LEASE AGREEMENT

CONFIDENTIAL

Exhibit 10.2

LEASE AGREEMENT

dated as of November 7, 2006

THIS LEASE AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement” ) is between General Electric Capital Corporation (together with its successors and assigns, if any, “Lessor” ) and Semiconductor Components Industries, LLC ( “Lessee” ). Lessor has an office at 4225 Executive Square, Suite 800, La Jolla, CA 92037. Lessee is a limited liability company organized and existing under the laws of the state of Delaware. Lessee’s mailing address and chief executive office is 5005 East McDowell Road, Phoenix, AZ 85008. This Agreement contains the general terms that apply to the leasing of certain equipment and personal property (the “Equipment” ) from Lessor to Lessee. Additional terms that apply to the Equipment and financial terms in relation to the lease of the Equipment (term, rent, options, etc.) shall be contained on an equipment schedule (each a “Schedule” , and collectively the “Schedules” ). This Agreement together with any Schedule shall constitute the “Lease” for any Equipment. Defined terms used and not defined in this Agreement shall have the meanings assigned to such terms set forth in the applicable Schedule(s).

1. LEASING:

(a) Subject to the terms and conditions set forth below, Lessor agrees to lease to Lessee, and Lessee agrees to lease from Lessor, the Equipment described in any Schedule signed by both parties.

(b) Lessor shall purchase Equipment from the Lessee ( “Supplier” ) and lease it back to Lessee on the Lease Commencement Date upon Lessor receiving all documents as listed in Exhibit B attached hereto. Each of the documents required above must be in form and substance satisfactory to Lessor. Once the Schedule is signed, Lessee may not cancel the Schedule.

2. TERM, RENT AND PAYMENT:

(a) The rent ( “Rent” ) payable for the Equipment and Lessee’s right to use the Equipment shall begin on the earlier of (i) the date when Lessee signs the Schedule and accepts the Equipment or (ii) when Lessee has accepted the Equipment under a Certificate of Acceptance ( “Lease Commencement Date” ). The term of the Lease for any Equipment shall commence on the Lease Commencement Date and shall continue, unless earlier terminated pursuant to the provisions of the applicable Schedule (the “Term”) . If any term is extended or renewed, the word “Term” shall be deemed to refer to all extended or renewal terms, and all provisions of this Agreement shall apply during any such extension or renewal terms, except as may be otherwise specifically provided in writing.

(b) Lessee shall pay Rent to Lessor at its address stated above, unless otherwise directed by Lessor. Each payment of Rent (each a “Rent Payment” ) shall be in the amount set forth in, payable at such intervals and due in accordance with the provisions of the applicable Schedule. If any Interim Rent and/or any Advance Rent is payable in respect of any Equipment, such Interim Rent and/or Advance Rent shall be set forth in the applicable Schedule and shall be due and payable in accordance with the terms of the Schedule. Upon Lessor’s receipt of the Interim Rent and the Advance Rent, (i) the Interim Rent shall be applied to the Rent Payment due for the Interim Period, if any, set forth in the Schedule, and (ii) the Advance Rent shall be applied to the first Rent Payment due for the Basic Term, and (iii) the remaining balance, if any, shall be applied to the next scheduled Rent Payment under such Schedule. In no event shall any Interim Rent, Advance Rent or any other Rent Payments be refunded to Lessee. If Lessor does not receive from Lessee payment in full of any scheduled Rent Payment or any other sum due under any Lease within ten (10) days after its due date, Lessee agrees to pay, a late fee equal to five percent (5%) on such unpaid Rent Payment or other sum, but not exceeding any lawful maximum. Such late fee will be immediately due and payable, and is in addition to any other costs, fees and expenses that Lessee may owe as a result of such late payment.

3. RENT ADJUSTMENT:

Intentionally Omitted

4. TAXES AND FEES:

        (a) If permitted by law, Lessee shall report and pay promptly all taxes, fees and assessments due, imposed, assessed or levied against any Equipment (or purchase, ownership, delivery, leasing, possession, use or operation thereof), this Agreement (or any rents or receipts hereunder), any Schedule, Lessor or Lessee, by any domestic or foreign governmental entity or taxing authority during or related to the Term of any Lease, including, without limitation, all license and registration fees, and all sales, use, personal property, excise, gross receipts, franchise, stamp or other taxes, imposts, duties and charges, together with any penalties, fines or interest thereon (collectively “Taxes” ). Lessee shall have no liability for Taxes imposed by the United States of America or any state or political subdivision thereof which are on or measured by the net income of Lessor except as provided in Section 14(c). Lessee shall promptly reimburse (on an after tax basis) Lessor for any Taxes charged to or assessed against Lessor. Lessee shall show Lessor as the owner of the Equipment on all tax reports or returns, and send Lessor a copy of each report or return and evidence of Lessee’s payment of Taxes upon request.

