ON SEMICONDUCTOR CORP
EX-10.55
<DOCUMENT>
<TYPE>EX-10.55
<SEQUENCE>12
<FILENAME>p67558exv10w55.txt
<DESCRIPTION>EX-10.55
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.55
                                                                  EXECUTION COPY

                  PLEDGE AGREEMENT dated as of August 4, 1999, as amended and
                  restated as of March 3, 2003, among SEMICONDUCTOR COMPONENTS
                  INDUSTRIES, LLC, a Delaware limited liability company (the
                  "Borrower"), ON SEMICONDUCTOR CORPORATION, a Delaware
                  corporation ("Holdings" and together with the Borrower, the
                  "Companies"), each subsidiary of Holdings listed on Schedule I
                  hereto (each such subsidiary individually a "Subsidiary
                  Pledgor" and collectively, the "Subsidiary Pledgors"; the
                  Borrower, Holdings and the Subsidiary Pledgors are referred to
                  herein individually as a "Pledgor" and collectively as the
                  "Pledgors") and JPMORGAN CHASE BANK, a New York banking
                  corporation ("JPMCB"), as collateral agent (in such capacity,
                  the "Collateral Agent") for the Secured Parties. Capitalized
                  terms used but not defined herein, unless otherwise specified,
                  shall have the meanings assigned to such terms in the Security
                  Agreement (as defined herein).

                              W I T N E S S E T H:

                  WHEREAS, (a) the Companies, certain lenders from time to time
party thereto (the "Lenders"), and JPMCB, as administrative agent for the
Lenders (in such capacity, the "Administrative Agent"), are parties to the
Credit Agreement dated as of August 4, 1999, as amended and restated as of April
3, 2000, and (b) Holdings, the Subsidiary Pledgors and the Administrative Agent
are parties to a Guarantee Agreement dated as of August 4, 1999 (as amended,
supplemented or modified from time to time, the "Guarantee Agreement");

                  WHEREAS, pursuant to the terms, conditions and provisions of
(a) the Indenture dated as of the date hereof (as amended, supplemented or
otherwise modified from time to time, the "Indenture"), among the Companies, the
Subsidiary Pledgors and Wells Fargo Bank Minnesota, National Association, as
trustee (the "Trustee"), and (b) the Purchase Agreement dated as of February 26,
2003, among the Companies, the Subsidiary Pledgors and Salomon Smith Barney
Inc., Credit Suisse First Boston LLC, J.P. Morgan Securities Inc. and Morgan
Stanley & Co. Incorporated (the "Initial Purchasers"), the Companies are issuing
$200,000,000 aggregate principal amount of 12% Senior Secured Notes due 2010 and
may issue, from time to time, additional notes in accordance with the provisions
of the Indenture (collectively, the "Notes") which will be guaranteed on a
senior secured basis by each of the Subsidiary Pledgors;

                  WHEREAS, the Companies and certain Lenders under the Credit
Agreement referred to above have entered into an Amendment and Restatement
Agreement dated as of February 14, 2003 (the "Amendment and Restatement
Agreement"), to amend and restate the Credit Agreement referred to above as of
February 14, 2003 (such Credit Agreement, as further amended, supplemented or
otherwise modified from time to time, the "Credit Agreement") in order to, among
other things, permit, subject to certain terms and conditions, (a) the issuance
of the Notes by the Companies and (b) the amendment of the Security Documents to
provide for securing the Note Obligations thereunder;

                  WHEREAS, (a) the parties hereto are parties to the Pledge
Agreement dated as of August 4, 1999, as amended, supplemented and modified from
time to time prior to the date hereof, and are entering into this Agreement to
effect the securing of the Note Obligations hereunder and other related
amendments contemplated by the Amendment and Restatement Agreement and the
Indenture and (b) the Pledgors and the Collateral Agent have entered into a

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Security Agreement, amended and restated as of the date hereof (as amended,
supplemented or otherwise modified from time to time, the "Security Agreement");

