<PAGE>

                                                                   EXHIBIT 10.51

                                                                  EXECUTION COPY

                                    AMENDMENT AND RESTATEMENT AGREEMENT dated as
                           of February 14, 2003 among ON SEMICONDUCTOR
                           CORPORATION (formerly known as SCG HOLDING
                           CORPORATION) ("Holdings"), SEMICONDUCTOR COMPONENTS
                           INDUSTRIES, LLC (the "Borrower"), the LENDERS party
                           hereto and JPMORGAN CHASE BANK (formerly known as THE
                           CHASE MANHATTAN BANK), as administrative agent (the
                           "Administrative Agent"), under the Credit Agreement
                           dated as of August 4, 1999, as amended and restated
                           as of April 3, 2000 (as amended, supplemented and
                           modified and in effect on the date hereof, the
                           "Existing Credit Agreement"), among Holdings, the
                           Borrower, the Lenders party thereto, the
                           Administrative Agent and Credit Lyonnais New York
                           Branch, Credit Suisse First Boston and Lehman
                           Commercial Paper Inc., as co-documentation agents.

                  A. Pursuant to the Existing Credit Agreement, the Lenders have
         extended credit to the Borrower, and have agreed to extend credit to
         the Borrower, in each case pursuant to the terms and subject to the
         conditions set forth therein.

                  B. Holdings and the Borrower have requested that the Lenders
         agree to amend and restate the Existing Credit Agreement as provided
         herein to, among other things, provide for (i) a portion of the
         Revolving Loans to be converted into Tranche R Term Loans and (ii)
         permit the issuance of senior secured debt securities to be issued by
         Holdings and the Borrower, in each case pursuant to the terms and
         subject to the conditions set forth herein.

                  C. The undersigned Lenders are willing so to amend and restate
         the Existing Credit Agreement pursuant to the terms and subject to the
         conditions set forth herein.

                  D. Capitalized terms used but not defined herein have the
         meanings assigned to them in the Restated Credit Agreement (as defined
         herein).

                  Accordingly, in consideration of the mutual agreements herein
         contained and other good and valuable consideration, the sufficiency
         and receipt of which are hereby acknowledged, and subject to the
         conditions set forth herein, the parties hereto hereby agree as
         follows:

                  SECTION 1.        Amendment and Restatement of the Existing
         Credit Agreement. The Existing Credit Agreement (excluding the annexes,
         schedules and exhibits thereto that are not attached as part of Exhibit
         A hereto) is hereby amended and restated, effective as of the
         Restatement Effective Date (as defined in Section 6 hereof), to read in
         its entirety as set forth in Exhibit A hereto (the "Restated Credit
         Agreement"), and the Administrative Agent is hereby directed by the
         Required Lenders to enter into such Loan Documents and to take such
         other actions as may be required to give effect to the transactions
         contemplated hereby. From and after the effectiveness of such amendment
         and restatement, the terms "Agreement", "this Agreement", "herein",
         "hereinafter", "hereto", "hereof" and words of similar import, as used
         in the Restated Credit Agreement, shall, unless the context otherwise
         requires, refer to the Existing

<PAGE>

                                                                               2

         Credit Agreement as amended and restated in the form of the Restated
         Credit Agreement, and the term "Credit Agreement", as used in the other
         Loan Documents, shall mean the Restated Credit Agreement. All Tranche A
         Term Loans, Tranche B Term Loans, Tranche C Term Loans, Tranche D Term
         Loans, Revolving Loans, Swingline Loans and Letters of Credit
         outstanding under the Existing Credit Agreement on the Restatement
         Effective Date (to the extent not repaid) shall continue to be
         outstanding under the Restated Credit Agreement and the terms of the
         Restated Credit Agreement shall govern the rights of the Lenders and
         the Issuing Bank with respect thereto.

                  SECTION 2.        Conversion of Revolving Loans. On the
         Restatement Effective Date, upon the effectiveness of the Restated
         Credit Agreement pursuant to Section 1, Revolving Loans outstanding
         under the Existing Credit Agreement in an aggregate principal amount of
         $62,500,000 shall be automatically converted into an equivalent amount
         of Tranche R Term Loans. Such conversion shall be deemed to permanently
         reduce the Revolving Commitments in an amount equal to $62,500,000 and
         shall be made ratably among the Revolving Lenders in accordance with
         their respective Revolving Commitments. The Borrower shall elect, by
         notice to the Administrative Agent on or prior to the Restatement
         Effective Date, which outstanding Revolving Borrowing or Revolving
         Borrowings (or portion thereof) shall be so converted. Such conversion
         shall not affect accrual interest on any Borrowing or Borrowings so
         converted or terminate any Interest Period in effect at the time.

                  SECTION 3.        Waiver of Notice. The Lenders party hereto
         hereby waive any provision of the Restated Credit Agreement that
         requires the Borrower to give prior written notice of a prepayment of
         Term Loans or a reduction of Revolving Commitments, to the extent
         notice of prepayment is required in connection with application of the
         Net Proceeds of the issuance of the First Lien Notes in accordance with
         the Restated Credit Agreement or notice of reduction of Revolving
         Commitments is required with respect to the reduction of Revolving
         Commitments pursuant to Section 2.

                  SECTION 4.        Amendment of Security Documents; Collateral
         Sharing Agreement. Each Lender party hereto hereby (a) authorizes the
         Collateral Agent to execute and deliver any amendments or modifications
         to the Security Documents that the Collateral Agent determines to be
         necessary or appropriate to permit the Liens granted thereunder to
         secure the First Lien Notes equally and ratably with the Obligations,
         (b) consents to all such amendments or modifications and (c) authorizes
         the Collateral Agent to enter into a Collateral Sharing Agreement that
         will be binding on the Lenders; provided that such amendments or
         modifications to the Security Documents and such Collateral Sharing
         Agreement shall not become effective prior to the Restatement Effective
         Date.

                  SECTION 5.        Representations and Warranties. Each of
         Holdings and the Borrower represents and warrants to the Administrative
         Agent and to each of the Lenders that:

                  (a) This Agreement has been duly authorized, executed and
         delivered by each of Holdings and the Borrower and constitutes a legal,
         valid and binding obligation of Holdings and the Borrower, enforceable
         in accordance with its terms, subject to applicable bankruptcy,
         insolvency, reorganization, moratorium or other laws affecting
         creditors' rights generally and subject to general principles of
         equity, regardless of whether considered in a proceeding in equity or
         at law.

<PAGE>

                                                                               3

                  (b) Each of the representations and warranties of Holdings and
         the Borrower set forth in the Loan Documents is true and correct on and
         as of the date hereof, except to the extent such representations and
         warranties expressly relate to an earlier date, in which case such
         representations and warranties are true and correct as of such earlier
         date.

                  (c) No Default has occurred and is continuing.

                  SECTION 6.        Conditions to Effectiveness. The amendment
         and restatement of the Existing Credit Agreement as contemplated by
         Section 1 shall become effective on the date (the "Restatement
         Effective Date") that the First Lien Notes are issued, subject to
         satisfaction of the following conditions on or prior to such date:

                  (a) the Administrative Agent shall have received counterparts
               of this Agreement that, when taken together, bear the signatures
               of Holdings, the Borrower and the Required Lenders;

                  (b) all fees and expenses required to be paid or reimbursed by
               the Borrower under or in connection with this Agreement or the
               Existing Credit Agreement (and in the case of expenses to be
               reimbursed, including fees, charges and disbursements of the
               Administrative Agent's counsel or other advisors, in each case to
               the extent invoiced in writing to the Borrower at least two
               Business Days prior to the Restatement Effective Date) shall have
               been paid or reimbursed, as applicable;

                  (c) the Collateral Sharing Agreement shall be reasonably
               satisfactory in form and substance to the Administrative Agent
               and shall have been executed and delivered by all parties thereto
               and shall be in full force and effect;

                  (d) the terms and conditions of the First Lien Notes and the
               First Lien Documents (including but not limited to terms and
               conditions relating to payment, covenants, events of default,
               remedies and maturity) shall be reasonably satisfactory to the
               Administrative Agent;

                  (e) the Security Documents shall have been amended and
               modified as contemplated by Section 4 of this Agreement and such
               amendment and modifications shall be reasonably satisfactory in
               form and substance to the Administrative Agent; and

                  (f) the gross proceeds from the First Lien Notes shall not be
               less than $150,000,000;

         provided that the amendment and restatement of the Existing Credit
         Agreement contemplated hereby shall not become effective unless the
         First Lien Notes are issued, and all such conditions are satisfied, on
         or prior to March 31, 2003. The Administrative Agent shall notify the
         Lenders when the Restatement Effective Date occurs.

                  SECTION 7.        Amendment and Restatement Fee. In
         consideration of the agreements of the Lenders contained in this
         Agreement, the Borrower agrees to pay to the Administrative Agent, for
         the account of each Lender that delivers an executed counterpart of
         this Agreement at or prior to 12:00 noon, New York City time, on

<PAGE>

                                                                               4

         February 14, 2003, a fee in an amount equal to 0.250% of the sum of
         such Lender's Revolving Commitment and outstanding Term Loans as of the
         Restatement Effective Date (determined after giving effect to all
         reductions of Revolving Commitments, conversions to Tranche R Term
         Loans and prepayments of Loans that are made on such date); provided
         that such fee shall not be payable unless and until the Restated Credit
         Agreement becomes effective as provided in Section 6.

                  SECTION 8.        No Novation. Neither this Agreement nor the
         effectiveness of the Restated Credit Agreement shall extinguish the
         obligations for the payment of money outstanding under the Existing
         Credit Agreement. Nothing herein contained shall be construed as a
         substitution or novation of the obligations outstanding under the
         Existing Credit Agreement, which shall remain in full force and effect,
         except as modified hereby or by instruments executed concurrently
         herewith. Nothing express or implied in this Agreement, the Restated
         Credit Agreement or any other document contemplated hereby or thereby
         shall be construed as a release or other discharge of Holdings, the
         Borrower or any other Loan Party under the Existing Credit Agreement or
         any Loan Document from any of its obligations and liabilities
         thereunder. Each of the Existing Credit Agreement and the other Loan
         Documents shall remain in full force and effect, until and except as
         modified hereby or in connection herewith. This Agreement shall be a
         Loan Document for all purposes.

                  SECTION 9.        Notices. All notices hereunder shall be
         given in accordance with the provisions of Section 9.01 of the Restated
         Credit Agreement.

                  SECTION 10.       Applicable Law; Waiver of Jury Trial. THIS
         AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
         LAWS OF THE STATE OF NEW YORK.

                  EACH PARTY HERETO HEREBY AGREES AS SET FORTH IN SECTION 9.10
         OF THE RESTATED CREDIT AGREEMENT AS IF SUCH SECTION WERE SET FORTH IN
         FULL HEREIN.

                  SECTION 11.       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 but one
         agreement. Delivery of an executed signature page to this Agreement by
         facsimile transmission shall be effective as delivery of a manually
         signed counterpart of this Agreement.

                  SECTION 12.       Expenses. The Borrower agrees to reimburse
         the Administrative Agent for its reasonable out-of-pocket expenses in
         connection with this Agreement, including the fees, charges and
         disbursements of Cravath, Swaine & Moore, counsel for the
         Administrative Agent.

                  SECTION 13.       Headings. The 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.

<PAGE>

                                                                               5

                  IN WITNESS WHEREOF, the parties hereto have caused this
         Agreement to be duly executed by their respective authorized officers
         as of the day and year first written above.

                                    ON SEMICONDUCTOR CORPORATION,

                                      by /s/ John T. Kurtzweil
                                        -------------------------
                                        Name:  John T. Kurtzweil
                                        Title: Senior Vice President,
                                               Chief Financial Officer and
                                               Treasurer

                                    SEMICONDUCTOR COMPONENTS
                                    INDUSTRIES, LLC,

                                      by /s/ John T. Kurtzweil
                                        -------------------------
                                        Name:  John T. Kurtzweil
                                        Title: Senior Vice President,
                                               Chief Financial Officer and
                                               Treasurer

                                    JPMORGAN CHASE BANK,
                                    individually and as administrative agent,

                                      by /s/ Edmond DeForest
                                        -------------------------
                                        Name:  Edmond DeForest
                                        Title: Vice President

<PAGE>

                                                                               6

                                SIGNATURE PAGE TO THE AMENDMENT AND RESTATEMENT
                                AGREEMENT DATED AS OF FEBRUARY 14, 2003,
                                RELATING TO THE CREDIT AGREEMENT AMONG ON
                                SEMICONDUCTOR CORPORATION, SEMICONDUCTOR
                                COMPONENTS INDUSTRIES, LLC, THE LENDERS PARTY
                                THERETO, JPMORGAN CHASE BANK, AS ADMINISTRATIVE
                                AGENT, COLLATERAL AGENT AND SYNDICATION AGENT,
                                AND CREDIT LYONNAIS NEW YORK BRANCH, CREDIT
                                SUISSE FIRST BOSTON AND LEHMAN COMMERCIAL PAPER
                                INC., AS CO-DOCUMENTATION AGENTS.

                                Name of Institution: Cerberus Partners, L.P.
                                                     ---------------------------
                                                 BY: Cerberus Associates, L.L.C.
                                                     General Partner

                                by /s/ Kevin Genda
                                  ---------------------------
                                  Name:  Kevin Genda
                                  Title: Managing Director

<PAGE>

                                                                       EXHIBIT A

================================================================================

                              AMENDED AND RESTATED
                                CREDIT AGREEMENT

                                   dated as of

                                 August 4, 1999,

                as Amended and Restated as of February 14, 2003,

                                      among

                          ON SEMICONDUCTOR CORPORATION,

                   SEMICONDUCTOR COMPONENTS INDUSTRIES, LLC,
                                  as Borrower,

                            The Lenders Party Hereto,

                              JPMORGAN CHASE BANK,
                            as Administrative Agent,

                        CREDIT LYONNAIS NEW YORK BRANCH,
                           as Co-Documentation Agent,

                           CREDIT SUISSE FIRST BOSTON,
                           as Co-Documentation Agent,

                                       and

                          LEHMAN COMMERCIAL PAPER INC.,
                            as Co-Documentation Agent

                           ---------------------------

                          J.P. MORGAN SECURITIES INC.,
                                   as Arranger

================================================================================
                                               [CS&M Reference Number: 6700-787]

<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                         Page
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                                    ARTICLE I

                                   Definitions

SECTION 1.01. Defined Terms..........................................................      1
SECTION 1.02. Classification of Loans and Borrowings.................................     31
SECTION 1.03. Terms Generally........................................................     31
SECTION 1.04. Accounting Terms; GAAP.................................................     31
SECTION 1.05. Interim Financial Calculations.........................................     32

                                   ARTICLE II

                                   The Credits

SECTION 2.01. Commitments............................................................     32
SECTION 2.02. Loans and Borrowings...................................................     33
SECTION 2.03. Requests for Borrowings................................................     33
SECTION 2.04. Swingline Loans........................................................     34
SECTION 2.05. Letters of Credit......................................................     35
SECTION 2.06. Funding of Borrowings..................................................     39
SECTION 2.07. Interest Elections.....................................................     40
SECTION 2.08. Termination and Reduction of Commitments...............................     41
SECTION 2.09. Repayment of Loans; Evidence of Debt...................................     42
SECTION 2.10. Amortization of Term Loans.............................................     42
SECTION 2.11. Prepayment of Loans....................................................     45
SECTION 2.12. Fees...................................................................     48
SECTION 2.13. Interest...............................................................     49
SECTION 2.14. Alternate Rate of Interest.............................................     50
SECTION 2.15. Increased Costs........................................................     50
SECTION 2.16. Break Funding Payments.................................................     51
SECTION 2.17. Taxes..................................................................     51
SECTION 2.18. Payments Generally; Pro Rata Treatment; Sharing of Set-offs............     53
SECTION 2.19. Mitigation Obligations; Replacement of Lenders.........................     54

                                   ARTICLE III

                         Representations and Warranties

SECTION 3.01. Organization; Powers...................................................     55
SECTION 3.02. Authorization; Enforceability..........................................     55
SECTION 3.03. Governmental Approvals; No Conflicts...................................     55
SECTION 3.04. Financial Condition; No Material Adverse Change........................     56
SECTION 3.05. Properties.............................................................     56
SECTION 3.06. Litigation and Environmental Matters...................................     57
</TABLE>

<PAGE>

                                                                  Contents, p. 2

<TABLE>
<S>                                                                                      <C>
SECTION 3.07. Compliance with Laws and Agreements....................................     57
SECTION 3.08. Investment and Holding Company Status..................................     57
SECTION 3.09. Taxes..................................................................     57
SECTION 3.10. ERISA..................................................................     58
SECTION 3.11. Disclosure.............................................................     58
SECTION 3.12. Subsidiaries...........................................................     58
SECTION 3.13. Insurance..............................................................     58
SECTION 3.14. Labor Matters..........................................................     58
SECTION 3.15. Solvency...............................................................     59
SECTION 3.16. Senior Indebtedness....................................................     59
SECTION 3.17. Year 2000..............................................................     59
SECTION 3.18. Acquisition............................................................     59

                                   ARTICLE IV

                                   Conditions

SECTION 4.01. [Intentionally Omitted]................................................     59
SECTION 4.02. Each Credit Event......................................................     60

                                    ARTICLE V

                             Affirmative Covenants

SECTION 5.01. Financial Statements and Other Information.............................     60
SECTION 5.02. Notices of Material Events.............................................     62
SECTION 5.03. Information Regarding Collateral.......................................     62
SECTION 5.04. Existence; Conduct of Business.........................................     63
SECTION 5.05. Payment of Obligations.................................................     63
SECTION 5.06. Maintenance of Properties..............................................     63
SECTION 5.07. Insurance..............................................................     63
SECTION 5.08. Casualty and Condemnation..............................................     63
SECTION 5.09. Books and Records; Inspection and Audit Rights.........................     63
SECTION 5.10. Compliance with Laws...................................................     64
SECTION 5.11. Use of Proceeds and Letters of Credit..................................     64
SECTION 5.12. Additional Subsidiaries................................................     64
SECTION 5.13. Further Assurances.....................................................     64
SECTION 5.14. Interest Rate Protection...............................................     64

                                   ARTICLE VI

                               Negative Covenants

SECTION 6.01. Indebtedness; Certain Equity Securities................................     65
SECTION 6.02. Liens..................................................................     67
SECTION 6.03. Fundamental Changes....................................................     68
SECTION 6.04. Investments, Loans, Advances, Guarantees and Acquisitions..............     69
SECTION 6.05. Asset Sales............................................................     71
</TABLE>

<PAGE>

                                                                  Contents, p. 3

<TABLE>
<S>                                                                                      <C>
SECTION 6.06. Sale and Leaseback Transactions........................................     72
SECTION 6.07. Hedging Agreements.....................................................     72
SECTION 6.08. Restricted Payments; Certain Payments of Indebtedness..................     72
SECTION 6.09. Transactions with Affiliates...........................................     74
SECTION 6.10. Restrictive Agreements.................................................     74
SECTION 6.11. Amendment of Material Documents........................................     75
SECTION 6.12. [Intentionally Omitted]................................................     75
SECTION 6.13. [Intentionally Omitted]................................................     75
SECTION 6.14. Capital Expenditures...................................................     75
SECTION 6.15. Minimum Consolidated EBITDA............................................     76
SECTION 6.16. Minimum Cash and Cash Equivalents......................................     76
SECTION 6.17. OnMOS Joint Venture Interest...........................................     76

                                   ARTICLE VII

                               Events of Default

SECTION 7.01. Events of Default......................................................     76
SECTION 7.02. Exclusion of Immaterial Subsidiaries...................................     79

                                  ARTICLE VIII

                            The Administrative Agent

                                   ARTICLE IX

                                  Miscellaneous

SECTION 9.01. Notices................................................................     81
SECTION 9.02. Waivers; Amendments....................................................     81
SECTION 9.03. Expenses; Indemnity; Damage Waiver.....................................     83
SECTION 9.04. Successors and Assigns.................................................     84
SECTION 9.05. Survival...............................................................     86
SECTION 9.06. Counterparts; Integration; Effectiveness...............................     86
SECTION 9.07. Severability...........................................................     87
SECTION 9.08. Right of Setoff........................................................     87
SECTION 9.09. GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS.............     87
SECTION 9.10. WAIVER OF JURY TRIAL...................................................     88
SECTION 9.11. Headings...............................................................     88
SECTION 9.12. Confidentiality........................................................     88
SECTION 9.13. Interest Rate Limitation...............................................     88
SECTION 9.14. Existing Credit Agreement; Effectiveness of Amendment and Restatement..     89
SECTION 9.15. Additional Provisions for Tranche D Lenders............................     89
SECTION 9.16. Additional Provisions for Tranche R Lenders............................     89
</TABLE>

<PAGE>

                                                                  Contents, p. 4

SCHEDULES:

Schedule 1.01        --    Mortgaged Properties
Schedule 1.01(b)     --    Restatement Mortgaged Properties
Schedule 2.01        --    Commitments
Schedule 3.05        --    Real Property
Schedule 3.06        --    Disclosed Matters
Schedule 3.12        --    Subsidiaries
Schedule 3.13        --    Insurance
Schedule 6.01        --    Existing Indebtedness
Schedule 6.02        --    Existing Liens
Schedule 6.04        --    Existing Investments
Schedule 6.10        --    Existing Restrictions

EXHIBITS:

Exhibit A            --    Form of Assignment and Acceptance
Exhibit B-1          --    Form of Opinion of Borrower's Counsel
Exhibit B-2          --    Form of Opinion of Local Counsel
Exhibit C            --    Guarantee Agreement
Exhibit D            --    Indemnity, Subrogation and Contribution Agreement
Exhibit E            --    Pledge Agreement
Exhibit F            --    Security Agreement
Exhibit G            --    Collateral Assignment
Exhibit H            --    Form of Reaffirmation Agreement

<PAGE>

                                    AMENDED AND RESTATED CREDIT AGREEMENT dated
                           as of August 4, 1999, as amended and restated as of
                           February 14, 2003 (this "Agreement"), among ON
                           SEMICONDUCTOR CORPORATION (formerly known as SCG
                           Holding Corporation), SEMICONDUCTOR COMPONENTS
                           INDUSTRIES, LLC, the LENDERS party hereto, and
                           JPMORGAN CHASE BANK (formerly known as The Chase
                           Manhattan Bank), as Administrative Agent, Collateral
                           Agent and Syndication Agent hereunder, and CREDIT
                           LYONNAIS NEW YORK BRANCH, CREDIT SUISSE FIRST BOSTON
                           and LEHMAN COMMERCIAL PAPER INC., as co-documentation
                           agents hereunder.

                  WHEREAS, Holdings, the Borrower, the Lenders party thereto and
         JPMorgan Chase Bank, as administrative agent, are parties to a Credit
         Agreement dated as of August 4, 1999, as amended and restated as of
         April 3, 2000 (as further amended, supplemented and modified, the
         "Existing Credit Agreement"), as in effect immediately prior to the
         Restatement Effective Date (as defined in the Existing Credit
         Agreement), which Existing Credit Agreement amended and restated the
         Original Credit Agreement (as defined herein);

                  WHEREAS, Holdings, the Borrower, the Required Lenders (as
         defined in the Existing Credit Agreement) and the Administrative Agent,
         are parties to an Amendment and Restatement Agreement dated as of
         February 14, 2003 (the "Amendment and Restatement Agreement"); and

                  WHEREAS, subject to the satisfaction of the conditions set
         forth in the Amendment and Restatement Agreement, the Existing Credit
         Agreement shall be amended and restated as provided herein.

                  NOW, THEREFORE, the parties hereto agree as follows:

                                    ARTICLE I

                                   Definitions

                  SECTION 1.01.     Defined Terms. As used in this Agreement,
         the following terms have the meanings specified below:

                  "ABR", when used in reference to any Loan or Borrowing, refers
         to whether such Loan, or the Loans comprising such Borrowing, are
         bearing interest at a rate determined by reference to the Alternate
         Base Rate.

                  "Acquisition" means the acquisition pursuant to the
         Acquisition Agreement by the Borrower of all the outstanding capital
         stock of Cherry Semiconductor for a purchase price not to exceed
         $250,000,000 and the other transactions contemplated by the Acquisition
         Agreement and the documents related thereto.

                  "Acquisition Agreement" means the Stock Purchase Agreement
         dated as of March 8, 2000, between the Borrower, Holdings and the
         Seller.

<PAGE>

                                                                               2

                  "Acquisition Transactions" means the Acquisition and the Loan
         Transactions entered into in connection with the borrowing of the
         Tranche D Term Loans.

                  "Adjusted LIBO Rate" means, with respect to any Eurodollar
         Borrowing for any Interest Period, an interest rate per annum (rounded
         upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO
         Rate for such Interest Period multiplied by (b) the Statutory Reserve
         Rate.

                  "Administrative Agent" means JPMorgan Chase Bank (formerly
         known as The Chase Manhattan Bank), in its capacity as administrative
         agent for the Lenders hereunder.

                  "Administrative Questionnaire" means an Administrative
         Questionnaire in a form supplied by the Administrative Agent.

                  "Affiliate" means, with respect to a specified Person, another
         Person that directly, or indirectly through one or more intermediaries,
         Controls or is Controlled by or is under common Control with the Person
         specified. Notwithstanding the foregoing, no individual shall be deemed
         to be an Affiliate of a Person solely by reason of his or her being an
         officer or director of such Person.

                  "Alternate Base Rate" means, for any day, a rate per annum
         equal to the greatest of (a) the Prime Rate in effect on such day, (b)
         the Base CD Rate in effect on such day plus 1% and (c) the Federal
         Funds Effective Rate in effect on such day plus 1/2 of 1%. Any change
         in the Alternate Base Rate due to a change in the Prime Rate, the Base
         CD Rate or the Federal Funds Effective Rate shall be effective from and
         including the effective date of such change in the Prime Rate, the Base
         CD Rate or the Federal Funds Effective Rate, respectively.

                  "Amendment and Restatement Agreement" has the meaning given to
         such term in the recitals hereto.

                  "Applicable Percentage" means, with respect to any Revolving
         Lender, the percentage of the total Revolving Commitments represented
         by such Lender's Revolving Commitment. If the Revolving Commitments
         have terminated or expired, the Applicable Percentages shall be
         determined based upon the Revolving Commitments most recently in
         effect, giving effect to any assignments.

                  "Applicable Rate" means, for any day (a) with respect to any
         Loan, (i) 3.00% per annum, in the case of an ABR Loan, or 4.00% per
         annum, in the case of a Eurodollar Loan, plus (ii) either (A) 2.00% per
         annum prior to and including September 30, 2001, or (B) 3.00% per annum
         from and including October 1, 2001 to and including the Supplemental
         Interest Termination Date, or (C) 1.00% per annum on and after the date
         that the aggregate principal amount of outstanding Loans plus the LC
         Exposure is less than $750,000,000 (notwithstanding whether clause (A)
         or (B) above would otherwise apply) to and including the Supplemental
         Interest Termination Date, and (b) with respect to the commitment fees
         payable hereunder, 0.50% per annum; provided that all Supplemental
         Interest shall cease to accrue on the Supplemental Interest Termination
         Date and, if the Supplemental Interest Termination Date does not occur
         on March 31, 2003, then any Supplemental Interest that accrues after
         March 31, 2003, shall

<PAGE>

                                                                               3

         be reduced to a rate per annum determined by multiplying the rate
         otherwise applicable pursuant to clause (a)(ii) above by a fraction,
         the numerator of which shall be equal to the total amount of
         Supplemental Interest accrued prior to March 31, 2003, that remains
         unpaid on March 31, 2003 (giving effect to any payments made on March
         31, 2003), and the denominator of which shall be equal to the total
         amount of Supplemental Interest accrued prior to March 31, 2003.

                  "Approved Fund" means, with respect to any Lender that is a
         fund that invests in bank loans and similar commercial extensions of
         credit, any other fund that invests in bank loans and similar
         commercial extensions of credit and is managed by the same investment
         advisor as such Lender or by an Affiliate of such investment advisor.

                  "Assessment Rate" means, for any day, the annual assessment
         rate in effect on such day that is payable by a member of the Bank
         Insurance Fund classified as "well-capitalized" and within supervisory
         subgroup "B" (or a comparable successor risk classification) within the
         meaning of 12 C.F.R. Part 327 (or any successor provision) to the
         Federal Deposit Insurance Corporation for insurance by such Corporation
         of time deposits made in dollars at the offices of such member in the
         United States, provided that if, as a result of any change in any law,
         rule or regulation, it is no longer possible to determine the
         Assessment Rate as aforesaid, then the Assessment Rate shall be such
         annual rate as shall be determined by the Administrative Agent to be
         representative of the cost of such insurance to the Lenders.

                  "Assignment and Acceptance" means an assignment and acceptance
         entered into by a Lender and an assignee (with the consent of any party
         whose consent is required by Section 9.04), and accepted by the
         Administrative Agent, in the form of Exhibit A or any other form
         approved by the Administrative Agent.

                  "Base CD Rate" means the sum of (a) the Three-Month Secondary
         CD Rate multiplied by the Statutory Reserve Rate plus (b) the
         Assessment Rate.

                  "Bermuda IP Subsidiary" means ON Semiconductor Trading Ltd., a
         Bermuda corporation that is a wholly-owned subsidiary of the Borrower
         (owned directly by the Borrower) formed in connection with the Foreign
         Reorganization.

                  "Board" means the Board of Governors of the Federal Reserve
         System of the United States of America.

                  "Borrower" means Semiconductor Components Industries, LLC, a
         Delaware limited liability company.

                  "Borrowing" means (a) Loans of the same Class and Type, made,
         converted or continued on the same date and, in the case of Eurodollar
         Loans, as to which a single Interest Period is in effect, or (b) a
         Swingline Loan.

                  "Borrowing Request" means a request by the Borrower for a
         Borrowing in accordance with Section 2.03.

                  "Business Day" means any day that is not a Saturday, Sunday or
         other day on which commercial banks in New York City are authorized or
         required by law to remain closed, provided that, when used in
         connection with a Eurodollar Loan, the term

<PAGE>

                                                                               4

         "Business Day" shall also exclude any day on which banks are not open
         for dealings in dollar deposits in the London interbank market.

                  "Capital Expenditures" means, for any period, without
         duplication, (a) the additions to property, plant and equipment and
         other capital expenditures of the Borrower and its consolidated
         Subsidiaries that are (or would be) set forth in a consolidated
         statement of cash flows of the Borrower for such period prepared in
         accordance with GAAP and (b) Capital Lease Obligations incurred by the
         Borrower and its consolidated Subsidiaries during such period, provided
         that the term "Capital Expenditures" (i) shall be net of landlord
         construction allowances, (ii) shall not include expenditures made in
         connection with the repair or restoration of assets with insurance or
         condemnation proceeds and (iii) shall not include the purchase price of
         equipment to the extent consideration therefor consists of used or
         surplus equipment being traded in at such time or the proceeds of a
         concurrent sale of such used or surplus equipment, in each case in the
         ordinary course of business.

                  "Capital Lease Obligations" of any Person means the
         obligations of such Person to pay rent or other amounts under any lease
         of (or other arrangement conveying the right to use) real or personal
         property, or a combination thereof, which obligations are required to
         be classified and accounted for as capital lease obligations on a
         balance sheet of such Person under GAAP, and the amount of such
         obligations shall be the capitalized amount thereof determined in
         accordance with GAAP.

                  "Certificate of Designation" means the certificate of
         designations of Holdings with respect to the Cumulative Preferred
         Stock.

                  "Change in Control" means (a) the acquisition of ownership,
         directly or indirectly, beneficially or of record, by any Person other
         than Holdings of any Equity Interest in Borrower; (b) prior to an IPO,
         the failure by TPG to own (and retain the right to vote), directly or
         indirectly, beneficially and of record, Equity Interests in Holdings
         representing greater than 40% of each of the aggregate ordinary voting
         power and aggregate equity value represented by the issued and
         outstanding Equity Interests in Holdings; (c) after an IPO, the failure
         by TPG to own (and retain the right to vote), directly or indirectly,
         beneficially and of record, Equity Interests in Holdings representing
         at least 15% of each of the aggregate ordinary voting power and the
         aggregate equity value represented by the issued and outstanding Equity
         Interests in Holdings; (d) after an IPO, the acquisition of ownership,
         directly or indirectly, beneficially or of record, by any Person or
         group (within the meaning of the Securities Exchange Act of 1934 and
         the rules of the Securities and Exchange Commission thereunder as in
         effect on the Effective Date), of Equity Interests representing a
         greater percentage of either the aggregate ordinary voting power or the
         aggregate equity value of Holdings than owned, directly or indirectly,
         beneficially and of record, by TPG; (e) occupation of a majority of the
         seats (other than vacant seats) on the board of directors of Holdings
         by Persons who were neither (i) nominated by the board of directors of
         Holdings nor (ii) appointed by directors so nominated; (f) the
         occurrence of a "Change of Control", as defined in the Subordinated
         Debt Documents; (g) the occurrence of a "Change of Control" as defined
         in the Second Lien Documents; or (h) the occurrence of a "Change of
         Control" as defined in the First Lien Documents.

                  "Change in Law" means (a) the adoption of any law, rule or
         regulation after the Effective Date, (b) any change in any law, rule or
         regulation or in the

<PAGE>

                                                                               5

         interpretation or application thereof by any Governmental Authority
         after the Effective Date or (c) compliance by any Lender or the Issuing
         Bank (or, for purposes of Section 2.15(b), by any lending office of
         such Lender or by such Lender's or the Issuing Bank's holding company,
         if any) with any request, guideline or directive (whether or not having
         the force of law) of any Governmental Authority first made or issued
         after the Effective Date.

                  "Cherry Semiconductor" means Cherry Semiconductor Corporation,
         a Rhode Island corporation.

                  "Class", when used in reference to any Loan or Borrowing,
         refers to whether such Loan, or the Loans comprising such Borrowing,
         are Revolving Loans, Tranche A Term Loans, Tranche B Term Loans,
         Tranche C Term Loans, Tranche D Term Loans, Tranche R Term Loans or
         Swingline Loans and, when used in reference to any Commitment, refers
         to whether such Commitment is a Revolving Commitment, Tranche A
         Commitment, Tranche B Commitment, Tranche C Commitment or Tranche D
         Commitment.

                  "Code" means the Internal Revenue Code of 1986, as amended
         from time to time.

                  "Collateral" means any and all "Collateral", as defined in any
         applicable Security Document.

                  "Collateral Agent" means the "Collateral Agent", as defined in
         any applicable Security Document.