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(b) Lessee’s obligations, and Lessor’s rights, privileges and indemnities, contained in this Section 4 shall survive the expiration or other termination of this Agreement.

5. REPORTS:

(a) If any tax or other lien shall attach to any Equipment, Lessee will notify Lessor in writing, within thirty (30) days after Lessee becomes aware of the tax or lien. The notice shall include the full particulars of the tax or lien and the location of such Equipment on the date of the notice.

(b) Lessee will deliver or make available to Lessor, Lessee’s parent company, ON Semiconductor Corporation’s (“ON”) complete financial statements prepared in accordance with generally accepted accounting principles, consistently applied, certified by a recognized firm of certified public accountants within ninety (90) days of the close of each fiscal year of ON, together with a certificate of an authorized officer of Lessee stating that such officer has reviewed the activities of Lessee and that to the best of such officer’s knowledge, there exists no Event of Default or event which with notice or lapse of time (or both) would become an Event of Default. In addition, Lessee will deliver to Lessor copies of Lessee’s quarterly financial report certified by the chief financial officer of Lessee, within ninety (90) days of the close of each fiscal quarter of Lessee. In the event that ON’s Forms 10-K and 10-Q are not publicly available, Lessee will deliver or make available to Lessor all such Forms 10-K and 10-Q of ON, if any, filed with the Securities and Exchange Commission within thirty (30) days after the date on which they are filed.

(c) Lessor may inspect any Equipment during normal business hours after giving Lessee reasonable prior notice.

(d) Lessee will keep the Equipment under any Lease at the Equipment Location specified in the applicable Schedule and will give Lessor at least thirty (30) days’ prior written notice of any relocation of such Equipment. If Lessor asks, Lessee will promptly notify Lessor in writing of the location of any Equipment.

(e) If any Equipment is lost or damaged (where the estimated repair costs would exceed the greater of ten percent (10%) of the original Equipment cost or one hundred thousand and 00/100 dollars ($100,000), or is otherwise involved in an accident causing personal injury or property damage, Lessee will promptly and fully report the event to Lessor in writing within thirty (30) days of the occurrence of any such incident.

(f) Upon Lessor’s request, Lessee will provide within thirty (30) days of such request, copies of the insurance policies or other evidence required by the terms hereof.

(g) Upon reasonable request by Lessor, Lessee will furnish a certificate of an authorized officer of Lessee stating that he has reviewed the activities of Lessee and that, to the best of his knowledge, no Event of Default has occurred.

(h) Lessee will promptly notify Lessor of any change in Lessee’s state of incorporation or organization, in any case within thirty (30) days of such change.

6. DELIVERY, USE AND OPERATION:

(a) All Equipment shall be shipped directly from Supplier to Lessee (unless the Equipment is being leased pursuant to a sale-leaseback transaction in which case Lessee represents and warrants that it is in possession of the Equipment as of the Lease Commencement Date).

(b) Lessee agrees that the Equipment will be used by Lessee solely in the conduct of its business, and in a manner complying with all applicable laws, regulations and insurance policies, and maintained in compliance with prudent industry standards. To the extent that a piece of equipment is discontinued, Lessee agrees that it will comply with OEM specifications with respect to the discontinuation of use of Lithography tools and prudent industry standards in the discontinuation of all other Equipment types.

(c) Lessee will not part with possession of any of the Equipment (except in accordance with Section 18 of this Agreement or for maintenance or repair).

(d) Lessee will keep the Equipment free and clear of all liens, claims and encumbrances other than those which result from acts of Lessor.

(e) Lessor shall not disturb Lessee’s quiet enjoyment of the Equipment during the term of the Agreement unless an Event of Default has occurred and is continuing under this Agreement.

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7. MAINTENANCE:

(a) Lessee will, at its sole expense, maintain each unit of Equipment in good operating order and repair, normal wear and tear excepted. Lessee shall also maintain the Equipment in accordance with prudent industry standards. Lessee shall make all alterations or modifications required to comply with any applicable law, rule or regulation during the Term of this Lease. If Lessor requests, Lessee shall affix plates, tags or other identifying labels showing ownership thereof by Lessor. The tags or labels shall be placed in a prominent position on each unit of Equipment.

(b) Lessee will not attach or install anything on any Equipment that will impair the originally intended function or use of such Equipment without the prior written consent of Lessor. All additions, parts, supplies, accessories, and equipment (“ Additions ”) furnished or attached to any Equipment that are not readily removable shall become the property of Lessor. All Additions shall be made only in compliance with applicable law. Lessee will not attach or install any Equipment to or in any other personal or real property in any manner that would cause the Equipment to become real property without the prior written consent of Lessor.

