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                                                                   Exhibit 10.37



                                                                  EXECUTION COPY

                                            PLEDGE AGREEMENT dated as of August
                                    4, 1999, among SEMICONDUCTOR COMPONENTS
                                    INDUSTRIES, LLC, a Delaware limited
                                    liability company (the "Borrower"), SCG
                                    HOLDING CORPORATION, a Delaware corporation
                                    ("Holdings"), each subsidiary of Holdings
                                    listed on Schedule I hereto (each such
                                    subsidiary individually a "Subsidiary
                                    Pledgor" and collectively, the "Subsidiary
                                    Pledgors"; the Borrower, Holdings and the
                                    Subsidiary Pledgors are referred to herein
                                    individually as a "Pledgor" and collectively
                                    as the "Pledgors") and THE CHASE MANHATTAN
                                    BANK, a New York banking corporation
                                    ("Chase"), as collateral agent (in such
                                    capacity, the "Collateral Agent ") for the
                                    Secured Parties (as defined in the Security
                                    Agreement).


         Reference is made to (a) the Credit Agreement dated as of August 4,
1999 (as amended, supplemented or otherwise modified from time to time, the
"Credit Agreement"), among the Borrower, Holdings, the lenders from time to time
party thereto (the "Lenders"), Chase, as administrative agent for the Lenders
(in such capacity, the "Administrative Agent"), and Credit Lyonnais New York
Branch, DLJ Capital Funding, Inc. and Lehman Commercial Paper Inc., as
co-documentation agents, and (b) the Guarantee Agreement dated as of August 4,
1999 (as amended, supplemented or otherwise modified from time to time, the
"Guarantee Agreement") among Holdings, the Subsidiary Pledgors and the
Collateral Agent. Capitalized terms used herein and not defined herein shall
have meanings assigned to such terms in the Credit Agreement.

      The Lenders have agreed to make Loans to the Borrower, and the Issuing
Bank has agreed to issue Letters of Credit for the account of the Borrower,
pursuant to, and upon the terms and subject to the conditions specified in, the
Credit Agreement. The Pledgors have agreed to guarantee, among other things, all
the obligations of the Borrower under the Credit Agreement. The obligations of
the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit are
conditioned upon, among other things, the execution and delivery by the Pledgors
of a Pledge Agreement in the form hereof to secure (a) the due and punctual
payment of (i) the principal of and premium, if any, and interest (including
interest accruing during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or
allowable in such proceeding) on the Loans, when and as due, whether at
maturity, by acceleration, upon one or more dates set for prepayment or
otherwise, (ii) each payment required to be made by the Borrower under the
Credit Agreement in respect of any Letter of Credit, when and as due, including
payments in respect of reimbursement of disbursements made by the Issuing Bank
with respect thereto, interest thereon and obligations to provide under certain
circumstances, cash collateral in connection therewith and (iii) all other
monetary obligations, including fees, costs, expenses and indemnities, whether
primary, secondary, direct, contingent, fixed or otherwise (including monetary
obligations incurred during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or
allowable in such proceeding), of the Loan Parties to the Secured Parties under
the Credit Agreement and the other Loan Documents, (b) the due and punctual
performance of all covenants, agreements, obligations and liabilities of the
Loan Parties under or pursuant to the Credit Agreement and the other Loan
Documents, (c) unless otherwise agreed to in writing by the applicable Lender
party thereto, the due and punctual payment and performance of all obligations
of the Borrower or any other Loan Party, monetary or otherwise, under each
Hedging Agreement

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entered into with a counterparty that was a Lender (or an Affiliate of a Lender)
at the time such Hedging Agreement was entered into and (d) the due and punctual
payment and performance of all obligations in respect of overdrafts and related
liabilities owed to the Administrative Agent or any of its Affiliates and
arising from treasury, depositary and cash management services in connection
with any automated clearing house transfers of funds (all the monetary and other
obligations referred to in the preceding clauses (a) through (d) being referred
to collectively as the "Obligations").

      Accordingly, the Pledgors and the Collateral Agent, on behalf of itself
and each Secured Party (and each of their respective successors or assigns),
hereby agree as follows:

      SECTION 1. Pledge. As security for the payment and performance, as the
case may be, in full of the Obligations, each Pledgor hereby pledges and grants
to the Collateral Agent, its successors and assigns, and hereby grants to the
Collateral Agent, its successors and assigns, for the ratable benefit of the
Secured Parties, a security interest in all of such Pledgor's right, title and
interest in, to and under (a) the Equity Interests owned by it which are listed
on Schedule II hereto and any Equity Interests obtained in the future by such
Pledgor and the certificates representing all such Equity Interests (the
"Pledged Interests"); provided that (i) the Pledged Interests shall not include
more than 65% of the issued and outstanding voting stock of any Foreign
Subsidiary, (ii) the Pledged Interests shall not include any Equity Interests in
any Foreign Joint Venture Company to the extent that such a Pledge is prohibited
by the constitutive documents of such Foreign Joint Venture Company or (iii) to
the extent that applicable law requires that a Subsidiary of such Pledgor issue
directors' qualifying shares, such qualifying shares; (b)(i) the debt securities
owned by it which are listed opposite the name of such Pledgor on Schedule II
hereto, (ii) any debt securities in the future issued to such Pledgor and (iii)
the promissory notes and any other instruments evidencing such debt securities
(the "Pledged Debt Securities"); (c) all other property that may be delivered to
and held by the Collateral Agent pursuant to the terms hereof; (d) subject to
Section 5, all payments of principal or interest, dividends, cash, instruments
and other property from time to time received, receivable or otherwise
distributed, in respect of, in exchange for or upon the conversion of the
securities referred to in clauses (a) and (b) above; (e) subject to Section 5,
all rights and privileges of such Pledgor with respect to the securities and
other property referred to in clauses (a), (b), (c) and (d) above; and (f) all
proceeds of any of the foregoing (the items referred to in clauses (a) through
(f) above being collectively referred to as the "Collateral"). Upon delivery to
the Collateral Agent, (a) any Pledged Interests, any Pledged Debt Securities or
any stock certificates, notes or other securities now or hereafter included in
the Collateral (the "Pledged Securities") shall be accompanied by stock powers
duly executed in blank or other instruments of transfer satisfactory to the
Collateral Agent and by such other instruments and documents as the Collateral
Agent may reasonably request and (b) all other property comprising part of the
Collateral shall be accompanied by proper instruments of assignment duly
executed by the applicable Pledgor and such other instruments or documents as
the Collateral Agent may reasonably request. Each delivery of Pledged Securities
shall be accompanied by a schedule describing the securities theretofore and
then being pledged hereunder, which schedule shall be attached hereto as
Schedule II and made a part hereof. Each schedule so delivered shall supersede
any prior schedules so delivered.