                  "Collateral and Guarantee Requirement" means the requirement
         that:

                  (a) the Administrative Agent shall have received from each
               Loan Party either (i) a counterpart of each of the Guarantee
               Agreement, the Indemnity, Subrogation and Contribution Agreement,
               the Pledge Agreement, the Collateral Assignment, the Security
               Agreement and the Collateral Sharing Agreement duly executed and
               delivered on behalf of such Loan Party or (ii) in the case of any
               Person that becomes a Loan Party after the Effective Date, a
               supplement to each of the Guarantee Agreement, the Indemnity,
               Subrogation and Contribution Agreement, the Pledge Agreement, the
               Security Agreement and the Collateral Sharing Agreement, in each
               case in the form specified therein, duly executed and delivered
               on behalf of such Loan Party;

                  (b) all outstanding Equity Interests of the Borrower and each
               Subsidiary owned directly by or directly on behalf of any Loan
               Party, shall have been pledged pursuant to the Pledge Agreement
               (except that the Loan Parties shall not be required to pledge
               more than 65% of the outstanding voting stock of any Foreign
               Subsidiary and shall not be required to pledge 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 applicable law) and the
               Collateral Agent shall have received certificates or other
               instruments representing all such Equity Interests, together with
               stock powers or other instruments of transfer with respect
               thereto endorsed in blank;

<PAGE>

                                                                               6

                  (c) all Indebtedness of Holdings, the Borrower and each
               Subsidiary that is owing to any Loan Party shall be evidenced by
               a promissory note and shall have been pledged pursuant to the
               Pledge Agreement and the Collateral Agent shall have received all
               such promissory notes, together with instruments of transfer with
               respect thereto endorsed in blank; provided that the requirements
               of this paragraph (c) shall not apply to the extent the
               Collateral Agent has waived compliance with Section 2(b) of the
               Pledge Agreement and the Required Lenders have consented to such
               waiver;

                  (d) all documents and instruments, including Uniform
               Commercial Code financing statements, required by law or
               reasonably requested by the Collateral Agent to be filed,
               registered or recorded to create the Liens intended to be created
               by the Security Agreement and the Pledge Agreement (including any
               supplements thereto), after giving effect to the Restatement
               Transactions, and perfect such Liens to the extent required by,
               and with the priority required by, the Security Agreement and the
               Pledge Agreement, shall have been filed, registered or recorded
               or delivered to the Collateral Agent for filing, registration or
               recording;

                  (e) the Administrative Agent shall have received (i)
               counterparts of a Mortgage with respect to each Mortgage Property
               and amendments to each such Mortgage providing that the Tranche R
               Term Loans and the First Lien Notes (in addition to the other
               Obligations) shall be secured by a Lien on such Mortgaged
               Property, signed on behalf of the record owner of such Mortgaged
               Property, (ii) counterparts of a Mortgage with respect to each
               Restatement Mortgaged Property signed on behalf of the record
               owner of such real property, (iii) a policy or policies of title
               insurance issued by a nationally recognized title insurance
               company, insuring the Lien of each such Mortgage as a valid first
               Lien on the Mortgaged Property or Restatement Mortgaged Property,
               as the case may be, described therein, free of any other Liens
               except as expressly permitted by Section 6.02, together with such
               endorsements, coinsurance and reinsurance as the Collateral Agent
               or the Required Lenders may reasonably request, and (iv) such
               surveys, abstracts, appraisals, legal opinions and other
               documents as the Collateral Agent or the Required Lenders may
               reasonably request with respect to any such Mortgage or Mortgaged
               Property or Restatement Mortgaged Property, as the case may be;
               and

                  (f) each Loan Party shall have obtained all material consents
               and approvals required to be obtained by it in connection with
               the execution and delivery of all Security Documents (or
               supplements thereto) to which it is a party, the performance of
               its obligations thereunder and the granting by it of the Liens
               thereunder.

                  "Collateral Assignment" means the Collateral Assignment,
         entered into in connection with the Original Credit Agreement, attached
         hereto as Exhibit G, between the Borrower and the Collateral Agent.

                  "Collateral Sharing Agreement" means the agreement entered
         into among Holdings, the Borrower, the Collateral Agent and the trustee
         under the First Lien Note Indenture, providing for (a) the sharing of
         the Collateral granted pursuant to the Security Documents on a pari
         passu basis with the holders of the First Lien Notes, (b) the exercise
         of remedies under the Security Documents and (c) related intercreditor
         matters.

<PAGE>

                                                                               7

                  "Commitment" means a Revolving Commitment, Tranche A
         Commitment, Tranche B Commitment, Tranche C Commitment or Tranche D
         Commitment or any combination thereof (as the context requires).

                  "Consolidated Cash Interest Expense" means, for any period
         (subject to Section 1.05), the excess of (a) the sum of (i) the
         interest expense (including (i) the aggregate amount of accrued letter
         of credit fees and (ii) imputed interest expense in respect of Capital
         Lease Obligations) of the Borrower and the Subsidiaries for such
         period, determined on a consolidated basis in accordance with GAAP,
         (ii) any interest accrued during such period in respect of Indebtedness
         of the Borrower or any Subsidiary that is required to be capitalized
         rather than included in consolidated interest expense for such period
         in accordance with GAAP, (iii) the amount of cash dividends paid on any
         preferred stock by Holdings during such period and (iv) any cash
         payments made during such period in respect of obligations referred to
         in clause (b)(ii) below that were amortized or accrued in a previous
         period, minus (b) the sum of (i) to the extent included in such
         consolidated interest expense for such period, non-cash amounts
         attributable to amortization of financing costs paid in a previous
         period, plus (ii) to the extent included in such consolidated interest
         expense for such period, non-cash amounts attributable to amortization
         of debt discounts or accrued interest or dividends payable in kind for
         such period (including with respect to the Junior Subordinated Note or
         the Cumulative Preferred Stock).

                  "Consolidated EBITDA" means, for any period (subject to
         Section 1.05), Consolidated Net Income for such period plus (a) without
         duplication and to the extent deducted in determining such Consolidated
         Net Income, the sum of (i) consolidated interest expense for such
         period, (ii) consolidated income tax expense for such period, (iii) all
         amounts attributable to depreciation and amortization for such period,
         (iv) the aggregate amount of letter of credit fees accrued during such
         period, (v) all extraordinary charges during such period, (vi) noncash
         expenses during such period resulting from the grant of stock options
         to management and employees of Holdings, the Borrower or any of the
         Subsidiaries, (vii) the aggregate amount of deferred financing expenses
         for such period, (viii) all other noncash expenses or losses of
         Holdings, the Borrower or any of the Subsidiaries for such period
         (excluding any such charge that constitutes an accrual of or a reserve
         for cash charges for any future period), (ix) any non-recurring fees,
         expenses or charges realized by Holdings, the Borrower or any of the
         Subsidiaries for such period related to any offering of capital stock
         or incurrence of Indebtedness, (x) noncash dividends on the Cumulative
         Preferred Stock, (xi) cash restructuring charges (A) during the fiscal
         year ending on December 31, 2001 and the portion of the fiscal year
         ending on June 30, 2002 (or any fiscal quarter of such portion) not in
         excess of $131,000,000 in the aggregate (for all such periods), and (B)
         during any fiscal year (or any fiscal quarter of any such fiscal year)
         ending on or prior to December 31, 2002 (or any quarter of such fiscal
         year) not in excess of an additional $10,000,000 in the aggregate (for
         all such periods), (xii) the amount of cash fees, service and product
         payments, dividends and other distributions actually paid to the
         Borrower or a Subsidiary by the OnMOS Joint Venture during such period
         and (xiii) fees and expenses of Alvarez & Marsal, Inc., paid by or
         reimbursed by the Borrower pursuant to Section 9.03 hereof and minus
         (b) without duplication and to the extent included in determining such
         Consolidated Net Income, (i) any extraordinary gains for such period,
         (ii) all noncash items increasing Consolidated Net Income for such
         period (excluding any items that represent the reversal of any accrual
         of, or cash reserve for, anticipated cash charges in any prior period)
         and (iii) all gains during such period attributable to any sale or
         disposition of assets (other than in the

<PAGE>

                                                                               8

         ordinary course of business), all determined on a consolidated basis in
         accordance with GAAP. For purposes of calculating the Leverage Ratio as
         of any date, if the Borrower or any consolidated Subsidiary has made
         any Permitted Acquisition or sale, transfer, lease or other disposition
         of assets outside of the ordinary course of business permitted by
         Section 6.05 during the period of four consecutive fiscal quarters
         ending on the date on which the most recent fiscal quarter ended,
         Consolidated EBITDA for the relevant period for testing compliance
         shall be calculated after giving pro forma effect thereto, as if such
         Permitted Acquisition or sale, transfer, lease or other disposition of
         assets outside of the ordinary course of business (and any related
         incurrence, repayment or assumption of Indebtedness with any new
         Indebtedness being deemed to be amortized over the applicable testing
         period in accordance with its terms) had occurred on the first day of
         the relevant period for testing compliance.

                  "Consolidated Net Income" means, for any period, the net
         income or loss of Holdings, the Borrower and the Subsidiaries for such
         period determined on a consolidated basis in accordance with GAAP,
         provided that there shall be excluded from such net income or loss (a)
         the income of any Person (other than a consolidated Subsidiary) in
         which any other Person (other than Holdings, the Borrower or any
         consolidated Subsidiary or any director holding qualifying shares in
         compliance with applicable law) owns an Equity Interest, except to the
         extent of the amount of dividends or other distributions actually paid
         to the Borrower or any of the consolidated Subsidiaries by such Person
         during such period, and (b) the income or loss of any Person accrued
         prior to the date on which it becomes a Subsidiary or is merged into or
         consolidated with the Borrower or any consolidated Subsidiary or the
         date on which such Person's assets are acquired by the Borrower or any
         consolidated Subsidiary. For purposes of calculating Consolidated
         EBITDA and Excess Cash Flow, Consolidated Net Income shall be
         calculated excluding all income, expenses, gains, losses and other
         items of the OnMOS Joint Venture.

                  "Control" means the possession, directly or indirectly, of the
         power to direct or cause the direction of the management or policies of
         a Person, whether through the ability to exercise voting power, by
         contract or otherwise. The terms "Controlling" and "Controlled" have
         meanings correlative thereto.

                  "Cumulative Preferred Stock" means the 12% Cumulative
         Preferred Stock of Holdings with an aggregate liquidation preference on
         the Effective Date of $209,000,000.

                  "Default" means any event or condition that constitutes an
         Event of Default or that upon notice, lapse of time or both would,
         unless cured or waived, become an Event of Default.

                  "Disclosed Matters" means the actions, suits and proceedings
         and the environmental matters disclosed in Schedule 3.06.

                  "Documentation Agents" means Credit Lyonnais New York Branch,
         DLJ Capital Funding, Inc. and Lehman Commercial Paper Inc., in their
         capacity as co-documentation agents hereunder.

                  "dollars" or "$" refers to lawful money of the United States
         of America.

<PAGE>

                                                                               9

                  "Effective Date" means August 4, 1999, the date on which the
         conditions specified in Section 4.01 of the Original Credit Agreement
         were satisfied.

                  "Environmental Laws" means all laws, rules, regulations,
         codes, ordinances, orders, decrees, judgments, injunctions, notices or
         binding agreements issued, promulgated or entered into by or with any
         Governmental Authority, relating in any way to the environment,
         preservation or restoration of natural resources, the management,
         Release or threatened Release of any Hazardous Material or to health
         and safety matters.

                  "Environmental Liability" means any liability, contingent or
         otherwise (including any liability for damages, costs of environmental
         remediation, administrative oversight costs, fines, penalties or
         indemnities), of Holdings, the Borrower or any Subsidiary directly or
         indirectly resulting from or based upon (a) violation of any
         Environmental Law, (b) the generation, use, handling, transportation,
         storage, treatment or disposal of any Hazardous Materials, (c) exposure
         to any Hazardous Materials, (d) the Release or threatened Release of
         any Hazardous Materials into the environment or (e) any contract,
         agreement or other consensual arrangement pursuant to which liability
         is assumed or imposed with respect to any of the foregoing.

                  "Equity Contribution" means the contribution by TPG of not
         less than $337,500,000 to the Investor.

                  "Equity Interests" means shares of capital stock, partnership
         interests, membership interests in a limited liability company,
         beneficial interests in a trust or other equity ownership interests in
         a Person.

                  "ERISA" means the Employee Retirement Income Security Act of
         1974, as amended from time to time.

                  "ERISA Affiliate" means any trade or business (whether or not
         incorporated) that, together with the Borrower, is treated as a single
         employer under Section 414(b) or (c) of the Code or, solely for
         purposes of Section 302 of ERISA and Section 412 of the Code, is
         treated as a single employer under Section 414 of the Code.

                  "ERISA Event" means (a) any "reportable event", as defined in
         Section 4043 of ERISA or the regulations issued thereunder with respect
         to a Plan (other than an event for which the 30-day notice period is
         waived); (b) the existence with respect to any Plan of an "accumulated
         funding deficiency" (as defined in Section 412 of the Code or Section
         302 of ERISA), whether or not waived; (c) the filing pursuant to
         Section 412(d) of the Code or Section 303(d) of ERISA of an application
         for a waiver of the minimum funding standard with respect to any Plan;
         (d) the incurrence by the Borrower or any of its ERISA Affiliates of
         any liability under Title IV of ERISA with respect to the termination
         of any Plan; (e) the receipt by the Borrower or any ERISA Affiliate
         from the PBGC or a plan administrator of any notice relating to an
         intention to terminate any Plan or Plans or to appoint a trustee to
         administer any Plan under Section 4042 of ERISA; (f) the incurrence by
         the Borrower or any of its ERISA Affiliates of any liability with
         respect to the withdrawal or partial withdrawal from any Plan or
         Multiemployer Plan; or (g) the receipt by the Borrower or any ERISA
         Affiliate of any notice, or the receipt by any Multiemployer Plan from
         the Borrower or any ERISA Affiliate of any notice, concerning the
         imposition of Withdrawal Liability or a

<PAGE>

                                                                              10

         determination that a Multiemployer Plan is, or is expected to be,
         insolvent or in reorganization, within the meaning of Title IV of
         ERISA.

                  "Eurodollar", when used in reference to any Loan or Borrowing,
         refers to whether such Loan, or the Loans comprising such Borrowing,
         are bearing interest at a rate determined by reference to the Adjusted
         LIBO Rate.

                  "Event of Default" has the meaning assigned to such term in
         Article VII.

                  "Excess Cash Flow" means, for any fiscal year, the sum
         (without duplication) of:

                  (a) Consolidated Net Income for such fiscal year, adjusted to
               exclude any gains or losses attributable to Prepayment Events,
               plus (without duplication) the amount of cash dividends or other
               distributions actually paid to the Borrower or a Subsidiary by
               the OnMos Joint Venture during such period; plus

                  (b) depreciation, amortization and other non-cash charges or
               losses deducted in determining such Consolidated Net Income for
               such fiscal year; plus

                  (c) the sum of (i) the amount, if any, by which Net Working
               Capital decreased during such fiscal year plus (ii) the net
               amount, if any, by which the consolidated deferred revenues of
               Holdings, the Borrower and the consolidated Subsidiaries
               increased during such fiscal year; minus

                  (d) the sum of (i) any non-cash gains included in determining
               such Consolidated Net Income for such fiscal year plus (ii) the
               amount, if any, by which Net Working Capital increased during
               such fiscal year plus (iii) the net amount, if any, by which the
               consolidated deferred revenues of Holdings, the Borrower and the
               consolidated Subsidiaries decreased during such fiscal year;
               minus

                  (e) Capital Expenditures for such fiscal year (except (i) to
               the extent attributable to the incurrence of Capital Lease
               Obligations or otherwise financed by incurring Long-Term
               Indebtedness or (ii) Capital Expenditures made pursuant to the
               first proviso to Section 2.11(c) or the proviso to the first
               paragraph of Section 6.14); minus

                  (f) the aggregate principal amount of Long-Term Indebtedness
               repaid or prepaid by the Borrower and the consolidated
               Subsidiaries during such fiscal year, excluding (i) Indebtedness
               in respect of Revolving Loans and Letters of Credit, (ii) Term
               Loans prepaid pursuant to Section 2.11(a), 2.11(c) or (d), and
               (iii) repayments or prepayments of Long-Term Indebtedness
               financed by incurring other Long-Term Indebtedness; minus

                  (g) the aggregate amount of all prepayments of Revolving Loans
               made during such period to the extent accompanying reductions of
               the total Revolving Commitments.

                  "Excluded Taxes" means, with respect to the Administrative
         Agent, any Lender, the Issuing Bank or any other recipient of any
         payment to be made by or on

<PAGE>

                                                                              11

         account of any obligation of the Borrower hereunder, (a) doing
         business, income or franchise taxes imposed on (or measured by) its net
         income, capital or any similar alternate basis by the United States of
         America, or by the jurisdiction under the laws of which such recipient
         is organized or in which its principal office is located or, in the
         case of any Lender, in which its applicable lending office is located,
         (b) any branch profits taxes imposed by the United States of America or
         any similar tax imposed by any other jurisdiction described in clause
         (a) above and (c) in the case of a Foreign Lender (other than an
         assignee pursuant to a request by the Borrower under Section 2.19(b)),
         any withholding tax that (i) is in effect and would apply to amounts
         payable to such Foreign Lender at the time such Foreign Lender becomes
         a party to this Agreement (or designates a new lending office), except
         to the extent that such Foreign Lender (or its assignor, if any) was
         entitled, at the time of designation of a new lending office (or
         assignment), to receive additional amounts from the Borrower with
         respect to any withholding tax pursuant to Section 2.17(a), or (ii) is
         attributable to such Foreign Lender's failure to comply with Section
         2.17(e).

                  "Existing Credit Agreement" has the meaning given to such term
         in the recitals hereto.

                  "Facilities Transfer" means the transfer by the Borrower
         and/or one or more of its Subsidiaries of the packaging and testing
         facilities located in Carmona, Philippines, Seremban, Malaysia and
         Guadalajara, Mexico, which transfer may involve one or more
         transactions or series of transactions taking the form of (i) sales,
         leases or other transfers or dispositions of assets, (ii) sales or
         other transfers or dispositions of capital stock and/or debt securities
         of Subsidiaries that directly or indirectly own such facilities, (iii)
         other types of transfers or dispositions, (iv) facilities closures or
         (v) any one or combination of the foregoing.

                  "Federal Funds Effective Rate" means, for any day, the
         weighted average (rounded upwards, if necessary, to the next 1/100 of
         1%) of the rates on overnight Federal funds transactions with members
         of the Federal Reserve System arranged by Federal funds brokers, as
         published on the next succeeding Business Day by the Federal Reserve
         Bank of New York, or, if such rate is not so published for any day that
         is a Business Day, the average (rounded upwards, if necessary, to the
         next 1/100 of 1%) of the quotations for such day for such transactions
         received by the Administrative Agent from three Federal funds brokers
         of recognized standing selected by it.

                  "Financial Officer" means the chief financial officer,
         principal accounting officer, treasurer or controller of Holdings.

                  "Financial Report" means a report containing the financial
         information set forth on Schedule 5.01, which report shall be certified
         by a Financial Officer.

                  "Financing Transactions" means the transactions undertaken by
         Holdings, the Borrower and the Subsidiary Loan Parties in connection
         with the execution and delivery of the Original Credit Agreement and
         the Subordinated Debt Documents, the issuance of the Subordinated Debt,
         the issuance by the Borrower of the Junior Subordinated Note and the
         borrowing of the initial Loans.

                  "First Lien Documents" means the First Lien Note Indenture,
         the Collateral Sharing Agreement, and all other instruments, agreements
         and other

<PAGE>

                                                                              12

         documents evidencing or governing the First Lien Notes or providing for
         any Guarantee or other right in respect thereof.

                  "First Lien Note Indenture" means the indenture pursuant to
         which the First Lien Notes are issued.

                  "First Lien Notes" means the senior secured first lien notes
         to be co-issued by the Borrower and Holdings on the Restatement
         Effective Date.

                  "Foreign Joint Venture Companies" means (i) Leshan-Phoenix
         Semiconductor Co., Ltd., an entity existing under the laws of the
         People's Republic of China, (ii) SMP, (iii) Tesla Sezam, a.s., a
         corporation existing under the laws of the Czech Republic, and (iv)
         Terosil, a.s., a corporation existing under the laws of the Czech
         Republic.

                  "Foreign Lender" means any Lender that is organized under the
         laws of a jurisdiction other than that in which the Borrower is
         located. For purposes of this definition, the United States of America,
         each State thereof and the District of Columbia shall be deemed to
         constitute a single jurisdiction.

                  "Foreign Reorganization" means the reorganization of the
         Borrower's Foreign Subsidiaries and their operations (as described by
         the Borrower in its communications to the Lenders prior to October 20,
         2000), pursuant to which, among other things, (a) certain activities
         performed by Foreign Subsidiaries, and certain activities performed by
         the Borrower, with respect to (i) research and development, (ii) sales
         and distribution and (iii) manufacturing will begin to be performed by
         separate Foreign Subsidiaries, (b) certain new Foreign Subsidiaries
         (including the Bermuda IP Subsidiary) will be formed and the ownership
         structure of certain existing Foreign Subsidiaries will be reorganized
         (resulting in, among other things, certain existing Foreign
         Subsidiaries that are owned directly by the Borrower becoming
         indirectly owned by the Borrower) and (c) the Borrower will enter into
         the IP License with the Bermuda IP Subsidiary pursuant to which (i) the
         Borrower will grant to the Bermuda IP Subsidiary a license to use
         certain intellectual property owned by the Borrower at the time of such
         reorganization and certain intellectual property acquired by the
         Borrower in the future and (ii) the Bermuda IP Subsidiary will agree to
         pay royalties to the Borrower in consideration therefor.

                  "Foreign Subsidiary" means any Subsidiary that is organized
         under the laws of a jurisdiction other than the United States of
         America or any State thereof or the District of Columbia.

                  "Funded Indebtedness" means, as of any date, (a) the aggregate
         principal amount of Indebtedness of the Borrower and the Subsidiaries
         outstanding as of such date (other than any Indebtedness with respect
         to which the Borrower is not obligated to pay or accrue any cash
         interest expense as of such date), in the amount that would be
         reflected on a balance sheet prepared as of such date on a consolidated
         basis in accordance with GAAP, and (b) the aggregate amount of any
         Guarantee by Holdings, the Borrower or any Subsidiary of any such
         Indebtedness of any other Person.

                  "GAAP" means generally accepted accounting principles in the
         United States of America.

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                                                                              13

                  "Governmental Authority" means the government of the United
         States of America, any other nation or any political subdivision
         thereof, whether state or local, and any agency, authority,
         instrumentality, regulatory body, court, central bank or other entity
         exercising executive, legislative, judicial, taxing, regulatory or
         administrative powers or functions of or pertaining to government.

                  "Guarantee" of or by any Person (the "guarantor") means any
         obligation, contingent or otherwise, of the guarantor guaranteeing or
         having the economic effect of guaranteeing any Indebtedness or other
         obligation of any other Person (the "primary obligor") in any manner,
         whether directly or indirectly, and including any obligation of the
         guarantor, direct or indirect, (a) to purchase or pay (or advance or
         supply funds for the purchase or payment of) such Indebtedness or other
         obligation or to purchase (or to advance or supply funds for the
         purchase of) any security for the payment thereof, (b) to purchase or
         lease property, securities or services for the purpose of assuring the
         owner of such Indebtedness or other obligation of the payment thereof,
         (c) to maintain working capital, equity capital or any other financial
         statement condition or liquidity of the primary obligor so as to enable
         the primary obligor to pay such Indebtedness or other obligation or (d)
         as an account party in respect of any letter of credit or letter of
         guaranty issued to support such Indebtedness or obligation, provided
         that the term "Guarantee" shall not include endorsements for collection
         or deposit in the ordinary course of business.

                  "Guarantee Agreement" means the Guarantee Agreement, entered
         into in connection with the Original Credit Agreement, attached hereto
         as Exhibit C, among Holdings, the Subsidiary Loan Parties and the
         Collateral Agent for the benefit of the Secured Parties.

                  "Hazardous Materials" means all explosive or radioactive
         substances or wastes and all hazardous or toxic substances, wastes or
         other pollutants, including petroleum or petroleum distillates,
         asbestos or asbestos containing materials, polychlorinated biphenyls,
         radon gas, infectious or medical wastes, and all substances or wastes
         of any nature regulated pursuant to any Environmental Law.

                  "Hedging Agreement" means any interest rate protection
         agreement, foreign currency exchange agreement, commodity price
         protection agreement or other interest or currency exchange rate or
         commodity price hedging arrangement.

                  "Holdings" means SCG Holding Corporation, a Delaware
         corporation.

                  "Indebtedness" of any Person means, without duplication, (a)
         all obligations of such Person for borrowed money, (b) all obligations
         of such Person evidenced by bonds, debentures, notes or similar
         instruments, (c) all obligations of such Person upon which interest
         charges are customarily paid, (d) all obligations of such Person under
         conditional sale or other title retention agreements relating to
         property acquired by such Person, (e) all obligations of such Person in
         respect of the deferred purchase price of property or services
         (excluding current accounts payable incurred in the ordinary course of
         business), (f) all Indebtedness of others secured by (or for which the
         holder of such Indebtedness has an existing right, contingent or
         otherwise, to be secured by) any Lien on property owned or acquired by
         such Person, whether or not the Indebtedness secured thereby has been
         assumed, (g) all Guarantees by such Person of Indebtedness of others,
         (h) all Capital Lease Obligations of such Person, (i) all

<PAGE>

                                                                              14

         obligations, contingent or otherwise, of such Person as an account
         party in respect of letters of credit and letters of guaranty and (j)
         all obligations, contingent or otherwise, of such Person in respect of
         bankers' acceptances. The Indebtedness of any Person shall include the
         Indebtedness of any other entity (including any partnership in which
         such Person is a general partner) to the extent such Person is liable
         therefor as a result of such Person's ownership interest in or other
         relationship with such entity, except to the extent the terms of such
         Indebtedness provide that such Person is not liable therefor.
         Notwithstanding anything to the contrary in this paragraph, the term
         "Indebtedness" shall not include (a) obligations under Hedging
         Agreements or (b) agreements providing for indemnification, purchase
         price adjustments or similar obligations incurred or assumed in
         connection with the acquisition or disposition of assets or stock.

                  "Indemnified Taxes" means Taxes other than Excluded Taxes.

                  "Indemnity, Subrogation and Contribution Agreement" means the
         Indemnity, Subrogation and Contribution Agreement, entered into in
         connection with the Original Credit Agreement, attached hereto as
         Exhibit D, among the Borrower, the Subsidiary Loan Parties and the
         Collateral Agent.

                  "Information Memorandum" means the Confidential Information
         Memorandum dated March 2000, as modified or supplemented prior to the
         Restatement Effective Date, relating to the Borrower and the
         Acquisition Transactions.

                  "Intercreditor Agreement" means the intercreditor agreement
         entered into among Holdings, the Borrower, the Administrative Agent and
         the trustee under the Second Lien Note Indenture (or any other trustee
         or agent to which Liens are granted under the Second Lien Security
         Documents), providing for (a) the priority of the Liens granted
         pursuant to the Security Documents over the Liens granted pursuant to
         the Second Lien Security Documents and (b) restrictions on the exercise
         of remedies under the Second Lien Security Documents.

                  "Interest Election Request" means a request by the Borrower to
         convert or continue a Revolving Borrowing or Term Borrowing in
         accordance with Section 2.07.

                  "Interest Expense Coverage Ratio" means, for any period, the
         ratio of (i) Consolidated EBITDA (plus any Supplemental Interest
         deducted in calculating Consolidated EBITDA) to (ii) Consolidated Cash
         Interest Expense (excluding any Supplemental Interest otherwise
         included therein), in each case for such period.

                  "Interest Payment Date" means (a) with respect to any ABR Loan
         (other than a Swingline Loan), the last day of each calendar month, (b)
         with respect to any Eurodollar Loan, the last day of the Interest
         Period applicable to the Borrowing of which such Loan is a part and, in
         the case of a Eurodollar Borrowing with an Interest Period of more than
         one month's duration, each day prior to the last day of such Interest
         Period that occurs at intervals of one month's duration after the first
         day of such Interest Period, and (c) with respect to any Swingline
         Loan, the day that such Loan is required to be repaid.

                  "Interest Period" means, with respect to any Eurodollar
         Borrowing, the period commencing on the date of such Borrowing and
         ending on the numerically corresponding day in the calendar month that
         is one, two, three or six months thereafter, as the Borrower may elect,
         provided that (a) if any Interest Period would end on a day

<PAGE>

                                                                              15

         other than a Business Day, such Interest Period shall be extended to
         the next succeeding Business Day unless such next succeeding Business
         Day would fall in the next calendar month, in which case such Interest
         Period shall end on the next preceding Business Day and (b) any
         Interest Period that commences on the last Business Day of a calendar
         month (or on a day for which there is no numerically corresponding day
         in the last calendar month of such Interest Period) shall end on the
         last Business Day of the last calendar month of such Interest Period.
         For purposes hereof, the date of a Borrowing initially shall be the
         date on which such Borrowing is made and thereafter shall be the
         effective date of the most recent conversion or continuation of such
         Borrowing.

                  "Investor" means TPG Semiconductor Holdings LLC, a Delaware
         limited liability company that is wholly owned by TPG.

                  "IP License" means the license agreement or agreements between
         the Borrower and the Bermuda IP Subsidiary providing for the licensing
         of intellectual property to the Bermuda Subsidiary of the Borrower.

                  "IPO" means a bona fide underwritten initial public offering
         of voting common stock of Holdings as a direct result of which at least
         10% of the aggregate voting common stock of Holdings (calculated on a
         fully diluted basis after giving effect to all options to acquire
         voting common stock of Holdings then outstanding, regardless of whether
         such options are then currently exercisable) is beneficially owned by
         Persons other than TPG, the Investor, Holdings and their respective
         Affiliates (including, in the case of Holdings, all directors, officers
         and employees of Holdings, the Borrower and any Subsidiary).

                  "Issuing Bank" means JPMorgan Chase Bank, in its capacity as
         the issuer of Letters of Credit hereunder, and its successors in such
         capacity as provided in Section 2.05(i). The Issuing Bank may, in its
         discretion, arrange for one or more Letters of Credit to be issued by
         Affiliates of the Issuing Bank, in which case the term "Issuing Bank"
         shall include any such Affiliate with respect to Letters of Credit
         issued by such Affiliate.

                  "Joint Venture Holding Companies" means SCG (Malaysia SMP)
         Holding Corporation, SCG (Czech) Holding Corporation and SCG (China)
         Holding Corporation, each a Delaware corporation.

                  "Junior Subordinated Note" means the 10% Junior Subordinated
         Note due 2011 of the Borrower.

                  "LC Disbursement" means a payment made by the Issuing Bank
         pursuant to a Letter of Credit.

                  "LC Exposure" means, at any time, the sum of (a) the aggregate
         undrawn amount of all outstanding Letters of Credit at such time plus
         (b) the aggregate amount of all LC Disbursements that have not yet been
         reimbursed by or on behalf of the Borrower at such time. The LC
         Exposure of any Revolving Lender at any time shall be its Applicable
         Percentage of the total LC Exposure at such time.

                  "Lenders" means the Persons listed on Schedule 2.01 and any
         other Person that shall have become a party hereto pursuant to an
         Assignment and Acceptance, other

<PAGE>

                                                                              16

         than any such Person that ceases to be a party hereto pursuant to an
         Assignment and Acceptance. Unless the context otherwise requires, the
         term "Lenders" includes the Swingline Lender.

                  "Leshan JV Agreement" means the Joint Venture Contract dated
         as of March 1, 1995, by and between Leshan Radio Company, Ltd. and
         Motorola International Development Corporation.

                  "Letter of Credit" means any letter of credit issued pursuant
         to this Agreement.

                  "Leverage Ratio" means, on any date, the ratio of (a) Funded
         Indebtedness as of such date to (b) Consolidated EBITDA (plus, without
         duplication, any Supplemental Interest deducted in calculating
         Consolidated EBITDA) for the period of four consecutive fiscal quarters
         of Holdings ended on such date (or, if such date is not the last day of
         a fiscal quarter, ended on the last day of the fiscal quarter of
         Holdings most recently ended prior to such date).

                  "LIBO Rate" means, with respect to any Eurodollar Borrowing
         for any Interest Period, the rate appearing on Page 3750 of the Dow
         Jones Market Service (or on any successor or substitute page of such
         Service, or any successor to or substitute for such Service, providing
         rate quotations comparable to those currently provided on such page of
         such Service, as determined by the Administrative Agent from time to
         time for purposes of providing quotations of interest rates applicable
         to dollar deposits in the London interbank market) at approximately
         11:00 a.m., London time, two Business Days prior to the commencement of
         such Interest Period, as the rate for dollar deposits with a maturity
         comparable to such Interest Period. In the event that such rate is not
         available at such time for any reason, then the LIBO Rate with respect
         to such Eurodollar Borrowing for such Interest Period shall be the rate
         at which dollar deposits of $5,000,000 and for a maturity comparable to
         such Interest Period are offered by the principal London office of the
         Administrative Agent in immediately available funds in the London
         interbank market at approximately 11:00 a.m., London time, two Business
         Days prior to the commencement of such Interest Period.

                  "Lien" means, with respect to any asset, (a) any mortgage,
         deed of trust, lien, pledge, hypothecation, encumbrance, charge or
         security interest in, on or of such asset, (b) the interest of a vendor
         or a lessor under any conditional sale agreement, capital lease or
         title retention agreement (or any financing lease having substantially
         the same economic effect as any of the foregoing) relating to such
         asset and (c) in the case of securities, any purchase option, call or
         similar right of a third party with respect to such securities.

                  "Liquidity Amount" means, at any time, the aggregate amount of
         cash and Permitted Investments owned by the Borrower and its
         consolidated subsidiaries at such time, excluding (i) cash or Permitted
         Investments owned by the OnMOS Joint Venture and (ii) cash or Permitted
         Investments subject to any Lien in favor of any Person other than the
         Collateral Agent for the benefit of the Secured Parties.

                  "Loan Documents" means this Agreement, the Guarantee
         Agreement, the Indemnity, Subrogation and Contribution Agreement, the
         Security Documents, the Intercreditor Agreement and the Collateral
         Sharing Agreement.

<PAGE>

                                                                              17

                  "Loan Parties" means Holdings, the Borrower and the Subsidiary
         Loan Parties.

                  "Loan Transactions" means the execution, delivery and
         performance by each Loan Party of the Loan Documents to which it is to
         be a party, the borrowing of Loans, the use of the proceeds thereof and
         the issuance of Letters of Credit hereunder.

                  "Loans" means the loans made and the loans continued by the
         Lenders to the Borrower pursuant to this Agreement.

                  "Long-Term Indebtedness" means any Indebtedness that, in
         accordance with GAAP, constitutes (or, when incurred, constituted) a
         long-term liability.

                  "Material Adverse Effect" means a material adverse effect on
         (a) the business, assets, operations, properties, financial condition
         or prospects of Holdings, the Borrower and the Subsidiaries, taken as a
         whole, (b) the ability of the Loan Parties to perform their obligations
         under the Loan Documents or (c) any material rights of or benefits
         available to the Lenders under the Loan Documents.

                  "Material Indebtedness" means Indebtedness (other than the
         Loans and Letters of Credit), or obligations in respect of one or more
         Hedging Agreements, of any one or more of Holdings, the Borrower and
         the Subsidiaries in an aggregate principal amount exceeding
         $10,000,000. For purposes of determining Material Indebtedness, the
         "principal amount" of the obligations of Holdings, the Borrower or any
         Subsidiary in respect of any Hedging Agreement at any time shall be the
         maximum aggregate amount (giving effect to any netting agreements) that
         Holdings, the Borrower or such Subsidiary would be required to pay if
         such Hedging Agreement were terminated at such time.

                  "Measurement Period" has the meaning assigned to such term in
         Section 6.14.

                  "Moody's" means Moody's Investors Service, Inc.

                  "Mortgage" means a mortgage, deed of trust, assignment of
         leases and rents, leasehold mortgage or other security document
         granting a Lien on any Mortgaged Property or Restatement Mortgaged
         Property to secure the Obligations. Each Mortgage shall be reasonably
         satisfactory in form and substance to the Collateral Agent.

                  "Mortgaged Property" means, initially, each parcel of real
         property and the improvements thereto owned by a Loan Party and
         identified on Schedule 1.01, and includes each other parcel of real
         property and improvements thereto with respect to which a Mortgage is
         granted pursuant to Section 5.12 or 5.13.

                  "Motorola" means Motorola, Inc., a Delaware corporation.

                  "Multiemployer Plan" means a multiemployer plan as defined in
         Section 4001(a)(3) of ERISA.

                  "Net Proceeds" means, with respect to any event (a) the cash
         proceeds received in respect of such event, including (i) any cash
         received in respect of any non-cash proceeds, but only as and when
         received, (ii) in the case of a casualty or other

<PAGE>

                                                                              18

         insured damage, insurance proceeds in excess of $1,000,000, and (iii)
         in the case of a condemnation or similar event, condemnation awards and
         similar payments, net of (b) the sum of (i) all reasonable fees and
         out-of-pocket expenses (including underwriting discounts and
         commissions and collection expenses) paid or payable by Holdings, the
         Borrower and the Subsidiaries to third parties in connection with such
         event, (ii) in the case of a sale, transfer or other disposition of an
         asset (including pursuant to a sale and leaseback transaction or a
         casualty or a condemnation or similar proceeding), the amount of all
         payments required to be made by Holdings, the Borrower and the
         Subsidiaries as a result of such event to repay Indebtedness (other
         than Loans) secured by such asset or otherwise subject to mandatory
         prepayment as a result of such event, and (iii) the amount of all taxes
         paid (or reasonably estimated to be payable) by Holdings, the Borrower
         and the Subsidiaries, and the amount of any reserves established by
         Holdings, the Borrower and the Subsidiaries to fund contingent
         liabilities reasonably estimated to be payable, in each case during the
         year that such event occurred or the next succeeding year and that are
         directly attributable to such event (as determined reasonably and in
         good faith by the chief financial officer of the Borrower).
         Notwithstanding anything to the contrary set forth above, the proceeds
         of any sale, transfer or other disposition of Receivables or Related
         Property (or any interest therein) pursuant to any Permitted
         Receivables Financing shall not be deemed to constitute Net Proceeds
         except to the extent that such sale, transfer or other disposition (a)
         is the initial sale, transfer or other disposition of Receivables or
         Related Property (or any interest therein) in connection with the
         establishment of such Permitted Receivables Financing or (b) occurs in
         connection with an increase in the aggregate outstanding amount of such
         Permitted Receivables Financing over the aggregate outstanding amount
         of such Permitted Receivables Financing at the time of such initial
         sale, transfer or other disposition.

