EX-4.1 2 dex41.htm CERTIFICATE DATED AUGUST 31, 2004 Certificate dated August 31, 2004

Exhibit 4.1

 

August 31, 2004

 

ON Semiconductor Corporation

5005 E. McDowell Road

Phoenix, Arizona 85008

 

The undersigned, as trustee (the “Trustee”) under the Indenture dated as of August 4, 1999, as amended (the “Indenture”), between ON Semiconductor Corporation, a Delaware corporation (formerly known as SCG Holding Corporation, a Delaware corporation) (the “Company”), Semiconductor Components Industries, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (“SCI LLC”), SCG (Malaysia SMP) Holding Corporation, a Delaware corporation and a wholly owned subsidiary of the Company, SCG (Czech) Holding Corporation, a Delaware corporation and a wholly owned subsidiary of the Company, SCG (China) Holding Corporation, a Delaware corporation and a wholly owned subsidiary of the Company, Semiconductor Components Industries Puerto Rico, Inc., a Delaware corporation and a wholly owned subsidiary of SCI LLC, SCG International Development LLC, a Delaware limited liability company and a wholly owned subsidiary of SCI LLC, Semiconductor Components Industries of Rhode Island, Inc., a Rhode Island corporation and a wholly owned subsidiary of SCI LLC and Semiconductor Components Industries International of Rhode Island, Inc., a Rhode Island corporation and a wholly owned subsidiary of SCI LLC and U.S. Bank National Association (successor to State Street Bank and Trust Company), as trustee, relating to the 12% Senior Subordinated Notes due 2009 (the “Notes”), which Notes were the subject of a notice of redemption dated May 4, 2004, hereby certifies that:

 

(a) the conditions of Section 8.01 of the Indenture have been fulfilled by (i) the delivery to the Trustee for cancellation by the Trustee of all outstanding Notes (other than Notes which have been replaced or paid pursuant to Section 2.07 of the Indenture), (ii) the payment by the Company of all sums due and payable under the Indenture and the Notes, and (iii) the delivery to the Trustee of an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the satisfaction and discharge of the Indenture have been complied with; and

 

(b) the Indenture has been released, cancelled, discharged and satisfied.

 

All capitalized terms not herein defined the meanings ascribed to them in the Indenture.

 

U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE
   

/s/ CAUNA M. SILVA


By:   Cauna M. Silva
Title:   Vice President