      TO HAVE AND TO HOLD the Collateral, together with all right, title,
interest, powers, privileges and preferences pertaining or incidental thereto,
unto the Collateral Agent, its successors and assigns, for the ratable benefit
of the Secured Parties, forever; subject, however, to the terms, covenants and
conditions hereinafter set forth.

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      SECTION 2. Delivery of the Collateral. (a) Each Pledgor agrees promptly to
deliver or cause to be delivered to the Collateral Agent any and all Pledged
Securities, and any and all certificates or other instruments or documents
representing the Collateral.

      (b) Each Pledgor will cause any Indebtedness for borrowed money owed to
the Pledgor by any Person to be evidenced by a duly executed promissory note
that is pledged and delivered to the Collateral Agent pursuant to the terms
thereof.

      SECTION 3. Representations, Warranties and Covenants. Each Pledgor hereby
represents, warrants and covenants, as to itself and the Collateral pledged by
it hereunder, to and with the Collateral Agent that:

         (a) the Pledged Interests represent that percentage as set forth on
      Schedule II of the issued and outstanding shares of each class of the
      Equity Interests of the issuer with respect thereto;

         (b) except for the security interest granted hereunder, such Pledgor
      (i) is and will at all times continue to be the direct owner, beneficially
      and of record, of the Pledged Securities indicated on Schedule II, (ii)
      holds the same free and clear of all Liens, (iii) will make no assignment,
      pledge, hypothecation or transfer of, or create or permit to exist any
      security interest in or other Lien on, the Collateral, other than pursuant
      hereto, and (iv) subject to Section 5, will cause any and all Collateral,
      whether for value paid by such Pledgor or otherwise, to be forthwith
      deposited with the Collateral Agent and pledged or assigned hereunder;

         (c) such Pledgor (i) has the power and authority to pledge the
      Collateral in the manner hereby done or contemplated and (ii) will defend
      its title or interest thereto or therein against any and all Liens (other
      than the Lien created by this Agreement), however arising, of all Persons
      whomsoever;

         (d) no consent of any other Person (including stockholders or creditors
      of any Pledgor) and no consent or approval of any Governmental Authority
      or any securities exchange was or is necessary to the validity of the
      pledge effected hereby;

         (e) by virtue of the execution and delivery by the Pledgors of this
      Agreement, when the Pledged Securities, certificates or other documents
      representing or evidencing the Collateral are delivered to the Collateral
      Agent in accordance with this Agreement, the Collateral Agent will have a
      valid and perfected first lien upon and security interest in such Pledged
      Securities as security for the payment and performance of the Obligations;

         (f) the pledge effected hereby is effective to vest in the Collateral
      Agent, on behalf of the Secured Parties, the rights of the Collateral
      Agent in the Collateral as set forth herein;

         (g) all of the Pledged Interests have been duly authorized and validly
      issued and are fully paid and nonassessable;

         (h) all information set forth herein relating to the Pledged Interests
      is accurate and complete in all material respects as of the date hereof;
      and

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         (i) the pledge of the Pledged Interests pursuant to this Agreement does
      not violate Regulation T, U or X of the Federal Reserve Board or any
      successor thereto as of the date hereof.

      SECTION 4. Registration in Nominee Name; Denominations. The Collateral
Agent, on behalf of the Secured Parties, shall have the right (in its sole and
absolute discretion) to hold the Pledged Securities in its own name as pledgee,
the name of its nominee (as pledgee or as sub-agent) or the name of the
Pledgors, endorsed or assigned in blank or in favor of the Collateral Agent.
Each Pledgor will promptly give to the Collateral Agent copies of any notices or
other communications received by it with respect to Pledged Securities
registered in the name of such Pledgor. The Collateral Agent shall at all times
have the right to exchange the certificates representing Pledged Securities for
certificates of smaller or larger denominations for any purpose consistent with
this Agreement.

      SECTION 5. Voting Rights; Dividends and Interest, etc. (a) Unless and
until an Event of Default shall have occurred and be continuing:

         (i) Each Pledgor shall be entitled to exercise any and all voting
      and/or other consensual rights and powers inuring to an owner of Pledged
      Securities or any part thereof for any purpose consistent with the terms
      of this Agreement, the Credit Agreement and the other Loan Documents;
      provided, however, that such Pledgor will not be entitled to exercise any
      such right if the result thereof could materially and adversely affect the
      rights inuring to a holder of the Pledged Securities or the rights and
      remedies of any of the Secured Parties under this Agreement or the Credit
      Agreement or any other Loan Document or the ability of the Secured Parties
      to exercise the same.

         (ii) The Collateral Agent shall execute and deliver to each Pledgor, or
      cause to be executed and delivered to each Pledgor, all such proxies,
      powers of attorney and other instruments as such Pledgor may reasonably
      request for the purpose of enabling such Pledgor to exercise the voting
      and/or consensual rights and powers it is entitled to exercise pursuant to
      subparagraph (i) above and to receive the cash dividends it is entitled to
      receive pursuant to subparagraph (iii) below.

         (iii) Each Pledgor shall be entitled to receive and retain any and all
      cash dividends, interest and principal paid on the Pledged Securities to
      the extent and only to the extent that such cash dividends, interest and
      principal are permitted by, and otherwise paid in accordance with, the
      terms and conditions of the Credit Agreement, the other Loan Documents and
      applicable laws. All noncash dividends, interest and principal, and all
      dividends, interest and principal paid or payable in cash or otherwise in
      connection with a partial or total liquidation or dissolution, return of
      capital, capital surplus or paid-in surplus, and all other distributions
      (other than distributions referred to in the preceding sentence) made on
      or in respect of the Pledged Securities, whether paid or payable in cash
      or otherwise, whether resulting from a subdivision, combination or
      reclassification of the outstanding capital stock of the issuer of any
      Pledged Securities or received in exchange for Pledged Securities or any
      part thereof, or in redemption thereof, or as a result of any merger,
      consolidation, acquisition or other exchange of assets to which such
      issuer may be a party or otherwise, shall be and become part of the
      Collateral, and, if received by any Pledgor, shall not be commingled by
      such Pledgor with any of its other funds or property but shall be held
      separate and apart therefrom, shall be held in trust for the benefit of
      the Collateral Agent and shall be forthwith

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      delivered to the Collateral Agent in the same form as so received (with
      any necessary endorsement).