                  "Net Working Capital" means, at any date, (a) the consolidated
         current assets and non-current deferred income tax assets of Holdings,
         the Borrower and the consolidated Subsidiaries as of such date
         (excluding cash and Permitted Investments) minus (b) the consolidated
         current liabilities and non-current deferred income tax liabilities of
         Holdings, the Borrower and the consolidated Subsidiaries as of such
         date (excluding current liabilities that constitute Indebtedness). Net
         Working Capital at any date may be a positive or negative number. Net
         Working Capital increases when it becomes more positive or less
         negative and decreases when it becomes less positive or more negative.

                  "Obligations" has the meaning assigned to such term in the
         Security Agreement.

                  "OnMOS Joint Venture" means a Person organized (or to be
         organized) in a jurisdiction outside the United States to which
         Subsidiaries of Holdings will contribute the assets and operations of
         their TMOS business.

                  "Original Credit Agreement" means the Credit Agreement dated
         as of August 4, 1999, among Holdings, the Borrower, the Lenders party
         thereto, The Chase Manhattan Bank, a New York banking corporation, as
         Administrative Agent, Collateral Agent and syndication agent and Credit
         Lyonnais New York Branch, DLJ Capital Funding, Inc. and Lehman
         Commercial Paper, as co-documentation agents thereunder.

                  "Other Taxes" means any and all current or future recording,
         stamp, documentary, excise, transfer, sales, property or similar taxes,
         charges or levies arising

<PAGE>

                                                                              19

         from any payment made under any Loan Document or from the execution,
         delivery or enforcement of, or otherwise with respect to, any Loan
         Document.

                  "Partial Facilities Transfer" shall have the meaning assigned
         to such term in Section 6.15.

                  "PBGC" means the Pension Benefit Guaranty Corporation referred
         to and defined in ERISA and any successor entity performing similar
         functions.

                  "Perfection Certificate" means a certificate in the form of
         Annex 2 to the Security Agreement or any other form approved by the
         Borrower and the Administrative Agent.

                  "Permitted Acquisition" means any acquisition (whether by
         purchase, merger, consolidation or otherwise) by the Borrower or any
         consolidated Subsidiary of all or substantially all the assets of, or
         all the Equity Interests in, a Person or division or line of business
         of a Person if, at the time of and immediately after giving effect
         thereto, (a) no Default has occurred and is continuing or would result
         therefrom, (b) the principal business of such Person shall be
         reasonably related to a business in which the Borrower and the
         Subsidiaries were engaged on the Effective Date, (c) each Subsidiary
         formed for the purpose of or resulting from such acquisition shall be a
         Subsidiary Loan Party and all of the Equity Interests of such
         Subsidiary Loan Party shall be owned directly by the Borrower or a
         consolidated Subsidiary Loan Party and all actions required to be taken
         with respect to such acquired or newly formed Subsidiary Loan Party
         under Sections 5.12 and 5.13 shall have been taken and (d) Holdings has
         delivered to the Administrative Agent an officers' certificate to the
         effect set forth in clauses (a), (b) and (c) above.

                  "Permitted Convertible Debt" means Indebtedness of Holdings in
         respect of subordinated convertible debt securities (i) that is
         unsecured and subordinated to the Obligations on terms no less
         favorable to the Lenders than the terms of the Subordinated Debt, (ii)
         that does not provide for scheduled payments of principal earlier than
         91 days after the final scheduled repayment of principal of the Term
         Loans, (iii) that is convertible into common equity of Holdings and
         (iv) the other terms (excluding the aggregate principal amount and
         conversion rate thereof) of which are reasonably satisfactory to the
         Administrative Agent in all material respects.

                  "Permitted Encumbrances" means:

                  (a) Liens imposed by law for taxes or other governmental
               charges that are not yet due or are being contested in compliance
               with Section 5.05;

                  (b) carriers', warehousemen's, mechanics', materialmen's,
               repairmen's and other like Liens imposed by law, arising in the
               ordinary course of business and securing obligations that are not
               overdue by more than 30 days or are being contested in compliance
               with Section 5.05;

                  (c) pledges and deposits made in the ordinary course of
               business in compliance with workers' compensation, unemployment
               insurance and other social security laws or regulations;

<PAGE>

                                                                              20

                  (d) Liens (other than Liens on Collateral) to secure the
               performance of bids, trade contracts, leases, statutory
               obligations, surety and appeal bonds, performance bonds and other
               obligations of a like nature, in each case in the ordinary course
               of business;

                  (e) judgment liens in respect of judgments that do not
               constitute an Event of Default under clause (k) of Article VII;

                  (f) easements, zoning restrictions, rights-of-way and similar
               encumbrances on real property imposed by law or arising in the
               ordinary course of business and minor defects or irregularities
               in title that do not secure any monetary obligations and do not
               materially detract from the value of the affected property or
               interfere with the ordinary conduct of business of the Borrower
               or any Subsidiary;

                  (g) ground leases in respect of real property on which
               facilities owned or leased by the Borrower or any of the
               Subsidiaries are located;

                  (h) any interest or title of a lessor under any lease
               permitted by this Agreement;

                  (i) Liens in favor of customs and revenue authorities arising
               as a matter of law to secure payment of customs duties in
               connection with the importation of goods; and

                  (j) leases or subleases granted to other Persons and not
               interfering in any material respect with the business of the
               Borrower and the Subsidiaries, taken as a whole,

         provided that the term "Permitted Encumbrances" shall not include any
         Lien securing Indebtedness.

                  "Permitted Investments" means:

                  (a) direct obligations of, or obligations the principal of and
               interest on which are unconditionally guaranteed by, the United
               States of America (or by any agency thereof to the extent such
               obligations are backed by the full faith and credit of the United
               States of America);

                  (b) investments in commercial paper maturing not more than one
               year after the date of acquisition thereof and having, at such
               date of acquisition, one of the two highest credit ratings
               obtainable from S&P or from Moody's;

                  (c) investments in certificates of deposit, banker's
               acceptances and time deposits maturing not more than one year
               after the date of acquisition thereof issued or guaranteed by or
               placed with, and money market deposit accounts and overnight bank
               deposits issued or offered by, any commercial bank organized
               under the laws of the United States of America or any State
               thereof or any foreign country recognized by the United States of
               America that has a combined capital and surplus and undivided
               profits of not less than $250,000,000 (or the foreign-currency
               equivalent thereof);

<PAGE>

                                                                              21

                  (d) fully collateralized repurchase agreements with a term of
               not more than 30 days for securities described in clause (a)
               above or clause (e) or (f) below and entered into with a
               financial institution satisfying the criteria described in clause
               (c) above;

                  (e) securities issued by any state of the United States of
               America or any political subdivision of any such state or any
               public instrumentality thereof having maturities of not more than
               six months from the date of acquisition thereof and, at the time
               of acquisition, having one of the two highest credit ratings
               obtainable from S&P or from Moody's;

                  (f) securities issued by any foreign government or any
               political subdivision of any foreign government or any public
               instrumentality thereof having maturities of not more than six
               months from the date of acquisition thereof and, at the time of
               acquisition, having one of the two highest credit ratings
               obtainable from S&P or from Moody's; and

                  (g) investments in funds that invest solely in one or more
               types of securities described in clauses (a), (e) and (f) above.

                  "Permitted Receivables Financing" means any financing pursuant
         to which (a) the Borrower or any Subsidiary sells, conveys or otherwise
         transfers to a Receivables Subsidiary, in "true sale" transactions, and
         (b) such Receivables Subsidiary sells, conveys or otherwise transfers
         to any other Person or grants a security interest to any other Person
         in, any Receivables (whether now existing or hereafter acquired) of the
         Borrower or any Subsidiary or any undivided interest therein, and any
         assets related thereto (including all collateral securing such
         Receivables), all contracts and all Guarantees or other obligations in
         respect of such Receivables, proceeds of such Receivables and other
         assets that are customarily transferred or in respect of which security
         interests are customarily granted in connection with asset
         securitization transactions involving Receivables, provided that the
         board of directors of Holdings shall have determined in good faith that
         such Permitted Receivables Financing is economically fair and
         reasonable to Holdings, the Borrower and the Subsidiaries, taken as a
         whole.

                  "Person" means any natural person, corporation, limited
         liability company, trust, joint venture, association, company,
         partnership, Governmental Authority or other entity.

                  "Plan" means any employee pension benefit plan (other than a
         Multiemployer Plan) subject to the provisions of Title IV of ERISA or
         Section 412 of the Code or Section 302 of ERISA, and in respect of
         which the Borrower or any ERISA Affiliate is an "employer" as defined
         in Section 3(5) of ERISA.

                  "Pledge Agreement" means the Pledge Agreement, entered into in
         connection with the Original Credit Agreement, attached hereto as
         Exhibit E, among the Loan Parties and the Collateral Agent for the
         benefit of the Secured Parties, as amended in connection with the
         issuance of the First Lien Notes, and as further amended from time to
         time.

<PAGE>

                                                                              22

                  "Prepayment Event" means:

                  (a) any sale, transfer or other disposition (including
               pursuant to a Permitted Receivables Financing or a sale and
               leaseback transaction) of any property or asset of the Borrower
               or any Subsidiary, including any Equity Interest owned by it,
               other than (i) dispositions described in clauses (a) and (b) of
               Section 6.05 and (ii) other dispositions resulting in aggregate
               Net Proceeds not exceeding $1,000,000 during any fiscal year of
               the Borrower; or

                  (b) any casualty or other insured damage to, or any taking
               under power of eminent domain or by condemnation or similar
               proceeding of, any property or asset of the Borrower or any
               Subsidiary, but only to the extent that the Net Proceeds
               therefrom have not been applied to repair, restore or replace
               such property or asset within 365 days after such event; or

                  (c) the incurrence by Holdings, the Borrower or any Subsidiary
               of any Indebtedness, excluding any Indebtedness (other than,
               prior to the Transition Date, Permitted Convertible Debt)
               permitted by Section 6.01; or

                  (d) prior to the Transition Date, the issuance by Holdings,
               the Borrower or any Subsidiary of any Equity Interests, other
               than (i) any such issuance by the Borrower or any Subsidiary to
               Holdings or the Borrower or to another Subsidiary, (ii) the
               issuance of Equity Interests expressly permitted by Section
               6.01(d), (iii) the issuance of common stock or preferred stock of
               Holdings pursuant to the TPG Equity Purchase and (iv) Equity
               Interests issued in the form, or upon the exercise of, options to
               acquire common stock of Holdings issued to members of management
               and employees of Holdings, the Borrower or any Subsidiary and
               options or warrants in respect of the capital stock of Holdings
               issued as compensation to consultants to Holdings, the Borrower
               or any Subsidiary.

                  "Prime Rate" means the rate of interest per annum publicly
         announced from time to time by JPMorgan Chase Bank as its prime rate in
         effect at its principal office in New York City; each change in the
         Prime Rate shall be effective from and including the date such change
         is publicly announced as being effective.

                  "Qualified Liquidity Financing" means the issuance by Holdings
         of preferred stock, common stock or warrants in respect of preferred
         stock or common stock to TPG, or the incurrence by Holdings or the
         Borrower of Indebtedness for borrowed money owed to TPG, in each case
         for cash consideration; provided that (a) any such Indebtedness shall
         be unsecured, (b) the terms of any such preferred stock or Indebtedness
         shall not include any covenants, redemption provisions, events of
         default or other terms that would entitle the holder thereof to make
         any claim or assert any right or remedy prior to payment in full of the
         Obligations and termination of the Commitments and (c) prior to any
         such issuance of preferred stock or incurrence of Indebtedness, TPG and
         Holdings or the Borrower, as applicable, shall have entered into an
         agreement with the Administrative Agent, in form and substance
         reasonably satisfactory to the Administrative Agent, effectively
         subordinating any and all obligations in respect of such preferred
         stock or Indebtedness to the Obligations and providing that, prior to
         repayment in full of all the Obligations and termination of the
         Commitments, the holder or holders of such preferred stock or
         Indebtedness, as applicable, shall not be entitled to receive any cash
         payments in respect thereof or to exercise any rights or remedies
         (other than, in the

<PAGE>

                                                                              23

         case of clauses (b) and (c) above, rights and remedies the exercise of
         which would not constitute or result in a Default).

                  "Recapitalization" means (a) the recapitalization of Holdings
         in accordance with the Recapitalization Agreement pursuant to which the
         Investor will acquire approximately 91% of the common stock of Holdings
         and (b) the related transactions contemplated by the Recapitalization
         Agreement.

                  "Recapitalization Agreement" means the Agreement and Plan of
         Recapitalization and Merger dated as of May 11, 1999, among Motorola,
         Holdings, the Borrower, the Investor and TPG Semiconductor Acquisition
         Corp., as amended.

                  "Recapitalization Documents" means the Recapitalization
         Agreement, the Reorganization Agreement and the Transition Agreements.

                  "Receivable" means the Indebtedness and payment obligations of
         any Person to the Borrower or any of the Subsidiaries or acquired by
         the Borrower or any of the Subsidiaries (including obligations
         constituting an account or general intangible or evidenced by a note,
         instrument, contract, security agreement, chattel paper or other
         evidence of indebtedness or security) arising from a sale of
         merchandise or the provision of services by the Borrower or any
         Subsidiary or the Person from which such Indebtedness and payment
         obligation were acquired by the Borrower or any of the Subsidiaries,
         including (a) any right to payment for goods sold or for services
         rendered and (b) the right to payment of any interest, sales taxes,
         finance charges, returned check or late charges and other obligations
         of such Person with respect thereto.

                  "Receivables Subsidiary" means a corporation or other entity
         that is a newly formed, wholly owned, bankruptcy-remote, special
         purpose subsidiary of Holdings, the Borrower or any wholly owned
         Subsidiary (a) that engages in no activities other than in connection
         with the financing of Receivables, all proceeds thereof and all rights
         (contractual or other), collateral and other assets relating thereto,
         and any business or activities incidental or related to such business
         (including servicing of Receivables), (b) that is designated by the
         board of directors of the Borrower (as provided below) as a Receivables
         Subsidiary, (c) of which no portion of its Indebtedness or any other
         obligations (contingent or otherwise) (i) is Guaranteed by Holdings,
         the Borrower or any Subsidiary (other than pursuant to Standard
         Securitization Undertakings), (ii) is recourse to or obligates
         Holdings, the Borrower or any Subsidiary in any way other than pursuant
         to Standard Securitization Undertakings and other than any obligation
         to sell or transfer Receivables or (iii) subjects any property or asset
         of Holdings, the Borrower or any Subsidiary, directly or indirectly,
         contingently or otherwise, to the satisfaction thereof, (d) with which
         none of Holdings, the Borrower or any Subsidiary has any material
         contract, agreement, arrangement or understanding (except in connection
         with a Permitted Receivables Financing) other than on terms no less
         favorable to Holdings, the Borrower or such Subsidiary than those that
         might be obtained at the time from Persons that are not Affiliates of
         Holdings, other than fees payable in the ordinary course of business in
         connection with servicing Receivables, and (e) to which none of
         Holdings, the Borrower or any Subsidiary has any obligation to maintain
         or preserve such entity's financial condition or cause such entity to
         achieve certain levels of operating results. Upon any such designation,
         a Financial Officer of the Borrower shall deliver a certificate to the
         Administrative Agent certifying (a) the resolution of the board of
         directors of the Borrower giving effect to such designation, (b) that,
         to the best of such officer's

<PAGE>

                                                                              24

         knowledge and belief after consulting with counsel, such designation
         complied with the foregoing conditions and (c) immediately after giving
         effect to such designation, no Default shall have occurred and be
         continuing.

                  "Register" has the meaning set forth in Section 9.04(c).

                  "Related Parties" means, with respect to any specified Person,
         such Person's Affiliates and the respective directors, officers,
         employees, agents and advisors of such Person and such Person's
         Affiliates.

                  "Related Property" shall mean, with respect to each
         Receivable:

                  (a) all the interest of the Borrower or any Subsidiary in the
               goods, if any, sold and delivered to an obligor relating to the
               sale that gave rise to such Receivable,

                  (b) all other security interests or Liens, and the interest of
               the Borrower or any Subsidiary in the property subject thereto,
               from time to time purporting to secure payment of such
               Receivable, together with all financing statements signed by an
               obligor describing any collateral securing such Receivable and

                  (c) all guarantees, insurance, letters of credit and other
               agreements or arrangements of whatever character from time to
               time supporting or securing payment of such Receivable,

         in the case of clauses (b) and (c), whether pursuant to the contract
         related to such Receivable or otherwise or pursuant to any obligations
         evidenced by a note, instrument, contract, security agreement, chattel
         paper or other evidence of Indebtedness or security and the proceeds
         thereof.

                  "Release" means any release, spill, emission, leaking,
         dumping, injection, pouring, deposit, disposal, discharge, dispersal,
         leaching or migration into the environment (including ambient air,
         surface water, groundwater, land surface or subsurface strata) or
         within any building, structure, facility or fixture.

                  "Reorganization Agreement" means the Reorganization Agreement
         dated as of May 11, 1999, by and among Motorola, Holdings and the
         Borrower, as amended.

                  "Required Lenders" means, at any time, Lenders having
         Revolving Exposures, Term Loans and unused Commitments representing
         more than 50% of the sum of the total Revolving Exposures, outstanding
         Term Loans and unused Commitments at such time.

                  "Restatement Effective Date" has the meaning given to such
         term in the Amendment and Restatement Agreement.

                  "Restatement Mortgaged Property" means each parcel of real
         property and the improvements thereto owned by a Loan Party as a result
         of the Acquisition and identified on Schedule 1.01(b).

<PAGE>

                                                                              25

                  "Restatement Transactions" means the execution and delivery of
         the Amendment and Restatement Agreement by each Person party thereto,
         the satisfaction of the conditions to the effectiveness thereof, and
         the consummation of the transactions contemplated thereby, including
         the conversion of Revolving Loans into Tranche R Term Loans, the
         issuance of the First Lien Notes and the application of the proceeds
         thereof.

                  "Restricted Payment" means any dividend or other distribution
         (whether in cash, securities or other property) with respect to any
         Equity Interests in Holdings, the Borrower or any Subsidiary, or any
         payment (whether in cash, securities or other property), including any
         sinking fund or similar deposit, on account of the purchase,
         redemption, retirement, acquisition, cancelation or termination of any
         Equity Interests in Holdings, the Borrower or any Subsidiary or any
         option, warrant or other right to acquire any such Equity Interests in
         Holdings, the Borrower or any Subsidiary.

                  "Restructuring Liquidation Sales" means sales of plant,
         property and equipment for cash consideration as part of restructuring
         activities in which Holdings, the Borrower or any Subsidiary is, as of
         April 17, 2002, currently engaged in or committed to engage in, which
         activities were disclosed to the Administrative Agent prior to April
         17, 2002.

                  "Revolving Availability Period" means the period from and
         including the Effective Date to but excluding the earlier of the
         Revolving Maturity Date and the date of termination of the Revolving
         Commitments.

                  "Revolving Commitment" means, with respect to each Lender, the
         commitment, if any, of such Lender to make Revolving Loans and to
         acquire participations in Letters of Credit and Swingline Loans
         hereunder, expressed as an amount representing the maximum aggregate
         amount of such Lender's Revolving Exposure hereunder, as such
         commitment may be (a) reduced from time to time pursuant to Section
         2.08 and (b) reduced or increased from time to time pursuant to
         assignments by or to such Lender pursuant to Section 9.04. The initial
         amount of each Lender's Revolving Commitment is set forth on Schedule
         2.01 (as of February 14, 2003, after giving effect to the conversion of
         $62,500,000 aggregate amount of Revolving Loans to Tranche R Term Loans
         and the associated reduction of Revolving Commitments as contemplated
         by the Amendment and Restatement Agreement), or in the Assignment and
         Acceptance pursuant to which such Lender shall have assumed its
         Revolving Commitment, as applicable. The initial aggregate amount of
         the Lenders' Revolving Commitments was $150,000,000.

                  "Revolving Exposure" means, with respect to any Lender at any
         time, the sum of (a) the outstanding principal amount of such Lender's
         Revolving Loans and (b) such Lender's LC Exposure and Swingline
         Exposure at such time.

                  "Revolving Lender" means a Lender with a Revolving Commitment
         or, if the Revolving Commitments have terminated or expired, a Lender
         with Revolving Exposure.

                  "Revolving Loan" means a Loan made pursuant to the first
         sentence of Section 2.01 (or, if made prior to the Restatement
         Effective Date, pursuant to clause (d) of Section 2.01 of the Original
         Credit Agreement or clause (b) of Section 2.01 of the Existing Credit
         Agreement).

<PAGE>

                                                                              26

                  "Revolving Maturity Date" means the earlier of (a) August 4,
         2005, or, if such day is not a Business Day, the next preceding
         Business Day and (b) the date of the repayment in full of the Tranche A
         Term Loans.

                  "SCG Restructuring" means the restructuring of the business of
         the Borrower and the Subsidiaries described in Section 3 of the
         Information Memorandum.

                  "S&P" means Standard & Poor's Rating Service.

                  "SMP" means Surface Mount Products Malaysia Sendirian Berhad,
         a Malaysian private limited liability company.

                  "SMP JV Agreement" means the Joint Venture Agreement dated as
         of July 31, 1992, and August 17, 1992, by and between Motorola and
         Philips Semiconductors International B.V.

                  "Second Lien Documents" means the Second Lien Note Indenture,
         the Intercreditor Agreement, the Second Lien Security Documents and all
         other instruments, agreements and other documents evidencing or
         governing the Second Lien Notes or providing for any Guarantee or other
         right in respect thereof.

                  "Second Lien Note Indenture" means the indenture pursuant to
         which the Second Lien Notes were issued.

                  "Second Lien Notes" means the senior secured second lien notes
         co-issued by the Borrower and Holdings pursuant to the Second Lien Note
         Indenture in an aggregate principal amount of $300,000,000.

                  "Second Lien Security Documents" means any and all security
         agreements, pledge agreements, mortgages and other agreements and
         documents pursuant to which any Liens are granted to secure any
         Indebtedness or other obligations in respect of the Second Lien Notes.

                  "Secured Parties" has the meaning assigned to such term in the
         Security Agreement.

                  "Security Agreement" means the Security Agreement, entered
         into in connection with the Original Credit Agreement, attached hereto
         as Exhibit F, among the Borrower, Holdings, the Subsidiary Loan Parties
         and the Collateral Agent for the benefit of the Secured Parties, as
         amended in connection with the issuance of the First Lien Notes, and as
         further amended from time to time.

                  "Seller" means The Cherry Corporation, a Delaware corporation.

                  "Security Documents" means the Security Agreement, the
         Collateral Assignment, the Pledge Agreement, the Mortgages and each
         other security agreement or other instrument or document executed and
         delivered pursuant to Section 5.12 or 5.13 to secure any of the
         Obligations.

                  "Senior Leverage Ratio" means, on any date, the ratio of (a)
         Total Senior Indebtedness as of such date to (b) Consolidated EBITDA
         (plus, without duplication, any

<PAGE>

                                                                              27

         Supplemental Interest deducted in calculating Consolidated EBITDA) for
         the period of four consecutive fiscal quarters of Holdings ended on
         such date.

                  "Standard Securitization Undertakings" means representations,
         warranties, covenants and indemnities entered into at any time by
         Holdings, the Borrower or any Subsidiary that are reasonably customary
         in an accounts receivable transaction.

                  "Statutory Reserve Rate" means a fraction (expressed as a
         decimal), the numerator of which is the number one and the denominator
         of which is the number one minus the aggregate of the maximum reserve
         percentages (including any marginal, special, emergency or supplemental
         reserves) expressed as a decimal established by the Board to which the
         Administrative Agent is subject (a) with respect to the Base CD Rate,
         for new negotiable nonpersonal time deposits in dollars of over
         $100,000 with maturities approximately equal to three months and (b)
         with respect to the Adjusted LIBO Rate, for eurocurrency funding
         (currently referred to as "Eurocurrency Liabilities" in Regulation D of
         the Board). Such reserve percentages shall include those imposed
         pursuant to such Regulation D. Eurodollar Loans shall be deemed to
         constitute eurocurrency funding and to be subject to such reserve
         requirements without benefit of or credit for proration, exemptions or
         offsets that may be available from time to time to any Lender under
         such Regulation D or any comparable regulation. The Statutory Reserve
         Rate shall be adjusted automatically on and as of the effective date of
         any change in any reserve percentage.

                  "Subordinated Debt" means the Senior Subordinated Notes due
         2009 issued by Holdings and the Borrower as co-issuers on the Effective
         Date in the aggregate principal amount of $400,000,000 and the
         Indebtedness represented thereby (including the Note Guarantees,
         Exchange Notes (each as defined in Subordinated Debt Documents),
         guarantees of Exchange Notes and any replacement Notes).

                  "Subordinated Debt Documents" means the indenture under which
         the Subordinated Debt was issued and all other instruments, agreements
         and other documents evidencing or governing the Subordinated Debt or
         providing for any Guarantee or other right in respect thereof.

                  "subsidiary" means, with respect to any Person (the "parent")
         at any date, any corporation, limited liability company, partnership,
         association or other entity the accounts of which would be consolidated
         with those of the parent in the parent's consolidated financial
         statements if such financial statements were prepared in accordance
         with GAAP as of such date, as well as any other corporation, limited
         liability company, partnership, association or other entity (a) of
         which securities or other ownership interests representing more than
         50% of the equity or more than 50% of the ordinary voting power or, in
         the case of a partnership, more than 50% of the general partnership
         interests are, as of such date, owned, controlled or held, or (b) that
         is, as of such date, otherwise Controlled, by the parent or one or more
         subsidiaries of the parent or by the parent and one or more
         subsidiaries of the parent.

                  "Subsidiary" means any subsidiary of Holdings other than the
         Borrower. Without limiting the generality of the definition of the term
         "subsidiary", it is understood and agreed that each of (a) Tesla Sezam,
         a.s., a corporation existing under the laws of the Czech Republic, (b)
         Terosil, a.s., a corporation existing under the laws of the Czech
         Republic, (c) ON Semiconductor Slovakia a.s. (formerly known as
         Slovakia Electronic

<PAGE>

                                                                              28

         Industries, a.s.), a corporation existing under the laws of Slovakia,
         and (d) Leshan-Phoenix Semiconductor Co., Ltd., an entity existing
         under the laws of the People's Republic of China, is a subsidiary of
         Holdings as of the Effective Date.

                  "Subsidiary Loan Party" means any Subsidiary that is not a
         Foreign Subsidiary or a Receivables Subsidiary.

                  "Supplemental Interest" means the portion of any interest
         accrued in respect of any Loan attributable to clause (a)(ii) of the
         definition of the term Applicable Rate.

                  "Supplemental Interest Termination Date" means (a) if all
         Supplemental Interest accrued to but excluding March 31, 2003, has been
         paid on or prior to March 31, 2003, then March 31, 2003, or (b)
         otherwise, June 30, 2003.

                  "Swingline Exposure" means, at any time, the aggregate
         principal amount of all Swingline Loans outstanding at such time. The
         Swingline Exposure of any Revolving Lender at any time shall be its
         Applicable Percentage of the total Swingline Exposure at such time.

                  "Swingline Lender" means JPMorgan Chase Bank, in its capacity
         as lender of Swingline Loans hereunder.

                  "Swingline Loan" means a Loan made pursuant to Section 2.04.

                  "Taxes" means any and all current or future taxes, levies,
         imposts, duties, deductions, charges or withholdings imposed by any
         Governmental Authority.

                  "Term Loans" means Tranche A Term Loans, Tranche B Term Loans,
         Tranche C Term Loans, Tranche D Term Loans and Tranche R Term Loans.

                  "Three-Month Secondary CD Rate" means, for any day, the
         secondary market rate for three-month certificates of deposit reported
         as being in effect on such day (or, if such day is not a Business Day,
         the next preceding Business Day) by the Board through the public
         information telephone line of the Federal Reserve Bank of New York
         (which rate will, under the current practices of the Board, be
         published in Federal Reserve Statistical Release H.15(519) during the
         week following such day) or, if such rate is not so reported on such
         day or such next preceding Business Day, the average of the secondary
         market quotations for three-month certificates of deposit of major
         money center banks in New York City received at approximately 10:00
         a.m., New York City time, on such day (or, if such day is not a
         Business Day, on the next preceding Business Day) by the Administrative
         Agent from three negotiable certificate of deposit dealers of
         recognized standing selected by it.

                  "Total Senior Indebtedness" means, as of any date, the
         aggregate principal amount of Indebtedness of Holdings, the Borrower
         and the Subsidiaries outstanding on such date, determined on a
         consolidated basis, excluding the Subordinated Debt, any Permitted
         Convertible Debt, the Junior Subordinated Note, Qualified Liquidity
         Financing and any other Indebtedness that is effectively subordinated
         to the Obligations on terms no less favorable to the Lenders than the
         terms of the Subordinated Debt.

<PAGE>

                                                                              29

                  "TPG" means TPG Partners II, L.P. and its Affiliates, provided
         that no such Affiliate shall be deemed a member of TPG to the extent it
         ceases to be Controlled by, or under common Control with, TPG Partners
         II, L.P.

                  "TPG Equity Purchase" means the purchase by TPG of common
         stock or preferred stock of Holdings for cash consideration in an
         amount equal to $100,000,000 and the immediate contribution by Holdings
         to the Borrower of such cash as common equity; provided that, in the
         case of any such purchase of preferred stock, (a) the terms of such
         preferred stock shall not include any covenants, redemption provisions,
         events of default or other terms that would entitle the holder thereof
         to make any claim or assert any right or remedy prior to payment in
         full of the Obligations and termination of the Commitments and (b)
         prior to any such issuance of preferred stock, TPG and Holdings shall
         have entered into an agreement with the Administrative Agent, in form
         and substance reasonably satisfactory to the Administrative Agent,
         effectively subordinating any and all obligations in respect of such
         preferred stock to the Obligations and providing that, prior to the
         repayment in full of all the Obligations and termination of the
         Commitments, the holder or holders of such preferred stock shall not be
         entitled to receive any cash payments in respect thereof or to exercise
         any rights (other than in the case of clauses (a) and (b) above, rights
         and remedies the exercise of which would not constitute or result in a
         Default).

                  "Tranche", when used in reference to any Borrowings, refers to
         whether such Borrowings consist of Revolving Loans, Tranche A Term
         Loans, Tranche B Term Loans, Tranche C Term Loans, Tranche D Term Loans
         or Tranche R Term Loans.

                  "Tranche A Commitment" means, with respect to each Lender, the
         commitment, if any, of such Lender to make Tranche A Term Loans
         pursuant to clause (a) of Section 2.01 of the Original Credit
         Agreement. The initial aggregate amount of the Lenders' Tranche A
         Commitments was $200,000,000.

                  "Tranche A Lender" means a Lender with a Tranche A Commitment
         or an outstanding Tranche A Term Loan.

                  "Tranche A Maturity Date" means August 4, 2005, or, if such
         day is not a Business Day, the next preceding Business Day.

                  "Tranche A Term Loan" means a Loan made on or after the
         Effective Date pursuant to clause (a) of Section 2.01 of the Original
         Credit Agreement. The aggregate principal amount of Tranche A Term
         Loans outstanding on February 14, 2003, is $6,606,280.37.

                  "Tranche B Commitment" means, with respect to each Lender, the
         commitment, if any, of such Lender to make a Tranche B Term Loan
         pursuant to clause (b) of Section 2.01 of the Original Credit
         Agreement. The initial aggregate amount of the Lenders' Tranche B
         Commitments was $325,000,000.

                  "Tranche B Lender" means a Lender with a Tranche B Commitment
         or an outstanding Tranche B Term Loan.

                  "Tranche B Maturity Date" means August 4, 2006, or, if such
         day is not a Business Day, the next preceding Business Day.

<PAGE>

                                                                              30

                  "Tranche B Term Loan" means a Loan made on the Effective Date
         pursuant to clause (b) of Section 2.01 of the Original Credit
         Agreement. The aggregate principal amount of Tranche B Term Loans
         outstanding on February 14, 2003, is $209,869,640.05.

                  "Tranche C Commitment" means, with respect to each Lender, the
         commitment, if any, of such Lender to make a Tranche C Term Loan
         pursuant to clause (c) of Section 2.01 of the Original Credit
         Agreement. The initial aggregate amount of the Lenders' Tranche C
         Commitments was $350,000,000.

                  "Tranche C Lender" means a Lender with a Tranche C Commitment
         or an outstanding Tranche C Term Loan.

                  "Tranche C Maturity Date" means August 4, 2007, or, if such
         day is not a Business Day, the next preceding Business Day.

                  "Tranche C Term Loan" means a Loan made on the Effective Date
         pursuant to clause (c) of Section 2.01 of the Original Credit
         Agreement. The aggregate principal amount of Tranche C Term Loans
         outstanding on February 14, 2003, is $226,008,894.76.

                  "Tranche D Commitment" means, with respect to each Lender, the
         commitment, if any, of such Lender to make a Tranche D Term Loan
         pursuant to clause (a) of Section 2.01 of the Existing Credit
         Agreement. The initial aggregate amount of the Lenders' Tranche D
         Commitments was $200,000,000.

                  "Tranche D Lender" means a Lender with a Tranche D Commitment
         or an outstanding Tranche D Term Loan.

                  "Tranche D Maturity Date" means August 4, 2007, or, if such
         day is not a Business Day, the next preceding Business Day.

                  "Tranche D Term Loan" means a Loan made pursuant to clause (a)
         of Section 2.01 of the Existing Credit Agreement. The aggregate
         principal amount of Tranche D Term Loans outstanding on February 14,
         2003, is $134,147,128.19.

                  "Tranche R Lender" means a Lender with an outstanding Tranche
         R Term Loan.

                  "Tranche R Maturity Date" means the earlier of (a) August 4,
         2005, or, if such day is not a Business Day, the next preceding
         Business Day and (b) the date of the repayment in full of the Tranche A
         Term Loans.

                  "Tranche R Term Loan" means a Loan resulting from the
         conversion of $62,500,000 aggregate principal amount of outstanding
         Revolving Loans to "Tranche R Term Loans" on the Restatement Effective
         Date pursuant to the Amendment and Restatement Agreement.

                  "Transactions" means the Restatement Transactions and the
         Financing Transactions.

<PAGE>

                                                                              31

                  "Transition Agreements" means agreements to be entered into
         with Motorola or its Affiliates as contemplated by the Recapitalization
         Agreement and as in effect on the Effective Date and as amended from
         time to time in accordance with Section 6.11(b).

                  "Transition Date" means the date on which the Borrower shall
         have delivered to the Administrative Agent financial statements
         demonstrating that as of the end of the immediately preceding fiscal
         quarter of Holdings (a) the Leverage Ratio was less than or equal to
         3.75 to 1.00, (b) the Senior Leverage Ratio was less than or equal to
         2.75 to 1.00 and (c) the Interest Expense Coverage Ratio for the period
         of four consecutive fiscal quarters ending on the last day of such
         quarter was greater than or equal to 2.50 to 1.00.

                  "Type", when used in reference to any Loan or Borrowing,
         refers to whether the rate of interest on such Loan, or on the Loans
         comprising such Borrowing, is determined by reference to the Adjusted
         LIBO Rate or the Alternate Base Rate.

                  "Withdrawal Liability" means liability to a Multiemployer Plan
         as a result of a complete or partial withdrawal from such Multiemployer
         Plan, as such terms are defined in Part I of Subtitle E of Title IV of
         ERISA.