                  WHEREAS, the Companies, the Collateral Agent and the Trustee
have entered into a Collateral Sharing Agreement dated as of the date hereof
(the "Collateral Sharing Agreement"); and

                  WHEREAS, each Pledgor has duly authorized the execution,
delivery and performance of this Agreement;

                  NOW, THEREFORE, in consideration of the foregoing, the mutual
covenants and obligations herein set forth and for other good and valuable
consideration, the sufficiency and receipt of which are hereby acknowledged,
each Pledgor and the Collateral Agent, on behalf of itself and each Secured
Party (and each of their respective successors or assigns), hereby agree as
follows:

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

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describing the securities theretofore and then being pledged hereunder, which
schedule shall be attached hereto as Schedule II and made a part hereof. Each
schedule so delivered shall supersede any prior schedules so delivered.

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

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

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

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

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

                  (b) except for the security interest granted hereunder, such
         Pledgor (i) is and will at all times continue to be the direct owner,
         beneficially and of record, of the Pledged Securities indicated on
         Schedule II, (ii) holds the same free and clear of all Liens other than
         Liens expressly permitted pursuant to Section 6.02 of the Credit
         Agreement and Section 4.14 of the Indenture, (iii) will make no
         assignment, pledge, hypothecation or transfer of, or create or permit
         to exist any security interest in or other Lien on, the Collateral,
         other than pursuant hereto and in accordance with the Collateral
         Sharing Agreement, and (iv) subject to the Collateral Sharing
         Agreement, will cause any and all Collateral, whether for value paid by
         such Pledgor or otherwise, to be forthwith deposited (unless such
         Collateral was previously deposited with the Collateral Agent) with the
         Collateral Agent and pledged or assigned hereunder;

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

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

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                  (e) by virtue of the execution and delivery by the Pledgors of
         this Agreement, upon delivery to the Collateral Agent of the Pledged
         Securities, certificates or other documents representing or evidencing
         the Collateral in accordance with this Agreement, and, in the case of
         the Pledged Securities not constituting certificated securities or
         instruments, the filing of UCC financing statements in the appropriate
         filing office, the Collateral Agent will have a valid and perfected
         first lien upon and security interest in such Pledged Securities as
         security for the payment and performance of the Secured Obligations;

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

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

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

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

                  (j) all Collateral consisting of Pledged Securities,
         certificates or other instruments or documents representing or
         evidencing the Collateral has been delivered to the Collateral Agent in
         accordance with Section 2.

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

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

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

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         Sharing Agreement, any Senior Loan Document or any Indenture Document
         or the ability of the Secured Parties to exercise the same.

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

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

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

                  (c) Upon the occurrence and during the continuance of an Event
of Default, all rights of any Pledgor to exercise the voting and consensual
rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of
this Section 5, and the obligations of the Collateral Agent

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under paragraph (a)(ii) of this Section 5, shall cease, and all such rights
shall thereupon become vested in the Collateral Agent, which shall have the sole
and exclusive right and authority to exercise such voting and consensual rights
and powers, provided that, unless otherwise directed by the Required Lenders (as
defined in the Credit Agreement), or after the Obligations have been paid in
full pursuant to Section 14, by holders of at least 25% in aggregate principal
amount of the Notes, the Collateral Agent shall have the right from time to time
following and during the continuance of an Event of Default to permit the
Pledgors to exercise such rights. After all Events of Default have been cured or
waived, each Pledgor will have the right to exercise the voting and consensual
rights and powers that it would otherwise be entitled to exercise pursuant to
the terms of paragraph (a)(i) above.