      (b) Upon the occurrence and during the continuance of an Event of Default,
all rights of any Pledgor to dividends, interest or principal that such Pledgor
is authorized to receive pursuant to paragraph (a)(iii) above shall cease, and
all such rights shall thereupon become vested in the Collateral Agent, which
shall subject to the provisions of this paragraph (b) have the sole and
exclusive right and authority to receive and retain such dividends, interest or
principal. All dividends, interest or principal received by the Pledgor contrary
to the provisions of this Section 5 shall be held in trust for the benefit of
the Collateral Agent, shall be segregated from other property or funds of such
Pledgor and shall be forthwith delivered to the Collateral Agent upon demand in
the same form as so received (with any necessary endorsement). Any and all money
and other property paid over to or received by the Collateral Agent pursuant to
the provisions of this paragraph (b) shall be retained by the Collateral Agent
in an account to be established by the Collateral Agent upon receipt of such
money or other property and shall be applied in accordance with the provisions
of Section 7. After all Events of Default have been cured or waived, the
Collateral Agent shall promptly repay to each Pledgor all cash dividends,
interest or principal (without interest), that such Pledgor would otherwise be
permitted to retain pursuant to the terms of paragraph (a)(iii) above and which
remain in such account.

      (c) Upon the occurrence and during the continuance of an Event of Default,
all rights of any Pledgor to exercise the voting and consensual rights and
powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section
5, and the obligations of the Collateral Agent under paragraph (a)(ii) of this
Section 5, shall cease, and all such rights shall thereupon become vested in the
Collateral Agent, which shall have the sole and exclusive right and authority to
exercise such voting and consensual rights and powers, provided that, unless
otherwise directed by the Required Lenders, the Collateral Agent shall have the
right from time to time following and during the continuance of an Event of
Default to permit the Pledgors to exercise such rights. After all Events of
Default have been cured or waived, each Pledgor will have the right to exercise
the voting and consensual rights and powers that it would otherwise be entitled
to exercise pursuant to the terms of paragraph (a)(i) above.

      SECTION 6. Remedies upon Default. Upon the occurrence and during the
continuance of an Event of Default, subject to applicable regulatory and legal
requirements, the Collateral Agent may sell the Collateral, or any part thereof,
at public or private sale or at any broker's board or on any securities
exchange, for cash, upon credit or for future delivery as the Collateral Agent
shall deem appropriate. The Collateral Agent shall be authorized at any such
sale (if it deems it advisable to do so) to restrict the prospective bidders or
purchasers to Persons who will represent and agree that they are purchasing the
Collateral for their own account for investment and not with a view to the
distribution or sale thereof, and upon consummation of any such sale the
Collateral Agent shall have the right to assign, transfer and deliver to the
purchaser or purchasers thereof the Collateral so sold. Each such purchaser at
any such sale shall hold the property sold absolutely free from any claim or
right on the part of any Pledgor, and, to the extent permitted by applicable
law, the Pledgors hereby waive all rights of redemption, stay, valuation and
appraisal any Pledgor now has or may at any time in the future have under any
rule of law or statute now existing or hereafter enacted.

      The Collateral Agent shall give a Pledgor 10 days' prior written notice
(which each Pledgor agrees is reasonable notice within the meaning of Section
9-504(3) of the Uniform Commercial Code as in effect in the State of New York or
its equivalent in other jurisdictions) of the

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Collateral Agent's intention to make any sale of such Pledgor's Collateral. Such
notice, in the case of a public sale, shall state the time and place for such
sale and, in the case of a sale at a broker's board or on a securities exchange,
shall state the board or exchange at which such sale is to be made and the day
on which the Collateral, or portion thereof, will first be offered for sale at
such board or exchange. Any such public sale shall be held at such time or times
within ordinary business hours and at such place or places as the Collateral
Agent may fix and state in the notice of such sale. At any such sale, the
Collateral, or portion thereof, to be sold may be sold in one lot as an entirety
or in separate parcels, as the Collateral Agent may (in its sole and absolute
discretion) determine. The Collateral Agent shall not be obligated to make any
sale of any Collateral if it shall determine not to do so, regardless of the
fact that notice of sale of such Collateral shall have been given. The
Collateral Agent may, without notice or publication, adjourn any public or
private sale or cause the same to be adjourned from time to time by announcement
at the time and place fixed for sale, and such sale may, without further notice,
be made at the time and place to which the same was so adjourned. In case any
sale of all or any part of the Collateral is made on credit or for future
delivery, the Collateral so sold may be retained by the Collateral Agent until
the sale price is paid in full by the purchaser or purchasers thereof, but the
Collateral Agent shall not incur any liability in case any such purchaser or
purchasers shall fail to take up and pay for the Collateral so sold and, in case
of any such failure, such Collateral may be sold again upon like notice. At any
public (or, to the extent permitted by applicable law, private) sale made
pursuant to this Section 6, any Secured Party may bid for or purchase, free from
any right of redemption, stay or appraisal on the part of any Pledgor (all said
rights being also hereby waived and released), the Collateral or any part
thereof offered for sale and may make payment on account thereof by using any
Obligation then due and payable to it from such Pledgor as a credit against the
purchase price, and it may, upon compliance with the terms of sale, hold, retain
and dispose of such property without further accountability to such Pledgor
therefor. For purposes hereof, (a) a written agreement to purchase the
Collateral or any portion thereof shall be treated as a sale thereof, (b) the
Collateral Agent shall be free to carry out such sale pursuant to such agreement
and (c) such Pledgor shall not be entitled to the return of the Collateral or
any portion thereof subject thereto, notwithstanding the fact that after the
Collateral Agent shall have entered into such an agreement all Events of Default
shall have been remedied and the Obligations paid in full. As an alternative to
exercising the power of sale herein conferred upon it, the Collateral Agent may
proceed by a suit or suits at law or in equity to foreclose upon the Collateral
and to sell the Collateral or any portion thereof pursuant to a judgment or
decree of a court or courts having competent jurisdiction or pursuant to a
proceeding by a court-appointed receiver.

      SECTION 7. Application of Proceeds of Sale. The Collateral Agent shall
apply the proceeds of any collection or sale of the Collateral, as well as any
Collateral consisting of cash, as follows:

         FIRST, to the payment of all costs and expenses incurred by the
      Administrative Agent or the Collateral Agent (in its capacity as such
      hereunder or under any other Loan Document) in connection with such
      collection or sale or otherwise in connection with this Agreement or any
      of the Obligations, including all court costs and the reasonable fees and
      expenses of its agents and legal counsel, the repayment of all advances
      made by the Collateral Agent hereunder or under any other Loan Document on
      behalf of any Pledgor and any other costs or expenses incurred in
      connection with the exercise of any right or remedy hereunder or under any
      other Loan Document;

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         SECOND, to the payment in full of the Obligations (the amounts so
      applied to be distributed among the Secured Parties pro rata in accordance
      with the amounts of the Obligations owed to them on the date of any such
      distribution); and

         THIRD, to the Pledgors, their successors or assigns, or as a court of
      competent jurisdiction may otherwise direct.