                  SECTION 1.02.     Classification of Loans and Borrowings. For
         purposes of this Agreement, Loans may be classified and referred to by
         Class (e.g., a "Revolving Loan") or by Type (e.g., a "Eurodollar Loan")
         or by Class and Type (e.g., a "Eurodollar Revolving Loan"). Borrowings
         also may be classified and referred to by Class (e.g., a "Revolving
         Borrowing") or by Type (e.g., a "Eurodollar Borrowing") or by Class and
         Type (e.g., a "Eurodollar Revolving Borrowing").

                  SECTION 1.03.     Terms Generally. The definitions of terms
         herein shall apply equally to the singular and plural forms of the
         terms defined. Whenever the context may require, any pronoun shall
         include the corresponding masculine, feminine and neuter forms. The
         words "include", "includes" and "including" shall be deemed to be
         followed by the phrase "without limitation". The word "will" shall be
         construed to have the same meaning and effect as the word "shall".
         Unless the context requires otherwise (a) any definition of or
         reference to any agreement, instrument or other document herein shall
         be construed as referring to such agreement, instrument or other
         document as from time to time amended, supplemented or otherwise
         modified (subject to any restrictions on such amendments, supplements
         or modifications set forth herein), (b) any reference herein to any
         Person shall be construed to include such Person's successors and
         assigns, (c) the words "herein", "hereof" and "hereunder", and words of
         similar import, shall be construed to refer to this Agreement in its
         entirety and not to any particular provision hereof, (d) all references
         herein to Articles, Sections, Exhibits and Schedules shall be construed
         to refer to Articles and Sections of, and Exhibits and Schedules to,
         this Agreement and (e) the words "asset" and "property" shall be
         construed to have the same meaning and effect and to refer to any and
         all tangible and intangible assets and properties, including cash,
         securities, accounts and contract rights.

                  SECTION 1.04.     Accounting Terms; GAAP. Except as otherwise
         expressly provided herein, all terms of an accounting or financial
         nature shall be construed in accordance with GAAP, as in effect from
         time to time, provided that, if the Borrower notifies the
         Administrative Agent that the Borrower requests an amendment to

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                                                                              32

         any provision hereof to eliminate the effect of any change occurring
         after the Effective Date in GAAP or in the application thereof on the
         operation of such provision (or if the Administrative Agent notifies
         the Borrower that the Required Lenders request an amendment to any
         provision hereof for such purpose), regardless of whether any such
         notice is given before or after such change in GAAP or in the
         application thereof, then such provision shall be interpreted on the
         basis of GAAP as in effect and applied immediately before such change
         shall have become effective until such notice shall have been withdrawn
         or such provision amended in accordance herewith.

                  SECTION 1.05.     Interim Financial Calculations. For purposes
         of determining the Leverage Ratio and the Interest Expense Coverage
         Ratio:

                  (a) for any period of four consecutive fiscal quarters ended
               on or prior to September 30, 2000, Consolidated EBITDA shall be
               deemed to be the Consolidated EBITDA of Holdings, the Borrower
               and the Subsidiaries (or their respective predecessor entities)
               for such period determined on a consolidated basis in accordance
               with GAAP (it being understood that Consolidated EBITDA for the
               fiscal quarter ended (i) December 31, 1998, was $86,500,000, (ii)
               March 31, 1999, was $76,300,000 and (iii) June 30, 1999, was
               $94,100,000); and

                  (b) (i) Consolidated Cash Interest Expense for the period of
               four consecutive fiscal quarters ending on September 30, 1999,
               shall be equal to the product of (A) Consolidated Cash Interest
               Expense for the period of two fiscal months ending on September
               30, 1999, and (B) a fraction the numerator of which is 12 and the
               denominator of which is two, (ii) Consolidated Cash Interest
               Expense for the period of four consecutive fiscal quarters ending
               on December 31, 1999, shall be equal to the product of (A)
               Consolidated Cash Interest Expense for the period of five fiscal
               months ending on December 31, 1999, and (B) a fraction the
               numerator of which is 12 and the denominator of which is five,
               (iii) Consolidated Cash Interest Expense for the period of four
               consecutive fiscal quarters ending on March 31, 2000, shall be
               equal to the product of (A) Consolidated Cash Interest Expense
               for the period of eight fiscal months ending on March 31, 2000,
               and (B) a fraction the numerator of which is 12 and the
               denominator of which is eight and (iv) Consolidated Cash Interest
               Expense for the period of four consecutive fiscal quarters ending
               on June 30, 2000, shall be equal to the product of (A)
               Consolidated Cash Interest Expense for the period of 11 fiscal
               months ending on June 30, 2000, and (B) a fraction the numerator
               of which is 12 and the denominator of which is 11.

                                   ARTICLE II

                                   The Credits

                  SECTION 2.01.     Commitments. Subject to the terms and
         conditions set forth herein, each Revolving Lender agrees to make
         Revolving Loans to the Borrower from time to time during the Revolving
         Availability Period in an aggregate principal amount that will not
         result in such Lender's Revolving Exposure exceeding such Lender's
         Revolving Commitment. Within the foregoing limits and subject to the
         terms and conditions set forth herein, the Borrower may borrow, prepay
         and reborrow Revolving

<PAGE>

                                                                              33

         Loans. Amounts repaid or prepaid in respect of Term Loans may not be
         reborrowed. All Tranche A Term Loans, Tranche B Term Loans, Tranche C
         Term Loans, Tranche D Term Loans, Revolving Loans and Letters of Credit
         outstanding under the Existing Credit Agreement on the Restatement
         Effective Date shall remain outstanding hereunder on the terms set
         forth herein.

                  SECTION 2.02.     Loans and Borrowings. (a) Each Loan (other
         than a Swingline Loan) shall be made as part of a Borrowing consisting
         of Loans of the same Class and Type made by the Lenders ratably in
         accordance with their respective Commitments of the applicable Class.
         The failure of any Lender to make any Loan required to be made by it
         shall not relieve any other Lender of its obligations hereunder,
         provided that the Commitments of the Lenders are several and no Lender
         shall be responsible for any other Lender's failure to make Loans as
         required.

                  (b) Subject to Section 2.14, each Revolving Borrowing and Term
         Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans
         as the Borrower may request in accordance herewith, provided that all
         Borrowings made on the Effective Date shall be ABR Borrowings. Each
         Swingline Loan shall be an ABR Loan. Each Lender at its option may make
         any Eurodollar Loan by causing any domestic or foreign branch or
         Affiliate of such Lender to make such Loan, provided that (i) any
         exercise of such option shall not affect the obligation of the Borrower
         to repay such Loan in accordance with the terms of this Agreement and
         (ii) the Borrower shall not be required to make any greater payment
         under Section 2.17 to the applicable Lender than such Lender would have
         been entitled to receive if such Lender had not exercised such option.

                  (c) At the commencement of each Interest Period for any
         Eurodollar Borrowing, such Borrowing shall be in an aggregate amount
         that is an integral multiple of $1,000,000 and not less than
         $10,000,000. At the time that each ABR Revolving Borrowing is made,
         such Borrowing shall be in an aggregate amount that is an integral
         multiple of $500,000 and not less than $10,000,000, provided that an
         ABR Revolving Borrowing may be in an aggregate amount that is equal to
         the entire unused balance of the total Revolving Commitments or that is
         required to finance the reimbursement of an LC Disbursement as
         contemplated by Section 2.05(e). Each Swingline Loan shall be in an
         amount that is an integral multiple of $100,000 and not less than
         $500,000. Borrowings of more than one Type and Class may be outstanding
         at the same time, provided that there shall not at any time be more
         than a total of six Eurodollar Borrowings outstanding with respect to
         any Tranche of Borrowings.

                  (d) Notwithstanding any other provision of this Agreement, the
         Borrower shall not be entitled to request, or to elect to convert or
         continue, any Revolving Loan, Tranche A Term Loan, Tranche B Term Loan,
         Tranche C Term Loan, Tranche D Term Loan or Tranche R Term Loan if the
         Interest Period requested with respect thereto would end after the
         Revolving Maturity Date, Tranche A Maturity Date, Tranche B Maturity
         Date, Tranche C Maturity Date, Tranche D Maturity Date or Tranche R
         Maturity Date, respectively.

                  SECTION 2.03.     Requests for Borrowings. To request a
         Revolving Borrowing, the Borrower shall notify the Administrative Agent
         of such request by telephone (a) in the case of a Eurodollar Borrowing,
         not later than 11:00 a.m., New York City time, three Business Days
         before the date of the proposed Borrowing or (b) in

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                                                                              34

         the case of an ABR Borrowing, not later than 10:00 a.m., New York City
         time, on the date of the proposed Borrowing. Each such telephonic
         Borrowing Request shall be irrevocable and shall be confirmed promptly
         by hand delivery or telecopy to the Administrative Agent of a written
         Borrowing Request in a form approved by the Administrative Agent and
         signed by the Borrower. Each such telephonic and written Borrowing
         Request shall specify the following information in compliance with
         Section 2.02:

                  (i) the aggregate amount of such Borrowing;

                  (ii) the date of such Borrowing, which shall be a Business
               Day;

                  (iii) subject to the proviso to the first sentence of Section
               2.02(b), whether such Borrowing is to be an ABR Borrowing or a
               Eurodollar Borrowing;

                  (iv) in the case of a Eurodollar Borrowing, the initial
               Interest Period to be applicable thereto, which shall be a period
               contemplated by the definition of the term "Interest Period"; and

                  (vi) the location and number of the Borrower's account to
               which funds are to be disbursed, which shall comply with the
               requirements of Section 2.06.

         If no election as to the Type of Borrowing is specified, then the
         requested Borrowing shall be an ABR Borrowing. If no Interest Period is
         specified with respect to any requested Eurodollar Revolving Borrowing,
         then the Borrower shall be deemed to have selected an Interest Period
         of one month's duration. Promptly following receipt of a Borrowing
         Request in accordance with this Section, the Administrative Agent shall
         advise each Lender of the details thereof and of the amount of such
         Lender's Loan to be made as part of the requested Borrowing.

                  SECTION 2.04.     Swingline Loans. (a) Subject to the terms
         and conditions set forth herein, the Swingline Lender agrees to make
         Swingline Loans to the Borrower from time to time during the Revolving
         Availability Period, in an aggregate principal amount at any time
         outstanding that will not result in (i) the aggregate principal amount
         of outstanding Swingline Loans exceeding $25,000,000 or (ii) the sum of
         the total Revolving Exposures exceeding the total Revolving
         Commitments, provided that the Swingline Lender shall not be required
         to make a Swingline Loan to refinance an outstanding Swingline Loan.
         Within the foregoing limits and subject to the terms and conditions set
         forth herein, the Borrower may borrow, prepay and reborrow Swingline
         Loans.

                  (b) To request a Swingline Loan, the Borrower shall notify the
         Administrative Agent of such request by telephone (confirmed by
         telecopy), not later than 12:00 noon, New York City time, on the day of
         a proposed Swingline Loan. Each such notice shall be irrevocable and
         shall specify the requested date (which shall be a Business Day) and
         amount of the requested Swingline Loan. The Administrative Agent will
         promptly advise the Swingline Lender of any such notice received from
         the Borrower. The Swingline Lender shall make each Swingline Loan
         available to the Borrower by means of a credit to the general deposit
         account of the Borrower with the Swingline Lender (or, in the case of a
         Swingline Loan made to finance the reimbursement of an LC Disbursement
         as provided in Section 2.05(e), by remittance to

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                                                                              35

         the Issuing Bank) by 3:00 p.m., New York City time, on the requested
         date of such Swingline Loan.

                  (c) The Swingline Lender may by written notice given to the
         Administrative Agent not later than 12:00 noon, New York City time, on
         any Business Day require the Revolving Lenders to acquire
         participations on such Business Day in all or a portion of the
         Swingline Loans outstanding. Such notice shall specify the aggregate
         amount of Swingline Loans in which Revolving Lenders will participate.
         Promptly upon receipt of such notice, the Administrative Agent will
         give notice thereof to each Revolving Lender, specifying in such notice
         such Lender's Applicable Percentage of such Swingline Loan or Swingline
         Loans. Each Revolving Lender hereby absolutely and unconditionally
         agrees, upon receipt of notice as provided above, to pay to the
         Administrative Agent, for the account of the Swingline Lender, such
         Lender's Applicable Percentage of such Swingline Loan or Swingline
         Loans. Each Revolving Lender acknowledges and agrees that its
         obligation to acquire participations in Swingline Loans pursuant to
         this paragraph is absolute and unconditional and shall not be affected
         by any circumstance whatsoever, including the occurrence and
         continuance of a Default or reduction or termination of the
         Commitments, and that each such payment shall be made without any
         offset, abatement, withholding or reduction whatsoever. Each Revolving
         Lender shall comply with its obligation under this paragraph by wire
         transfer of immediately available funds, in the same manner as provided
         in Section 2.06 with respect to Loans made by such Lender (and Section
         2.06 shall apply, mutatis mutandis, to the payment obligations of the
         Revolving Lenders), and the Administrative Agent shall promptly pay to
         the Swingline Lender the amounts so received by it from the Revolving
         Lenders. The Administrative Agent shall notify the Borrower of any
         participations in any Swingline Loan acquired pursuant to this
         paragraph, and thereafter payments in respect of such Swingline Loan
         shall be made to the Administrative Agent and not to the Swingline
         Lender. Any amounts received by the Swingline Lender from the Borrower
         (or other party on behalf of the Borrower) in respect of a Swingline
         Loan after receipt by the Swingline Lender of the proceeds of a sale of
         participations therein shall be promptly remitted to the Administrative
         Agent; any such amounts received by the Administrative Agent shall be
         promptly remitted by the Administrative Agent to the Revolving Lenders
         that shall have made their payments pursuant to this paragraph and to
         the Swingline Lender, as their interests may appear. The purchase of
         participations in a Swingline Loan pursuant to this paragraph shall not
         relieve the Borrower of any default in the payment thereof.

                  SECTION 2.05.     Letters of Credit. (a) General. Subject to
         the terms and conditions set forth herein, the Borrower may request the
         issuance of Letters of Credit for its own account, in a form reasonably
         acceptable to the Administrative Agent and the Issuing Bank, at any
         time and from time to time during the Revolving Availability Period and
         prior to the date that is five Business Days prior to the Revolving
         Maturity Date. In the event of any inconsistency between the terms and
         conditions of this Agreement and the terms and conditions of any form
         of letter of credit application or other agreement submitted by the
         Borrower to, or entered into by the Borrower with, the Issuing Bank
         relating to any Letter of Credit, the terms and conditions of this
         Agreement shall control.

                  (b) Notice of Issuance, Amendment, Renewal, Extension; Certain
         Conditions. To request the issuance of a Letter of Credit (or the
         amendment, renewal or extension of an outstanding Letter of Credit),
         the Borrower shall hand deliver or telecopy (or transmit by electronic
         communication, if arrangements for doing so have been

<PAGE>

                                                                              36

         approved by the Issuing Bank) to the Issuing Bank and the
         Administrative Agent (reasonably in advance of the requested date of
         issuance, amendment, renewal or extension) a notice requesting the
         issuance of a Letter of Credit, or identifying the Letter of Credit to
         be amended, renewed or extended, and specifying the date of issuance,
         amendment, renewal or extension (which shall be a Business Day), the
         date on which such Letter of Credit is to expire (which shall comply
         with paragraph (c) of this Section), the amount of such Letter of
         Credit, the name and address of the beneficiary thereof and such other
         information as shall be necessary to prepare, amend, renew or extend
         such Letter of Credit. If requested by the Issuing Bank, the Borrower
         also shall submit a letter of credit application on the Issuing Bank's
         standard form in connection with any request for a Letter of Credit. A
         Letter of Credit shall be issued, amended, renewed or extended only if
         (and upon issuance, amendment, renewal or extension of each Letter of
         Credit the Borrower shall be deemed to represent and warrant that),
         after giving effect to such issuance, amendment, renewal or extension
         (i) the LC Exposure shall not exceed $50,000,000 and (ii) the total
         Revolving Exposures shall not exceed the total Revolving Commitments.

                  (c) Expiration Date. Each Letter of Credit shall expire at or
         prior to the close of business on the earlier of (i) the date one year
         after the date of the issuance of such Letter of Credit (or, in the
         case of any renewal or extension thereof, one year after such renewal
         or extension) and (ii) the date that is five Business Days prior to the
         Revolving Maturity Date.

                  (d) Participations. By the issuance of a Letter of Credit (or
         an amendment to a Letter of Credit increasing the amount thereof) and
         without any further action on the part of the Issuing Bank or the
         Lenders, the Issuing Bank hereby grants to each Revolving Lender, and
         each Revolving Lender hereby acquires from the Issuing Bank, a
         participation in such Letter of Credit equal to such Lender's
         Applicable Percentage of the aggregate amount available to be drawn
         under such Letter of Credit. In consideration and in furtherance of the
         foregoing, each Revolving Lender hereby absolutely and unconditionally
         agrees to pay to the Administrative Agent, for the account of the
         Issuing Bank, such Lender's Applicable Percentage of each LC
         Disbursement made by the Issuing Bank and not reimbursed by the
         Borrower on the date due as provided in paragraph (e) of this Section,
         or of any reimbursement payment required to be refunded to the Borrower
         for any reason. Each Lender acknowledges and agrees that its obligation
         to acquire participations pursuant to this paragraph in respect of
         Letters of Credit is absolute and unconditional and shall not be
         affected by any circumstance whatsoever, including any amendment,
         renewal or extension of any Letter of Credit or the occurrence and
         continuance of a Default or reduction or termination of the
         Commitments, and that each such payment shall be made without any
         offset, abatement, withholding or reduction whatsoever.

                  (e) Reimbursement. If the Issuing Bank shall make any LC
         Disbursement in respect of a Letter of Credit, the Borrower shall
         reimburse such LC Disbursement by paying to the Administrative Agent an
         amount equal to such LC Disbursement not later than 2:00 p.m., New York
         City time, on the date that such LC Disbursement is made, if the
         Borrower shall have received notice of such LC Disbursement prior to
         10:00 a.m., New York City time, on such date, or, if such notice has
         not been received by the Borrower prior to such time on such date, then
         not later than 2:00 p.m., New York City time, on (i) the Business Day
         that the Borrower receives such notice, if such notice is received
         prior to 10:00 a.m., New York City time, on the day of receipt, or (ii)
         the

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                                                                              37

         Business Day immediately following the day that the Borrower receives
         such notice, if such notice is not received prior to such time on the
         day of receipt, provided that the Borrower may, subject to the
         conditions to borrowing set forth herein, request in accordance with
         Section 2.03 or 2.04 that such payment be financed with an ABR
         Revolving Borrowing or Swingline Loan in an equivalent amount and, to
         the extent so financed, the Borrower's obligation to make such payment
         shall be discharged and replaced by the resulting ABR Revolving
         Borrowing or Swingline Loan. If the Borrower fails to make such payment
         when due, the Administrative Agent shall notify each Revolving Lender
         of the applicable LC Disbursement, the payment then due from the
         Borrower in respect thereof and such Lender's Applicable Percentage
         thereof. Promptly following receipt of such notice, each Revolving
         Lender shall pay to the Administrative Agent its Applicable Percentage
         of the payment then due from the Borrower, in the same manner as
         provided in Section 2.06 with respect to Loans made by such Lender (and
         Section 2.06 shall apply, mutatis mutandis, to the payment obligations
         of the Revolving Lenders), and the Administrative Agent shall promptly
         pay to the Issuing Bank the amounts so received by it from the
         Revolving Lenders. Promptly following receipt by the Administrative
         Agent of any payment from the Borrower pursuant to this paragraph, the
         Administrative Agent shall distribute such payment to the Issuing Bank
         or, to the extent that Revolving Lenders have made payments pursuant to
         this paragraph to reimburse the Issuing Bank, then to such Lenders and
         the Issuing Bank as their interests may appear. Any payment made by a
         Revolving Lender pursuant to this paragraph to reimburse the Issuing
         Bank for any LC Disbursement (other than the funding of ABR Revolving
         Loans or a Swingline Loan as contemplated above) shall not constitute a
         Loan and shall not relieve the Borrower of its obligation to reimburse
         such LC Disbursement.

                  (f) Obligations Absolute. The Borrower's obligation to
         reimburse LC Disbursements as provided in paragraph (e) of this Section
         shall be absolute, unconditional and irrevocable, and shall be
         performed strictly in accordance with the terms of this Agreement under
         any and all circumstances whatsoever and irrespective of (i) any lack
         of validity or enforceability of any Letter of Credit, any application
         for the issuance of a Letter of Credit or this Agreement, or any term
         or provision therein, (ii) any draft or other document presented under
         a Letter of Credit proving to be forged, fraudulent or invalid in any
         respect or any statement therein being untrue or inaccurate in any
         respect, (iii) payment by the Issuing Bank under a Letter of Credit
         against presentation of a draft or other document that does not comply
         with the terms of such Letter of Credit, or (iv) any other event or
         circumstance whatsoever, whether or not similar to any of the
         foregoing, that might, but for the provisions of this Section,
         constitute a legal or equitable discharge of, or provide a right of
         setoff against, the Borrower's obligations hereunder. None of the
         Administrative Agent, the Lenders, the Issuing Bank or any of their
         Related Parties shall have any liability or responsibility by reason of
         or in connection with the issuance or transfer of any Letter of Credit
         or any payment or failure to make any payment thereunder (irrespective
         of any of the circumstances referred to in the preceding sentence), or
         any error, omission, interruption, loss or delay in transmission or
         delivery of any draft, notice or other communication under or relating
         to any Letter of Credit (including any document required to make a
         drawing thereunder), any error in interpretation of technical terms or
         any consequence arising from causes beyond the control of the Issuing
         Bank, provided that the foregoing shall not be construed to excuse the
         Issuing Bank from liability to the Borrower to the extent of any direct
         damages (as opposed to consequential damages, claims in respect of
         which are hereby waived by the Borrower to the extent permitted by
         applicable law) suffered by the Borrower that are caused by (i) the
         Issuing Bank's failure to exercise care

<PAGE>

                                                                              38

         when determining whether drafts and other documents presented under a
         Letter of Credit comply with the terms thereof or (ii) the Issuing
         Bank's failure to issue a Letter of Credit in accordance with the terms
         of this Agreement when requested by the Borrower pursuant to Section
         2.05(b). The parties hereto expressly agree that, in the absence of
         gross negligence or wilful misconduct on the part of the Issuing Bank
         (as finally determined by a court of competent jurisdiction), the
         Issuing Bank shall be deemed to have exercised care in each such
         determination and each issuance (or failure to issue) a Letter of
         Credit. In furtherance of the foregoing and without limiting the
         generality thereof, the parties agree that, with respect to documents
         presented that appear on their face to be in substantial compliance
         with the terms of a Letter of Credit, the Issuing Bank may, in its sole
         discretion, either accept and make payment upon such documents without
         responsibility for further investigation, regardless of any notice or
         information to the contrary, or refuse to accept and make payment upon
         such documents if such documents are not in strict compliance with the
         terms of such Letter of Credit.

                  (g) Disbursement Procedures. The Issuing Bank shall, promptly
         following its receipt thereof, examine all documents purporting to
         represent a demand for payment under a Letter of Credit. The Issuing
         Bank shall promptly notify the Administrative Agent and the Borrower by
         telephone (confirmed by telecopy) of such demand for payment and
         whether the Issuing Bank has made or will make an LC Disbursement
         thereunder, provided that any failure to give or delay in giving such
         notice shall not relieve the Borrower of its obligation to reimburse
         the Issuing Bank and the Revolving Lenders with respect to any such LC
         Disbursement.

                  (h) Interim Interest. If the Issuing Bank shall make any LC
         Disbursement, then, unless the Borrower shall reimburse such LC
         Disbursement in full on the date such LC Disbursement is made, the
         unpaid amount thereof shall bear interest, for each day from and
         including the date such LC Disbursement is made to but excluding the
         date that the Borrower reimburses such LC Disbursement, at the rate per
         annum then applicable to ABR Revolving Loans, provided that, if the
         Borrower fails to reimburse such LC Disbursement when due pursuant to
         paragraph (e) of this Section, then Section 2.13(c) shall apply.
         Interest accrued pursuant to this paragraph shall be for the account of
         the Issuing Bank, except that interest accrued on and after the date of
         payment by any Revolving Lender pursuant to paragraph (e) of this
         Section to reimburse the Issuing Bank shall be for the account of such
         Lender to the extent of such payment.

                  (i) Replacement of the Issuing Bank. The Issuing Bank may be
         replaced at any time by written agreement among the Borrower, the
         Administrative Agent, the replaced Issuing Bank and the successor
         Issuing Bank. The Administrative Agent shall notify the Lenders of any
         such replacement of the Issuing Bank. At the time any such replacement
         shall become effective, the Borrower shall pay all unpaid fees accrued
         for the account of the replaced Issuing Bank pursuant to Section
         2.12(b). From and after the effective date of any such replacement, (i)
         the successor Issuing Bank shall have all the rights and obligations of
         the Issuing Bank under this Agreement with respect to Letters of Credit
         to be issued thereafter and (ii) references herein to the term "Issuing
         Bank" shall be deemed to refer to such successor or to any previous
         Issuing Bank, or to such successor and all previous Issuing Banks, as
         the context shall require. After the replacement of an Issuing Bank
         hereunder, the replaced Issuing Bank shall remain a party hereto and
         shall continue to have all the rights and obligations of an Issuing
         Bank under this Agreement with respect to Letters of Credit issued by
         it prior to such replacement, but shall not be required to issue
         additional Letters of Credit.

<PAGE>

                                                                              39

                  (j) Cash Collateralization. If any Event of Default shall
         occur and be continuing, on the Business Day that the Borrower receives
         notice from the Administrative Agent or the Required Lenders (or, if
         the maturity of the Loans has been accelerated, Revolving Lenders with
         LC Exposure representing greater than 50% of the total LC Exposure)
         demanding the deposit of cash collateral pursuant to this paragraph,
         the Borrower shall deposit in an account with the Administrative Agent,
         in the name of the Administrative Agent and for the benefit of the
         Lenders, an amount in cash equal to the LC Exposure as of such date
         plus any accrued and unpaid interest thereon, provided that the
         obligation to deposit such cash collateral shall become effective
         immediately, and such deposit shall become immediately due and payable,
         without demand or other notice of any kind, upon the occurrence of any
         Event of Default with respect to the Borrower described in clause (h)
         or (i) of Article VII. The Borrower also shall deposit cash collateral
         pursuant to this paragraph as and to the extent required by Section
         2.11(b). Each such deposit pursuant to this paragraph or Section
         2.11(b) shall be held by the Administrative Agent as collateral for the
         payment and performance of the obligations of the Borrower under this
         Agreement. The Administrative Agent shall have exclusive dominion and
         control, including the exclusive right of withdrawal, over such
         account. Other than any interest earned on the investment of such
         deposits, which investments shall be made at the option and sole
         discretion of the Administrative Agent and at the Borrower's risk and
         expense, such deposits shall not bear interest. Interest or profits, if
         any, on such investments shall accumulate in such account. Moneys in
         such account shall be applied by the Administrative Agent to reimburse
         the Issuing Bank for LC Disbursements for which it has not been
         reimbursed and, to the extent not so applied, shall be held for the
         satisfaction of the reimbursement obligations of the Borrower for the
         LC Exposure at such time or, if the maturity of the Loans has been
         accelerated (but subject to the consent of Revolving Lenders with LC
         Exposure representing greater than 50% of the total LC Exposure), be
         applied to satisfy other obligations of the Borrower under this
         Agreement. If the Borrower is required to provide an amount of cash
         collateral hereunder as a result of the occurrence of an Event of
         Default, such amount (to the extent not applied as aforesaid) shall be
         returned to the Borrower within three Business Days after all Events of
         Default have been cured or waived. If the Borrower is required to
         provide an amount of cash collateral hereunder pursuant to Section
         2.11(b), such amount (to the extent not applied as aforesaid) shall be
         returned to the Borrower as and to the extent that, after giving effect
         to such return, the Borrower would remain in compliance with Section
         2.11(b) and no Event of Default shall have occurred and be continuing.

                  SECTION 2.06.     Funding of Borrowings. (a) Each Lender shall
         make each Loan to be made by it hereunder on the proposed date thereof
         by wire transfer of immediately available funds by 1:00 p.m., New York
         City time, to the account of the Administrative Agent most recently
         designated by it for such purpose by notice to the Lenders, provided
         that Swingline Loans shall be made as provided in Section 2.04. The
         Administrative Agent will make such Loans available to the Borrower by
         promptly crediting the amounts so received, in like funds, to an
         account of the Borrower maintained with the Administrative Agent in New
         York City and designated by the Borrower in the applicable Borrowing
         Request, provided that ABR Revolving Loans and Swingline Loans made to
         finance the reimbursement of an LC Disbursement as provided in Section
         2.05(e) shall be remitted by the Administrative Agent to the Issuing
         Bank.

                  (b) Unless the Administrative Agent shall have received notice
         from a Lender prior to the proposed date of any Borrowing that such
         Lender will not make

<PAGE>

                                                                              40

         available to the Administrative Agent such Lender's share of such
         Borrowing, the Administrative Agent may assume that such Lender has
         made such share available on such date in accordance with paragraph (a)
         of this Section and may, in reliance upon such assumption, make
         available to the Borrower a corresponding amount. In such event, if a
         Lender has not in fact made its share of the applicable Borrowing
         available to the Administrative Agent, then the applicable Lender and
         the Borrower severally agree to pay to the Administrative Agent
         forthwith on demand such corresponding amount with interest thereon,
         for each day from and including the date such amount is made available
         to the Borrower to but excluding the date of payment to the
         Administrative Agent, at (i) in the case of such Lender, the greater of
         the Federal Funds Effective Rate and a rate determined by the
         Administrative Agent in accordance with banking industry rules on
         interbank compensation or (ii) in the case of the Borrower, the
         interest rate applicable to ABR Loans. If such Lender pays such amount
         to the Administrative Agent, then such amount shall constitute such
         Lender's Loan included in such Borrowing.

                  (c) Nothing in this Section 2.06 shall be deemed to relieve
         any Lender from its obligation to fulfill its Commitments hereunder or
         to prejudice any rights that the Borrower may have against any Lender
         as a result of any default by any such Lender hereunder (it being
         understood, however, that no Lender shall be responsible for the
         failure of any other Lender to fulfill its Commitments hereunder).

                  SECTION 2.07.     Interest Elections. (a) Each Revolving
         Borrowing and Term Borrowing initially shall be of the Type specified
         in the applicable Borrowing Request and, in the case of a Eurodollar
         Borrowing, shall have an initial Interest Period as specified in such
         Borrowing Request. Thereafter, the Borrower may elect to convert such
         Borrowing to a different Type or to continue such Borrowing and, in the
         case of a Eurodollar Borrowing, may elect Interest Periods therefor,
         all as provided in this Section. The Borrower may elect different
         options with respect to different portions of the affected Borrowing,
         in which case each such portion shall be allocated ratably among the
         Lenders holding the Loans comprising such Borrowing, and the Loans
         comprising each such portion shall be considered a separate Borrowing.
         This Section shall not apply to Swingline Borrowings, which may not be
         converted or continued.

                  (b) To make an election pursuant to this Section, the Borrower
         shall notify the Administrative Agent of such election by telephone by
         the time that a Borrowing Request would be required under Section 2.03
         if the Borrower were requesting a Revolving Borrowing of the Type
         resulting from such election to be made on the effective date of such
         election. Each such telephonic Interest Election Request shall be
         irrevocable and shall be confirmed promptly by hand delivery or
         telecopy to the Administrative Agent of a written Interest Election
         Request in a form approved by the Administrative Agent and signed by
         the Borrower.

                  (c) Each telephonic and written Interest Election Request
         shall specify the following information in compliance with Section
         2.02:

                  (i) the Borrowing to which such Interest Election Request
               applies and, if different options are being elected with respect
               to different portions thereof, the portions thereof to be
               allocated to each resulting Borrowing (in which case the
               information to be specified pursuant to clauses (iii) and (iv)
               below shall be specified for each resulting Borrowing);

<PAGE>

                                                                              41

                  (ii) the effective date of the election made pursuant to such
               Interest Election Request, which shall be a Business Day;

                  (iii) whether the resulting Borrowing is to be an ABR
               Borrowing or a Eurodollar Borrowing; and

                  (iv) if the resulting Borrowing is a Eurodollar Borrowing, the
               Interest Period to be applicable thereto after giving effect to
               such election, which shall be a period contemplated by the
               definition of the term "Interest Period".

         If any such Interest Election Request requests a Eurodollar Borrowing
         but does not specify an Interest Period, then the Borrower shall be
         deemed to have selected an Interest Period of one month's duration.

                  (d) Promptly following receipt of an Interest Election
         Request, the Administrative Agent shall advise each Lender of the
         details thereof and of such Lender's portion of each resulting
         Borrowing.

                  (e) If the Borrower fails to deliver a timely Interest
         Election Request with respect to a Eurodollar Borrowing prior to the
         end of the Interest Period applicable thereto, then, unless such
         Borrowing is repaid as provided herein, at the end of such Interest
         Period such Borrowing shall be converted to an ABR Borrowing.
         Notwithstanding any contrary provision hereof, if an Event of Default
         has occurred and is continuing and the Administrative Agent, at the
         request of the Required Lenders, so notifies the Borrower, then, so
         long as an Event of Default is continuing (i) no outstanding Borrowing
         may be converted to or continued as a Eurodollar Borrowing and (ii)
         unless repaid, each Eurodollar Borrowing shall be converted to an ABR
         Borrowing at the end of the Interest Period applicable thereto.

                  SECTION 2.08.     Termination and Reduction of Commitments.
         (a) Unless previously terminated, the Revolving Commitments shall
         terminate on the Revolving Maturity Date.

                  (b) The Borrower may at any time, without premium or penalty,
         terminate, or from time to time reduce, the Revolving Commitments,
         provided that (i) each reduction of the Revolving Commitments shall be
         in an amount that is an integral multiple of $1,000,000 and not less
         than $10,000,000 and (ii) the Borrower shall not terminate or reduce
         the Revolving Commitments if, after giving effect to any concurrent
         prepayment of the Revolving Loans in accordance with Section 2.11, the
         sum of the Revolving Exposures would exceed the total Revolving
         Commitments.

                  (c) The Borrower shall notify the Administrative Agent of any
         election to terminate or reduce the Revolving Commitments under
         paragraph (b) of this Section at least three Business Days prior to the
         effective date of such termination or reduction, specifying such
         election and the effective date thereof. Promptly following receipt of
         any notice, the Administrative Agent shall advise the Lenders of the
         contents thereof. Each notice delivered by the Borrower pursuant to
         this Section shall be irrevocable, provided that a notice of
         termination of the Revolving Commitments delivered by the Borrower may
         state that such notice is conditioned upon the effectiveness of other
         credit facilities, in which case such notice may be revoked by the
         Borrower (by notice to the Administrative Agent on or prior to the
         specified effective date) if such condition is not

<PAGE>

                                                                              42

         satisfied. Any termination or reduction of the Revolving Commitments
         shall be permanent. Each reduction of the Revolving Commitments shall
         be made ratably among the Lenders in accordance with their respective
         Revolving Commitments.

                  (d) The parties hereto acknowledge that the Tranche A
         Commitments, the Tranche B Commitments, the Tranche C Commitments and
         the Tranche D Commitments have terminated.

                  SECTION 2.09.     Repayment of Loans; Evidence of Debt. (a)
         The Borrower hereby unconditionally promises to pay (i) to the
         Administrative Agent for the account of each Lender the then unpaid
         principal amount of each Revolving Loan of such Lender on the Revolving
         Maturity Date, (ii) to the Administrative Agent for the account of each
         Lender the then unpaid principal amount of each Term Loan of such
         Lender as provided in Section 2.10 and (iii) to the Swingline Lender
         the then unpaid principal amount of each Swingline Loan on the earlier
         of the Revolving Maturity Date and the first date after such Swingline
         Loan is made that is the 15th or last day of a calendar month and is at
         least five Business Days after such Swingline Loan is made, provided
         that on each date that a Revolving Borrowing is made, the Borrower
         shall repay all Swingline Loans that were outstanding on the date such
         Borrowing was requested.

                  (b) Each Lender shall maintain in accordance with its usual
         practice an account or accounts evidencing the indebtedness of the
         Borrower to such Lender resulting from each Loan made by such Lender,
         including the amounts of principal and interest payable and paid to
         such Lender from time to time hereunder.

