSUER WILL PROMPTLY PROVIDE TO ANY HOLDER OF THE NOTE
INFORMATION REGARDING (1) THE ISSUE PRICE AND ISSUE DATE OF THE NOTE, (2) THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THE NOTE AND (3) THE YIELD TO MATURITY OF THE NOTE. SUCH REQUEST SHOULD BE SENT TO KEN RIZVI AT THE COMPANY AT
(602) 244-5374.” 
 (b) The Trustee hereby agrees to cause the Notes to bear the above notation. 

3. Execution of Supplemental Indenture. This First Supplemental Indenture is executed and shall be construed as an indenture
supplemental to the Original Indenture and forms a part thereof. The Original Indenture, as supplemented and amended by this First Supplemental Indenture, is in all respects hereby adopted, ratified and confirmed. 

4. Trust Indenture Act Controls. If any provision hereof limits, qualifies or conflicts with another provision which is required
to be included in an indenture qualified under the Trust Indenture Act, such required provision shall control. 
 5.
Governing Law. This First Supplemental Indenture shall be deemed to be a contract made under the laws of the State of New York, and for all purposes shall be construed in accordance with the laws of the State of New York, without regard to
conflicts of laws principles thereof. 
 6. Execution In Counterparts. This First Supplemental Indenture may be executed
in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. 







 7. Severability. In case any provision in this First Supplemental Indenture shall be
invalid, illegal or unenforceable, then (to the extent permitted by law) the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 







 IN WITNESS WHEREOF, the undersigned, being duly authorized, have executed this First
Supplemental Indenture as of the date first above written. 
  

			
	COMPANY:
	
	ON SEMICONDUCTOR CORPORATION
		
	By:	 	 /s/ DONALD A. COLVIN

		 	Donald A. Colvin
		 	Chief Financial Officer and Treasurer
	
	TRUSTEE:
	
	WELLS FARGO BANK, N.A., as Trustee
		
	By:	 	 /s/ MARTIN REED

	Name:	 	Martin Reed
	Title:	 	Vice President










			
	NOTE GUARANTORS:
	
	SEMICONDUCTOR COMPONENTS INDUSTRIES, LLC
		
	By:	 	 /s/ DONALD A. COLVIN

		 	Donald A. Colvin
		 	Chief Financial Officer and Treasurer
	
	SCG (MALAYSIA SMP) HOLDING CORPORATION
		
	By:	 	 /s/ DONALD A. COLVIN

		 	Donald A. Colvin
		 	Chief Financial Officer and Treasurer
	
	SCG (CZECH) HOLDING CORPORATION
		
	By:	 	 /s/ DONALD A. COLVIN

		 	Donald A. Colvin
		 	Chief Financial Officer and Treasurer
	
	SCG (CHINA) HOLDING CORPORATION
		
	By:	 	 /s/ DONALD A. COLVIN

		 	Donald A. Colvin
		 	Chief Financial Officer and Treasurer
	
	 SEMICONDUCTOR COMPONENTS

INDUSTRIES PUERTO RICO, INC.

		
	By:	 	 /s/ DONALD A. COLVIN

		 	Donald A. Colvin
		 	Chief Financial Officer and Treasurer










			
	 SEMICONDUCTOR COMPONENTS

INDUSTRIES OF RHODE ISLAND, INC.

		
	By:	 	 /s/ DONALD A. COLVIN

		 	Donald A. Colvin
		 	Chief Financial Officer and Treasurer
	
	SCG INTERNATIONAL DEVELOPMENT LLC
		
	By:	 	 /s/ DONALD A. COLVIN

		 	Donald A. Colvin
		 	Chief Financial Officer and Treasurer
	
	 SEMICONDUCTOR COMPONENTS

INDUSTRIES INTERNATIONAL OF RHODE
 ISLAND, INC.


		
	By:	 	 /s/ DONALD A. COLVIN

		 	Donald A. Colvin
		 	Chief Financial Officer and Treasurer