      The Collateral Agent shall have absolute discretion as to the time of
application of any such proceeds, moneys or balances in accordance with this
Agreement. Upon any sale of the Collateral by the Collateral Agent (including
pursuant to a power of sale granted by statute or under a judicial proceeding),
the receipt of the purchase money by the Collateral Agent or of the officer
making the sale shall be a sufficient discharge to the purchaser or purchasers
of the Collateral so sold and such purchaser or purchasers shall not be
obligated to see to the application of any part of the purchase money paid over
to the Collateral Agent or such officer or be answerable in any way for the
misapplication thereof.

      SECTION 8. Reimbursement of Collateral Agent. (a) Each Pledgor agrees to
pay upon demand to the Collateral Agent the amount of any and all reasonable
expenses, including the reasonable fees, other charges and disbursements of its
counsel and of any experts or agents, that the Collateral Agent may incur in
connection with (i) the administration of this Agreement, (ii) the custody or
preservation of, or the sale of, collection from, or other realization upon, any
of the Collateral, (iii) the exercise or enforcement of any of the rights of the
Collateral Agent hereunder or (iv) the failure by such Pledgor to perform or
observe any of the provisions hereof.

      (b) Without limitation of its indemnification obligations under the other
Loan Documents, each Pledgor agrees to indemnify the Collateral Agent and the
Indemnitees (as defined in Section 9.03 of the Credit Agreement) against, and
hold each Indemnitee harmless from, any and all losses, claims, damages,
liabilities and related expenses, including reasonable counsel fees, other
charges and disbursements, incurred by or asserted against any Indemnitee
arising out of, in any way connected with, or as a result of (i) the execution
or delivery of this Agreement or any other Loan Document or any agreement or
instrument contemplated hereby or thereby, the performance by the parties hereto
of their respective obligations thereunder or the consummation of the other
transactions contemplated thereby or (ii) any claim, litigation, investigation
or proceeding relating to any of the foregoing, whether or not any Indemnitee is
a party thereto, provided that such indemnity shall not, as to any Indemnitee,
be available to the extent that such losses, claims, damages, liabilities or
related expenses are determined by a court of competent jurisdiction by final
and nonappealable judgment to have resulted from the gross negligence or wilful
misconduct of such Indemnitee.

      (c) Any amounts payable as provided hereunder shall be additional
Obligations secured hereby and by the other Security Documents. The provisions
of this Section 8 shall remain operative and in full force and effect regardless
of the termination of this Agreement, the consummation of the transactions
contemplated hereby, the repayment of any of the Obligations, the invalidity or
unenforceability of any term or provision of this Agreement or any other Loan
Document or any investigation made by or on behalf of the Collateral Agent or
any other Secured Party. All amounts due under this Section 8 shall be payable
on written demand therefor and shall bear interest at the rate specified in
Section 2.13(c) of the Credit Agreement.

      SECTION 9. Collateral Agent Appointed Attorney-in-Fact. Each Pledgor
hereby appoints the Collateral Agent the attorney-in-fact of such Pledgor for
the purpose of carrying out the

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provisions of this Agreement and taking any action and executing any instrument
that the Collateral Agent may deem necessary or advisable to accomplish the
purposes hereof, which appointment is irrevocable and coupled with an interest.
Without limiting the generality of the foregoing, the Collateral Agent shall
have the right, upon the occurrence and during the continuance of an Event of
Default, with full power of substitution either in the Collateral Agent's name
or in the name of such Pledgor, to ask for, demand, sue for, collect, receive
and give acquittance for any and all moneys due or to become due under and by
virtue of any Collateral, to endorse checks, drafts, orders and other
instruments for the payment of money payable to the Pledgor representing any
interest or dividend or other distribution payable in respect of the Collateral
or any part thereof or on account thereof and to give full discharge for the
same, to settle, compromise, prosecute or defend any action, claim or proceeding
with respect thereto, and to sell, assign, endorse, pledge, transfer and to make
any agreement respecting, or otherwise deal with, the same; provided, however,
that nothing herein contained shall be construed as requiring or obligating the
Collateral Agent to make any commitment or to make any inquiry as to the nature
or sufficiency of any payment received by the Collateral Agent, or to present or
file any claim or notice, or to take any action with respect to the Collateral
or any part thereof or the moneys due or to become due in respect thereof or any
property covered thereby. The Collateral Agent and the other Secured Parties
shall be accountable only for amounts actually received as a result of the
exercise of the powers granted to them herein, and neither they nor their
officers, directors, employees or agents shall be responsible to any Pledgor for
any act or failure to act hereunder, except for their own gross negligence or
wilful misconduct.

      SECTION 10. Waivers; Amendment. (a) No failure or delay of the Collateral
Agent in exercising any power or right hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right or power, or
any abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power. The rights and remedies of the Collateral Agent hereunder and of
the other Secured Parties under the other Loan Documents are cumulative and are
not exclusive of any rights or remedies that they would otherwise have. No
waiver of any provisions of this Agreement or consent to any departure by any
Pledgor therefrom shall in any event be effective unless the same shall be
permitted by paragraph (b) below, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which given. No
notice or demand on any Pledgor in any case shall entitle such Pledgor to any
other or further notice or demand in similar or other circumstances.

      (b) Neither this Agreement nor any provision hereof may be waived, amended
or modified except pursuant to a written agreement entered into between the
Collateral Agent and the Pledgor or Pledgors with respect to which such waiver,
amendment or modification is to apply, subject to any consent required in
accordance with Section 9.02 of the Credit Agreement.

      SECTION 11. Securities Act, etc. In view of the position of the Pledgors
in relation to the Pledged Securities, or because of other current or future
circumstances, a question may arise under the Securities Act of 1933, as now or
hereafter in effect, or any similar statute hereafter enacted analogous in
purpose or effect (such Act and any such similar statute as from time to time in
effect being called the "Federal Securities Laws") with respect to any
disposition of the Pledged Securities permitted hereunder. Each Pledgor
understands that compliance with the Federal Securities Laws might very strictly
limit the course of conduct of the Collateral Agent if the Collateral Agent were
to attempt to dispose of all or any part of the Pledged Securities, and might
also limit the extent to which or the manner in which any subsequent transferee
of any Pledged Securities could dispose of the same. Similarly, there may be
other legal restrictions or