                  (c) The Administrative Agent shall maintain accounts in which
         it shall record (i) the amount of each Loan made hereunder, the Class
         and Type thereof and the Interest Period applicable thereto, (ii) the
         amount of any principal or interest due and payable or to become due
         and payable from the Borrower to each Lender hereunder and (iii) the
         amount of any sum received by the Administrative Agent hereunder for
         the account of the Lenders and each Lender's share thereof, which
         accounts the Administrative Agent will make available to the Borrower
         upon its reasonable request.

                  (d) The entries made in the accounts maintained pursuant to
         paragraph (b) or (c) of this Section shall be prima facie evidence of
         the existence and amounts of the obligations recorded therein, provided
         that the failure of any Lender or the Administrative Agent to maintain
         such accounts or any error therein shall not in any manner affect the
         obligation of the Borrower to repay the Loans in accordance with the
         terms of this Agreement.

                  (e) Any Lender may request that Loans of any Class made by it
         be evidenced by a promissory note. In such event, the Borrower shall
         prepare, execute and deliver to such Lender a promissory note payable
         to the order of such Lender (or, if requested by such Lender, to such
         Lender and its registered assigns) and in a form approved by the
         Borrower and the Administrative Agent. Thereafter, the Loans evidenced
         by such promissory note and interest thereon shall at all times
         (including after assignment pursuant to Section 9.04) be represented by
         one or more promissory notes in such form payable to the order of the
         payee named therein (or, if such promissory note is a registered note,
         to such payee and its registered assigns).

<PAGE>

                                                                              43

                  SECTION 2.10.     Amortization of Term Loans. (a) Subject to
         adjustment pursuant to paragraph (g) of this Section, the Borrower
         shall repay Tranche A Term Borrowings on each date set forth below in
         the aggregate principal amount set forth opposite such date:

<TABLE>
<CAPTION>
     Date                     Amount
     ----                     ------
<S>                        <C>
March 31, 2003             $ 440,418.66
June 30, 2003              $ 440,418.66

September 30, 2003         $ 550,523.37
December 31, 2003          $ 550,523.37
March 31, 2004             $ 550,523.37
June 30, 2004              $ 550,523.37

September 30, 2004         $ 880,837.39
December 31, 2004          $ 880,837.39
March 31, 2005             $ 880,837.39
August 4, 2005             $ 880,837.40
</TABLE>

                  The foregoing amortization schedule reflects all prepayments
         of Tranche A Term Borrowings made prior to February 14, 2003.

                  (b) Subject to adjustment pursuant to paragraph (g) of this
         Section, the Borrower shall repay Tranche B Term Borrowings on each
         date set forth below in the aggregate principal amount set forth
         opposite such date:

<TABLE>
<CAPTION>
     Date                       Amount
     ----                       ------
<S>                        <C>
March 31, 2003             $    532,664.06
June 30, 2003              $    532,664.06

September 30, 2003         $    532,664.06
December 31, 2003          $    532,664.06
March 31, 2004             $    532,664.06
June 30, 2004              $    532,664.06

September 30, 2004         $    532,664.06
December 31, 2004          $    532,664.06
March 31, 2005             $    532,664.06
June 30, 2005              $    532,664.06

September 30, 2005         $ 51,135,749.86
December 31, 2005          $ 51,135,749.86
March 31, 2006             $ 51,135,749.86
August 4, 2006             $ 51,135,749.87
</TABLE>

                  The foregoing amortization schedule reflects all prepayments
         of Tranche B Term Borrowings made prior to February 14, 2003.

<PAGE>

                                                                              44

                  (c) Subject to adjustment pursuant to paragraph (g) of this
         Section, the Borrower shall repay Tranche C Term Borrowings on each
         date set forth below in the aggregate principal amount set forth
         opposite such date:

<TABLE>
<CAPTION>
      Date                      Amount
      ----                      ------
<S>                        <C>
March 31, 2003             $    573,626.63
June 30, 2003              $    573,626.63

September 30, 2003         $    573,626.63
December 31, 2003          $    573,626.63
March 31, 2004             $    573,626.63
June 30, 2004              $    573,626.63

September 30, 2004         $    573,626.63
December 31, 2004          $    573,626.63
March 31, 2005             $    573,626.63
June 30, 2005              $    573,626.63

September 30, 2005         $    573,626.63
December 31, 2005          $    573,626.63
March 31, 2006             $    573,626.63
June 30, 2006              $    573,626.63

September 30, 2006         $ 54,494,530.48
December 31, 2006          $ 54,494,530.48
March 31, 2007             $ 54,494,530.48
August 4, 2007             $ 54,494,530.50
</TABLE>

                  The foregoing amortization schedule reflects all prepayments
         of Tranche C Term Borrowings made prior to February 14, 2003.

                  (d) Subject to adjustment pursuant to paragraph (g) of this
         Section, the Borrower shall repay Tranche D Term Borrowings on each
         date set forth below in the aggregate principal amount set forth
         opposite such date:

<TABLE>
<CAPTION>
     Date                     Amount
     ----                     ------
<S>                        <C>
March 31, 2003             $ 340,474.95
June 30, 2003              $ 340,474.95

September 30, 2003         $ 340,474.95
December 31, 2003          $ 340,474.95
March 31, 2004             $ 340,474.95
June 30, 2004              $ 340,474.95

September 30, 2004         $ 340,474.95
December 31, 2004          $ 340,474.95
March 31, 2005             $ 340,474.95
June 30, 2005              $ 340,474.95
</TABLE>

<PAGE>

                                                                              45

<TABLE>
<CAPTION>
     Date                      Amount
     ----                      ------
<S>                        <C>
September 30, 2005         $    340,474.95
December 31, 2005          $    340,474.95
March 31, 2006             $    340,474.95
June 30, 2006              $    340,474.95

September 30, 2006         $ 32,345,119.73
December 31, 2006          $ 32,345,119.72
March 31, 2007             $ 32,345,119.72
August 4, 2007             $ 32,345,119.72
</TABLE>

                  The foregoing amortization schedule reflects all prepayments
         of Tranche D Term Borrowings made prior to February 14, 2003.

                  (e) All Tranche R Term Loans shall be due and payable on the
         Tranche R Maturity Date.

                  (f) To the extent not previously paid, (i) all Tranche A Term
         Loans shall be due and payable on the Tranche A Maturity Date, (ii) all
         Tranche B Term Loans shall be due and payable on the Tranche B Maturity
         Date, (iii) all Tranche C Term Loans shall be due and payable on the
         Tranche C Maturity Date and (iv) all Tranche D Term Loans shall be due
         and payable on the Tranche D Maturity Date.

                  (g) Any prepayment of a Term Borrowing of any Class shall be
         applied to reduce the subsequent scheduled repayments of the Term
         Borrowing of such Class to be made pursuant to this Section ratably,
         provided that (i) any prepayment made pursuant to Sections 2.11(c)(i)
         and 2.11(c)(ii) shall be applied to reduce the scheduled repayments of
         the Term Borrowings of such Class to be made pursuant to this Section
         in reverse chronological order and (ii) the prepayments made pursuant
         to Section 2.11(c)(iv) shall be applied to reduce the scheduled
         repayments of Term Borrowings of such Class in chronological order.

                  (h) Prior to any repayment of any Term Borrowings of any Class
         hereunder, the Borrower shall select the Borrowing or Borrowings of the
         applicable Class to be repaid and shall notify the Administrative Agent
         by telephone (confirmed by telecopy) of such selection not later than
         11:00 a.m., New York City time, three Business Days before the
         scheduled date of such repayment. Each repayment of a Borrowing shall
         be applied ratably to the Loans included in the repaid Borrowing.
         Repayments of Term Borrowings shall be accompanied by accrued interest
         on the amount repaid.

                  SECTION 2.11.     Prepayment of Loans. (a) The Borrower shall
         have the right at any time and from time to time to prepay any
         Borrowing in whole or in part, without premium or penalty (but subject
         to Section 2.16), subject to the requirements of this Section.

                  (b) In the event and on each occasion that the sum of the
         Revolving Exposures exceeds the total Revolving Commitments, the
         Borrower shall prepay Revolving Borrowings or Swingline Borrowings (or,
         if no such Borrowings are

<PAGE>

                                                                              46

         outstanding, deposit cash collateral in an account with the
         Administrative Agent pursuant to Section 2.05(j)) in an aggregate
         amount equal to such excess.

                  (c) (i) Prior to the Transition Date, in the event and on each
         occasion that any Net Proceeds are received by or on behalf of
         Holdings, the Borrower or any Subsidiary in respect of any Prepayment
         Event, the Borrower shall, within ten Business Days after such Net
         Proceeds are received, prepay Term Borrowings (other than Tranche R
         Term Borrowings) in an aggregate amount equal to (A) 100% (or 50%, in
         the case of Net Proceeds from the sale of Equity Interests in the OnMOS
         Joint Venture) of such Net Proceeds if such Net Proceeds result from an
         event described in clause (a) of the definition of the term "Prepayment
         Event", (B) 100% of such Net Proceeds if such Net Proceeds result from
         an event (other than the issuance of Permitted Convertible Debt)
         described in clause (b) or (c) of the definition of the term
         "Prepayment Event" and (C) 75% of such Net Proceeds if such Net
         Proceeds result from the issuance of Permitted Convertible Debt or an
         event described in clause (d) of the definition of the term "Prepayment
         Event".

                  (ii) After the Transition Date, in the event and on each
         occasion that any Net Proceeds are received by or on behalf of
         Holdings, the Borrower or any Subsidiary in respect of any Prepayment
         Event, the Borrower shall, within ten Business Days after such Net
         Proceeds are received, prepay Term Borrowings (other than Tranche R
         Term Borrowings) in an aggregate amount equal to such Net Proceeds,
         provided that, in the case of any event described in clause (a) of the
         definition of the term "Prepayment Event" (other than the sale,
         transfer or other disposition of Receivables in connection with a
         Permitted Receivables Financing), if the Borrower shall deliver to the
         Administrative Agent a certificate of a Financial Officer to the effect
         that Holdings, the Borrower and the Subsidiaries intend to apply the
         Net Proceeds from such event (or a portion thereof specified in such
         certificate), within 180 days after receipt of such Net Proceeds, to
         acquire real property, equipment or other assets to be used in the
         business of the Borrower and the Subsidiaries, and certifying that no
         Default has occurred and is continuing, then no prepayment shall be
         required pursuant to this paragraph in respect of the Net Proceeds in
         respect of such event (or the portion of such Net Proceeds specified in
         such certificate, if applicable) except to the extent of any such Net
         Proceeds therefrom that have not been so applied by the end of such
         180-day period, at which time a prepayment shall be required in an
         amount equal to such Net Proceeds that have not been so applied.

                  (iii) In the event and on each occasion that any Net Proceeds
         are received by or on behalf of Holdings, the Borrower or any
         Subsidiary in respect of (A) the issuance of the Second Lien Notes, (B)
         any payment by the China JV of any Indebtedness owing to Holdings, the
         Borrower or any Subsidiary from the Net Proceeds to the China JV of any
         Indebtedness incurred by the China JV as contemplated by clause
         (xiv)(1) of Section 6.01(a) or (C) any Indebtedness incurred by the
         Borrower as contemplated by clause (xiv)(2) of Section 6.01(a), then,
         in each such case, the Borrower shall, on the date of receipt of such
         Net Proceeds (in the case of any such Net Proceeds in respect of the
         issuance of the Second Lien Notes or the incurrence by the Borrower of
         Indebtedness referred to in the foregoing clause (C)) or within 10
         Business Days after such Net Proceeds are received (in the case of any
         such Net Proceeds in respect of Indebtedness of the China JV), prepay
         Term Borrowings (other than Tranche R Term Borrowings) in an aggregate
         amount equal to such Net Proceeds.

<PAGE>

                                                                              47

                          (iv) On the Restatement Effective Date, the Borrower
         shall prepay Term Borrowings (other than Tranche R Term Borrowings) in
         an aggregate amount equal to the Net Proceeds in respect of the
         issuance of the First Lien Notes, less $25,000,000.

                  (d) Following the end of each fiscal year of the Borrower,
commencing with the fiscal year ending December 31, 2000, the Borrower shall
prepay Term Borrowings (other than Tranche R Term Borrowings) in an aggregate
amount equal to 75% (or, after the Transition Date, 50%) of Excess Cash Flow for
such fiscal year. Each prepayment pursuant to this paragraph shall be made on or
before the date on which financial statements are delivered pursuant to Section
5.01 with respect to the fiscal year for which Excess Cash Flow is being
calculated (and in any event within 90 days after the end of such fiscal year).

                  (e) Prior to any optional or mandatory prepayment of
Borrowings hereunder, the Borrower shall select the Borrowing or Borrowings to
be prepaid and shall specify such selection in the notice of such prepayment
pursuant to paragraph (f) of this Section. In the event of any optional or
mandatory prepayment of Term Borrowings made (other than Tranche R Term
Borrowings) at a time when Term Borrowings (other than Tranche R Term
Borrowings) of more than one Class remain outstanding, the Borrower shall select
Term Borrowings (other than Tranche R Term Borrowings) to be prepaid so that the
aggregate amount of such prepayment is allocated between the Tranche A Term
Borrowings, Tranche B Term Borrowings, Tranche C Term Borrowings and Tranche D
Term Borrowings pro rata based on the aggregate principal amount of outstanding
Borrowings of each such Class, provided that, so long as and to the extent that
any Tranche A Term Borrowing remains outstanding, any Tranche B Lender, Tranche
C Lender or Tranche D Lender may elect, by notice to the Administrative Agent by
telephone (confirmed by telecopy) at least one Business Day prior to the
prepayment date, to decline all or any portion of any prepayment of its Tranche
B Term Loans, Tranche C Term Loans or Tranche D Term Loans, as applicable,
pursuant to this Section (other than an optional prepayment pursuant to
paragraph (a) of this Section, which may not be declined), in which case the
aggregate amount of the prepayment that would have been applied to prepay
Tranche B Term Loans, Tranche C Term Loans or Tranche D Term Loans, as
applicable, but was so declined shall be applied to prepay Tranche A Term
Borrowings.

                  (f) The Borrower shall notify the Administrative Agent (and,
in the case of prepayment of a Swingline Loan, the Swingline Lender) by
telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of
prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., New York City
time, three Business Days before the date of prepayment, (ii) in the case of
prepayment of an ABR Borrowing, not later than 10:00 a.m., New York City time,
on the date of prepayment or (iii) in the case of prepayment of a Swingline
Loan, not later than 12:00 noon, New York City time, on the date of prepayment.
Each such notice shall be irrevocable and shall specify the prepayment date, the
principal amount of each Borrowing or portion thereof to be prepaid and, in the
case of a mandatory prepayment, a reasonably detailed calculation of the amount
of such prepayment, provided that, if a notice of optional prepayment of any
Loans is given in connection with a conditional notice of termination of the
Revolving Commitments as contemplated by Section 2.08, then such notice of
prepayment may be revoked if such notice of termination is revoked in accordance
with Section 2.08. Promptly following receipt of any such notice (other than a
notice relating solely to Swingline Loans), the Administrative Agent shall
advise the Lenders of the contents thereof. Each partial prepayment of any
Borrowing shall be in an amount that would be permitted in the case of an
advance of a Borrowing of the same Type as provided in Section 2.02, except as
necessary to apply fully the required amount of a mandatory prepayment or to
prepay such Borrowing in full. Each prepayment of a Borrowing shall be applied
ratably to the Loans included in the prepaid

<PAGE>

                                                                              48

Borrowing. Prepayments shall be accompanied by accrued interest to the extent
required by Section 2.13.

                  (g) In the event of and on each occasion of any prepayment of
any Tranche B Term Borrowing or Tranche C Term Borrowing pursuant to Section
2.11(a) or (c), the Borrower shall pay to the Tranche B Lenders and Tranche C
Lenders whose Tranche B Term Loans or Tranche C Term Loans, as applicable, are
being prepaid a prepayment premium equal to (A) if such prepayment (or the date
on which such prepayment is required to be made) occurs on or prior to the date
that is one year after the Effective Date, 2.0% of the principal amount of the
Tranche B Term Loans or Tranche C Term Loans, as applicable, being prepaid or
(B) if such prepayment (or the date on which such prepayment is required to be
made) occurs more than one year after the Effective Date but on or prior to the
date that is two years after the Effective Date, 1.0% of the principal amount of
the Tranche B Term Loans or Tranche C Term Loans, as applicable, being prepaid.

                  SECTION 2.12.     Fees. (a) The Borrower agrees to pay to the
Administrative Agent for the account of each Lender a commitment fee, which
shall accrue at the rate set forth in the definition of the term "Applicable
Rate" on the average daily unused amount of the Commitments of such Lender
during the period from and including the Effective Date to but excluding the
date on which such Commitment terminates (it being understood that no commitment
fee shall be payable in respect of the portion of any Commitment funded on the
Effective Date). Accrued commitment fees shall be payable in arrears on the last
day of March, June, September and December of each year and on the dates on
which the Commitments terminate, commencing on the first such date to occur
after the Effective Date. All commitment fees shall be computed on the basis of
a year of 360 days and shall be payable for the actual number of days elapsed
(including the first day but excluding the last day). For purposes of computing
commitment fees, a Revolving Commitment of a Lender shall be deemed to be used
to the extent of the outstanding Revolving Loans and LC Exposure of such Lender
(and the Swingline Exposure of such Lender shall be disregarded for such
purpose).
                  (b) The Borrower agrees to pay (i) to the Administrative Agent
for the account of each Revolving Lender a participation fee with respect to its
participations in Letters of Credit, which shall accrue at the same Applicable
Rate as interest on Eurodollar Revolving Loans on the average daily amount of
such Lender's LC Exposure (excluding any portion thereof attributable to
unreimbursed LC Disbursements) during the period from and including the
Effective Date to but excluding the later of the date on which such Lender's
Revolving Commitment terminates and the date on which such Lender ceases to have
any LC Exposure, and (ii) to the Issuing Bank a fronting fee, which shall accrue
at the rate of 0.25% per annum on the average daily amount of the LC Exposure
(excluding any portion thereof attributable to unreimbursed LC Disbursements)
during the period from and including the Effective Date to but excluding the
later of the date of termination of the Revolving Commitments and the date on
which there ceases to be any LC Exposure, as well as the Issuing Bank's standard
fees with respect to the issuance, amendment, renewal or extension of any Letter
of Credit or processing of drawings thereunder. Participation fees and fronting
fees accrued through and including the last day of March, June, September and
December of each year shall be payable on the third Business Day following such
last day, commencing on the first such date to occur after the Effective Date,
provided that all such fees shall be payable on the date on which the Revolving
Commitments terminate and any such fees accruing after the date on which the
Revolving Commitments terminate shall be payable on demand. Any other fees
payable to the Issuing Bank pursuant to this paragraph shall be payable within
10 days after demand. All participation fees and fronting fees shall be computed
on the

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                                                                              49

basis of a year of 360 days and shall be payable for the actual number of days
elapsed (including the first day but excluding the last day).

                  (c) The Borrower agrees to pay to the Administrative Agent,
for its own account, fees payable in the amounts and at the times separately
agreed upon between the Borrower and the Administrative Agent.

                  (d) All fees payable hereunder shall be paid on the dates due,
in immediately available funds, to the Administrative Agent (or to the Issuing
Bank, in the case of fees payable to it) for distribution, in the case of
commitment fees and participation fees, to the Lenders entitled thereto. Fees
paid shall not be refundable under any circumstances.

                  SECTION 2.13.     Interest. (a) The Loans comprising each ABR
Borrowing (including each Swingline Loan) shall bear interest at the Alternate
Base Rate plus the Applicable Rate.

                  (b) The Loans comprising each Eurodollar Borrowing shall bear
interest at the Adjusted LIBO Rate for the Interest Period in effect for such
Borrowing plus the Applicable Rate.

                  (c) Notwithstanding the foregoing, if any principal of or
interest on any Loan or any fee or other amount payable by the Borrower
hereunder is not paid when due, whether at stated maturity, upon acceleration or
otherwise, such overdue amount shall bear interest, after as well as before
judgment, to the fullest extent permitted by applicable law, at a rate per annum
equal to (i) in the case of overdue principal of any Loan, 2% plus the rate
otherwise applicable to such Loan as provided in the preceding paragraphs of
this Section or (ii) in the case of any other amount, 2% plus the rate
applicable to ABR Revolving Loans as provided in paragraph (a) of this Section.

                  (d) Accrued interest on each Loan shall be payable in arrears
on each Interest Payment Date for such Loan and, in the case of Revolving Loans,
upon termination of the Revolving Commitments, provided that (i) interest
accrued pursuant to paragraph (c) of this Section shall be payable on demand,
(ii) in the event of any repayment or prepayment of any Loan (other than a
prepayment of an ABR Revolving Loan prior to the end of the Revolving
Availability Period), accrued interest on the principal amount repaid or prepaid
shall be payable on the date of such repayment or prepayment and (iii) in the
event of any conversion of any Eurodollar Loan prior to the end of the current
Interest Period therefor, accrued interest on such Loan shall be payable on the
effective date of such conversion. Notwithstanding the foregoing, Supplemental
Interest shall not be required to be paid at the time required by the preceding
sentence, except that (A) 50% of the total amount of Supplemental Interest
accrued prior to March 31, 2003 shall be payable on March 31, 2003 (to the
extent not previously paid) and (B) if the Supplemental Interest Termination
Date does not occur on March 31, 2003, then all Supplemental Interest remaining
unpaid on June 30, 2003, shall be payable in full on June 30, 2003; provided
that all unpaid Supplemental Interest shall be payable upon repayment in full of
the Loans.

                  (e) All interest hereunder shall be computed on the basis of a
year of 360 days, except that interest computed by reference to the Alternate
Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall
be computed on the basis of a year of 365 days (or 366 days in a leap year), and
in each case shall be payable for the actual number of days elapsed (including
the first day but excluding the last day). The applicable Alternate Base

<PAGE>

                                                                              50

Rate or Adjusted LIBO Rate shall be determined by the Administrative Agent, and
such determination shall be prima facie evidence thereof.

                  SECTION 2.14.     Alternate Rate of Interest. If prior to the
commencement of any Interest Period for a Eurodollar Borrowing:

                  (a) the Administrative Agent determines (which determination
         shall be prima facie evidence thereof) that adequate and reasonable
         means do not exist for ascertaining the Adjusted LIBO Rate for such
         Interest Period; or

                  (b) the Administrative Agent is advised by the Required
         Lenders that the Adjusted LIBO Rate for such Interest Period will not
         adequately and fairly reflect the cost to such Lenders of making or
         maintaining their Loans included in such Borrowing for such Interest
         Period;

then the Administrative Agent shall give notice thereof to the Borrower and the
Lenders by telephone or telecopy as promptly as practicable thereafter and,
until the Administrative Agent notifies the Borrower and the Lenders that the
circumstances giving rise to such notice no longer exist (it being understood
that the Administrative Agent will use commercially reasonable efforts to give
such notice as soon as practicable after such circumstances no longer exist),
(i) any Interest Election Request that requests the conversion of any Borrowing
to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be
ineffective and (ii) if any Borrowing Request requests a Eurodollar Borrowing,
such Borrowing shall be made as an ABR Borrowing.

                  SECTION 2.15.     Increased Costs. (a) If any Change in Law
(except with respect to Taxes, which shall be governed by Section 2.17) shall:

                  (i) impose, modify or deem applicable any reserve, special
         deposit or similar requirement against assets of, deposits with or for
         the account of, or credit extended by, any Lender (except any such
         reserve requirement reflected in the Adjusted LIBO Rate or Base CD
         Rate) or the Issuing Bank; or

                (ii) impose on any Lender or the Issuing Bank or the London
         interbank market any other condition affecting this Agreement or
         Eurodollar Loans made by such Lender or any Letter of Credit or
         participation therein;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurodollar Loan (or of maintaining its
obligation to make any such Loan) or to increase the cost to such Lender or the
Issuing Bank of participating in, issuing or maintaining any Letter of Credit or
to reduce the amount of any sum received or receivable by such Lender or the
Issuing Bank hereunder (whether of principal, interest or otherwise), then the
Borrower will pay to such Lender or the Issuing Bank, as the case may be, such
additional amount or amounts as will compensate such Lender or the Issuing Bank,
as the case may be, for such additional costs incurred or reduction suffered.

                  (b) If any Change in Law regarding capital requirements has or
would have the effect of reducing the rate of return on a Lender's or the
Issuing Bank's capital or on the capital of such Lender's or the Issuing Bank's
holding company, if any, as a consequence of this Agreement or the Loans made
by, or participations in Letters of Credit held by, such Lender, or the Letters
of Credit issued by the Issuing Bank, to a level below that which such Lender or
the Issuing Bank or such Lender's or the Issuing Bank's holding company could
have achieved but

<PAGE>

                                                                              51

for such Change in Law (taking into consideration such Lender's or the Issuing
Bank's policies and the policies of such Lender's or the Issuing Bank's holding
company with respect to capital adequacy), then from time to time the Borrower
will pay to such Lender or the Issuing Bank, as the case may be, such additional
amount or amounts as will compensate such Lender or the Issuing Bank or such
Lender's or the Issuing Bank's holding company for any such reduction suffered.

                  (c) A certificate of a Lender or the Issuing Bank setting
forth the amount or amounts necessary to compensate such Lender or the Issuing
Bank or its holding company, as the case may be, as specified in paragraph (a)
or (b) of this Section shall be delivered to the Borrower and shall be prima
facie evidence thereof. The Borrower shall pay such Lender or the Issuing Bank,
as the case may be, the amount shown as due on any such certificate within 10
days after receipt thereof.

                  (d) Failure or delay on the part of any Lender or the Issuing
Bank to demand compensation pursuant to this Section shall not constitute a
waiver of such Lender's or the Issuing Bank's right to demand such compensation,
provided that the Borrower shall not be required to compensate a Lender or the
Issuing Bank pursuant to this Section for any increased costs or reductions
incurred more than 270 days prior to the date that such Lender or the Issuing
Bank, as the case may be, notifies the Borrower of the Change in Law giving rise
to such increased costs or reductions and of such Lender's or the Issuing Bank's
intention to claim compensation therefor, and provided further that, if the
Change in Law giving rise to such increased costs or reductions is retroactive,
then the 270-day period referred to above shall be extended to include the
period of retroactive effect thereof.

                  SECTION 2.16.     Break Funding Payments. In the event of (a)
the payment of any principal of any Eurodollar Loan other than on the last day
of an Interest Period applicable thereto (including as a result of an Event of
Default), (b) the conversion of any Eurodollar Loan other than on the last day
of the Interest Period applicable thereto, (c) the failure to borrow, convert,
continue or prepay any Eurodollar Loan on the date specified in any notice
delivered pursuant hereto (regardless of whether such notice may be revoked
under Section 2.11(f) and is revoked in accordance therewith) or (d) the
assignment of any Eurodollar Loan other than on the last day of the Interest
Period applicable thereto as a result of a request by the Borrower pursuant to
Section 2.19, then, in any such event, the Borrower shall compensate each Lender
for the loss, cost and expense attributable to such event. In the case of a
Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to
include an amount reasonably determined by such Lender to be the excess, if any,
of (i) the amount of interest that would have accrued on the principal amount of
such Loan had such event not occurred, at the Adjusted LIBO Rate that would have
been applicable to such Loan, for the period from the date of such event to the
last day of the then current Interest Period therefor (or, in the case of a
failure to borrow, convert or continue, for the period that would have been the
Interest Period for such Loan), over (ii) the amount of interest that would
accrue on such principal amount for such period at the interest rate that such
Lender would bid were it to bid, at the commencement of such period, for dollar
deposits of a comparable amount and period from other banks in the eurodollar
market. A certificate of any Lender setting forth any amount or amounts that
such Lender is entitled to receive pursuant to this Section shall be delivered
to the Borrower and shall be prima facie evidence thereof. The Borrower shall
pay such Lender the amount shown as due on any such certificate within 10 days
after receipt thereof.

                  SECTION 2.17.     Taxes. (a) Any and all payments by or on
account of any obligation of the Borrower hereunder or under any other Loan
Document shall be made free and

<PAGE>

                                                                              52

clear of and without deduction for any Indemnified Taxes or Other Taxes,
provided that if the Borrower shall be required to deduct any Indemnified Taxes
or Other Taxes from such payments, then (i) the sum payable shall be increased
as necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section) the Administrative
Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to
the sum it would have received had no such deductions been made, (ii) the
Borrower shall make such deductions and (iii) the Borrower shall pay the full
amount deducted to the relevant Governmental Authority in accordance with
applicable law.

                  (b) In addition, the Borrower shall pay any Other Taxes to the
relevant Governmental Authority in accordance with applicable law.

                  (c) The Borrower shall indemnify the Administrative Agent,
each Lender and the Issuing Bank, within 10 days after written demand therefor,
for the full amount of any Indemnified Taxes or Other Taxes paid by the
Administrative Agent, such Lender or the Issuing Bank, as the case may be, on or
with respect to any payment by or on account of any obligation of the Borrower
hereunder or under any other Loan Document (including Indemnified Taxes or Other
Taxes imposed or asserted on or attributable to amounts payable under this
Section) and any penalties, interest and reasonable expenses arising therefrom
or with respect thereto, whether or not such Indemnified Taxes or Other Taxes
were correctly or legally imposed or asserted by the relevant Governmental
Authority. A certificate as to the amount of such payment or liability delivered
to the Borrower by a Lender or the Issuing Bank, or by the Administrative Agent
on its own behalf or on behalf of a Lender or the Issuing Bank, shall be prima
facie evidence thereof.

                  (d) As soon as practicable after any payment of Indemnified
Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower
shall deliver to the Administrative Agent the original or a certified copy of a
receipt issued by such Governmental Authority evidencing such payment, a copy of
the return reporting such payment or other evidence of such payment reasonably
satisfactory to the Administrative Agent.

                  (e) Any Foreign Lender that is entitled to an exemption from
or reduction of withholding tax under the law of the jurisdiction in which the
Borrower is located, or any treaty to which such jurisdiction is a party, with
respect to payments under this Agreement shall deliver to the Borrower (with a
copy to the Administrative Agent), at the time or times prescribed by applicable
law, such properly completed and executed documentation prescribed by applicable
law or reasonably requested by the Borrower as will permit such payments to be
made without withholding or at a reduced rate, provided that such Foreign Lender
has received written notice from the Borrower advising it of the availability of
such exemption or reduction and supplying all applicable documentation.

                  (f) If the Administrative Agent or a Lender or the Issuing
Bank has received a refund of any Taxes as to which it has been indemnified by
the Borrower or with respect to which the Borrower has paid additional amounts
pursuant to this Section 2.17, which the Administrative Agent or such Lender or
the Issuing Bank is able to identify as such, it shall pay such refund to the
Borrower (but only to the extent of indemnity payments made, or additional
amounts paid, by the Borrower under this Section 2.17 with respect to the Taxes
giving rise to such refund), net of all reasonable out-of-pocket expenses of the
Administrative Agent or such Lender or the Issuing Bank and without interest
(other than any interest paid by the relevant Governmental Authority with
respect to such refund); provided, however, that the Borrower agrees to pay,
upon the request of the Administrative Agent or such Lender or the Issuing Bank,
the amount paid to the Borrower (plus any penalties, interest or other charges
imposed by the

<PAGE>

                                                                              53

relevant Governmental Authority) to the Administrative Agent or such Lender or
the Issuing Bank in the event the Administrative Agent or such Lender or the
Issuing Bank is required to repay such refund to such Governmental Authority.
Nothing contained in this Section 2.17(f) shall require the Administrative Agent
or any Lender or the Issuing Bank to make available its tax returns (or any
other information relating to its Taxes that it deems confidential) to the
Borrower or any other Person.

                  SECTION 2.18.     Payments Generally; Pro Rata Treatment;
Sharing of Set-offs. (a) The Borrower shall make each payment required to be
made by it hereunder or under any other Loan Document (whether of principal,
interest, fees or reimbursement of LC Disbursements, or of amounts payable under
Section 2.15, 2.16 or 2.17, or otherwise) prior to the time expressly required
hereunder or under such other Loan Document for such payment (or, if no such
time is expressly required, prior to 2:00 p.m., New York City time), on the date
when due, in immediately available funds, without set-off or counterclaim. Any
amounts received after such time on any date may, in the discretion of the
Administrative Agent, be deemed to have been received on the next succeeding
Business Day for purposes of calculating interest thereon. All such payments
shall be made to the Administrative Agent at its offices at 270 Park Avenue, New
York, New York, except payments to be made directly to the Issuing Bank or
Swingline Lender as expressly provided herein and except that payments pursuant
to Sections 2.15, 2.16, 2.17 and 9.03 shall be made directly to the Persons
entitled thereto and payments pursuant to other Loan Documents shall be made to
the Persons specified therein. The Administrative Agent shall distribute any
such payments received by it for the account of any other Person to the
appropriate recipient promptly following receipt thereof. If any payment under
any Loan Document shall be due on a day that is not a Business Day, the date for
payment shall be extended to the next succeeding Business Day, and, in the case
of any payment accruing interest, interest thereon shall be payable for the
period of such extension. All payments under each Loan Document shall be made in
dollars.

                  (b) If at any time insufficient funds are received by and
available to the Administrative Agent to pay fully all amounts of principal,
unreimbursed LC Disbursements, interest and fees then due hereunder, such funds
shall be applied (i) first, towards payment of interest and fees then due
hereunder, ratably among the parties entitled thereto in accordance with the
amounts of interest and fees then due to such parties, and (ii) second, towards
payment of principal and unreimbursed LC Disbursements then due hereunder,
ratably among the parties entitled thereto in accordance with the amounts of
principal and unreimbursed LC Disbursements then due to such parties.

                  (c) If any Lender shall, by exercising any right of set-off or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Revolving Loans, Term Loans or participations in LC
Disbursements or Swingline Loans resulting in such Lender receiving payment of a
greater proportion of the aggregate amount of its Revolving Loans, Term Loans
and participations in LC Disbursements and Swingline Loans and accrued interest
thereon than the proportion received by any other Lender, then the Lender
receiving such greater proportion shall purchase (for cash at face value)
participations in the Revolving Loans, Term Loans and participations in LC
Disbursements and Swingline Loans of other Lenders to the extent necessary so
that the benefit of all such payments shall be shared by the Lenders ratably in
accordance with the aggregate amount of principal of and accrued interest on
their respective Revolving Loans, Term Loans and participations in LC
Disbursements and Swingline Loans, provided that (i) if any such participations
are purchased and all or any portion of the payment giving rise thereto is
recovered, such participations shall be rescinded and the purchase price
restored to the extent of such recovery, without interest, and (ii) the
provisions of this

<PAGE>

                                                                              54

paragraph shall not be construed to apply to any payment made by the Borrower
pursuant to and in accordance with the express terms of this Agreement or any
payment obtained by a Lender as consideration for the assignment of or sale of a
participation in any of its Loans or participations in LC Disbursements to any
assignee or participant, other than to the Borrower or any Subsidiary or
Affiliate thereof (as to which the provisions of this paragraph shall apply).
The Borrower consents to the foregoing and agrees, to the extent it may
effectively do so under applicable law, that any Lender acquiring a
participation pursuant to the foregoing arrangements may exercise against the
Borrower rights of set-off and counterclaim with respect to such participation
as fully as if such Lender were a direct creditor of the Borrower in the amount
of such participation.

                  (d) Unless the Administrative Agent shall have received notice
from the Borrower prior to the date on which any payment is due to the
Administrative Agent for the account of the Lenders or the Issuing Bank
hereunder that the Borrower will not make such payment, the Administrative Agent
may assume that the Borrower has made such payment on such date in accordance
herewith and may, in reliance upon such assumption, distribute to the Lenders or
the Issuing Bank, as the case may be, the amount due. In such event, if the
Borrower has not in fact made such payment, then each of the Lenders or the
Issuing Bank, as the case may be, severally agrees to repay to the
Administrative Agent forthwith on demand the amount so distributed to such
Lender or Issuing Bank with interest thereon, for each day from and including
the date such amount is distributed to it to but excluding the date of payment
to the Administrative Agent, at the greater of the Federal Funds Effective Rate
and a rate determined by the Administrative Agent in accordance with banking
industry rules on interbank compensation.