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

                  The Collateral Agent shall give a Pledgor 10 days' prior
written notice (which each Pledgor agrees is reasonable notice within the
meaning of Section 9-611 of the UCC or its equivalent in other jurisdictions) of
the Collateral Agent's intention to make any sale of such Pledgor's Collateral.
Such notice, in the case of a public sale, shall state the time and place for
such sale and, in the case of a sale at a broker's board or on a securities
exchange, shall state the board or exchange at which such sale is to be made and
the day on which the Collateral, or portion thereof, will first be offered for
sale at such board or exchange. Any such public sale shall be held at such time
or times within ordinary business hours and at such place or places as the
Collateral Agent may fix and state in the notice of such sale. At any such sale,
the Collateral, or portion thereof, to be sold may be sold in one lot as an
entirety or in separate parcels, as the Collateral Agent may (in its sole and
absolute discretion) determine. The Collateral Agent shall not be obligated to
make any sale of any Collateral if it shall determine not to do so, regardless
of the fact that notice of sale of such Collateral shall have been given. The
Collateral Agent may, without notice or publication, adjourn any public or
private sale or cause the same to be adjourned from time to time by announcement
at the time and place fixed for sale, and such sale may, without further notice,
be made at the time and place to which the same was so adjourned. In case any
sale of all or any part of the Collateral is made on credit or for future
delivery, the Collateral so sold may be retained by the Collateral Agent until
the sale price is paid in full by the purchaser or purchasers thereof, but the
Collateral Agent shall not incur any liability in case any such purchaser or
purchasers shall fail to take up and pay for the Collateral so sold and, in case
of any such failure, such Collateral may be sold again upon like notice. At any
public (or, to the extent permitted by applicable law, private) sale made
pursuant to this Section 6, any Secured Party may bid for or purchase, free from
any right of redemption, stay or appraisal on the part of

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any Pledgor (all said rights being also hereby waived and released), the
Collateral or any part thereof offered for sale and may make payment on account
thereof by using any Secured Obligation then due and payable to it from such
Pledgor as a credit against the purchase price, and it may, upon compliance with
the terms of sale, hold, retain and dispose of such property without further
accountability to such Pledgor therefor. For purposes hereof, (a) a written
agreement to purchase the Collateral or any portion thereof shall be treated as
a sale thereof, (b) the Collateral Agent shall be free to carry out such sale
pursuant to such agreement and (c) such Pledgor shall not be entitled to the
return of the Collateral or any portion thereof subject thereto, notwithstanding
the fact that after the Collateral Agent shall have entered into such an
agreement all Events of Default shall have been remedied and the Secured
Obligations paid in full. As an alternative to exercising the power of sale
herein conferred upon it, the Collateral Agent may proceed by a suit or suits at
law or in equity to foreclose upon the Collateral and to sell the Collateral or
any portion thereof pursuant to a judgment or decree of a court or courts having
competent jurisdiction or pursuant to a proceeding by a court-appointed
receiver.

                  SECTION 7.        Application of Proceeds of Sale. The
Collateral Agent shall apply the proceeds of any collection or sale of the
Collateral, as well as any Collateral consisting of cash in accordance with the
terms of the Collateral Sharing Agreement.

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

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

                  (b) Without limitation of its indemnification obligations
under the other Security Documents, the Collateral Sharing Agreement, the Senior
Loan Documents or the Indenture Documents, each Pledgor agrees to indemnify the
Collateral Agent and the Indemnitees against, and hold each Indemnitee harmless
from, any and all losses, claims, damages, liabilities and related expenses,
including reasonable counsel fees, other charges and disbursements, incurred by
or asserted against any Indemnitee arising out of, in any way connected with, or
as a result of the execution, delivery or performance of this Agreement or any
claim, litigation, investigation or proceeding relating hereto or to any of the
Collateral, whether or not any Indemnitee is a party hereto, provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses are determined by a
court of competent jurisdiction by final and nonappealable judgment to have
resulted from the gross negligence or wilful misconduct of such Indemnitee.