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limitations affecting the Collateral Agent in any attempt to dispose of all or
part of the Pledged Securities under applicable Blue Sky or other state
securities laws or similar laws analogous in purpose or effect. Each Pledgor
recognizes that in light of such restrictions and limitations the Collateral
Agent may, with respect to any sale of the Pledged Securities, limit the
purchasers to those who will agree, among other things, to acquire such Pledged
Securities for their own account, for investment, and not with a view to the
distribution or resale thereof. Each Pledgor acknowledges and agrees that in
light of such restrictions and limitations, the Collateral Agent, in its sole
and absolute discretion, (a) may proceed to make such a sale whether or not a
registration statement for the purpose of registering such Pledged Securities or
part thereof shall have been filed under the Federal Securities Laws and (b) may
approach and negotiate with a single potential purchaser to effect such sale, in
either case in accordance with a valid exemption from registration under the
Federal Securities Laws. Each Pledgor acknowledges and agrees that any such sale
might result in prices and other terms less favorable to the seller than if such
sale were a public sale without such restrictions. In the event of any such
sale, the Collateral Agent shall incur no responsibility or liability for
selling all or any part of the Pledged Securities at a price that the Collateral
Agent, in its sole and absolute discretion, may in good faith deem reasonable
under the circumstances, notwithstanding the possibility that a substantially
higher price might have been realized if the sale were deferred until after
registration as aforesaid or if more than a single purchaser were approached.
The provisions of this Section 11 will apply notwithstanding the existence of a
public or private market upon which the quotations or sales prices may exceed
substantially the price at which the Collateral Agent sells.

      SECTION 12. Registration, etc. Each Pledgor agrees that, upon the
occurrence and during the continuance of an Event of Default, if for any reason
the Collateral Agent desires to sell any of the Pledged Securities at a public
sale, it will, at any time and from time to time, upon the written request of
the Collateral Agent, use its reasonable best efforts to take or to cause the
issuer of such Pledged Securities to take such action and prepare, distribute
and/or file such documents, as are required or advisable in the reasonable
opinion of counsel for the Collateral Agent to permit the public sale of such
Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold
harmless the Collateral Agent, each other Secured Party, any underwriter and
their respective officers, directors, affiliates and controlling Persons from
and against all loss, liability, expenses, costs of counsel (including, without
limitation, reasonable fees and expenses to the Collateral Agent of legal
counsel), and claims (including the costs of investigation) that they may incur
insofar as such loss, liability, expense or claim arises out of or is based upon
any alleged untrue statement of a material fact contained in any prospectus (or
any amendment or supplement thereto) or in any notification or offering
circular, or arises out of or is based upon any alleged omission to state a
material fact required to be stated therein or necessary to make the statements
in any thereof not misleading, except insofar as the same may have been caused
by any untrue statement or omission based upon information furnished in writing
to such Pledgor or the issuer of such Pledged Securities by the Collateral Agent
or any other Secured Party expressly for use therein. Each Pledgor further
agrees, upon such written request referred to above, to use its reasonable best
efforts to qualify, file or register, or cause the issuer of such Pledged
Securities to qualify, file or register, any of the Pledged Securities under the
Blue Sky or other securities laws of such states as may be requested by the
Collateral Agent and keep effective, or cause to be kept effective, all such
qualifications, filings or registrations. Each Pledgor will bear all costs and
expenses of carrying out its obligations under this Section 12. Each Pledgor
acknowledges that there is no adequate remedy at law for failure by it to comply
with the provisions of this Section 12 and that such failure would not be
adequately compensable in damages, and therefore agrees that its agreements
contained in this Section 12 may be specifically enforced.

                                       9
<PAGE>   10
      SECTION 13. Security Interest Absolute. All rights of the Collateral Agent
hereunder, the grant of a security interest in the Collateral and all
obligations of each Pledgor hereunder, shall be absolute and unconditional
irrespective of (a) any lack of validity or enforceability of the Credit
Agreement, any other Loan Document, any agreement with respect to any of the
Obligations or any other agreement or instrument relating to any of the
foregoing, (b) any change in the time, manner or place of payment of, or in any
other term of, all or any of the Obligations, or any other amendment or waiver
of or any consent to any departure from the Credit Agreement, any other Loan
Document or any other agreement or instrument relating to any of the foregoing,
(c) any exchange, release or nonperfection of any other collateral, or any
release or amendment or waiver of or consent to or departure from any guaranty,
for all or any of the Obligations or (d) any other circumstance that might
otherwise constitute a defense available to, or a discharge of, any Pledgor in
respect of the Obligations or in respect of this Agreement (other than the
indefeasible payment in full of all the Obligations).

      SECTION 14. Termination or Release. (a) This Agreement and the security
interests granted hereby shall terminate when all the Obligations have been
indefeasibly paid in full and the Lenders have no further commitment to lend
under the Credit Agreement, the LC Exposure has been reduced to zero and the
Issuing Bank has no further obligation to issue Letters of Credit under the
Credit Agreement.

      (b) Upon any sale or other transfer by any Pledgor of any Collateral that
is permitted under the Credit Agreement to any Person that is not a Pledgor, or,
upon the effectiveness of any written consent to the release of the security
interest granted hereby in any Collateral pursuant to Section 9.02 of the Credit
Agreement, the security interest in such Collateral shall be automatically
released.

      (c) In connection with any termination or release pursuant to paragraph
(a) or (b) or Section 17, the Collateral Agent shall execute and deliver to any
Pledgor, at such Pledgor's expense, all documents that such Pledgor shall
reasonably request to evidence such termination or release. Any execution and
delivery of documents pursuant to this Section 14 shall be without recourse to
or warranty by the Collateral Agent.

      SECTION 15. Notices. All communications and notices hereunder shall be in
writing and given as provided in Section 9.01 of the Credit Agreement. All
communications and notices hereunder to any Subsidiary Pledgor shall be given to
it at the address or telecopy number set forth on Schedule I, with a copy to the
Borrower.

      SECTION 16. Further Assurances. Each Pledgor agrees to do such further
acts and things, and to execute and deliver such additional conveyances,
assignments, agreements and instruments, as the Collateral Agent may at any time
reasonably request in connection with the administration and enforcement of this
Agreement or with respect to the Collateral or any part thereof or in order
better to assure and confirm unto the Collateral Agent its rights and remedies
hereunder.