                  (e) If any Lender shall fail to make any payment required to
be made by it pursuant to Section 2.04(c), 2.05(d) or (e), 2.06(b), 2.18(d) or
9.03(c), then the Administrative Agent may, in its discretion (notwithstanding
any contrary provision hereof), apply any amounts thereafter received by the
Administrative Agent for the account of such Lender to satisfy such Lender's
obligations under such Sections until all such unsatisfied obligations are fully
paid.

                  SECTION 2.19.     Mitigation Obligations; Replacement of
Lenders. (a) If any Lender requests compensation under Section 2.15, or if the
Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.17,
then such Lender shall use reasonable efforts to designate a different lending
office for funding or booking its Loans hereunder or to assign its rights and
obligations hereunder to another of its offices, branches or affiliates, if, in
the reasonable judgment of such Lender, such designation or assignment (i) would
eliminate or reduce amounts payable pursuant to Section 2.15 or 2.17, as the
case may be, in the future and (ii) would not subject such Lender to any
unreimbursed cost or expense and would not otherwise be disadvantageous to such
Lender. The Borrower hereby agrees to pay all reasonable costs and expenses
incurred by any Lender in connection with any such designation or assignment.

                  (b) If any Lender requests compensation under Section 2.15, or
if the Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.17,
or if any Lender defaults in its obligation to fund Loans hereunder, then the
Borrower may, at its sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in
Section 9.04), all its interests, rights and obligations under this Agreement to
an assignee that shall assume such obligations (which assignee may be another
Lender, if a Lender accepts such assignment), provided that (i) the Borrower
shall have received the prior written consent of the Administrative

<PAGE>

                                                                              55

Agent (and, if a Revolving Commitment is being assigned, the Issuing Bank and
Swingline Lender), which consent shall not unreasonably be withheld, (ii) such
Lender shall have received payment of an amount equal to the outstanding
principal of its Loans and participations in LC Disbursements and Swingline
Loans, accrued interest thereon, accrued fees and all other amounts payable to
it hereunder, from the assignee (to the extent of such outstanding principal and
accrued interest and fees) or the Borrower (in the case of all other amounts)
and (iii) in the case of any such assignment resulting from a claim for
compensation under Section 2.15 or payments required to be made pursuant to
Section 2.17, such assignment will result in a reduction in such compensation or
payments. A Lender shall not be required to make any such assignment and
delegation if, prior thereto, as a result of a waiver by such Lender or
otherwise, the circumstances entitling the Borrower to require such assignment
and delegation cease to apply. Nothing in this Section 2.19 shall be deemed to
prejudice any rights that the Borrower may have against any Lender as a result
of any default by any such Lender in its obligation to fund Loans hereunder.

                                   ARTICLE III

                         Representations and Warranties

                  Each of Holdings and the Borrower represents and warrants to
the Lenders that:

                  SECTION 3.01.     Organization; Powers. Each of Holdings, the
Borrower and the Subsidiaries is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization, has all
requisite power and authority to carry on its business as now conducted and,
except where the failure to do so, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect, is qualified to
do business in, and is in good standing in, every jurisdiction where such
qualification is required.

                  SECTION 3.02.     Authorization; Enforceability. The
Transactions entered into and to be entered into by each Loan Party are within
such Loan Party's powers and have been duly authorized by all necessary action.
This Agreement has been duly executed and delivered by each of Holdings and the
Borrower and constitutes, and each other Loan Document to which any Loan Party
is to be a party, when executed and delivered by such Loan Party, will
constitute, a legal, valid and binding obligation of Holdings, the Borrower or
such Loan Party (as the case may be), enforceable in accordance with its terms,
subject to applicable bankruptcy, insolvency, reorganization, moratorium or
other laws affecting creditors' rights generally and subject to general
principles of equity, regardless of whether considered in a proceeding in equity
or at law.

                  SECTION 3.03.     Governmental Approvals; No Conflicts. The
Transactions (a) do not require any consent or approval of, registration or
filing with, or any other action by or before, any Governmental Authority,
except such as have been obtained or made and are in full force and effect and
except filings necessary to perfect Liens created under the Loan Documents and
except where the failure to obtain such consent or approval or make such
registration or filing, individually or in the aggregate, could not reasonably
be expected to result in a Material Adverse Effect, (b) will not violate any
applicable law or regulation or the charter, by-laws or other organizational
documents of Holdings, the Borrower or any of the Subsidiaries or any order of
any Governmental Authority, (c) will not violate or result in a default under
any material indenture, agreement or other instrument binding upon Holdings, the
Borrower or any of the Subsidiaries or any of their assets, or give rise to a
right thereunder to require any payment to be made by Holdings, the Borrower or
any of the Subsidiaries, and (d) will not result in the

<PAGE>

                                                                              56

creation or imposition of any Lien on any asset of Holdings, the Borrower or any
of the Subsidiaries, except Liens created under the Loan Documents.

                  SECTION 3.04.     Financial Condition; No Material Adverse
Change. (a) Holdings has heretofore furnished to the Lenders its consolidated
balance sheet as of December 31, 1999, and consolidated statement of operations
and comprehensive income for the period from August 4, 1999, to December 31,
1999, reported on by PricewaterhouseCoopers LLP, independent public accountants.
Such financial statements present fairly, in all material respects, the
consolidated financial position and results of operations of Holdings, the
Borrower and its consolidated Subsidiaries as of such date and for such period
in accordance with GAAP.

                  (b) Holdings has heretofore furnished to the Lenders a pro
forma combined balance sheet and pro forma combined income statement as of and
for the pro forma fiscal year ended December 31, 1999, after giving effect to
the Acquisition Transactions. Such pro forma consolidated financial statements
(i) have been prepared in good faith based on the same assumptions used to
prepare the pro forma financial summary included in the Information Memorandum
(which assumptions are believed by Holdings and the Borrower to be reasonable),
(ii) are based on the best information available to Holdings and the Borrower
after due inquiry, (iii) accurately reflect in all material respects all
adjustments necessary to give effect to the Acquisition Transactions and (iv)
present fairly, in all material respects, the pro forma consolidated financial
position and results of operations and cash flows of Holdings, the Borrower and
the Subsidiaries as of such date and for such period, as if the Acquisition
Transactions had occurred on such date or at the beginning of such period, as
applicable.

                  (c) The Borrower has heretofore furnished to the
Administrative Agent the consolidated financial statements of Cherry
Semiconductor and its subsidiaries as of and for the fiscal year ended February
28, 1999, reported on by Arthur Andersen LLP, independent public accountants.
Such financial statements present fairly, in all material respects, the
financial position and results of operations and cash flows of Cherry
Semiconductor and its subsidiaries as of such date and for such period in
accordance with GAAP.

                  (d) Except as disclosed in the financial statements referred
to in paragraphs (a), (b) and (c) above or the notes thereto or in the
Information Memorandum and except for the Disclosed Matters, after giving effect
to the Acquisition Transactions, none of Holdings, the Borrower or the
Subsidiaries has, as of April 3, 2000, any material contingent liabilities,
unusual long-term commitments or unrealized losses.

                  (e) Since December 31, 1999, there has been no material
adverse change in the business, assets, operations, properties, financial
condition or prospects of Holdings, the Borrower and its Subsidiaries, taken as
a whole.

                  (f) Since February 28, 1999, there has been no material
adverse change in the business, assets, operations, properties, financial
condition or prospects of Cherry Semiconductor and its subsidiaries, taken as a
whole.

                  SECTION 3.05.     Properties. (a) Holdings, the Borrower and
each of the Subsidiaries has good title to, or valid leasehold interests in, all
its real and personal property material to its business (including its Mortgaged
Properties and Restatement Mortgaged Properties), except for minor defects in
title that do not interfere with its ability to conduct its business as
currently conducted or to utilize such properties for their intended purposes
and subject to Permitted Encumbrances.

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                                                                              57

                  (b) Holdings, the Borrower and each of the Subsidiaries owns,
or is licensed to use, all trademarks, tradenames, copyrights, patents and other
intellectual property material to its business, and the use thereof by Holdings,
the Borrower and the Subsidiaries does not infringe upon the rights of any other
Person, except for any such infringements that, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect.

                  (c) Schedule 3.05 sets forth the address of each real property
that is owned or leased by the Borrower or any of the Subsidiaries as of April
3, 2000.

                  (d) As of the Restatement Effective Date, none of Holdings,
the Borrower or any of the Subsidiaries has received notice of, or has knowledge
of, any material pending or contemplated condemnation proceeding affecting any
Mortgaged Property or Restatement Mortgaged Property or any sale or disposition
thereof in lieu of condemnation. None of the Mortgaged Property, Restatement
Mortgaged Property or any interest therein is subject to any right of first
refusal, option or other contractual right to purchase any such Mortgaged
Property, Restatement Mortgaged Property or interest therein.

                  SECTION 3.06.     Litigation and Environmental Matters. (a)
There are no actions, suits or proceedings by or before any arbitrator or
Governmental Authority pending against or, to the knowledge of Holdings or the
Borrower, threatened against or affecting Holdings, the Borrower or any of the
Subsidiaries (i) as to which there is a reasonable possibility of an adverse
determination and that, if adversely determined, could reasonably be expected,
individually or in the aggregate, to result in a Material Adverse Effect (other
than the Disclosed Matters) or (ii) that involve any of the Loan Documents or
the Transactions.

                  (b) Except for the Disclosed Matters and except with respect
to any other matters that, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect, none of Holdings,
the Borrower or any of the Subsidiaries (i) has failed to comply with any
Environmental Law or to obtain, maintain or comply with any permit, license or
other approval required under any Environmental Law, (ii) has become subject to
any Environmental Liability, (iii) has received notice of any claim with respect
to any Environmental Liability or (iv) knows of any basis for any Environmental
Liability.

                  (c) Since the Effective Date, there has been no change in the
status of the Disclosed Matters that, individually or in the aggregate, has
resulted in, or materially increased the likelihood of, a Material Adverse
Effect.

                  SECTION 3.07.     Compliance with Laws and Agreements. Each of
Holdings, the Borrower and the Subsidiaries is in compliance with all laws,
regulations and orders of any Governmental Authority applicable to it or its
property and all indentures, agreements and other instruments binding upon it or
its property, except where the failure to do so, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect. No Default has occurred and is continuing.

                  SECTION 3.08.     Investment and Holding Company Status. None
of Holdings, the Borrower or any of the Subsidiaries is (a) an "investment
company" as defined in, or subject to regulation under, the Investment Company
Act of 1940 or (b) a "holding company" as defined in, or subject to regulation
under, the Public Utility Holding Company Act of 1935.

                  SECTION 3.09.     Taxes. Holdings, the Borrower and each of
the Subsidiaries has timely filed or caused to be filed all Tax returns and
reports required to have been filed and has

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                                                                              58

paid or caused to be paid all Taxes required to have been paid by it, except (a)
any Taxes that are being contested in good faith by appropriate proceedings and
for which Holdings, the Borrower or such Subsidiary, as applicable, has set
aside on its books adequate reserves or (b) to the extent that the failure to do
so could not reasonably be expected to result in a Material Adverse Effect.

                  SECTION 3.10.     ERISA. No ERISA Event has occurred or is
reasonably expected to occur that, when taken together with all other such ERISA
Events for which liability is reasonably expected to occur, would reasonably be
expected to result in a Material Adverse Effect. The present value of all
accumulated benefit obligations of all underfunded Plans (based on the
assumptions used for purposes of Statement of Financial Accounting Standards No.
87) did not, as of the date of the most recent financial statements reflecting
such amounts, exceed the fair market value of the assets of all such underfunded
Plans by an amount that, if it were required to be fully paid, would reasonably
be expected to result in a Material Adverse Effect. Neither the Borrower nor any
ERISA Affiliate has engaged in a transaction with respect to any employee
benefit plan that would reasonably be expected to result in any material
liability to the Borrower or any ERISA Affiliate pursuant to Section 4069 of
ERISA.

                  SECTION 3.11.     Disclosure. Holdings and the Borrower have
disclosed to the Lenders all agreements, instruments and corporate or other
restrictions to which Holdings, the Borrower or any of the Subsidiaries is
subject, and all other matters known to any of them, that, individually or in
the aggregate, could reasonably be expected to result in a Material Adverse
Effect. The Information Memorandum and the other reports, financial statements,
certificates or other information furnished by or on behalf of any Loan Party to
the Administrative Agent or any Lender in connection with the negotiation of
this Agreement or any other Loan Document or delivered hereunder or thereunder
(as modified or supplemented by other information so furnished), taken as a
whole, do not contain any material misstatement of fact or omit to state any
material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, provided that (a) with
respect to projected financial information, Holdings and the Borrower represent
only that such information was prepared in good faith based upon assumptions
believed to be reasonable at the time and (b) with respect to information
regarding the semiconductor market and other industry data, Holdings and the
Borrower represent only that such information was prepared by third-party
industry research firms, and although Holdings and the Borrower believe such
information is reliable, Holdings and the Borrower cannot guarantee the accuracy
and completeness of the information and have not independently verified such
information.

                  SECTION 3.12.     Subsidiaries. Holdings does not have any
subsidiaries other than the Borrower and the Subsidiaries. Schedule 3.12 sets
forth the name of, and the ownership interest of Holdings in, each Subsidiary
and identifies each Subsidiary that is a Subsidiary Loan Party, in each case as
of February 14, 2003.

                  SECTION 3.13.     Insurance. Schedule 3.13 sets forth a
description of all insurance maintained by or on behalf of Holdings, the
Borrower and the Subsidiaries as of April 3, 2000. As of the Restatement
Effective Date, all premiums in respect of such insurance that are required to
have been paid have been paid. Holdings and the Borrower believe that the
insurance maintained by or on behalf of Holdings, the Borrower and the
Subsidiaries is adequate in all material respects.

                  SECTION 3.14.     Labor Matters. As of the Restatement
Effective Date, there are no material strikes, lockouts or slowdowns against
Holdings, the Borrower or any Subsidiary pending or, to the knowledge of
Holdings or the Borrower, threatened. Except as could not

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                                                                              59

reasonably be expected to result in a Material Adverse Effect, (a) the hours
worked by and payments made to employees of Holdings, the Borrower and the
Subsidiaries have not been in violation of the Fair Labor Standards Act or any
other applicable Federal, state, local or foreign law dealing with such matters
and (b) the consummation of the Restatement Transactions will not give rise to
any right of termination or right of renegotiation on the part of any union
under any collective bargaining agreement to which Holdings, the Borrower or any
Subsidiary is bound.

                  SECTION 3.15.     Solvency. Immediately after the consummation
of the Acquisition Transactions to occur on April 3, 2000, and immediately
following the making of each Loan made on April 3, 2000 and after giving effect
to the application of the proceeds of such Loans, (a) the fair value of the
assets of each Loan Party, at a fair valuation, will exceed its debts and
liabilities, subordinated, contingent or otherwise; (b) the present fair
saleable value of the property of each Loan Party will be greater than the
amount that will be required to pay the probable liability of its debts and
other liabilities, subordinated, contingent or otherwise, as such debts and
other liabilities become absolute and matured; (c) each Loan Party will be able
to pay its debts and liabilities, subordinated, contingent or otherwise, as such
debts and liabilities become absolute and matured; and (d) each Loan Party will
not have unreasonably small capital with which to conduct the business in which
it is engaged as such business is now conducted and is proposed to be conducted
following April 3, 2000.

                  SECTION 3.16.     Senior Indebtedness. The Obligations
constitute "Senior Indebtedness" under and as defined in the Subordinated Debt
Documents.

                  SECTION 3.17.     Year 2000. Any reprogramming required to
permit the proper functioning, in and following the year 2000, of (a) the
computer systems of Holdings, the Borrower and the Subsidiaries and (b)
equipment containing embedded microchips (including systems and equipment
supplied by others, including Motorola and its Affiliates, or with which
Holdings's, the Borrower's or any Subsidiary's systems interface, including the
systems and equipment of Motorola and its Affiliates) and the testing of all
such systems and equipment, as so reprogrammed, has been completed. The cost to
Holdings, the Borrower and the Subsidiaries of such reprogramming and testing
and of the reasonably foreseeable consequences of year 2000 to Holdings, the
Borrower and the Subsidiaries (including reprogramming errors and the failure of
others' systems or equipment) will not result in a Material Adverse Effect.

                  SECTION 3.18.     Acquisition. As of April 3, 2000, the
Acquisition Agreement has been duly authorized, executed and delivered by each
of the parties thereto and constitutes a legal, valid and binding obligation of
each such party, enforceable in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium or other laws affecting
creditors' rights generally and subject to general principles of equity,
regardless of whether considered in a proceeding in equity or at law. A true,
correct and complete copy of the Acquisition Agreement has been furnished to the
Administrative Agent.

                  SECTION 3.19.     Senior Secured Obligations. All the
Obligations constitute "Credit Agreement Obligations" under and as defined in
each of the First Lien Note Indenture and the Second Lien Note Indenture. The
Liens granted pursuant to the Security Documents are prior to the Liens granted
pursuant to the Second Lien Security Documents.

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                                                                              60

                                   ARTICLE IV

                                   Conditions

                  SECTION 4.01.     [Intentionally Omitted].

                  SECTION 4.02.     Each Credit Event. The obligation of each
Lender to make a Loan on the occasion of any Borrowing, and of the Issuing Bank
to issue, amend, renew or extend any Letter of Credit, is subject to receipt of
the request therefor in accordance herewith and to the satisfaction of the
following conditions:

                  (a) The representations and warranties of each Loan Party set
         forth in the Loan Documents shall be true and correct in all material
         respects on and as of the date of such Borrowing or the date of
         issuance, amendment, renewal or extension of such Letter of Credit, as
         applicable, except to the extent such representations and warranties
         expressly relate to an earlier date (in which case such representations
         and warranties shall be true and correct in all material respects as to
         such earlier date).

                  (b) At the time of and immediately after giving effect to such
         Borrowing or the issuance, amendment, renewal or extension of such
         Letter of Credit, as applicable, no Default shall have occurred and be
         continuing.

Each Borrowing and each issuance, amendment, renewal or extension of a Letter of
Credit shall be deemed to constitute a representation and warranty by Holdings
and the Borrower on the date thereof as to the matters specified in paragraphs
(a) and (b) of this Section. For purposes of the foregoing, the term "Borrowing"
shall not include the continuation or conversion of Loans in which the aggregate
amount of such Loans is not being increased.

                                    ARTICLE V

                              Affirmative Covenants

                  Until the Commitments have expired or been terminated and the
principal of and interest on each Loan and all fees payable hereunder shall have
been paid in full and all Letters of Credit shall have expired or terminated and
all LC Disbursements shall have been reimbursed, each of Holdings and the
Borrower covenants and agrees with the Lenders that:

                  SECTION 5.01.     Financial Statements and Other Information.
Holdings will furnish to the Administrative Agent and each Lender:

                  (a) within 90 days after the end of each fiscal year of
         Holdings, its audited consolidated balance sheet and related statements
         of operations, stockholders' equity and cash flows as of the end of and
         for such year, setting forth in each case in comparative form the
         figures for the previous fiscal year, all reported on by
         PricewaterhouseCoopers LLP or other independent public accountants of
         recognized national standing (without a "going concern" or like
         qualification or exception and without any qualification or exception
         as to the scope of such audit) to the effect that such consolidated
         financial statements present fairly in all material respects the
         consolidated financial condition and results of operations of Holdings,
         the Borrower and the Subsidiaries on a consolidated basis in accordance
         with GAAP consistently applied;

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                                                                              61

                  (b) within 45 days after the end of each of the first three
         fiscal quarters of each fiscal year of Holdings, its unaudited
         consolidated balance sheet and related statements of operations,
         stockholders' equity and cash flows as of the end of and for such
         fiscal quarter and the then elapsed portion of the fiscal year, setting
         forth in each case in comparative form the figures for the
         corresponding period or periods of (or, in the case of the balance
         sheet, as of the end of) the previous fiscal year, all certified by one
         of its Financial Officers as presenting fairly in all material respects
         the consolidated financial condition and results of operations of
         Holdings, the Borrower and the Subsidiaries on a consolidated basis in
         accordance with GAAP consistently applied, subject to normal year-end
         audit adjustments and the absence of footnotes;

                  (c) concurrently with any delivery of financial statements
         under paragraph (a) or (b) above, a certificate of a Financial Officer
         of Holdings (i) certifying as to whether a Default has occurred and, if
         a Default has occurred, specifying the details thereof and any action
         taken or proposed to be taken with respect thereto, (ii) setting forth
         reasonably detailed calculations demonstrating compliance with Section
         6.15, and, prior to the Transition Date, Section 6.16 and (iii) stating
         whether any change in GAAP or in the application thereof has occurred
         since the date of Holdings' audited financial statements referred to in
         Section 3.04 and, if any such change has occurred, specifying the
         effect of such change on the financial statements accompanying such
         certificate;

                  (d) concurrently with any delivery of financial statements
         under paragraph (a) above, a certificate of the accounting firm that
         reported on such financial statements stating whether they obtained
         knowledge during the course of their examination of such financial
         statements of any Default (which certificate may be limited to the
         extent required by accounting rules or guidelines);

                  (e) prior to the commencement of each fiscal year of Holdings,
         a detailed consolidated budget for such fiscal year (including a
         projected consolidated balance sheet and related statements of
         projected operations and cash flow as of the end of and for such fiscal
         year and setting forth any material assumptions used for purposes of
         preparing such budget) and, promptly when available, any significant
         revisions of such budget;

                  (f) promptly after the same become publicly available, copies
         of all periodic and other reports, proxy statements and other materials
         filed by Holdings, the Borrower or any Subsidiary with the Securities
         and Exchange Commission, or any Governmental Authority succeeding to
         any or all of the functions of said Commission, or with any national
         securities exchange, or, in the event the Holdings becomes a publicly
         traded company, distributed by Holdings to its public stockholders
         generally, as the case may be;

                  (g) promptly following any request therefor, such other
         information regarding the operations, business affairs and financial
         condition of Holdings, the Borrower or any Subsidiary, or compliance
         with the terms of any Loan Document, as the Administrative Agent or any
         Lender may reasonably request; and

                  (h) in respect of each fiscal month ending on or prior to the
         earlier of (i) the Transition Date and (ii) March 31, 2003, (A) within
         30 days after the end of each of the first two fiscal months of each
         fiscal quarter of Holdings, a Financial Report for each such month and
         for the then elapsed portion of the fiscal year and (B) within 45 days
         after the end of the last fiscal month of each fiscal quarter of
         Holdings, a Financial Report

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                                                                              62

         for such fiscal month and for such fiscal quarter and for the then
         elapsed portion of the fiscal year.

                  SECTION 5.02.     Notices of Material Events. Holdings and the
Borrower will furnish to the Administrative Agent and each Lender written notice
of the following promptly upon Holdings's or the Borrower's obtaining knowledge
thereof:

                  (a) the occurrence of any Default;

                  (b) the filing or commencement of any action, suit or
         proceeding by or before any arbitrator or Governmental Authority
         against or affecting Holdings, the Borrower or any Affiliate thereof
         that, if adversely determined, could reasonably be expected to result
         in a Material Adverse Effect;

                  (c) the occurrence of any ERISA Event that, alone or together
         with any other ERISA Events that have occurred, could reasonably be
         expected to result in liability of Holdings, the Borrower and the
         Subsidiaries in an aggregate amount exceeding $10,000,000; and

                  (d) any other development that results in, or could reasonably
         be expected to result in, a Material Adverse Effect.

Each notice delivered under this Section shall be accompanied by a statement of
a Financial Officer or other executive officer of Holdings setting forth the
details of the event or development requiring such notice and any action taken
or proposed to be taken with respect thereto.

                  SECTION 5.03.     Information Regarding Collateral. (a)
Holdings will furnish to the Administrative Agent prompt written notice of any
change (i) in any Loan Party's corporate name or in any trade name used to
identify it in the conduct of its business or in the ownership of its
properties, (ii) in the location of any Loan Party's chief executive office, its
principal place of business, any office in which it maintains books or records
relating to Collateral owned by it or any office or facility at which Collateral
owned by it is located (including the establishment of any such new office or
facility), (iii) in any Loan Party's jurisdiction of formation, identity or
corporate structure or (iv) in any Loan Party's Federal Taxpayer Identification
Number. Holdings agrees not to effect or permit any change referred to in the
preceding sentence unless all filings have been made, or will have been made
within any statutory period, under the Uniform Commercial Code or otherwise that
are required in order for the Administrative Agent to continue at all times
following such change to have a valid, legal and perfected security interest in
all the Collateral for the benefit of the Secured Parties. Holdings also agrees
promptly to notify the Administrative Agent if any material portion of the
Collateral is damaged or destroyed.

                  (b) Each year, at the time of delivery of annual financial
statements with respect to the preceding fiscal year pursuant to paragraph (a)
of Section 5.01, Holdings shall deliver to the Administrative Agent a
certificate of a Financial Officer of Holdings (i) setting forth the information
required pursuant to Section 2 of the Perfection Certificate or confirming that
there has been no change in such information since the date of the Perfection
Certificate delivered on the Effective Date or the date of the most recent
certificate delivered pursuant to this Section and (ii) certifying that all
Uniform Commercial Code financing statements (including fixture filings, as
applicable) or other appropriate filings, recordings or registrations, including
all refilings,

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                                                                              63

rerecordings and reregistrations, containing a description of the Collateral
have been filed of record in each governmental, municipal or other appropriate
office in each jurisdiction identified pursuant to clause (i) above to the
extent necessary to protect and perfect the security interests under the
Security Agreement for a period of not less than 18 months after the date of
such certificate (except as noted therein with respect to any continuation
statements to be filed within such period).

                  SECTION 5.04.     Existence; Conduct of Business. Each of
Holdings and the Borrower will, and will cause each of the Subsidiaries to, do
or cause to be done all things necessary to preserve, renew and keep in full
force and effect its legal existence and the rights, contracts, licenses,
permits, privileges, franchises, patents, copyrights, trademarks and trade names
material to the conduct of the business of the Borrower and its Subsidiaries,
taken as a whole, provided that the foregoing shall not prohibit any merger,
consolidation, liquidation or dissolution permitted under Section 6.03 or any
sale of assets permitted under Section 6.05.

                  SECTION 5.05.     Payment of Obligations. Each of Holdings and
the Borrower will, and will cause each of the Subsidiaries to, pay its
Indebtedness and other obligations, including Tax liabilities, before the same
shall become delinquent or in default, except where (a) the validity or amount
thereof is being contested in good faith by appropriate proceedings, (b)
Holdings, the Borrower or such Subsidiary has set aside on its books adequate
reserves with respect thereto in accordance with GAAP, (c) such contest
effectively suspends collection of the contested obligation and the enforcement
of any Lien securing such obligation and (d) the failure to make payment pending
such contest could not reasonably be expected to result in a Material Adverse
Effect.

                  SECTION 5.06.     Maintenance of Properties. Each of Holdings
and the Borrower will, and will cause each of the Subsidiaries to, keep and
maintain all property material to the conduct of the business of Holdings, the
Borrower and the Subsidiaries, taken as a whole, in good working order and
condition, ordinary wear and tear excepted.

                  SECTION 5.07.     Insurance. Each of Holdings and the Borrower
will, and will cause each of the Subsidiaries to, maintain, with financially
sound and reputable insurance companies (a) insurance in such amounts (with no
greater risk retention) and against such risks as are customarily maintained by
companies of established repute engaged in the same or similar businesses
operating in the same or similar locations and (b) all insurance required to be
maintained pursuant to the Security Documents. Holdings will furnish to the
Lenders, upon request of the Administrative Agent, information in reasonable
detail as to the insurance so maintained.

                  SECTION 5.08.     Casualty and Condemnation. Holdings (a) will
furnish to the Administrative Agent and the Lenders prompt written notice of any
casualty or other insured damage to any material portion of any Collateral or
the commencement of any action or proceeding for the taking of any Collateral or
any part thereof or interest therein under power of eminent domain or by
condemnation or similar proceeding and (b) will cause the Net Proceeds of any
such event (whether in the form of insurance proceeds, condemnation awards or
otherwise) to be applied in accordance with the applicable provisions of the
Security Documents.

                  SECTION 5.09.     Books and Records; Inspection and Audit
Rights. Each of Holdings and the Borrower will, and will cause each of the
Subsidiaries to, keep proper books of record and account in which full, true and
correct entries are made of all material dealings and transactions in relation
to its business and activities. Each of Holdings and the Borrower will,

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                                                                              64

and will cause each of the Subsidiaries to, permit any representatives
designated by the Administrative Agent or any Lender, upon reasonable prior
notice, to visit and inspect its properties, to examine and make extracts from
its books and records and to discuss its affairs, finances and condition with
its officers and independent accountants, all at such reasonable times and at
such reasonable intervals as may be reasonably requested.

                  SECTION 5.10.     Compliance with Laws. Each of Holdings and
the Borrower will, and will cause each of the Subsidiaries to, comply with all
laws, rules, regulations and orders of any Governmental Authority applicable to
it or its property, except where the failure to do so, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect.

                  SECTION 5.11.     Use of Proceeds and Letters of Credit. The
proceeds of the Revolving Loans and Swingline Loans will be used only for
general corporate purposes. No part of the proceeds of any Loan will be used,
whether directly or indirectly, for any purpose that entails a violation of any
of the Regulations of the Board, including Regulations T, U and X. Letters of
Credit will be issued only to support obligations of the Borrower or any
Subsidiary incurred in the ordinary course of business.

                  SECTION 5.12.     Additional Subsidiaries. If any additional
Subsidiary is formed or acquired after the Effective Date, Holdings will, within
ten Business Days after such Subsidiary is formed or acquired, notify the
Administrative Agent and the Lenders thereof and cause the Collateral and
Guarantee Requirement to be satisfied with respect to such Subsidiary (if it is
a Subsidiary Loan Party) and with respect to any Equity Interest in or
Indebtedness of such Subsidiary owned by or on behalf of any Loan Party.

                  SECTION 5.13.     Further Assurances. (a) Each of Holdings and
the Borrower will, and will cause each Subsidiary Loan Party to, execute any and
all further documents, financing statements, agreements and instruments, and
take all such further actions (including the filing and recording of financing
statements, fixture filings, mortgages, deeds of trust and other documents),
that may be required under any applicable law, or which the Administrative Agent
or the Required Lenders may reasonably request, to cause the Collateral and
Guarantee Requirement to be and remain satisfied, all at the expense of the Loan
Parties. Holdings and the Borrower also agree to provide to the Administrative
Agent, from time to time upon request, evidence reasonably satisfactory to the
Administrative Agent as to the perfection and priority of the Liens created or
intended to be created by the Security Documents.

                  (b) If any material assets (including any real property or
improvements thereto or any interest therein) are acquired by the Borrower or
any Subsidiary Loan Party after the Effective Date (other than assets
constituting Collateral under the Security Agreement or the Pledge Agreement
that become subject to the Lien of the Security Agreement or the Pledge
Agreement upon acquisition thereof), the Borrower will notify the Administrative
Agent and the Lenders thereof, and, if requested by the Administrative Agent or
the Required Lenders, the Borrower will cause such assets to be subjected to a
Lien securing the Obligations and will take, and cause the Subsidiary Loan
Parties to take, such actions as shall be necessary or reasonably requested by
the Administrative Agent to grant and perfect such Liens, including actions
described in paragraph (a) of this Section, all at the expense of the Loan
Parties.
                  SECTION 5.14.     Interest Rate Protection. As promptly as
practicable, and in any event within 90 days after the Effective Date, the
Borrower will enter into, and thereafter for a period of not less than three
years after the Effective Date will maintain in effect, one or more

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                                                                              65

interest rate protection agreements on such terms and with such parties as shall
be reasonably satisfactory to the Administrative Agent, the effect of which
shall be to ensure that at least 50% of the outstanding Long-Term Indebtedness
of Holdings, the Borrower and the consolidated Subsidiaries is effectively
subject to a fixed rate of interest.

                                   ARTICLE VI

                               Negative Covenants

                  Until the Commitments have expired or terminated and the
principal of and interest on each Loan and all fees payable hereunder have been
paid in full and all Letters of Credit have expired or terminated and all LC
Disbursements shall have been reimbursed, each of Holdings and the Borrower
covenants and agrees with the Lenders that:

                  SECTION 6.01.     Indebtedness; Certain Equity Securities. (a)
The Borrower will not, and Holdings and the Borrower will not permit any
Subsidiary to, create, incur, assume or permit to exist any Indebtedness,
except:

                  (i) Indebtedness created under the Loan Documents;

                  (ii) the Subordinated Debt;

                  (iii) the Junior Subordinated Note;

                  (iv) Indebtedness existing on the Effective Date and set forth
         in Schedule 6.01 and extensions, renewals, refinancings and
         replacements of any such Indebtedness that do not increase the
         outstanding principal amount thereof or result in an earlier maturity
         date or decreased weighted average life thereof;

                  (v) Indebtedness of the Borrower to Holdings or any Subsidiary
         and of any Subsidiary to the Borrower, Holdings or any other
         Subsidiary;

                  (vi) Guarantees by the Borrower and by any Subsidiary of
         Indebtedness of the Borrower or any other Subsidiary, provided that
         Guarantees by the Borrower or any Subsidiary Loan Party of Indebtedness
         of any Subsidiary that is not a Loan Party shall be subject to Section
         6.04;

                  (vii) Indebtedness of the Borrower or any Subsidiary incurred
         to finance the acquisition, construction or improvement of any fixed or
         capital assets, including Capital Lease Obligations (provided that such
         Indebtedness is incurred prior to or within 180 days after such
         acquisition or the completion of such construction or improvement) and
         any Indebtedness assumed in connection with the acquisition of any such
         assets or secured by a Lien on any such assets prior to the acquisition
         thereof, and extensions, renewals, refinancings and replacements of any
         such Indebtedness that do not increase the outstanding principal amount
         thereof, provided that the aggregate principal amount of Indebtedness
         permitted by this clause (vii) shall not exceed $25,000,000 at any time
         outstanding;

                  (viii) Indebtedness of the Borrower or any Subsidiary in
         respect of workers' compensation claims, self-insurance obligations,
         performance bonds, surety, appeal or

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                                                                              66

         similar bonds and completion guarantees provided by the Borrower and
         the Subsidiaries in the ordinary course of their business, provided
         that upon the incurrence of Indebtedness with respect to reimbursement
         type obligations regarding workers' compensation claims, such
         obligations are reimbursed within 30 days following such drawing or
         incurrence;

                  (ix) Permitted Convertible Debt;

                  (x) Indebtedness of the Borrower or any Subsidiary that was
         (A) Indebtedness of any other Person existing at the time such other
         Person was merged with or became a Subsidiary, including Indebtedness
         incurred in connection with, or in contemplation of, such other
         Person's merging with or becoming a Subsidiary, and extensions,
         renewals, refinancings and replacements of any such Indebtedness that
         do not increase the outstanding principal amount thereof or result in
         an earlier maturity date or decreased weighted average life thereof,
         provided that the aggregate principal amount of Indebtedness permitted
         under this clause (x) shall not exceed $25,000,000 at any time
         outstanding;

                  (xi) other unsecured Indebtedness in an aggregate principal
         amount not exceeding $50,000,000 at any time outstanding, provided that
         the aggregate principal amount of Indebtedness of the Subsidiaries that
         are not Subsidiary Loan Parties permitted by this clause (xi) shall not
         exceed $25,000,000 at any time outstanding;

                  (xii) Indebtedness of Leshan-Phoenix Semiconductor Co., Ltd.
         (the "China JV") in an aggregate principal amount not exceeding
         $25,000,000 at any time outstanding, provided that such Indebtedness is
         (i) secured only by assets of the China JV and not by the assets of
         Holdings, the Borrower or any other Subsidiary and (ii) not Guaranteed
         by Holdings, the Borrower or any other Subsidiary;

                  (xiii) the Second Lien Notes, provided that the Second Lien
         Notes shall not be Guaranteed by any Subsidiary that has not guaranteed
         the Obligations;

                  (xiv) Indebtedness for borrowed money incurred (1) by the
         China JV to refinance Indebtedness owed by the China JV to Holdings,
         the Borrower or any Subsidiary or (2) by the Borrower, which
         Indebtedness is guaranteed by the China JV in consideration for the
         cancelation by Holdings, the Borrower or any Subsidiary, as the case
         may be, of Indebtedness of the China JV owing to Holdings, the Borrower
         or such Subsidiary, as the case may be, having an aggregate principal
         amount that is no greater than the aggregate principal amount of the
         Indebtedness so canceled; provided that (i) the aggregate principal
         amount of such Indebtedness shall not exceed $100,000,000, (ii) the
         interest rate payable by the China JV or the Borrower in respect of any
         such Indebtedness so incurred is less than the interest rate payable by
         the China JV in respect of the Indebtedness so repaid (in the case of
         Indebtedness incurred under clause (1) above) or canceled (in the case
         of Indebtedness incurred under clause (2) above), (iii) such
         Indebtedness (x) shall not be secured by any Lien other than Liens
         permitted by Section 6.02(a)(xi), (y) shall not be Guaranteed by any
         Person other than the China JV and (z) shall not (in the case of
         Indebtedness incurred pursuant to clause (2) above) mature, and no
         amortization or principal payment in respect thereof shall be made,
         prior to the date that is six months after the Tranche D Maturity Date;
         and

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                                                                              67

                  (xv) the First Lien Notes, provided that the First Lien Notes
         shall not be Guaranteed by any Subsidiary that has not guaranteed the
         Obligations.