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

                  SECTION 9.        Collateral Agent Appointed Attorney-in-Fact.
Each Pledgor hereby appoints the Collateral Agent the attorney-in-fact of such
Pledgor for the purpose of carrying out the provisions of this Agreement and
taking any action and executing any instrument that the Collateral Agent may
deem necessary or advisable to accomplish the purposes hereof, which appointment
is irrevocable and coupled with an interest. Without limiting the generality of
the foregoing, the Collateral Agent shall have the right, upon the occurrence
and during the continuance of an Event of Default, with full power of
substitution either in the Collateral Agent's name or in the name of such
Pledgor, to ask for, demand, sue for, collect, receive and give acquittance for
any and all moneys due or to become due under and by virtue of any Collateral,
to endorse checks, drafts, orders and other instruments for the payment of money
payable to the Pledgor representing any interest or dividend or other
distribution payable in respect of the Collateral or any part thereof or on
account thereof and to give full discharge for the same, to settle, compromise,
prosecute or defend any action, claim or proceeding with respect thereto, and to
sell, assign, endorse, pledge, transfer and to make any agreement respecting, or
otherwise deal with, the same; provided that nothing herein contained shall be
construed as requiring or obligating the Collateral Agent to make any commitment
or to make any inquiry as to the nature or sufficiency of any payment received
by the Collateral Agent, or to present or file any claim or notice, or to take
any action with respect to the Collateral or any part thereof or the moneys due
or to become due in respect thereof or any property covered thereby. The
Collateral Agent and the other Secured Parties shall be accountable only for
amounts actually received as a result of the exercise of the powers granted to
them herein, and neither they nor their officers, directors, employees or agents
shall be responsible to any Pledgor for any act or failure to act hereunder,
except for their own gross negligence or wilful misconduct.

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

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

                  SECTION 11.       Securities Act, etc. In view of the position
of the Pledgors in relation to the Pledged Securities, or because of other
current or future circumstances, a question may arise under the Securities Act
of 1933, as now or hereafter in effect, or any similar statute hereafter enacted
analogous in purpose or effect (such Act and any such similar statute as from
time to time in effect being called the "Federal Securities Laws") with respect
to any disposition of the Pledged Securities permitted hereunder. Each Pledgor
understands that compliance with the Federal Securities Laws might very strictly
limit the course of conduct of the Collateral Agent if the Collateral Agent were
to attempt to dispose of all or any part of the Pledged Securities, and might
also limit the extent to which or the manner in which any subsequent transferee
of any Pledged Securities could dispose of the same. Similarly, there may be
other legal restrictions or limitations affecting the Collateral Agent in any
attempt to dispose of all or part of the Pledged Securities under applicable
Blue Sky or other state securities laws or similar laws analogous in purpose or
effect. Each Pledgor recognizes that in light of such restrictions and
limitations the Collateral Agent may, with respect to any sale of the Pledged
Securities, limit the purchasers to those who will agree, among other things, to
acquire such Pledged Securities for their own account, for investment, and not
with a view to the distribution or resale thereof. Each Pledgor acknowledges and
agrees that in light of such restrictions and limitations, the Collateral Agent,
in its sole and absolute discretion, (a) may proceed to make such a sale whether
or not a registration statement for the purpose of registering such Pledged
Securities or part thereof shall have been filed under the Federal Securities
Laws and (b) may approach and negotiate with a single potential purchaser to
effect such sale, in either case in accordance with a valid exemption from
registration under the Federal Securities Laws. Each Pledgor acknowledges and
agrees that any such sale might result in prices and other terms less favorable
to the seller than if such sale were a public sale without such restrictions. In
the event of any such sale, the Collateral Agent shall incur no responsibility
or liability for selling all or any part of the Pledged Securities at a price
that the Collateral Agent, in its sole and absolute discretion, may in good
faith deem reasonable under the circumstances, notwithstanding the possibility
that a substantially higher price might have been realized if the sale were
deferred until after registration as aforesaid or if more than a single
purchaser were approached. The provisions of this Section 11 will apply
notwithstanding the existence of a public or private market upon which the
quotations or sales prices may exceed substantially the price at which the
Collateral Agent sells.