      SECTION 17. Binding Effect; Several Agreement; Assignments. Whenever in
this Agreement any of the parties hereto is referred to, such reference shall be
deemed to include the successors and assigns of such party; and all covenants,
promises and agreements by or on behalf of any Pledgor that are contained in
this Agreement shall bind and inure to the benefit of its successors and
assigns. This Agreement shall become effective as to any Pledgor when a
counterpart hereof executed on behalf of such Pledgor shall have been delivered
to the Collateral

                                       10
<PAGE>   11
Agent and a counterpart hereof shall have been executed on behalf of the
Collateral Agent, and thereafter shall be binding upon such Pledgor and the
Collateral Agent and their respective successors and assigns, and shall inure to
the benefit of such Pledgor, the Collateral Agent and the other Secured Parties,
and their respective successors and assigns, except that no Pledgor shall have
the right to assign its rights hereunder or any interest herein or in the
Collateral (and any such attempted assignment shall be void), except as
expressly contemplated by this Agreement or the other Loan Documents. In the
event that a Pledgor ceases to be a Subsidiary pursuant to a transaction
permitted under the Loan Documents, such Pledgor shall be released from its
obligations under this Agreement without further action. This Agreement shall be
construed as a separate agreement with respect to each Pledgor and may be
amended, modified, supplemented, waived or released with respect to any Pledgor
without the approval of any other Pledgor and without affecting the obligations
of any other Pledgor hereunder.

      SECTION 18. Survival of Agreement; Severability. (a) All covenants,
agreements, representations and warranties made by each Pledgor herein and in
the certificates or other instruments prepared or delivered in connection with
or pursuant to this Agreement or any other Loan Document shall be considered to
have been relied upon by the Collateral Agent and the other Secured Parties and
shall survive the making by the Lenders of the Loans and the issuance of Letters
of Credit by the Issuing Bank, regardless of any investigation made by the
Secured Parties or on their behalf, and shall continue in full force and effect
as long as any Obligation remains unpaid and as long as the Commitments have not
been terminated or the LC Exposure does not equal zero.

      (b) In the event any one or more of the provisions contained in this
Agreement should be held invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein shall not in any way be affected or impaired thereby (it being understood
that the invalidity of a particular provision in a particular jurisdiction shall
not in and of itself affect the validity of such provision in any other
jurisdiction). The parties shall endeavor in good-faith negotiations to replace
the invalid, illegal or unenforceable provisions with valid provisions the
economic effect of which comes as close as possible to that of the invalid,
illegal or unenforceable provisions.

      SECTION 19. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

      SECTION 20. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall constitute an original, but all of which, when
taken together, shall constitute a single contract, and shall become effective
as provided in Section 17. Delivery of an executed counterpart of a signature
page to this Agreement by facsimile transmission shall be as effective as
delivery of a manually executed counterpart of this Agreement.

      SECTION 21. Rules of Interpretation. The rules of interpretation specified
in Section 1.03 of the Credit Agreement shall be applicable to this Agreement.
Section headings used herein are for convenience of reference only, are not part
of this Agreement and are not to affect the construction of, or to be taken into
consideration in interpreting this Agreement.

      SECTION 22. Jurisdiction; Consent to Service of Process. (a) Each Pledgor
hereby irrevocably and unconditionally submits, for itself and its property, to
the nonexclusive jurisdiction of any New York State court or Federal court of
the United States of America sitting

                                       11
<PAGE>   12
in New York City, and any appellate court from any thereof, in any action or
proceeding arising out of or relating to this Agreement or the other Loan
Documents, or for recognition or enforcement of any judgment, and each of the
parties hereto hereby irrevocably and unconditionally agrees that, to the extent
permitted by applicable law, all claims in respect of any such action or
proceeding may be heard and determined in such New York State or, to the extent
permitted by law, in such Federal court. Each of the parties hereto agrees that
a final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law. Nothing in this Agreement shall affect any right that the
Collateral Agent or any other Secured Party may otherwise have to bring any
action or proceeding relating to this Agreement or the other Loan Documents
against any Pledgor or its properties in the courts of any jurisdiction.

      (b) Each Pledgor hereby irrevocably and unconditionally waives, to the
fullest extent it may legally and effectively do so, any objection that it may
now or hereafter have to the laying of venue of any suit, action or proceeding
arising out of or relating to this Agreement or the other Loan Documents in any
New York State or Federal court. Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such court.

      (c) Each party to this Agreement irrevocably consents to service of
process in the manner provided for notices in Section 15. Nothing in this
Agreement will affect the right of any party to this Agreement to serve process
in any other manner permitted by law.

      SECTION 23. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER
OR IN CONNECTION WITH THIS AGREEMENT. EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

      SECTION 24. Additional Pledgors. Pursuant to Section 5.12 of the Credit
Agreement, each Subsidiary Loan Party that was not in existence or not a
Subsidiary Loan Party on the date of the Credit Agreement is required to enter
into this Agreement as a Subsidiary Pledgor upon becoming a Subsidiary Loan
Party. Upon execution and delivery by the Collateral Agent and a Subsidiary of
an instrument in the form of Annex 1, such Subsidiary shall become a Subsidiary
Pledgor hereunder with the same force and effect as if originally named as a
Subsidiary Pledgor herein. The execution and delivery of such instrument shall
not require the consent of any Pledgor hereunder. The rights and obligations of
each Pledgor hereunder shall remain in full force and effect notwithstanding the
addition of any new Subsidiary Pledgor as a party to this Agreement.

                                       12
<PAGE>   13
      IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
as of the day and year first above written.


                                        SEMICONDUCTOR COMPONENTS INDUSTRIES,LLC,

                                        By /s/ Jean-Jacques Morin
                                           -------------------------------------
                                                Name:   Jean-Jacques Morin
                                                Title:    Vice President


                                        SCG HOLDING CORPORATION,

                                        By /s/ Jean-Jacques Morin
                                           -------------------------------------
                                                Name:   Jean-Jacques Morin
                                                Title:     Vice President


                                        EACH OF THE OTHER SUBSIDIARIES LISTED
                                        ON SCHEDULE I HERETO,

                                        By /s/ Jean-Jacques Morin
                                           -------------------------------------
                                                Name:   Jean-Jacques Morin
                                                Title:   Vice President


                                        THE CHASE MANHATTAN BANK, as Collateral
                                        Agent,


                                        By /s/ Marian N. Schulman
                                           -------------------------------------
                                                Name:  Marian N. Schulman
                                                Title:    Vice President

                                       13
<PAGE>   14
                                                               Schedule I to the
                                                                Pledge Agreement

                              SUBSIDIARY PLEDGORS

<TABLE>
<CAPTION>
      Subsidiary Pledgors                                           Address
<S>                                                          <C>
SCG International Development LLC                            5005 East McDowell Road
                                                             Phoenix, AZ, 85018
SCG (Malaysia SMP) Holding Corporation                       5005 East McDowell Road
                                                             Phoenix, AZ, 85018
SCG (Czech) Holding Corporation                              5005 East McDowell Road
                                                             Phoenix, AZ, 85018
SCG (China) Holding Corporation                              5005 East McDowell Road
                                                             Phoenix, AZ, 85018
Semiconductor Components Industries Puerto Rico, Inc         5005 East McDowell Road
                                                             Phoenix, AZ, 85018
</TABLE>
                                       14
<PAGE>   15
                                                              Schedule II to the
                                                                Pledge Agreement