                  (b) Holdings will not create, incur, assume or permit to exist
any Indebtedness except (i) Indebtedness created under the Loan Documents, (ii)
the Subordinated Debt and (iii) Indebtedness permitted under clause (a)(v),
(a)(xiii) and (a)(xv) of this Section 6.01.

                  (c) Neither Holdings nor the Borrower will, nor will they
permit any Subsidiary to, issue any preferred stock or other preferred Equity
Interests, except that (i) Holdings may issue the Cumulative Preferred Stock,
(ii) Holdings may issue preferred stock or other preferred Equity Interests of
Holdings that do not require mandatory cash dividends or redemptions and do not
provide for any right on the part of the holder to require redemption,
repurchase or repayment thereof, in each case prior to the date that is 91 days
after August 4, 2007, and (iii) Holdings, the Borrower or any Subsidiary may
issue directors' qualifying shares or shares required by applicable law to be
held by a Person other than Holdings, the Borrower or any Subsidiary.

                  (d) Neither Holdings nor the Borrower will permit the Bermuda
IP Subsidiary to create, incur, assume or permit to exist any Indebtedness
(regardless of whether permitted under paragraph (a) of this Section) other than
Indebtedness of the Bermuda IP Subsidiary owed to the Borrower or a Subsidiary
Loan Party that is otherwise permitted by this Agreement.

                  (e) Notwithstanding anything contained in Section 6.01(a), (b)
or (c), (i) Holdings may issue preferred stock, or Holdings or the Borrower may
incur Indebtedness, in each case pursuant to a Qualified Liquidity Financing and
(ii) Holdings may issue preferred stock pursuant to the TPG Equity Purchase.

                  (f) Notwithstanding anything contained in Section 6.01(a), the
OnMOS Joint Venture may incur Indebtedness that is guaranteed by Mosel in an
aggregate principal amount not exceeding $10,000,000 at any time outstanding,
provided that such Indebtedness shall not be Guaranteed by, or otherwise be
recourse to, any of Holdings, the Borrower or the Subsidiaries (other than the
OnMOS Joint Venture or any subsidiaries of the OnMOS Joint Venture). Any such
Indebtedness of the OnMOS Joint Venture shall be deemed not to be Indebtedness
of Holdings, the Borrower and the Subsidiaries for the purpose of calculating
Funded Indebtedness and Total Senior Indebtedness and any interest expense with
respect to such Indebtedness shall be excluded from consolidated interest
expense for the purpose of calculating Consolidated Cash Interest Expense.

                  SECTION 6.02.     Liens. (a) The Borrower will not, and
Holdings and the Borrower will not permit any Subsidiary to, create, incur,
assume or permit to exist any Lien on any property or asset now owned or
hereafter acquired by it, or assign or sell any income or revenues (including
accounts receivable) or rights in respect of any thereof, except:

                  (i) Liens created under the Loan Documents, including those
         Liens securing the First Lien Notes;

                  (ii) Permitted Encumbrances;

                  (iii) any Lien on any property or asset of the Borrower or any
         Subsidiary existing on the Effective Date and set forth in Schedule
         6.02, provided that (i) such Lien shall not apply to any other property
         or asset of the Borrower or any Subsidiary and (ii) such Lien

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                                                                              68

         shall secure only those obligations that it secures on the Effective
         Date and extensions, renewals and replacements thereof that do not
         increase the outstanding principal amount thereof;

                  (iv) any Lien existing on any property or asset prior to the
         acquisition thereof by the Borrower or any Subsidiary or existing on
         any property or asset of any Person that becomes a Subsidiary after the
         Effective Date prior to the time such Person becomes a Subsidiary,
         provided that (A) such Lien is not created in contemplation of or in
         connection with such acquisition or such Person becoming a Subsidiary,
         as the case may be, (B) such Lien shall not apply to any other property
         or assets of the Borrower or any Subsidiary and (C) such Lien shall
         secure only those obligations that it secures on the date of such
         acquisition or the date such Person becomes a Subsidiary, as the case
         may be and extensions, renewals and replacements thereof that do not
         increase the outstanding principal amount thereof;

                  (v) Liens on fixed or capital assets acquired, constructed or
         improved by the Borrower or any Subsidiary, provided that (A) such
         Liens secure Indebtedness permitted by clause (vii) of Section 6.01(a),
         (B) such security interests and the Indebtedness secured thereby are
         incurred prior to or within 180 days after such acquisition or the
         completion of such construction or improvement, (C) the Indebtedness
         secured thereby does not exceed 100% of the cost of acquiring,
         constructing or improving such fixed or capital assets and (D) such
         security interests shall not apply to any other property or assets of
         the Borrower or any Subsidiary;

                  (vi) sales of Receivables and Related Property (or undivided
         interests therein) permitted under Section 6.05(d) and Liens on
         Receivables of a Receivables Subsidiary granted in connection with any
         Permitted Receivables Financing;

                  (vii) Liens arising solely by virtue of any statutory or
         common law provision relating to banker's liens, rights of setoff or
         similar rights;

                  (viii) Liens in favor of a landlord on leasehold improvements
         in leased premises;

                  (ix) Liens on the assets of the China JV securing Indebtedness
         incurred by the China JV permitted under clause (xii) of Section
         6.01(a);

                  (x) Liens granted under the Second Lien Security Documents;
         provided that (A) such Liens secure only obligations in respect of the
         Second Lien Notes, (B) such Liens do not apply to any asset other than
         Collateral that is subject to a prior Lien granted under a Security
         Document and (C) all such Liens and Second Lien Security Documents
         shall be subject to the terms of the Intercreditor Agreement; and

                  (xi) Liens on the assets of the China JV securing Indebtedness
         permitted under clause (xiv) of Section 6.01(a).

                  (b) Holdings will not create, incur, assume or permit to exist
any Lien on any property or asset now owned or hereafter acquired by it, or
assign or sell any income or revenues (including accounts receivable) or rights
in respect thereof, except Liens created under the Pledge Agreement and the
Second Lien Document and Permitted Encumbrances.

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                                                                              69

                  SECTION 6.03.     Fundamental Changes. (a) Neither Holdings
nor the Borrower will, nor will they permit any Subsidiary to, merge into or
consolidate with any other Person, or permit any other Person to merge into or
consolidate with it, or liquidate or dissolve, except that, if at the time
thereof and immediately after giving effect thereto no Default shall have
occurred and be continuing (i) any Person may merge with Holdings or the
Borrower in a transaction in which the surviving entity is a Person organized or
existing under the laws of the United States of America, any State thereof or
the District of Columbia and, if such surviving entity is not Holdings or the
Borrower, as the case may be, such Person expressly assumes, in writing, all the
obligations of Holdings or the Borrower, as the case may be, under the Loan
Documents, (ii) any Person may merge with any Subsidiary in a transaction in
which the surviving entity is a Subsidiary and, if any party to such merger is a
Subsidiary Loan Party, is a Subsidiary Loan Party and (iii) any Subsidiary
(other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower
determines in good faith that such liquidation or dissolution is in the best
interests of the Borrower and is not materially disadvantageous to the Lenders,
provided that any such merger involving a Person that is not a wholly owned
Subsidiary immediately prior to such merger shall not be permitted unless also
permitted by Sections 6.04 and 6.08.

                  (b) The Borrower will not, and Holdings and the Borrower will
not permit any of the Subsidiaries (other than a Receivables Subsidiary) to,
engage to any material extent in any business other than businesses of the type
conducted by the Borrower and the Subsidiaries on the Effective Date and
businesses reasonably related thereto.

                  (c) Holdings will not engage in any business or activity other
than the ownership of all the outstanding shares of capital stock of the
Borrower and the Joint Venture Holding Companies and activities incidental
thereto. Holdings will not own or acquire any assets (other than shares of
capital stock of the Borrower, shares of capital stock of the Joint Venture
Holding Companies, cash and Permitted Investments) or incur any liabilities
(other than liabilities under the Loan Documents, Guarantees by Holdings of
obligations of the Borrower and the Subsidiaries under leases of real property,
obligations under any stock option plans or other benefit plans for management
or employees of Holdings, the Borrower and the Subsidiaries, liabilities imposed
by law, including tax liabilities, and other liabilities incidental to its
existence and permitted business and activities).

                  (d) No Receivables Subsidiary will engage in any business
other than the purchase and sale or other transfer of Receivables (or
participation interests therein) in connection with any Permitted Receivables
Financing, together with activities directly related thereto.

                  SECTION 6.04.     Investments, Loans, Advances, Guarantees and
Acquisitions. The Borrower will not, and Holdings and the Borrower will not
permit any of the Subsidiaries to, purchase, hold or acquire (including pursuant
to any merger with any Person that was not a wholly owned Subsidiary prior to
such merger) any Equity Interests in or evidences of indebtedness or other
securities (including any option, warrant or other right to acquire any of the
foregoing) of, make or permit to exist any loans or advances to, Guarantee any
obligations of, or make or permit to exist any investment or any other interest
in, any other Person, or purchase or otherwise acquire (in one transaction or a
series of transactions) any assets of any other Person constituting a business
unit, except:

                  (a) to the extent provided for by the terms of the
         Recapitalization;

                  (b) Permitted Investments;

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                                                                              70

                  (c) investments existing on the Effective Date hereof and set
         forth on Schedule 6.04;

                  (d) investments by the Borrower and the Subsidiaries that are
         Loan Parties in Equity Interests in their respective Subsidiaries that
         are Loan Parties and investments by Subsidiaries that are not Loan
         Parties in Equity Interests in their respective Subsidiaries, provided
         that any such Equity Interests held by a Loan Party shall be pledged
         pursuant to the Pledge Agreement (subject to the limitations applicable
         to voting stock of a Foreign Subsidiary and Equity Interests in the
         Foreign Joint Venture Companies referred to in the definition of the
         term "Collateral and Guarantee Requirement");

                  (e) loans or advances made by the Borrower to Holdings or any
         Subsidiary and made by Holdings or any Subsidiary to the Borrower or
         any other Subsidiary, provided that any such loans and advances made by
         a Loan Party shall be evidenced by a promissory note pledged pursuant
         to the Pledge Agreement;

                  (f) Guarantees constituting Indebtedness permitted by Section
         6.01 (other than with respect to the Junior Subordinated Note) of
         Indebtedness of the Borrower or any Subsidiary Loan Party, provided
         that a Subsidiary shall not Guarantee the Subordinated Debt unless (i)
         such Subsidiary also has Guaranteed the Obligations pursuant to the
         Guarantee Agreement, (ii) such Guarantee of the Subordinated Debt is
         subordinated to such Guarantee of the Obligations on terms no less
         favorable to the Lenders than the subordination provisions of the
         Subordinated Debt and (iii) such Guarantee of the Subordinated Debt
         provides for the release and termination thereof, without action by any
         party, upon any release or termination of such Guarantee of the
         Obligations;

                  (g) investments received in connection with the bankruptcy or
         reorganization of, or settlement of delinquent accounts and disputes
         with, customers and suppliers, in each case in the ordinary course of
         business;

                  (h) after the Transition Date, Permitted Acquisitions,
         provided that the sum of all consideration paid or otherwise delivered
         in connection with Permitted Acquisitions (including the principal
         amount of any Indebtedness issued as deferred purchase price and the
         fair market value of any other non-cash consideration) plus the
         aggregate principal amount of all Indebtedness otherwise incurred or
         assumed in connection with, or resulting from, Permitted Acquisitions
         (including Indebtedness of any acquired Persons outstanding at the time
         of the applicable Permitted Acquisition) shall not exceed, on a
         cumulative basis subsequent to the Effective Date, $50,000,000;

                  (i) any investments in or loans to any other Person received
         as noncash consideration for sales, transfers, leases and other
         dispositions permitted by Section 6.05;

                  (j) Guarantees by the Borrower and the Subsidiaries of leases
         entered into by any Subsidiary as lessee;

                  (k) extensions of credit in the nature of accounts receivable
         or notes receivable in the ordinary course of business;

                  (l) investments in payroll, travel and similar advances to
         cover matters that are expected at the time of such advances ultimately
         to be treated as expenses for accounting purposes and that are made in
         the ordinary course of business;

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                                                                              71

                  (m) loans or advances to employees made in the ordinary course
         of business consistent with prudent business practice and not exceeding
         $5,000,000 in the aggregate outstanding at any one time;

                  (n) investments in or acquisitions of stock, obligations or
         securities received in settlement of debts created in the ordinary
         course of business and owing to the Borrower or any Subsidiary or in
         satisfaction of judgments;

                  (o) investments in the form of Hedging Agreements permitted
         under Section 6.07;

                  (p) investments by the Borrower or any Subsidiary in (i) the
         capital stock of a Receivables Subsidiary and (ii) other interests in a
         Receivables Subsidiary, in each case to the extent determined by the
         Borrower in its judgment to be reasonably necessary in connection with
         or required by the terms of the Permitted Receivables Financing;

                  (q) investments, loans, advances, guarantees and acquisitions
         resulting from a foreclosure by Holdings, the Borrower or any
         Subsidiary with respect to any secured investment or other transfer of
         title with respect to any secured investment in default;

                  (r) investments, loans, advances, guarantees and acquisitions
         the consideration for which consists solely of shares of common stock
         of Holdings;

                  (s) the Acquisition;

                  (t) other investments in an aggregate amount not to exceed
         $40,000,000 (or, after the Transition Date, $100,000,000) at any time
         outstanding; and

                  (u) the creation by the Borrower of a limited liability
         company organized under the laws of a jurisdiction in the United States
         of America and the Borrower's contribution to the OnMOS Joint Venture
         through such limited liability company of (i) $51 in exchange for a 51%
         interest therein and (ii) the assets and operations of the TMOS
         business of the Subsidiaries and Holdings; provided that promptly
         following the contribution of such assets and operations to the OnMOS
         Joint Venture contemplated by this clause (u), the Borrower shall
         deliver to the Administrative Agent copies of all definitive
         documentation regarding such investment, certified by a Financial
         Officer as complete and correct.

                  SECTION 6.05.     Asset Sales. The Borrower will not, and
Holdings and the Borrower will not permit any of the Subsidiaries to, sell,
transfer, lease or otherwise dispose of any asset, including any Equity Interest
owned by it, nor will the Borrower permit any of the Subsidiaries to issue any
additional Equity Interest in such Subsidiary, except:

                  (a) sales of inventory, used or surplus equipment and
         Permitted Investments in the ordinary course of business, Restructuring
         Liquidation Sales and the periodic clearance of aged inventory;

                  (b) sales, transfers and dispositions to the Borrower or a
         Subsidiary, provided that any such sales, transfers or dispositions
         involving a Subsidiary that is not a Loan Party shall be made in
         compliance with Section 6.09;

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                                                                              72

                  (c) transfers and dispositions in connection with the SCG
         Restructuring, provided that the aggregate fair market value of all
         assets sold, transferred or otherwise disposed of in reliance on this
         clause (c) shall not exceed $10,000,000;

                  (d) the Borrower may consummate the Facilities Transfer;

                  (e) sales, transfers and other dispositions of assets (other
         than Equity Interests in a Subsidiary, except for sales of Equity
         Interests in the OnMOS Joint Venture to the extent such sales do not
         result in the failure of the Borrower to comply with Section 6.17) that
         are not permitted by any other clause of this Section, provided that
         the aggregate fair market value of all assets sold, transferred or
         otherwise disposed of in reliance upon this clause (e) shall not exceed
         $30,000,000 (or, after the Transition Date, $50,000,000) during any
         fiscal year of the Borrower; and

                  (f) sales, transfers and other dispositions of assets listed
         on Schedule 6.05 hereto, provided that (i) all sales, transfers, leases
         and other dispositions permitted hereby shall be made for fair value
         (other than those permitted by clause (b) above) and for consideration
         of at least 80% cash or cash equivalents (other than those permitted by
         clause (b) and (f) above) and (ii) the fair value of all consideration
         (other than cash and cash equivalents) received in respect of
         dispositions permitted by clause (f) above does not exceed $15,000,000.

                  SECTION 6.06.     Sale and Leaseback Transactions. The
Borrower will not, and Holdings and the Borrower will not permit any of the
Subsidiaries to, enter into any arrangement, directly or indirectly, whereby it
shall sell or transfer any property, real or personal, used or useful in its
business, whether now owned or hereafter acquired, and thereafter rent or lease
such property or other property that it intends to use for substantially the
same purpose or purposes as the property sold or transferred, except for any
such sale of any fixed or capital assets that is made for cash consideration in
an amount not less than the cost of such fixed or capital asset and is
consummated within 180 days after the Borrower or such Subsidiary acquires or
completes the construction of such fixed or capital asset.

                  SECTION 6.07.     Hedging Agreements. The Borrower will not,
and Holdings and the Borrower will not permit any of the Subsidiaries to, enter
into any Hedging Agreement, other than (a) Hedging Agreements required by
Section 5.14 and (b) Hedging Agreements entered into in the ordinary course of
business to hedge or mitigate risks to which the Borrower or any Subsidiary is
exposed in the conduct of its business or the management of its liabilities.

                  SECTION 6.08.     Restricted Payments; Certain Payments of
Indebtedness. (a) Other than as specified in the first sentence of Section 5.11,
neither Holdings nor the Borrower will, nor will they permit any Subsidiary to,
declare or make, or agree to pay or make, directly or indirectly, any Restricted
Payment, except that (i) Holdings may declare and pay dividends with respect to
its capital stock payable solely in additional shares of its capital stock, (ii)
Subsidiaries may declare and pay dividends ratably with respect to their capital
stock, (iii) Holdings may make Restricted Payments, not exceeding $2,000,000
during any fiscal year, pursuant to and in accordance with stock option plans or
other benefit plans for directors, management or employees of Holdings, the
Borrower and the Subsidiaries, including the redemption or purchase of capital
stock of Holdings held by former directors, management or employees of Holdings,
the Borrower or any Subsidiary following termination of their employment, (iv)
the Borrower may pay dividends to Holdings at such times and in such amounts,
not exceeding $2,000,000 during any fiscal year, as shall be necessary to permit

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                                                                              73

Holdings to discharge its permitted liabilities and (v) the Borrower and the
Joint Venture Holding Companies may make Restricted Payments to Holdings at such
times and in such amounts (but not prior to the fifth anniversary of the date of
issuance of the Cumulative Preferred Stock) as shall be necessary to enable
Holdings, after such fifth anniversary, to pay dividends in cash on such
Cumulative Preferred Stock as and when declared and payable, provided that, at
the time of each Restricted Payment made in reliance upon this clause (v) and
after giving pro forma effect to such payment, the Leverage Ratio shall not
exceed 1.50 to 1.00, (vi) Holdings, the Borrower and the Subsidiaries may make
Restricted Payments as and to the extent contemplated by the Recapitalization
Agreement and (vii) Holdings may make Restricted Payments on account of the
purchase, redemption or repurchase of the Cumulative Preferred Stock with the
net proceeds of a substantially concurrent IPO, provided that, after giving
effect to such purchase, redemption or repurchase, no Default or Event of
Default shall have occurred and be continuing.

                  (b) Neither Holdings nor the Borrower will, nor will they
permit any Subsidiary to, make or agree to pay or make, directly or indirectly,
any payment or other distribution (whether in cash, securities or other
property) of or in respect of principal of or interest on any Indebtedness, or
any payment or other distribution (whether in cash, securities or other
property), including any sinking fund or similar deposit, on account of the
purchase, redemption, retirement, acquisition, cancelation or termination of any
Indebtedness, except:

                  (i) payment of Indebtedness created under the Loan Documents;

                  (ii) payment of regularly scheduled interest and principal
         payments as and when due in respect of any Indebtedness, other than (A)
         payments in respect of the Subordinated Debt and the Junior
         Subordinated Note prohibited by the subordination provisions thereof,
         (B) principal payments in respect of the Junior Subordinated Note and
         (C) cash interest payments in respect of the Junior Subordinated Note
         unless, in the case of any such payment specified in this clause (C),
         at the time of such payment and after giving pro forma effect thereto
         the Leverage Ratio shall not exceed 1.50 to 1.00 and such payment is
         due and payable on or after the fifth anniversary of the date of
         issuance of the Junior Subordinated Note;

                  (iii) refinancings of Indebtedness to the extent permitted by
         Section 6.01;

                  (iv) payment of secured Indebtedness that becomes due as a
         result of the voluntary sale or transfer of the property or assets
         securing such Indebtedness;

                  (v) payments on account of the redemption of the First Lien
         Notes or the Second Lien Notes or a combination thereof with not more
         than 25% of the aggregate net proceeds of one or more issuances of
         equity securities of Holdings, provided that (A) after giving effect to
         such redemption, no Default or Event of Default shall have occurred and
         be continuing, (B) not more than 35% of the original aggregate
         principal amount of the First Lien Notes or the Second Lien Notes is
         redeemed and (C) any such redemption shall be made within 90 days of
         such equity issuance and otherwise in compliance with the provisions of
         the First Lien Note Indenture or Second Lien Note Indenture, as
         applicable;

                  (vi) payments in respect of any Permitted Receivables
         Facility; and

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                                                                              74

                  (vii) repayment of certain Indebtedness of certain Foreign
         Subsidiaries on the Effective Date as specified in the first sentence
         of Section 5.11.

                  SECTION 6.09.     Transactions with Affiliates. Neither
Holdings nor the Borrower will, nor will they permit any Subsidiary to, sell,
lease or otherwise transfer any property or assets to, or purchase, lease or
otherwise acquire any property or assets from, or otherwise engage in any other
transactions with, any of its Affiliates, except (a) transactions that are at
prices and on terms and conditions not less favorable to the Borrower or such
Subsidiary than could be obtained on an arm's-length basis from unrelated third
parties, (b) transactions between or among Holdings, the Borrower and the
Subsidiary Loan Parties not involving any other Affiliate, (c) to pay
management, consulting and advisory fees to TPG or its Affiliates pursuant to
any financial advisory, financing, underwriting or placement agreement or in
respect of other investment banking activities, including in connection with
acquisitions or divestitures, in an aggregate amount not to exceed $2,000,000 in
any fiscal year, (d) payments of fees and expenses to TPG and its Affiliates in
connection with the Transactions, (e) any issuance of securities, or other
payments, awards or grants in cash, securities or otherwise pursuant to, or the
funding of, employment arrangements, stock options and stock ownership plans
approved by the board of directors of Holdings, (f) the grant of stock options
or similar rights to officers, employees, consultants and directors of Holdings
pursuant to plans approved by the board of directors of Holdings and the payment
of amounts or the issuance of securities pursuant thereto, (g) loans or advances
to employees in the ordinary course of business consistent with prudent business
practice, but in any event not to exceed $5,000,000 in the aggregate outstanding
at any one time, (h) the Transition Agreements, (i) any Restricted Payment
permitted by Section 6.08 and (j) any ancillary agreements entered into between
Holdings, the Borrower or any Subsidiary and the OnMOS Joint Venture at any time
that Holdings owns directly and indirectly less than 80% of the economic
interest of the OnMOS Joint Venture; provided, however, that, prior to the
Transition Date, all management fees payable to TPG or its Affiliates shall
accrue and not be payable in cash, it being understood that any such fees may be
paid by the issuance of common stock of or warrants in respect of common stock
of Holdings and any other fees may be paid in cash.

                  SECTION 6.10.     Restrictive Agreements. Neither Holdings nor
the Borrower will, nor will they permit any Subsidiary to, directly or
indirectly, enter into, incur or permit to exist any agreement or other
arrangement that prohibits, restricts or imposes any condition upon (a) the
ability of Holdings, the Borrower or any Subsidiary to create, incur or permit
to exist any Lien upon any of its property or assets, or (b) the ability of any
Subsidiary to pay dividends or other distributions with respect to any shares of
its capital stock or to make or repay loans or advances to the Borrower or any
other Subsidiary or to Guarantee Indebtedness of the Borrower or any other
Subsidiary, provided that (i) the foregoing shall not apply to restrictions and
conditions imposed by law or by any Loan Document, Subordinated Debt Document,
First Lien Document or Second Lien Document, (ii) the foregoing shall not apply
to restrictions and conditions existing on the Effective Date identified on
Schedule 6.10 (but shall apply to any extension or renewal of, or any amendment
or modification if it expands the scope of, any such restriction or condition),
(iii) the foregoing shall not apply to customary restrictions and conditions
contained in agreements relating to the sale of a Subsidiary pending such sale,
provided such restrictions and conditions apply only to the Subsidiary that is
to be sold and such sale is permitted hereunder, (iv) clause (a) of the
foregoing shall not apply to restrictions or conditions imposed by any agreement
relating to secured Indebtedness permitted by this Agreement if such
restrictions or conditions apply only to the property or assets securing such
Indebtedness, (v) clause (a) of the foregoing shall not apply to customary
provisions in leases

<PAGE>

                                                                              75

restricting the assignment thereof and (vi) the foregoing shall not apply to
restrictions or conditions imposed on a Receivables Subsidiary in connection
with a Permitted Receivables Financing.

                  SECTION 6.11.     Amendment of Material Documents. (a) Neither
Holdings nor the Borrower will, nor will they permit any Subsidiary to, amend,
modify or waive any of its rights under (i) any Subordinated Debt Document, (ii)
its certificate of incorporation, by-laws or other organizational documents
(including the SMP JV Agreement and the Leshan JV Agreement), (iii) the Junior
Subordinated Note, (iv) the Certificate of Designations, (v) except for
amendments to the Second Lien Security Documents permitted by the Intercreditor
Agreement, any Second Lien Document, or (vi) any First Lien Document; provided
that any certificate of incorporation, by-law or other organizational documents
described in clause (ii) of this paragraph may be amended or modified (and any
rights thereunder may be waived) in any respect that is not materially adverse
to the interests of the Lenders.

                  (b) Neither Holdings nor the Borrower will, nor will they
permit any Subsidiary to, amend, modify or waive any of its rights under any
Recapitalization Document or terminate any Transition Agreement, in each case to
the extent that such amendment, modification, waiver or termination would be
adverse to the Lenders.

                  (c) Holdings and the Borrower will not, and will not permit
any Subsidiary to, amend, modify or waive any of its rights under any Permitted
Receivables Financing to the extent that such amendment, modification or waiver
would be materially adverse to the Lenders.

                  (d) The Borrower will not amend, modify or waive any of its
rights under the IP License to the extent that such amendment, modification or
waiver would (i) adversely affect the subordination of the rights of the Bermuda
IP Subsidiary under the IP License to the Liens granted under the Security
Agreement on the intellectual property covered by the IP License or (ii)
otherwise be adverse to the Lenders in any material respect.

                  SECTION 6.12.     [Intentionally Omitted].

                  SECTION 6.13.     [Intentionally Omitted].

                  SECTION 6.14.     Capital Expenditures. (a) The Borrower and
Subsidiaries shall not incur or make any Capital Expenditures during any period
set forth below (a "Measurement Period") in an amount exceeding the amount set
forth opposite such period:

<TABLE>
<CAPTION>
--------------------------------------------------------------
                                               Maximum Capital
            Period                              Expenditures
            ------                              ------------
<S>                                            <C>
--------------------------------------------------------------
January 1, 2002 to March 31, 2003               $ 52,500,000
--------------------------------------------------------------
April 1, 2003 to December 31, 2003              $ 87,500,000
--------------------------------------------------------------
January 1, 2004 to December 31, 2004            $100,000,000
--------------------------------------------------------------
January 1, 2005 to December 31, 2005            $100,000,000
--------------------------------------------------------------
January 1, 2006 to December 31, 2006            $100,000,000
--------------------------------------------------------------
January 1, 2007 to August 4, 2007               $100,000,000
--------------------------------------------------------------
</TABLE>

<PAGE>

                                                                              76

                  (b) Notwithstanding the foregoing, the $100,000,000 permitted
amount in respect of any fiscal year ending after December 31, 2003 shall be
increased by an amount equal to 50% of the amount (if any) by which Consolidated
EBITDA for the immediately preceding fiscal year exceeds $200,000,000.

                  (c) In addition, the amount of Capital Expenditures permitted
to be made by the Borrower and Subsidiaries in respect of any fiscal year after
December 31, 2003 shall be increased by (i) the unused amount (if any) of
Capital Expenditures that were permitted to be made during the immediately
preceding Measurement Period pursuant to Section 6.14(a) minus (ii) an amount
equal to the unused permitted Capital Expenditures carried forward to such
immediately preceding Measurement Period pursuant to this paragraph (c);
provided that the increase in any fiscal year pursuant to this clause (c) shall
not exceed 50% of the permitted Capital Expenditures amount for the immediately
preceding Measurement Period pursuant to paragraphs (a) and (b).

                  For purposes of determining compliance with this Section,
Capital Expenditures incurred or made by the OnMOS Joint Venture and its
subsidiaries shall be disregarded.

                  SECTION 6.15.     Minimum Consolidated EBITDA. The Borrower
will not permit Consolidated EBITDA for any period of four consecutive fiscal
quarters ending on any date after the Restatement Effective Date to be less than
$140,000,000.

                  SECTION 6.16.     Minimum Cash and Cash Equivalents. Prior to
the Transition Date, the Borrower will not permit the Liquidity Amount for any
period of five consecutive Business Days ending on or after the date hereof
(calculated at the close of business on each Business Day), to be less than
$50,000,000.

                  SECTION 6.17.     OnMOS Joint Venture Interest. At all times
after consummation of its investment in the OnMOS Joint Venture the Borrower
shall own (directly or indirectly) at least 51% of the voting power represented
by the outstanding Equity Interests of the OnMOS Joint Venture.

                                   ARTICLE VII

                                Events of Default

                  SECTION 7.01.     Events of Default. If any of the following
events ("Events of Default") shall occur:

                  (a) the Borrower shall fail to pay any principal of any Loan
         or any reimbursement obligation in respect of any LC Disbursement when
         and as the same shall become due and payable, whether at the due date
         thereof or at a date fixed for prepayment thereof or otherwise;

                  (b) the Borrower shall fail to pay any interest on any Loan or
         any fee or any other amount (other than an amount referred to in clause
         (a) of this Article) payable under this Agreement or any other Loan
         Document, when and as the same shall become due and payable, and such
         failure shall continue unremedied for a period of five days;

<PAGE>

                                                                              77

                  (c) any representation or warranty made or deemed made by or
         on behalf of Holdings, the Borrower or any Subsidiary in or in
         connection with any Loan Document or any amendment or modification
         thereof or waiver thereunder, or in any certificate or other document
         furnished pursuant to or in connection with any Loan Document or any
         amendment or modification thereof or waiver thereunder, shall prove to
         have been incorrect in any material respect when made or deemed made;

                  (d) Holdings or the Borrower shall fail to observe or perform
         any covenant, condition or agreement contained in Section 5.02, 5.04
         (with respect to the existence of Holdings or the Borrower) or 5.11 or
         in Article VI;

                  (e) any Loan Party shall fail to observe or perform any
         covenant, condition or agreement contained in any Loan Document (other
         than those specified in clause (a), (b) or (d) of this Article), and
         such failure shall continue unremedied for a period of 30 days after
         notice thereof from the Administrative Agent to the Borrower (which
         notice will be given at the request of any Lender);

                  (f) Holdings, the Borrower or any Subsidiary shall fail to
         make any payment (whether of principal or interest and regardless of
         amount) in respect of any Material Indebtedness, when and as the same
         shall become due and payable after giving effect to any applicable
         grace period with respect thereto;

                  (g) any event or condition occurs that results in any Material
         Indebtedness becoming due prior to its scheduled maturity or that
         enables or permits the holder or holders of any Material Indebtedness
         or any trustee or agent on its or their behalf to cause any Material
         Indebtedness to become due, or to require the prepayment, repurchase,
         redemption or defeasance thereof, prior to its scheduled maturity,
         provided that this clause (g) shall not apply to secured Indebtedness
         that becomes due as a result of the voluntary sale or transfer of the
         property or assets securing such Indebtedness;

                  (h) an involuntary proceeding shall be commenced or an
         involuntary petition shall be filed seeking (i) liquidation,
         reorganization or other relief in respect of Holdings, the Borrower or,
         subject to Section 7.02, any Subsidiary or its debts, or of a
         substantial part of its assets, under any Federal, state or foreign
         bankruptcy, insolvency, receivership or similar law now or hereafter in
         effect or (ii) the appointment of a receiver, trustee, custodian,
         sequestrator, conservator or similar official for Holdings, the
         Borrower or, subject to Section 7.02, any Subsidiary or for a
         substantial part of its assets, and, in any such case, such proceeding
         or petition shall continue undismissed for 60 days or an order or
         decree approving or ordering any of the foregoing shall be entered;

                  (i) Holdings, the Borrower or, subject to Section 7.02, any
         Subsidiary shall (i) voluntarily commence any proceeding or file any
         petition seeking liquidation, reorganization or other relief under any
         Federal, state or foreign bankruptcy, insolvency, receivership or
         similar law now or hereafter in effect, (ii) consent to the institution
         of, or fail to contest in a timely and appropriate manner, any
         proceeding or petition described in clause (h) of this Article, (iii)
         apply for or consent to the appointment of a receiver, trustee,
         custodian, sequestrator, conservator or similar official for Holdings,
         the Borrower or, subject to Section 7.02, any Subsidiary or for a
         substantial part of its assets, (iv) file an answer admitting the
         material allegations of a petition filed against it in any such
         proceeding, (v) make a general assignment for the benefit of creditors
         or (vi) take any action for the purpose of effecting any of the
         foregoing;

<PAGE>

                                                                              78

                  (j) Holdings, the Borrower or, subject to Section 7.02, any
         Subsidiary shall become unable, admit in writing its inability or fail
         generally to pay its debts as they become due;

                  (k) one or more judgments for the payment of money in an
         aggregate amount in excess of $10,000,000 (net of amounts covered by
         insurance as to which the insurer has admitted liability in writing)
         shall be rendered against Holdings, the Borrower, any Subsidiary or any
         combination thereof and the same shall remain undischarged for a period
         of 30 consecutive days during which execution shall not be effectively
         stayed, or any action shall be legally taken by a judgment creditor to
         attach or levy upon any assets of Holdings, the Borrower or any
         Subsidiary to enforce any such judgment;

                  (l) an ERISA Event shall have occurred that, in the opinion of
         the Required Lenders, when taken together with all other ERISA Events
         that have occurred, could reasonably be expected to result in a
         Material Adverse Effect;

                  (m) any Lien purported to be created under any Security
         Document shall cease to be, or shall be asserted by any Loan Party not
         to be, a valid and perfected Lien on Collateral having, in the
         aggregate, a value in excess of $5,000,000, with the priority required
         by the applicable Security Document, except (i) as a result of the sale
         or other disposition of the applicable Collateral in a transaction
         permitted under the Loan Documents, (ii) any action taken by the
         Collateral Agent to release any such Lien in compliance with the
         provisions of this Agreement or any other Loan Document or (iii) as a
         result of the Collateral Agent's failure to maintain possession of any
         stock certificates, promissory notes or other instruments delivered to
         it under the Pledge Agreement;

                  (n) any default or other event shall have occurred under any
         document governing any Permitted Receivables Financing if the effect of
         such default or other event is to cause the termination of such
         Permitted Receivables Financing;

                  (o) a Change in Control shall occur; or

                  (p) the TPG Equity Purchase shall not have been consummated on
         or prior to September 7, 2001;

then, and in every such event (other than an event with respect to the Borrower
described in clause (h) or (i) of this Article), and at any time thereafter
during the continuance of such event, the Administrative Agent may, and at the
request of the Required Lenders shall, by notice to the Borrower, take either or
both of the following actions, at the same or different times: (i) terminate the
Commitments, and thereupon the Commitments shall terminate immediately, and (ii)
declare the Loans then outstanding to be due and payable in whole (or in part,
in which case any principal not so declared to be due and payable may thereafter
be declared to be due and payable), and thereupon the principal of the Loans so
declared to be due and payable, together with accrued interest thereon and all
fees and other obligations of the Borrower accrued hereunder, shall become due
and payable immediately, without presentment, demand, protest or other notice of
any kind, all of which are hereby waived by the Borrower; and in case of any
event with respect to the Borrower described in clause (h) or (i) of this
Article, the Commitments shall automatically terminate and the principal of the
Loans then outstanding, together with accrued interest thereon and all fees and
other obligations of the Borrower accrued hereunder, shall automatically become
due and payable, without presentment, demand, protest or other notice of any
kind, all of which are hereby waived by the Borrower.