                  SECTION 12.       Registration, etc. Each Pledgor agrees that,
upon the occurrence and during the continuance of an Event of Default, if for
any reason the Collateral Agent desires to sell any of the Pledged Securities at
a public sale, it will, at any time and from time to time, upon the written
request of the Collateral Agent, use its reasonable best efforts to take or to
cause the issuer of such Pledged Securities to take such action and prepare,
distribute and/or file such documents, as are required or advisable in the
reasonable opinion of counsel for the Collateral Agent to permit the public sale
of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and
hold harmless the Collateral Agent, each other Secured Party, any underwriter
and their respective officers, directors, affiliates and controlling Persons
from and against all loss, liability, expenses, costs of counsel (including,
without limitation, reasonable fees and expenses to the Collateral Agent of
legal counsel), and claims (including the costs of investigation) that they may
incur insofar as such loss, liability, expense or claim arises out of or

                                       9

<PAGE>

is based upon any alleged untrue statement of a material fact contained in any
prospectus (or any amendment or supplement thereto) or in any notification or
offering circular, or arises out of or is based upon any alleged omission to
state a material fact required to be stated therein or necessary to make the
statements in any thereof not misleading, except insofar as the same may have
been caused by any untrue statement or omission based upon information furnished
in writing to such Pledgor or the issuer of such Pledged Securities by the
Collateral Agent or any other Secured Party expressly for use therein. Each
Pledgor further agrees, upon such written request referred to above, to use its
reasonable best efforts to qualify, file or register, or cause the issuer of
such Pledged Securities to qualify, file or register, any of the Pledged
Securities under the Blue Sky or other securities laws of such states as may be
requested by the Collateral Agent and keep effective, or cause to be kept
effective, all such qualifications, filings or registrations. Each Pledgor will
bear all costs and expenses of carrying out its obligations under this Section
12. Each Pledgor acknowledges that there is no adequate remedy at law for
failure by it to comply with the provisions of this Section 12 and that such
failure would not be adequately compensable in damages, and therefore agrees
that its agreements contained in this Section 12 may be specifically enforced.

                  SECTION 13.       Security Interest Absolute. All rights of
the Collateral Agent hereunder, the grant of a security interest in the
Collateral and all obligations of each Pledgor hereunder, shall be absolute and
unconditional irrespective of (a) any lack of validity or enforceability of any
other Security Document, the Collateral Sharing Agreement, any Senior Loan
Document or any Indenture Document, any agreement with respect to any of the
Secured Obligations or any other agreement or instrument relating to any of the
foregoing, (b) any change in the time, manner or place of payment of, or in any
other term of, all or any of the Secured Obligations, or any other amendment or
waiver of or any consent to any departure from any other Security Document, the
Collateral Sharing Agreement, any Senior Loan Document or any Indenture Document
or any other agreement or instrument relating to any of the foregoing, (c) any
exchange, release or nonperfection of any Lien on other collateral, or any
release or amendment or waiver of or consent under or departure from any
guarantee, securing or guaranteeing all or any of the Secured Obligations or (d)
any other circumstance that might otherwise constitute a defense available to,
or a discharge of, any Pledgor in respect of the Secured Obligations or in
respect of this Agreement.

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

                  (b) A Pledgor shall automatically be released from its
obligations hereunder and the security interests in the Collateral of such
Pledgor shall be automatically released in the event that such Pledgor ceases to
be a Subsidiary pursuant to a transaction permitted under the Senior Loan
Documents and the Indenture Documents.

                  (c) Subject to the Collateral Sharing Agreement, upon any sale
or other transfer by any Pledgor of any Collateral that is permitted or not
prohibited under the Senior Loan Documents and the Indenture Documents to any
Person that is not a Pledgor, or upon the effectiveness of any written consent
to the release of the security interest granted hereby in any

                                       10

<PAGE>

Collateral pursuant to the Senior Loan Documents and the Indenture Documents,
the security interest in such Collateral shall be automatically released.

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

                  SECTION 15.       Notices. All communications and notices
hereunder shall be in writing and given as provided in Section 7.01 of the
Security Agreement. All communications and notices hereunder to any Subsidiary
Pledgor shall be given to it at the address or telecopy number set forth on
Schedule I, with a copy to the Companies.