                     CAPITAL STOCK OR OTHER EQUITY INTERESTS

<TABLE>
<CAPTION>

                                                                                     Number and Class    Percentage
                                                                                       of Shares or     of Shares or
                                                                                       Other Equity     Other Equity
                                   Number of                                             Interests        Interests
            Issuer                Certificate             Registered Owner
<S>                               <C>            <C>                                 <C>                <C>
Semiconductor Components                         SCG Holding Corporation             Sole member        100%
Industries, LLC
SCG International Development                    Semiconductor Components            Sole member        100%
LLC                                              Industries, LLC
SCG (Malaysia SMP) Holding                       SCG Holding Corporation             1,000 shares       100%
Corporation
SCG (Czech) Holding Corporation                  SCG Holding Corporation             1,000 shares       100%
SCG (China) Holding Corporation                  SCG Holding Corporation             1,000 shares       100%
Semiconductor Components                         Semiconductor Components            1,000 shares       100%
Industries Puerto Rico, Inc.                     Industries, LLC
SCG Canada Limited                               Semiconductor Components            0.65 shares        65%
                                                 Industries, LLC
SCG Mexico, S.A. de C.V.                         Semiconductor Components            32,500 shares      65%
                                                 Industries, LLC
SCG (Japan) Ltd.                                 Semiconductor Components            130 shares         65%
                                                 Industries, LLC
SCG Philippines Inc.                             Semiconductor Components            1,462,500 shares   65%
                                                 Industries, LLC
SCG Korea Limited                                Semiconductor Components            3,250 shares       65%
                                                 Industries, LLC
Semiconductor Components                         Semiconductor Components            650 shares         65%
Industries Singapore Pte Ltd.                    Industries, LLC
SCG Hong Kong SAR Limited                        Semiconductor Components            650 shares         65%
                                                 Industries, LLC
SCG Malaysia Holdings Sdn. Bhd.                  Semiconductor Components            650 shares         65%
                                                 Industries, LLC
SCG Holding (Netherlands) B.V.                   Semiconductor Components            1,300 shares       65%
                                                 Industries, LLC
</TABLE>

                                       15
<PAGE>   16
<TABLE>
                                                                                     Number and       Percentage
                                                                                      Class of        of Shares
                                                                                      Shares or        or Other
                            Number of                                                Other Equity       Equity
          Issuer           Certificate              Registered Owner                  Interests        Interest
<S>                        <C>                   <C>                                 <C>                <C>
Slovakia Electronics                             Semiconductor Components            455.65 shares      65%
Industries, a.s.                                 Industries, LLC                     (par value SK
                                                                                     1,000,000)
SCG Asia Capital Pte Ltd                         Semiconductor Components            650                65%
                                                 Industries, LLC
</TABLE>

<TABLE>
<CAPTION>
                                                  DEBT SECURITIES

            Issuer                   Principal Amount               Date of Note                 Maturity Date
<S>                                  <C>                          <C>                          <C>
SCG Industries Malaysia Sdn.           $42,864,911.00              July 31, 1999               July 31, 2009
Bhd.
SCG Industries Malaysia Sdn.            $1,574,921.00              July 31, 1999               July 31, 2009
Bhd.
SCG Malaysia Holdings Sdn.             $70,000,000.00              July 31, 1999               July 31, 2009
Bhd.
SCG (Japan) Ltd.                      $103,493,537.00              August 4, 1999              August 4, 2009
SCG Mexico, S.A. de C.V.               $59,129,677.00              August 4, 1999              August 4, 2009
SCG Canada Limited                      $3,422,911.00              August 4, 1999              August 4, 2009
SCG Hong Kong SAR Limited                 $480,000.00              July 30, 1999               July 30, 2009
SCG Hong Kong SAR Limited              $17,538,256.00              August 4, 1999              August 4, 2009
SCG Korea Limited                          $1,113,363              August 4, 1999              June 30, 2003
Semiconductor Components                  $400,000.00              July 30, 1999               July 30, 2009
Industries Singapore Pte Ltd.
Semiconductor Components                $4,728,073.00              July 31, 1999               July 31, 2009
Industries Singapore Pte Ltd.
SCG Czech Design Center s.r.o.            $550,577.00              August 4, 1999              August 4, 2009
SCG France SAS                          $6,642,275.00              July 31, 1999               July 31, 2009
SCG France SAS                            $250,425.00              July 31, 1999               July 31, 2009
SCG France SAS                            $765,000.00              July 30, 1999               July 30, 2009
SCG Holding (Netherlands) B.V.          $4,057,940.00              August 4, 1999              August 4, 2009
Semiconductor Components                  $125,000.00              August 4, 1999              August 4, 2009
Industries Germany GmbH
</TABLE>
                                       16
<PAGE>   17
<TABLE>
            Issuer                   Principal Amount               Date of Note                 Maturity Date
<S>                                  <C>                          <C>                          <C>
Semiconductor Components                $3,988,038.00              August 4, 1999              August 4, 2009
Industries UK Limited
SCGS AB                                    $62,000.00              August 4, 1999              August 4, 2009
SCG Italy S.r.l.                          $145,341.00              August 4, 1999              N/A1(1)
Tesla Sezam a.s.                       $34,789,945.70              August 4, 1999              December 31, 2004
Tesla Sezam a.s.                           $5,000,000              August 4, 1999              December 31, 2004
Terosil, a.s.                           $9,858,577.88              August 4, 1999              December 31, 2004
Leshan-Phoenix Semiconductor           $28,336,040.07              August 4, 1999              December 31, 2004
Company Limited
SCG Asia Capital Pte Ltd              $114,439,832.00              October 29, 1999            July 31, 2009
</TABLE>
                                       17
<PAGE>   18
                                                                  Annex 1 to the
                                                                Pledge Agreement

                           SUPPLEMENT NO. [        ] dated as of [          ],
               to the PLEDGE AGREEMENT dated as of August 4, 1999, among
               SEMICONDUCTOR COMPONENTS INDUSTRIES, LLC, a Delaware limited
               liability company (the "Borrower"), SCG HOLDING CORPORATION, a
               Delaware corporation ("Holdings"), and each subsidiary of
               Holdings listed on Schedule I thereto (each such subsidiary
               individually a "Subsidiary Pledgor" and collectively, the
               "Subsidiary Pledgors"; the Borrower, Holdings and the Subsidiary
               Pledgors are referred to herein individually as a "Pledgor" and
               collectively as the "Pledgors") and THE CHASE MANHATTAN BANK, a
               New York banking corporation ("Chase"), as collateral agent (in
               such capacity, the "Collateral Agent") for the Secured Parties
               (as defined in the Security Agreement )

         A. Reference is made to (a) the Credit Agreement dated as of August 4,
1999 (as amended, supplemented or otherwise modified from time to time, the
"Credit Agreement"), among the Borrower, Holdings, the lenders from time to time
party thereto (the "Lenders"), Chase, as administrative agent for the Lenders
(in such capacity, the "Administrative Agent"), and Credit Lyonnais New York
Branch, DLJ Capital Funding, Inc. and Lehman Commercial Paper Inc., as
co-documentation agents, and (b) the Guarantee Agreement dated as of August 4,
1999 (as amended, supplemented or otherwise modified from time to time, the
"Guarantee Agreement") among Holdings, the Subsidiary Pledgors and the
Collateral Agent.