<PAGE>

                                                                              79

                  SECTION 7.02.     Exclusion of Immaterial Subsidiaries. Solely
for the purposes of determining whether a Default has occurred under clause (h),
(i) or (j) of Section 7.01, any reference in any such clause to any "Subsidiary"
shall be deemed not to include any Subsidiary affected by any event or
circumstance referred to in any such clause that did not, as of the last day of
the fiscal quarter of the Borrower most recently ended, have assets with a value
in excess of 5.0% of the total consolidated assets of the Borrower and the
Subsidiaries as of such date, provided that if it is necessary to exclude more
than one Subsidiary from clause (h), (i) or (j) of Section 7.01 pursuant to this
Section in order to avoid a Default thereunder, all excluded Subsidiaries shall
be considered to be a single consolidated Subsidiary for purposes of determining
whether the condition specified above is satisfied.

                                  ARTICLE VIII

                            The Administrative Agent

                  Each of the Lenders and the Issuing Bank hereby irrevocably
appoints the Administrative Agent as its agent and authorizes the Administrative
Agent to take such actions on its behalf and to exercise such powers as are
delegated to the Administrative Agent by the terms of the Loan Documents,
together with such actions and powers as are reasonably incidental thereto.

                  The bank serving as the Administrative Agent hereunder shall
have the same rights and powers in its capacity as a Lender as any other Lender
and may exercise the same as though it were not the Administrative Agent, and
such bank and its Affiliates may accept deposits from, lend money to and
generally engage in any kind of business with Holdings, the Borrower or any
Subsidiary or other Affiliate thereof as if it were not the Administrative Agent
hereunder.

                  The Administrative Agent shall not have any duties or
obligations except those expressly set forth in the Loan Documents. Without
limiting the generality of the foregoing, (a) the Administrative Agent shall not
be subject to any fiduciary or other implied duties, regardless of whether a
Default has occurred and is continuing, (b) the Administrative Agent shall not
have any duty to take any discretionary action or exercise any discretionary
powers, except discretionary rights and powers expressly contemplated by the
Loan Documents that the Administrative Agent is required to exercise in writing
by the Required Lenders (or such other number or percentage of the Lenders as
shall be necessary under the circumstances as provided in Section 9.02), and (c)
except as expressly set forth in the Loan Documents, the Administrative Agent
shall not have any duty to disclose, and shall not be liable for the failure to
disclose, any information relating to Holdings, the Borrower or any of the
Subsidiaries that is communicated to or obtained by the bank serving as
Administrative Agent or any of its Affiliates in any capacity. The
Administrative Agent shall not be liable for any action taken or not taken by it
with the consent or at the request of the Required Lenders (or such other number
or percentage of the Lenders as shall be necessary under the circumstances as
provided in Section 9.02) or in the absence of its own gross negligence or
wilful misconduct. The Administrative Agent shall be deemed not to have
knowledge of any Default unless and until written notice thereof is given to the
Administrative Agent by Holdings, the Borrower or a Lender, and the
Administrative Agent shall not be responsible for or have any duty to ascertain
or inquire into (i) any statement, warranty or representation made in or in
connection with any Loan Document, (ii) the contents of any certificate, report
or other document delivered thereunder or in connection therewith, (iii) the
performance or observance of any of the covenants, agreements or other terms or

<PAGE>

                                                                              80

conditions set forth in any Loan Document, (iv) the validity, enforceability,
effectiveness or genuineness of any Loan Document or any other agreement,
instrument or document, or (v) the satisfaction of any condition set forth in
Article IV or elsewhere in any Loan Document, other than to confirm receipt of
items expressly required to be delivered to the Administrative Agent.

                  The Administrative Agent shall be entitled to rely upon, and
shall not incur any liability for relying upon, any notice, request,
certificate, consent, statement, instrument, document or other writing believed
by it to be genuine and to have been signed or sent by the proper Person. The
Administrative Agent also may rely upon any statement made to it orally or by
telephone and believed by it to be made by the proper Person, and shall not
incur any liability for relying thereon. The Administrative Agent may consult
with legal counsel (who may be counsel for the Borrower), independent
accountants and other experts selected by it, and shall not be liable for any
action taken or not taken by it in accordance with the advice of any such
counsel, accountants or experts.

                  The Administrative Agent may perform any of and all its duties
and exercise its rights and powers by or through any one or more sub-agents
appointed by the Administrative Agent. The Administrative Agent and any such
sub-agent may perform any and all its duties and exercise its rights and powers
through their respective Related Parties. The exculpatory provisions of the
preceding paragraphs shall apply to any such sub-agent and to the Related
Parties of each Administrative Agent and any such sub-agent, and shall apply to
their respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as Administrative Agent.

                  Subject to the appointment and acceptance of a successor
Administrative Agent as provided in this paragraph, the Administrative Agent may
resign at any time by notifying the Lenders, the Issuing Bank and the Borrower.
Upon any such resignation, the Required Lenders shall have the right, in
consultation with the Borrower, to appoint a successor. If no successor shall
have been so appointed by the Required Lenders and shall have accepted such
appointment within 30 days after the retiring Administrative Agent gives notice
of its resignation, then the retiring Administrative Agent may, on behalf of the
Lenders and the Issuing Bank, appoint a successor Administrative Agent that
shall be a bank with an office in New York, New York, or an Affiliate of any
such bank. Upon the acceptance of its appointment as Administrative Agent
hereunder by a successor, such successor shall succeed to and become vested with
all the rights, powers, privileges and duties of the retiring Administrative
Agent, and the retiring Administrative Agent shall be discharged from its duties
and obligations hereunder. The fees payable by the Borrower to a successor
Administrative Agent shall be the same as those payable to its predecessor
unless otherwise agreed between the Borrower and such successor. After the
Administrative Agent's resignation hereunder, the provisions of this Article and
Section 9.03 shall continue in effect for the benefit of such retiring
Administrative Agent, its sub-agents and their respective Related Parties in
respect of any actions taken or omitted to be taken by any of them while it was
acting as Administrative Agent.

                  Each Lender acknowledges that it has, independently and
without reliance upon the Administrative Agent or any other Lender and based on
such documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Agreement. Each Lender also
acknowledges that it will, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and
information as it shall from time to time deem appropriate, continue to make its
own decisions in taking or not taking action under or based upon this Agreement,
any other Loan Document or related agreement or any document furnished hereunder
or thereunder.

<PAGE>

                                                                              81

                                   ARTICLE IX

                                  Miscellaneous

                  SECTION 9.01.     Notices. Except in the case of notices and
other communications expressly permitted to be given by telephone, all notices
and other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:

                  (a) if to Holdings or the Borrower, to it at 5005 East
         McDowell Road, Phoenix, Arizona 85018, Attention of President (Telecopy
         No. 602-244-4830);

                  (b) if to the Administrative Agent, to JPMorgan Chase Bank,
         Loan and Agency Services Group, One Chase Manhattan Plaza, 8th Floor,
         New York, New York 10081, Attention of Gloria Javier (Telecopy No.
         (212) 552-5700), with a copy to JPMorgan Chase Bank, 270 Park Avenue,
         New York, New York 10017, Attention of Edmond DeForest (Telecopy No.
         (212) 270-4584);

                  (c) if to the Issuing Bank, to JPMorgan Chase Bank, in care of
         JPMorgan Treasury Services, 10420 Highland Manor Drive, 4th Floor,
         Tampa, Florida 33610, Attention of Standby LC Department (Telecopy No.
         (813) 432-5161);

                  (d) if to the Swingline Lender, to JPMorgan Chase Bank, Loan
         and Agency Services Group, One Chase Manhattan Plaza, 8th Floor, New
         York, New York 10081, Attention of Gloria Javier (Telecopy No. (212)
         552-5700); and

                  (e) if to any other Lender, to it at its address (or telecopy
         number) set forth in its Administrative Questionnaire.

Any party hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto. All notices and
other communications given to any party hereto in accordance with the provisions
of this Agreement shall be deemed to have been given on the date of receipt.

                  SECTION 9.02.     Waivers; Amendments. (a) No failure or delay
by the Administrative Agent, the Issuing Bank or any Lender in exercising any
right or power hereunder or under any other Loan Document 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 Administrative Agent, the
Issuing Bank and the Lenders hereunder and 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 provision of any Loan Document or consent to
any departure by any Loan Party therefrom shall in any event be effective unless
the same shall be permitted by paragraph (b) of this Section, and then such
waiver or consent shall be effective only in the specific instance and for the
purpose for which given. Without limiting the generality of the foregoing, the
making of a Loan or issuance of a Letter of Credit shall not be construed as a
waiver of any Default, regardless of whether the Administrative Agent, any
Lender or the Issuing Bank may have had notice or knowledge of such Default at
the time.

<PAGE>

                                                                              82

                  (b) Neither this Agreement nor any other Loan Document nor any
provision hereof or thereof may be waived, amended or modified except, in the
case of this Agreement, pursuant to an agreement or agreements in writing
entered into by Holdings, the Borrower and the Required Lenders or, in the case
of any other Loan Document, pursuant to an agreement or agreements in writing
entered into by the Administrative Agent and the Loan Party or Loan Parties that
are parties thereto, in each case with the consent of the Required Lenders,
provided that no such agreement shall (i) increase the Commitment of any Lender
without the written consent of such Lender, (ii) reduce the principal amount of
any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce
any fees payable hereunder, without the written consent of each Lender affected
thereby, (iii) postpone the maturity of any Loan, or the date of any scheduled
payment of the principal amount of any Term Loan under Section 2.10, or the
required date of reimbursement of any LC Disbursement, or any date for the
payment of any interest or fees payable hereunder, or reduce the amount of,
waive or excuse any such scheduled payment, or postpone the scheduled date of
expiration of any Commitment, without the written consent of each Lender
affected thereby, (iv) change Section 2.18(b) or (c) in a manner that would
alter the pro rata sharing of payments required thereby, without the written
consent of each Lender, (v) change any of the provisions of this Section or the
percentage set forth in the definition of the term "Required Lenders" or any
other provision of any Loan Document specifying the number or percentage of
Lenders (or Lenders of any Class) required to waive, amend or modify any rights
thereunder or make any determination or grant any consent thereunder, without
the written consent of each Lender (or each Lender of such Class, as the case
may be), (vi) release Holdings or any Subsidiary Loan Party from its Guarantee
under the Guarantee Agreement (except as expressly provided in the Guarantee
Agreement), or limit its liability in respect of such Guarantee, without the
written consent of each Lender, (vii) except in strict accordance with the
express provisions of the Security Documents, release all or any substantial
part of the Collateral from the Liens of the Security Documents, without the
written consent of each Lender, (viii) change any provisions of any Loan
Document in a manner that by its terms adversely affects the rights in respect
of payments due to Lenders holding Loans of any Class differently than those
holding Loans of any other Class, without the written consent of Lenders holding
a majority in interest of the outstanding Loans and unused Commitments of each
affected Class, (ix) change the definition of "Interest Period" to include
periods longer than six months or (x) change the rights of the Tranche B Lenders
or the Tranche C Lenders to decline mandatory prepayments as provided in Section
2.11, without the written consent of Tranche B Lenders or the Tranche C Lenders,
as applicable, holding a majority of the outstanding Tranche B Loans or Tranche
C Loans, as applicable, and provided further that (A) no such agreement shall
amend, modify or otherwise affect the rights or duties of the Administrative
Agent, the Issuing Bank or the Swingline Lender without the prior written
consent of the Administrative Agent, the Issuing Bank or the Swingline Lender,
as the case may be, and (B) any waiver, amendment or modification of this
Agreement that by its terms affects the rights or duties under this Agreement of
the Revolving Lenders (but not the Tranche A Lenders, Tranche B Lenders and
Tranche C Lenders), the Tranche A Lenders (but not the Revolving Lenders,
Tranche B Lenders and Tranche C Lenders), the Tranche B Lenders (but not the
Revolving Lenders, Tranche A Lenders and Tranche C Lenders) or the Tranche C
Lenders (but not the Revolving Lenders, the Tranche A Lenders and the Tranche B
Lenders) may be effected by an agreement or agreements in writing entered into
by Holdings, the Borrower and requisite percentage in interest of the affected
Class of Lenders that would be required to consent thereto under this Section if
such Class of Lenders were the only Class of Lenders hereunder at the time.
Notwithstanding the foregoing, any provision of this Agreement may be amended by
an agreement in writing entered into by Holdings, the Borrower, the Required
Lenders and the Administrative Agent (and, if their rights or obligations are
affected thereby, the Issuing Bank and the Swingline Lender) if (i) by the terms
of such agreement the Commitment of each Lender

<PAGE>

                                                                              83

not consenting to the amendment provided for therein shall terminate upon the
effectiveness of such amendment and (ii) at the time such amendment becomes
effective, each Lender not consenting thereto receives payment in full of the
principal of and interest accrued on each Loan made by it and all other amounts
owing to it or accrued for its account under this Agreement.

                  SECTION 9.03.     Expenses; Indemnity; Damage Waiver. (a) The
Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the
Administrative Agent and its Affiliates and the Documentation Agents and their
respective Affiliates, including the reasonable fees, charges and disbursements
of one counsel in each applicable jurisdiction for the Administrative Agent and
the Documentation Agents, in connection with the syndication of the credit
facilities provided for herein, the preparation and administration of the Loan
Documents or any amendments, modifications or waivers of the provisions thereof
(whether or not the transactions contemplated hereby or thereby shall be
consummated), (ii) all reasonable out-of-pocket expenses incurred by the
Issuing Bank in connection with the issuance, amendment, renewal or extension of
any Letter of Credit or any demand for payment thereunder and (iii) all
reasonable out-of-pocket expenses incurred by the Administrative Agent, either
Documentation Agent, the Issuing Bank or any Lender, including the reasonable
fees, charges and disbursements of any counsel for the Administrative Agent,
either Documentation Agent, the Issuing Bank or any Lender, in connection with
the enforcement or protection of its rights in connection with the Loan
Documents, including its rights under this Section, or in connection with the
Loans made or Letters of Credit issued hereunder, including all such
out-of-pocket expenses incurred during any workout, restructuring or
negotiations in respect of such Loans or Letters of Credit.

                  (b) The Borrower shall indemnify the Administrative Agent, the
Documentation Agents, the Issuing Bank and each Lender, and each Related Party
of any of the foregoing Persons (each such Person being called an "Indemnitee")
against, and hold each Indemnitee harmless from, any and all losses, claims,
damages, liabilities and related expenses, including the reasonable fees,
charges and disbursements of any counsel for any Indemnitee, incurred by or
asserted against any Indemnitee arising out of, in connection with, or as a
result of (i) the execution or delivery of any Loan Document or any other
agreement or instrument contemplated hereby, the performance by the parties to
the Loan Documents of their respective obligations thereunder or the
consummation of the Transactions or any other transactions contemplated hereby,
(ii) any Loan or Letter of Credit or the use of the proceeds therefrom
(including any refusal by the Issuing Bank to honor a demand for payment under a
Letter of Credit if the documents presented in connection with such demand do
not strictly comply with the terms of such Letter of Credit), (iii) any actual
or alleged presence, Release or threatened Release of Hazardous Materials on or
from any Mortgaged Property or Restatement Mortgaged Property or any other
property currently or formerly owned or operated by Holdings, the Borrower or
any of the Subsidiaries, or any Environmental Liability related in any way to
Holdings, the Borrower or any of the Subsidiaries, or (iv) any actual or
prospective claim, litigation, investigation or proceeding relating to any of
the foregoing, whether based on contract, tort or any other theory and
regardless of whether 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 resulted from the gross
negligence or wilful misconduct of such Indemnitee or any Related Person of such
Indemnitee. It is acknowledged and agreed by the parties hereto that, solely in
their capacities as Documentation Agents and not in their capacities as Lenders,
the Documentation Agents have no duties hereunder.

                  (c) To the extent that the Borrower fails to pay any amount
required to be paid by it to the Administrative Agent, either Documentation
Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of
this Section, each Lender severally agrees to pay to the

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                                                                              84

Administrative Agent, such Documentation Agent, the Issuing Bank or the
Swingline Lender, as the case may be, such Lender's pro rata share (determined
as of the time that the applicable unreimbursed expense or indemnity payment is
sought) of such unpaid amount, provided that the unreimbursed expense or
indemnified loss, claim, damage, liability or related expense, as the case may
be, was incurred by or asserted against the Administrative Agent, such
Documentation Agent, the Issuing Bank or the Swingline Lender in its capacity as
such. For purposes hereof, a Lender's "pro rata share" shall be determined based
upon its share of the sum of the total Revolving Exposures, outstanding Term
Loans and unused Commitments at the time.

                  (d) To the extent permitted by applicable law, neither
Holdings nor the Borrower shall assert, and each hereby waives, any claim
against any Indemnitee, on any theory of liability, for special, indirect,
consequential or punitive damages (as opposed to direct or actual damages)
arising out of, in connection with, or as a result of, this Agreement or any
agreement or instrument contemplated hereby, the Transactions, any Loan or
Letter of Credit or the use of the proceeds thereof.

                  (e) All amounts due under this Section shall be payable
promptly after written demand therefor.

                  (f) Neither Motorola nor any director, officer, employee,
stockholder or member, as such, of any Loan Party or Motorola shall have any
liability for the Obligations or for any claim based on, in respect of or by
reason of the Obligations or their creation; provided that the foregoing shall
not be construed to relieve any Loan Party of its Obligations under any Loan
Document.
                  SECTION 9.04.     Successors and Assigns. (a) The provisions
of this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns permitted hereby (including
any Affiliate of the Issuing Bank that issues any Letter of Credit), except that
the Borrower may not assign or otherwise transfer any of its rights or
obligations hereunder without the prior written consent of each Lender (and any
attempted assignment or transfer by the Borrower without such consent shall be
null and void). Nothing in this Agreement, expressed or implied, shall be
construed to confer upon any Person (other than the parties hereto, their
respective successors and assigns permitted hereby (including any Affiliate of
the Issuing Bank that issues any Letter of Credit) and, to the extent expressly
contemplated hereby, the Related Parties of each of the Administrative Agent,
the Issuing Bank and the Lenders) any legal or equitable right, remedy or claim
under or by reason of this Agreement.

                  (b) Any Lender may assign to one or more assignees all or a
portion of its rights and obligations under this Agreement (including all or a
portion of its Commitments and the Loans at the time owing to it), provided that
(i) except in the case of an assignment to a Lender or an Affiliate or Approved
Fund of a Lender, each of the Borrower and the Administrative Agent (and, in the
case of an assignment of all or a portion of a Revolving Commitment or any
Lender's obligations in respect of its LC Exposure or Swingline Exposure, the
Issuing Bank and the Swingline Lender) must give their prior written consent to
such assignment (which consent shall not be unreasonably withheld), (ii) except
in the case of an assignment to a Lender or an Affiliate or Approved Fund of a
Lender or an assignment of the entire remaining amount of the assigning Lender's
Commitments or Loans, the amount of the Commitments or Loans of the assigning
Lender subject to each such assignment (determined as of the date the Assignment
and Acceptance with respect to such assignment is delivered to the
Administrative Agent) shall not be less than $1,000,000 unless each of the
Borrower and the Administrative Agent otherwise

<PAGE>

                                                                              85

consent, (iii) each partial assignment shall be made as an assignment of a
proportionate part of all the assigning Lender's rights and obligations under
this Agreement, except that this clause (iii) shall not be construed to prohibit
the assignment of a proportionate part of all the assigning Lender's rights and
obligations in respect of one Class of Commitments or Loans, (iv) the parties to
each assignment shall execute and deliver to the Administrative Agent an
Assignment and Acceptance, together with a processing and recordation fee of
$3,500, and (v) the assignee, if it shall not be a Lender, shall deliver to the
Administrative Agent an Administrative Questionnaire, and provided further that
any consent of the Borrower otherwise required under this paragraph shall not be
required if an Event of Default under clause (a), (b), (g), (h), (i), (j), (n)
or (o) of Article VII has occurred and is continuing. Subject to acceptance and
recording thereof pursuant to paragraph (d) of this Section, from and after the
effective date specified in each Assignment and Acceptance the assignee
thereunder shall be a party hereto and, to the extent of the interest assigned
by such Assignment and Acceptance, have the rights and obligations of a Lender
under this Agreement (provided that any liability of the Borrower to such
assignee under Section 2.15, 2.16 or 2.17 shall be limited to the amount, if
any, that would have been payable thereunder by the Borrower in the absence of
such assignment), and the assigning Lender thereunder shall, to the extent of
the interest assigned by such Assignment and Acceptance, be released from its
obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all of the assigning Lender's rights and obligations under
this Agreement, such Lender shall cease to be a party hereto but shall continue
to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.03). Any
assignment or transfer by a Lender of rights or obligations under this Agreement
that does not comply with this paragraph shall be treated for purposes of this
Agreement as a sale by such Lender of a participation in such rights and
obligations in accordance with paragraph (e) of this Section.

                  (c) The Administrative Agent, acting for this purpose as an
agent of the Borrower, shall maintain at one of its offices in The City of New
York a copy of each Assignment and Acceptance delivered to it and a register for
the recordation of the names and addresses of the Lenders, and the Commitment
of, and principal amount of the Loans and LC Disbursements owing to, each Lender
pursuant to the terms hereof from time to time (the "Register"). The entries in
the Register shall be conclusive, and Holdings, the Borrower, the Administrative
Agent, the Issuing Bank and the Lenders may treat each Person whose name is
recorded in the Register pursuant to the terms hereof as a Lender hereunder for
all purposes of this Agreement, notwithstanding notice to the contrary. The
Register shall be available for inspection by the Borrower, the Issuing Bank and
any Lender, at any reasonable time and from time to time upon reasonable prior
notice.

                  (d) Upon its receipt of a duly completed Assignment and
Acceptance executed by an assigning Lender and an assignee, the assignee's
completed Administrative Questionnaire (unless the assignee shall already be a
Lender hereunder), the processing and recordation fee referred to in paragraph
(b) of this Section and any written consent to such assignment required by
paragraph (b) of this Section, the Administrative Agent shall accept such
Assignment and Acceptance and record the information contained therein in the
Register. No assignment shall be effective for purposes of this Agreement unless
it has been recorded in the Register as provided in this paragraph.

                  (e) Any Lender may, without the consent of the Borrower, the
Administrative Agent, the Issuing Bank or the Swingline Lender, sell
participations to one or more banks or other entities (a "Participant") in all
or a portion of such Lender's rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans owing to it),
provided that (i) such Lender's obligations under this Agreement shall remain
unchanged,

<PAGE>

                                                                              86

(ii) such Lender shall remain solely responsible to the other parties hereto for
the performance of such obligations and (iii) Holdings, the Borrower, the
Administrative Agent, the Issuing Bank and the other Lenders shall continue to
deal solely and directly with such Lender in connection with such Lender's
rights and obligations under this Agreement. Any agreement or instrument
pursuant to which a Lender sells such a participation shall provide that such
Lender shall retain the sole right to enforce the Loan Documents and to approve
any amendment, modification or waiver of any provision of the Loan Documents,
provided that such agreement or instrument may provide that such Lender will
not, without the consent of the Participant, agree to any amendment,
modification or waiver described in the first proviso to Section 9.02(b) that
affects such Participant. Subject to paragraph (f) of this Section, the Borrower
agrees that each Participant shall be entitled to the benefits of Sections 2.15,
2.16 and 2.17 to the same extent as if it were a Lender and had acquired its
interest by assignment pursuant to paragraph (b) of this Section. To the extent
permitted by law, each Participant also shall be entitled to the benefits of
Section 9.08 as though it were a Lender, provided such Participant agrees to be
subject to Section 2.18(c) as though it were a Lender.

                  (f) A Participant shall not be entitled to receive any greater
payment under Section 2.15 or 2.17 than the applicable Lender would have been
entitled to receive with respect to the participation sold to such Participant.
A Participant that would be a Foreign Lender if it were a Lender shall not be
entitled to the benefits of Section 2.17 unless the Borrower is notified of the
participation sold to such Participant and such Participant agrees, for the
benefit of the Borrower, to comply with Section 2.17(e) as though it were a
Lender.

                  (g) Any Lender may at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender, including any pledge or assignment to secure
obligations to a Federal Reserve Bank, and this Section shall not apply to any
such pledge or assignment of a security interest, provided that no such pledge
or assignment of a security interest shall release a Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such Lender
as a party hereto.

                  SECTION 9.05.     Survival. All covenants, agreements,
representations and warranties made by the Loan Parties in the Loan Documents
and in the certificates or other instruments delivered in connection with or
pursuant to this Agreement or any other Loan Document shall be considered to
have been relied upon by the other parties hereto and shall survive the
execution and delivery of the Loan Documents and the making of any Loans and
issuance of any Letters of Credit, regardless of any investigation made by any
such other party or on its behalf and notwithstanding that the Administrative
Agent, the Issuing Bank or any Lender may have had notice or knowledge of any
Default or incorrect representation or warranty at the time any credit is
extended hereunder, and shall continue in full force and effect as long as the
principal of or any accrued interest on any Loan or any fee or any other amount
payable under this Agreement is outstanding and unpaid or any Letter of Credit
is outstanding and so long as the Commitments have not expired or terminated.
The provisions of Sections 2.15, 2.16, 2.17 and 9.03 and Article VIII shall
survive and remain in full force and effect regardless of the consummation of
the transactions contemplated hereby, the repayment of the Loans, the expiration
or termination of the Letters of Credit and the Commitments or the termination
of this Agreement or any provision hereof.

                  SECTION 9.06.     Counterparts; Integration; Effectiveness.
This Agreement may be executed in counterparts (and by different parties hereto
on different counterparts), each of which shall constitute an original, but all
of which when taken together shall constitute a single contract. This Agreement,
the other Loan Documents and any separate letter agreements with

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                                                                              87

respect to fees payable to the Administrative Agent constitute the entire
contract among the parties relating to the subject matter hereof and supersede
any and all previous agreements and understandings, oral or written, relating to
the subject matter hereof. This Agreement shall become effective as provided in
the Amendment and Restatement Agreement.

                  SECTION 9.07.     Severability. Any provision of this
Agreement held to be invalid, illegal or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such invalidity,
illegality or unenforceability without affecting the validity, legality and
enforceability of the remaining provisions hereof; and the invalidity of a
particular provision in a particular jurisdiction shall not invalidate such
provision in any other jurisdiction.

                  SECTION 9.08.     Right of Setoff. If an Event of Default
shall have occurred and be continuing, each Lender and each of its Affiliates is
hereby authorized at any time and from time to time, to the fullest extent
permitted by law, to set off and apply any and all deposits (general or special,
time or demand, provisional or final) at any time held and other obligations at
any time owing by such Lender or Affiliate to or for the credit or the account
of the Borrower against any of and all the obligations of the Borrower then
existing under this Agreement held by such Lender, irrespective of whether or
not such Lender shall have made any demand under this Agreement. The rights of
each Lender under this Section are in addition to other rights and remedies
(including any other rights of setoff) that such Lender may have.

                  SECTION 9.09.     GOVERNING LAW; JURISDICTION; CONSENT TO
SERVICE OF PROCESS. (A) THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

                  (b) Each of Holdings and the Borrower hereby irrevocably and
unconditionally submits, for itself and its property, to the nonexclusive
jurisdiction of the Supreme Court of the State of New York sitting in New York
County and of the United States District Court of the Southern District of New
York, and any appellate court from any thereof, in any action or proceeding
arising out of or relating to any Loan Document, or for recognition or
enforcement of any judgment, and each of the parties hereto hereby irrevocably
and unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State court 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 or any other Loan
Document shall affect any right that the Administrative Agent, the Issuing Bank
or any Lender may otherwise have to bring any action or proceeding relating to
this Agreement or any other Loan Document against Holdings, the Borrower or its
properties in the courts of any jurisdiction.

                  (c) Each of Holdings and the Borrower 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
any other Loan Document in any court referred to in paragraph (b) of this
Section. 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.

                  (d) Each party to this Agreement irrevocably consents to
service of process in the manner provided for notices in Section 9.01. Nothing
in this Agreement or any other Loan

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                                                                              88

Document will affect the right of any party to this Agreement to serve process
in any other manner permitted by law.

                  SECTION 9.10.     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 ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY
ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY). 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 9.11.     Headings. Article and Section headings and
the Table of Contents used herein are for convenience of reference only, are not
part of this Agreement and shall not affect the construction of, or be taken
into consideration in interpreting, this Agreement.

                  SECTION 9.12.     Confidentiality. Each of the Administrative
Agent, the Issuing Bank and the Lenders agrees to maintain the confidentiality
of the Information (as defined below), except that Information may be disclosed
(a) to its and its Affiliates' directors, officers, employees and agents,
including accountants, legal counsel and other advisors (it being understood
that the Persons to whom such disclosure is made will be informed of the
confidential nature of such Information and instructed to keep such Information
confidential), (b) to the extent requested by any regulatory authority, (c) to
the extent required by applicable laws or regulations or by any subpoena or
similar legal process, (d) to any other party to this Agreement, (e) in
connection with the exercise of any remedies hereunder or any suit, action or
proceeding relating to this Agreement or any other Loan Document or the
enforcement of rights hereunder or thereunder, (f) subject to an agreement
containing provisions substantially the same as those of this Section, to any
assignee of or Participant in, or any prospective assignee of or Participant in,
any of its rights or obligations under this Agreement, or to any direct or
indirect contractual counterparties in swap agreements or such contractual
counterparties' professional advisors, (g) with the consent of the Borrower or
(h) to the extent such Information (i) becomes publicly available other than as
a result of a breach of this Section or (ii) becomes available to the
Administrative Agent, the Issuing Bank or any Lender on a nonconfidential basis
from a source other than Holdings or the Borrower. For the purposes of this
Section, the term "Information" means all information received from Holdings or
the Borrower relating to Holdings or the Borrower or its business, other than
any such information that is available to the Administrative Agent, the Issuing
Bank or any Lender on a nonconfidential basis prior to disclosure by Holdings or
the Borrower. Any Person required to maintain the confidentiality of Information
as provided in this Section shall be considered to have complied with its
obligation to do so if such Person has exercised the same degree of care to
maintain the confidentiality of such Information as such Person would accord to
its own confidential information.

                  SECTION 9.13.     Interest Rate Limitation. Notwithstanding
anything herein to the contrary, if at any time the interest rate applicable to
any Loan, together with all fees, charges and other amounts that are treated as
interest on such Loan under applicable law (collectively the "Charges"), shall
exceed the maximum lawful rate (the "Maximum Rate") that may be contracted

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                                                                              89

for, charged, taken, received or reserved by the Lender holding such Loan in
accordance with applicable law, the rate of interest payable in respect of such
Loan hereunder, together with all Charges payable in respect thereof, shall be
limited to the Maximum Rate and, to the extent lawful, the interest and Charges
that would have been payable in respect of such Loan but were not payable as a
result of the operation of this Section shall be cumulated and the interest and
Charges payable to such Lender in respect of other Loans or periods shall be
increased (but not above the Maximum Rate therefor) until such cumulated amount,
together with interest thereon at the Federal Funds Effective Rate to the date
of repayment, shall have been received by such Lender.

                  SECTION 9.14.     Existing Credit Agreement; Effectiveness of
Amendment and Restatement. Until this Agreement becomes effective in accordance
with the terms of the Amendment and Restatement Agreement, the Existing Credit
Agreement shall remain in full force and effect and shall not be affected
hereby. After the Restatement Effective Date, all obligations of the Borrower
under the Existing Credit Agreement shall become obligations of the Borrower
hereunder, secured by the Security Documents, and the provisions of the Existing
Credit Agreement shall be superseded by the provisions hereof.

                  SECTION 9.15.     Additional Provisions for Tranche D Lenders.
No agreement effecting an amendment or modification of this Agreement or of any
other Loan Document or of any provision hereof or thereof may (i) change the
rights of the Tranche D Lenders to decline mandatory prepayments as provided in
Section 2.11, without the written consent of Tranche D Lenders holding a
majority of the outstanding Tranche D Loans or (ii) by its terms affect the
rights or duties under this Agreement of the Tranche D Lenders (but not the
Revolving Lenders, the Tranche A Lenders, the Tranche B Lenders and the Tranche
C Lenders), without an agreement or agreements in writing entered into by
Holdings, the Borrower and the requisite percentage in interest of the Tranche D
Lenders that would be required to consent thereto under Section 9.02 if the
Tranche D Lenders were the only Class of Lenders hereunder at the time;
provided, however, that any provision of this Agreement may be amended by an
agreement in writing entered into by Holdings, the Borrower, the Required
Lenders and the Administrative Agent (and, if their rights or obligations are
affected thereby, the Issuing Bank and the Swingline Lender) if (i) such
amendment is permitted under Section 9.02, (ii) by the terms of such agreement,
the Commitment of each Tranche D Lender not consenting to the amendment provided
for therein shall terminate upon the effectiveness of such amendment and (iii)
at the time such amendment becomes effective, each Tranche D Lender not
consenting thereto receives payment in full of the principal of and interest
accrued on each Tranche D Term Loan made by it and all other amounts owing to it
or accrued for its account under this Agreement.

                  SECTION 9.16.     Additional Provisions for Tranche R Lenders.
No agreement effecting an amendment or modification of this Agreement or of any
other Loan Document or of any provision hereof or thereof may by its terms
affect the rights or duties under this Agreement of the Tranche R Lenders (but
not the Revolving Lenders, the Tranche A Lenders, the Tranche B Lenders, the
Tranche C Lenders and the Tranche D Lenders), without an agreement or agreements
in writing entered into by Holdings, the Borrower and the requisite percentage
in interest of the Tranche R Lenders that would be required to consent thereto
under Section 9.02 if the Tranche R Lenders were the only Class of Lenders
hereunder at the time; provided, however, that any provision of this Agreement
may be amended by an agreement in writing entered into by Holdings, the
Borrower, the Required Lenders and the Administrative Agent (and, if their
rights or obligations are affected thereby, the Issuing Bank and the Swingline
Lender) if (i) such amendment is permitted under Section 9.02, (ii) by the terms
of such agreement, the Commitment of each Tranche R Lender not consenting to the
amendment provided for therein

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                                                                              90

shall terminate upon the effectiveness of such amendment and (iii) at the time
such amendment becomes effective, each Tranche R Lender not consenting thereto
receives payment in full of the principal of and interest accrued on each
Tranche R Term Loan made by it and all other amounts owing to it or accrued for
its account under this Agreement.

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                                                                              91

                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their respective authorized officers as of the
day and year first above written.

                                    ON SEMICONDUCTOR CORPORATION,

                                         by /s/ John T. Kurtzweil
                                            ---------------------
                                            Name:  John T. Kurtzweil
                                            Title: Senior Vice President, Chief
                                                   Financial Officer & Treasurer

                                    SEMICONDUCTOR COMPONENTS
                                    INDUSTRIES, LLC,

                                         by /s/ John T. Kurtzweil
                                            ---------------------
                                            Name:  John T. Kurtzweil
                                            Title: Senior Vice President, Chief
                                                   Financial Officer & Treasurer

                                    JPMORGAN CHASE BANK, individually
                                    and as Administrative Agent,

                                         by /s/ Edmond DeForest
                                            ----------------------
                                            Name:  Edmond DeForest
                                            Title: Vice President