[Remainder ofThis Page Intentionally Left Blank.] IN WITNESS WHEREOF, each Grantor has caused this Pledge Supplement to be duly executed and delivered by its duly authorized officer as of the date first written above.

EX-10.4 5 d265766dex104.htm EX-10.4 EX-10.4

Exhibit 10.4

This PLEDGE SUPPLEMENT, dated as of September 19, 2016 (the “Pledge Supplement”), is delivered by FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC., a Delaware corporation, FAIRCHILD SEMICONDUCTOR CORPORATION, a Delaware corporation, FAIRCHILD SEMICONDUCTOR CORPORATION OF CALIFORNIA, a Delaware corporation, GIANT HOLDINGS, INC., a Delaware corporation, FAIRCHILD SEMICONDUCTOR WEST CORPORATION, a Delaware corporation, KOTA MICROCIRCUITS, INC., a Colorado corporation, SILICON PATENT HOLDINGS, a California corporation, GIANT SEMICONDUCTOR CORPORATION, a North Carolina corporation, MICRO-OHM CORPORATION, a North Carolina corporation and FAIRCHILD ENERGY, LLC, a Maine limited liability company (collectively, the “Grantors” and each individually, a “Grantor”) pursuant to the Guarantee and Collateral Agreement, dated as of April 15, 2016 (as it may be from time to time amended, amended and restated, restated, supplemented, or otherwise modified from time to time, the “Guarantee and Collateral Agreement”), among ON SEMICONDUCTOR CORPORATION, a Delaware corporation, the other Grantors named therein and DEUTSCHE BANK AG NEW YORK BRANCH, as the Collateral Agent. Capitalized terms used herein not otherwise defined herein shall have the meanings ascribed thereto in the Guarantee and Collateral Agreement.

Each Grantor hereby confirms the grant to the Collateral Agent set forth in the Guarantee and Collateral Agreement of, and does hereby grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest in all such Grantor’s right, title and interest in and to all Collateral to secure the Secured Obligations, in each case whether now or hereafter existing or in which such Grantor now has or hereafter acquires an interest and wherever the same may be located. Each Grantor represents and warrants that the attached Supplements to the GCA Disclosure Letter accurately and completely set forth all additional information required pursuant to the Guarantee and Collateral Agreement and hereby agrees that such Supplements to the GCA Disclosure letter shall constitute part of the Schedules to the GCA Disclosure Letter.

Each Grantor hereby authorizes the filing of any financing statements or continuation statements, and amendments to financing statements, or any similar document in any jurisdiction in the United States and with any filing offices in such jurisdiction as the Collateral Agent may determine, in its reasonable judgment, are necessary or advisable to perfect or otherwise protect the security interest granted to the Collateral Agent herein. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as the Collateral Agent may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the Collateral granted to the Collateral Agent, for the benefit of the Secured Parties, herein, including describing such property as “all assets” or “all personal property” and may add thereto “whether now owned or hereafter acquired.” Each Grantor hereby ratifies and authorizes the filing by the Collateral Agent of any financing statement with respect to the Collateral made prior to the date hereof.

[Remainder of This Page Intentionally Left Blank.]


IN WITNESS WHEREOF, each Grantor has caused this Pledge Supplement to be duly executed

and delivered by its duly authorized officer as of the date first written above.

 

FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.,
a Delaware corporation
By:  

/s/ Bernard Gutmann

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

/s/ Bernard Gutmann

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

FAIRCHILD SEMICONDUCTOR CORPORATION OF CALIFORNIA,

a Delaware corporation

By:  

/s/ Bernard Gutmann

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

KOTA MICROCIRCUITS, INC.,

a Colorado corporation

By:  

/s/ Bernard Gutmann

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

 

[Signature Page to Pledge Supplement]


FAIRCHILD SEMICONDUCTOR WEST CORPORATION,
a Delaware corporation
By:  

/s/ Bernard Gutmann

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

GIANT HOLDINGS, INC.,

a Delaware corporation

By:  

/s/ Bernard Gutmann

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

SILICON PATENT HOLDINGS,

a California corporation

By:  

/s/ Bernard Gutmann

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

GIANT SEMICONDUCTOR CORPORATION,

a North Carolina corporation

By:  

/s/ Bernard Gutmann

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

MICRO-OHM CORPORATION,

a North Carolina corporation

By:  

/s/ Bernard Gutmann

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

 

[Signature Page to Pledge Supplement]


FAIRCHILD ENERGY, LLC,
a Maine corporation
By:  

/s/ Bernard Gutmann

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

 

[Signature Page to Pledge Supplement]