         B. Capitalized terms used herein and not otherwise defined herein shall
have the meanings assigned to such terms in the Pledge Agreement and the Credit
Agreement.

         C. The Pledgors have entered into the Pledge Agreement in order to
induce the Lenders to make Loans and the Issuing Bank to issue Letters of
Credit. Pursuant to Section 5.12 of the Credit Agreement, each Subsidiary Loan
Party that was not in existence or not a Subsidiary Loan Party on the date of
the Credit Agreement is required to enter into the Pledge Agreement as a
Subsidiary Pledgor upon becoming a Subsidiary Loan Party. Section 24 of the
Pledge Agreement provides that such Subsidiaries may become Subsidiary Pledgors
under the Pledge Agreement by execution and delivery of an instrument in the
form of this Supplement. The undersigned Subsidiary (the "New Pledgor") is
executing this Supplement in accordance with the requirements of the Credit
Agreement to become a Subsidiary Pledgor under the Pledge Agreement in order to
induce the Lenders to make additional Loans and the Issuing Bank to issue
additional Letters of Credit and as consideration for Loans previously made and
Letters of Credit previously issued.


<PAGE>   19
         Accordingly, the Collateral Agent and the New Pledgor agree as follows:

         SECTION 1. In accordance with Section 24 of the Pledge Agreement, the
New Pledgor by its signature below becomes a Pledgor under the Pledge Agreement
with the same force and effect as if originally named therein as a Pledgor and
the New Pledgor hereby agrees (a) to all the terms and provisions of the Pledge
Agreement applicable to it as a Pledgor thereunder and (b) represents and
warrants that the representations and warranties made by it as a Pledgor
thereunder are true and correct on and as of the date hereof except to the
extent a representation and warranty expressly relates solely to a specific date
in which case such representation and warranty shall be true and correct on such
date. In furtherance of the foregoing, the New Pledgor, as security for the
payment and performance in full of the Obligations (as defined in the Pledge
Agreement), does hereby create and grant to the Collateral Agent, its successors
and assigns, for the benefit of the Secured Parties, their successors and
assigns, a security interest in and lien on all of the New Pledgor's right,
title and interest in and to the Collateral (as defined in the Pledge Agreement)
of the New Pledgor. Each reference to a "Subsidiary Pledgor" or a "Pledgor" in
the Pledge Agreement shall be deemed to include the New Pledgor. The Pledge
Agreement is hereby incorporated herein by reference.

         SECTION 2. The New Pledgor represents and warrants to the Collateral
Agent and the other Secured Parties that this Supplement has been duly
authorized, executed and delivered by it and constitutes its legal, valid and
binding obligation, enforceable against it in accordance with its terms.

         SECTION 3. This Supplement may be executed in counterparts, each of
which shall constitute an original, but all of which when taken together shall
constitute a single contract. This Supplement shall become effective when the
Collateral Agent shall have received counterparts of this Supplement that, when
taken together, bear the signatures of the New Pledgor and the Collateral Agent.
Delivery of an executed signature page to this Supplement by facsimile
transmission shall be as effective as delivery of a manually signed counterpart
of this Supplement.

         SECTION 4. The New Pledgor hereby represents and warrants that set
forth on Schedule I attached hereto is a true and correct schedule of all its
Pledged Securities.

         SECTION 5. Except as expressly supplemented hereby, the Pledge
Agreement shall remain in full force and effect.

         SECTION 6. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

         SECTION 7. In case any one or more of the provisions contained in this
Supplement should be held invalid, illegal or unenforceable in any respect,
neither party hereto shall be required to comply with such provision for so long
as such provision is held to be invalid, illegal or unenforceable, but the
validity, legality and enforceability of the remaining provisions contained
herein and in the Pledge Agreement shall not in any way be affected or impaired
(it being understood that the invalidity of a particular provision in a
particular jurisdiction shall not in and of itself affect the validity of such
provision in any other jurisdiction). The parties hereto shall endeavor in
good-faith negotiations to replace the invalid, illegal or unenforceable
provisions with valid provisions the economic effect of which comes as close as
possible to that of the invalid, illegal or unenforceable provisions.

         SECTION 8. All communications and notices hereunder shall be in writing
and given as provided in Section 15 of the Pledge Agreement. All communications
and notices hereunder to

                                       2
<PAGE>   20
the New Pledgor shall be given to it at the address set
forth under its signature hereto, below, with a copy to the Borrower.

         SECTION 9. The New Pledgor agrees to reimburse the Collateral Agent for
its reasonable out-of-pocket expenses in connection with this Supplement,
including the reasonable fees, other charges and disbursements of counsel for
the Collateral Agent.

                                       3
<PAGE>   21
         IN WITNESS WHEREOF, the New Pledgor and the Collateral Agent have duly
executed this Supplement to the Pledge Agreement as of the day and year first
above written.



                                 [NAME OF NEW PLEDGOR],


                                 By_____________________________________
                                 Name:
                                 Title:
                                 Address:


                                 THE CHASE MANHATTAN BANK, as Collateral Agent,


                                 By______________________________________
                                 Name:
                                 Title:

                                       4
<PAGE>   22
                                                                   Schedule I to
                                                              Supplement No. [ ]
                                                         to the Pledge Agreement

                      Pledged Securities of the New Pledgor


                     CAPITAL STOCK OR OTHER EQUITY INTERESTS

<TABLE>
<CAPTION>
                                                                  Number and           Percentage
                                                                  Class of             of
                                                                  Shares               Shares
                                                                  or Other             or Other
                       Number of            Registered            Equity               Equity
Issuer                 Certificate             Owner              Interests            Interests
<S>                    <C>                  <C>                   <C>                  <C>

</TABLE>

                                DEBT SECURITIES

<TABLE>
<CAPTION>
                                  Principal
Issuer                            Amount                       Date of Note                Maturity Date
<S>                               <C>                          <C>                         <C>

</TABLE>

                                       5