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

                  SECTION 17.       Binding Effect; Several Agreement;
Assignments. Whenever in this Agreement any of the parties hereto is referred
to, such reference shall be deemed to include the successors and assigns of such
party; and all covenants, promises and agreements by or on behalf of any Pledgor
that are contained in this Agreement shall bind and inure to the benefit of its
successors and assigns. This Agreement shall become effective as to any Pledgor
when a counterpart hereof executed on behalf of such Pledgor shall have been
delivered to the Collateral Agent and a counterpart hereof shall have been
executed on behalf of the Collateral Agent, and thereafter shall be binding upon
such Pledgor and the Collateral Agent and their respective successors and
assigns, and shall inure to the benefit of such Pledgor, the Collateral Agent
and the other Secured Parties, and their respective successors and assigns,
except that no Pledgor shall have the right to assign its rights hereunder or
any interest herein or in the Collateral (and any such attempted assignment
shall be void), except as expressly contemplated by this Agreement, the other
Security Documents, the Collateral Sharing Agreement, the Senior Loan Documents
or the Indenture Documents. This Agreement shall be construed as a separate
agreement with respect to each Pledgor and may be amended, modified,
supplemented, waived or released with respect to any Pledgor without the
approval of any other Pledgor and without affecting the obligations of any other
Pledgor hereunder.

                  SECTION 18.       Survival of Agreement; Severability. (a) All
covenants, agreements, representations and warranties made by each Pledgor
herein and in the certificates or other instruments prepared or delivered in
connection with or pursuant to this Agreement shall be considered to have been
relied upon by the Collateral Agent and the other Secured Parties and shall
survive the making by the Lenders of the Loans, the issuance of Letters of
Credit by the Issuing Bank, the execution and delivery to the Lenders of any
notes evidencing such Loans and the purchase and resale of the Notes by the
Initial Purchasers regardless of any investigation made by the Secured Parties
or on their behalf, and shall continue in full force and effect until this
Agreement shall terminate.

                                       11

<PAGE>

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

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

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

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

                  SECTION 22.       Jurisdiction; Consent to Service of Process.
(a) Each Pledgor hereby irrevocably and unconditionally submits, for itself and
its property, to the nonexclusive jurisdiction of any New York State court or
Federal court of the United States of America sitting in New York City, and any
appellate court from any thereof, in any action or proceeding arising out of or
relating to this Agreement, any other Security Document, the Collateral Sharing
Agreement, any Senior Loan Document or any Indenture Document, or for
recognition or enforcement of any judgment, and each of the parties hereto
hereby irrevocably and unconditionally agrees that, to the extent permitted by
applicable law, all claims in respect of any such action or proceeding may be
heard and determined in such New York State or, to the extent permitted by law,
in such Federal court. Each of the parties hereto agrees that a final judgment
in any such action or proceeding shall be conclusive and may be enforced in
other jurisdictions by suit on the judgment or in any other manner provided by
law. Nothing in this Agreement shall affect any right that the Collateral Agent
or any other Secured Party may otherwise have to bring any action or proceeding
relating to this Agreement, any other Security Document, the Collateral Sharing
Agreement, any Senior Loan Document or any Indenture Document against any
Pledgor or its properties in the courts of any jurisdiction.

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

                                       12

<PAGE>

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

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

                  SECTION 24.       Additional Pledgors. If, pursuant to Section
5.12 of the Credit Agreement and Sections 4.11 and 11.07 of the Indenture,
Holdings is required to cause any Subsidiary of Holdings that is not a Pledgor
to enter in to this Agreement as a Pledgor, upon execution and delivery by the
Collateral Agent and such Subsidiary of an instrument in the form of Annex 1
hereto, such Subsidiary shall become a Pledgor hereunder with the same force and
effect as if originally named as a Pledgor herein. The execution and delivery of
such instrument shall not require the consent of any Pledgor hereunder. The
rights and obligations of each Pledgor hereunder shall remain in full force and
effect notwithstanding the addition of any new Subsidiary Pledgor as a party to
this Agreement.

                  SECTION 25.       Subject to Collateral Sharing Agreement.
Notwithstanding anything herein to the contrary, the security interest granted
to the Collateral Agent pursuant to this Agreement and the exercise of any right
or remedy by the Collateral Agent hereunder are subject to the provisions of the
Collateral Sharing Agreement. Each Pledgor agrees to be bound by the terms of
the Collateral Sharing Agreement and, without limiting the generality of the
foregoing, expressly agrees that all obligations and liabilities of a "Grantor"
thereunder apply to such Pledgor with the same force and effect as if such
Pledgor were a signatory thereto. In the event of any conflict between the terms
of the Collateral Sharing Agreement and this Agreement, the terms of the
Collateral Sharing Agreement shall govern.

                                       13

<PAGE>

IN WITNESS WHEREOF, the parties hereto have duly executed this Pledge Agreement
as of the day and year first above written.

                                            SEMICONDUCTOR COMPONENTS
                                            INDUSTRIES, LLC,

                                            By: /s/ JOHN T. KURTZWEIL
                                                --------------------------------
                                                Name:  John T. Kurtzweil
                                                Title: Chief Financial Officer

                                            ON SEMICONDUCTOR CORPORATION

                                            By: /s/ JOHN T. KURTZWEIL
                                                --------------------------------
                                                Name:  John T. Kurtzweil
                                                Title: Chief Financial Officer

                                            EACH OF THE SUBSIDIARY
                                            GUARANTORS LISTED ON SCHEDULE I
                                            HERETO,

                                            By: /s/ JOHN T. KURTZWEIL
                                                --------------------------------
                                                Name:  John T. Kurtzweil
                                                Title: Chief Financial Officer

                                            JPMORGAN CHASE BANK, AS
                                            COLLATERAL AGENT,

                                            By: /s/ EDMOND DEFOREST
                                                --------------------------------
                                                Name:  Edmond DeForest
                                                Title: Vice President

                                       14

<PAGE>

                                                               Schedule I to the
                                                                Pledge Agreement

                               SUBSIDIARY PLEDGORS

                 Subsidiary Pledgors                                     Address

-        SCG International Development LLC          5005 East McDowell Road
                                                    Phoenix, AZ 85008

                                                    Attention of General Counsel

                                                    Telecopy No. (602) 244-5601

-        SCG (Malaysia SMP) Holding Corporation     5005 East McDowell Road
                                                    Phoenix, AZ 85008

                                                    Attention of General Counsel

                                                    Telecopy No. (602) 244-5601

-        SCG (Czech) Holding Corporation            5005 East McDowell Road
                                                    Phoenix, AZ 85008

                                                    Attention of General Counsel

                                                    Telecopy No. (602) 244-5601

-        SCG (China) Holding Corporation            5005 East McDowell Road
                                                    Phoenix, AZ 85008

                                                    Attention of General Counsel

                                                    Telecopy No. (602) 244-5601

-        Semiconductor Components Industries        5005 East McDowell Road
         Puerto Rico, Inc.                          Phoenix, AZ 85008

                                                    Attention of General Counsel

                                                    Telecopy No. (602) 244-5601

Semiconductor Components Industries of Rhode        5005 East McDowell Road
Island, Inc.                                        Phoenix, AZ 85008

                                                    Attention of General Counsel

                                                    Telecopy No. (602) 244-5601

Semiconductor Components Industries International   5005 East McDowell Road
of Rhode Island, Inc.                               Phoenix, AZ 85008

                                                    Attention of General Counsel

                                                    Telecopy No. (602) 244-5601

                                       15

<PAGE>

                                                              Schedule II to the
                                                                Pledge Agreement

                     CAPITAL STOCK OR OTHER EQUITY INTERESTS

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

                                 DEBT SECURITIES

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

                                       16

<PAGE>

                                                                  Annex I to the
                                                                Pledge Agreement

                                    SUPPLEMENT NO. [ ] dated as of [ ], to the
                           PLEDGE AGREEMENT dated as of August 4, 1999, as
                           amended and restated as of March 3, 2003 (as amended,
                           supplemented or otherwise modified from time to time,
                           the "Pledge Agreement") among SEMICONDUCTOR
                           COMPONENTS INDUSTRIES, LLC, a Delaware limited
                           liability company (the "Borrower"), ON SEMICONDUCTOR
                           CORPORATION, a Delaware corporation ("Holdings"), and
                           each subsidiary of Holdings listed on Schedule I
                           thereto (each such subsidiary individually a
                           "Subsidiary Pledgor" and collectively, the
                           "Subsidiary Pledgors"; the Borrower, Holdings and the
                           Subsidiary Pledgors are referred to herein
                           individually as a "Pledgor" and collectively as the
                           "Pledgors") and JPMORGAN CHASE BANK, a New York
                           banking corporation ("JPMCB"), as collateral agent
                           (in such capacity, the "Collateral Agent") for the
                           Secured Parties.

                  A. Reference is made to (a) the Credit Agreement dated as of
August 4, 1999, as amended and restated as of February 14, 2003 (as amended,
supplemented or otherwise modified from time to time, the "Credit Agreement"),
among the Borrower, Holdings, the lenders from time to time party thereto (the
"Lenders"), and JPMCB, as administrative agent for the Lenders (in such
capacity, the "Administrative Agent"), (b) the Guarantee Agreement dated as of
August 4, 1999 (as amended, supplemented or otherwise modified from time to
time, the "Guarantee Agreement"), among Holdings, the Subsidiary Pledgors and
the Administrative Agent, (c) the Indenture dated as of March 3, 2003 (as
amended, supplemented or otherwise modified from time to time, the "Indenture"),
among the Companies, the Subsidiary Pledgors and Wells Fargo Bank Minnesota,
National Association, as trustee (the "Trustee"), and (d) the Collateral Sharing
Agreement dated as of March 3, 2003, among the Companies, the Trustee and the
Collateral Agent.

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

                  C. The Pledgors have entered into the Pledge Agreement in
order to induce the Lenders to make Loans, the Issuing Bank to issue Letters of
Credit, the Trustee to enter into the Indenture and the Initial Purchasers to
purchase the Notes. Pursuant to Section 5.12 of the Credit Agreement and Section
4.11 of the Indenture, Holdings is required to cause certain of its Subsidiaries
that are not Subsidiary Pledgors to enter into the Pledge Agreement as a
Subsidiary Pledgor. Section 24 of the Pledge Agreement provides that such
Subsidiaries may become Subsidiary Pledgors under the Pledge Agreement by
execution and delivery of an instrument in the form of this Supplement. The
undersigned Subsidiary (the "New Pledgor") is executing this Supplement in
accordance with the requirements of the Credit Agreement and the Indenture to
become a Subsidiary Pledgor under the Pledge Agreement as consideration for
Loans previously made, Letters of Credit previously issued and the purchase of
the Notes by the Initial Purchasers and the Noteholders.

                                       17

<PAGE>

                  Accordingly, the Collateral Agent and the New Pledgor agree as
follows:

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

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

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

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

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

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

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

                                       18

<PAGE>

provisions with valid provisions the economic effect of which comes as close as
possible to that of the invalid, illegal or unenforceable provisions.

                  SECTION 8. All communications and notices hereunder
shall be in writing and given as provided in Section 15 of the Pledge Agreement.
All communications and notices hereunder to the New Pledgor shall be given to it
at the address set forth under its signature hereto, below, with a copy to the
Borrower.

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

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

                                            [NAME OF NEW PLEDGOR],

                                            By  ________________________________
                                                Name:
                                                Title:
                                                Address:

                                            JPMORGAN CHASE BANK, as
                                            Collateral Agent,

                                            By  ________________________________
                                                Name:
                                                Title:

                                       19

<PAGE>

                                                                   Schedule I to
                                                             Supplement No. [  ]
                                                         to the Pledge Agreement

                      Pledged Securities of the New Pledgor

                     CAPITAL STOCK OR OTHER EQUITY INTERESTS

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

                                 DEBT SECURITIES

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

                                       20

</TEXT>
</DOCUMENT>