8. STIPULATED LOSS VALUE: If for any reason any unit of the Equipment becomes lost, stolen, destroyed, irreparably damaged or unusable (“ Casualty Occurrences ”; and any unit of Equipment which suffers a Casualty Occurrence being herein referred to as an “ Casualty Item ”), Lessee shall promptly and fully notify Lessor in writing. Lessee shall: (a) on the Payment Date (as defined below) pay Lessor the sum of: (1) the Stipulated Loss Value (see Schedule) of the Casualty Item determined as of the rent payment date prior to the Casualty Occurrence and (2) all rent and other amounts which are then due under this Agreement for the Casualty Item or (b) continue to pay rent with respect to the Casualty Item as if no such Casualty Occurrence had occurred and on the Payment Date which is at least 30 days after the Casualty Occurrence replace the Casualty Item with another piece of similar equipment (the “ Replacement Item ”), which is reasonably acceptable to Lessor, provided that the Lessee shall have the option to substitute a Replacement Item for a Casulty Item under this clause (b) only if the substitution qualifies as a tax free exchange to the Lessor in accordance with Section 1031 or Section 1033 of the Code (or any successor provision then in effect). The “Payment Date” for purposes of this Section 8 shall be the next scheduled Rent Payment date after the Casualty Occurrence. Upon payment of all sums payable due under Sections 8(a)(1) and 8(a)(2) hereof, the term of the Lease with respect to the Casualty Item shall terminate. In the event that the Casualty Item is replaced in accordance with Section 8(b) hereof, Lessee shall transfer all rights, title and interest in the Replacement Item to the Lessor free and clear of all liens, charges or encumbrances whatsoever. Lessee shall execute and deliver to Lessor any documents required or desired to evidence the transfer of such right, title and interest. Any proceeds of the insurances maintained by Lessee received by Lessor shall be applied in reduction of Lessee’s obligation to pay the Stipulated Loss Value and other amounts owing by Lessee hereunder, if not already paid by Lessee (the remainder of the insurance proceeds after such reduction, if any, shall be paid to Lessee), or if already paid by Lessee, shall be paid over to Lessee. Further if the Casualty Item is replaced with a Replacement Item pursuant to this Section 8, upon completion of the replacement, the execution and delivery of all transfer documentation and the payment of all amounts then due and owing, any insurance proceeds, maintained by Lessee and received by Lessor in connection with the Casualty Item, shall be paid over to Lessee.

9. INSURANCE:

(a) Lessee shall bear the entire risk of any loss, theft, damage to, or destruction of, any unit of Equipment from any cause whatsoever from the Lease Commencement Date.

(b) Lessee has provided Lessor a certificate of an insurance broker describing the insurance currently pertaining to the Equipment. Lessee believes that the insurance maintained by or on behalf of Lessee pertaining to the Equipment is adequate in all material respects. Lessee will maintain at its own expense throughout the Term of any Lease of the Equipment, insurance pertaining to the Equipment for such amounts and against such hazards as are customarily maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations. All such insurance shall be with financially sound and reputable internationally recognized insurance companies. Lessee, on an annual basis or at any time that Lessee changes insurers, will furnish to Lessor, a certificate of insurance from an insurance broker evidencing that the insurance coverages described in Clauses (i) through (viii) below are in effect. In addition to the above, the Lessee shall keep the Equipment insured at all times while the Equipment is subject to this Lease and all insurance shall provide for the following:

(i) Coverage for damage to or loss of the Equipment, liability for personal injuries, death or property damage, in-transit;

(ii) Lessor shall be named as an additional insured with a loss payable clause in favor of Lessor, as its interest may appear;

(iii) Liability coverage (including bodily injury and property damage to third parties) in an amount equal to at least ONE MILLION U.S. DOLLARS ($1,000,000.00) total liability per occurrence;

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(iv) Casualty/Property Damage Coverage (insurance including water damage and theft) coverage in an amount equal to the higher of the Stipulated Loss Value or the full replacement cost of the Equipment;

(v) In-Transit Coverage in an amount equal to the higher of the Stipulated Loss Value or the full replacement cost of the Equipment, for Equipment that is shipped between Lessee facilities;

(vi) That the insurance coverage shall not be subject to any co-insurance clause;

(vii) That the insurance may not be altered or canceled by the insurer until after thirty (30) days written notice to Lessor; and

(viii) The interests of Lessor shall be enforced irrespective of any breach of warranty or other act or omission of the Insured.

(c) Lessee hereby appoints Lessor as Lessee’s attorney-in-fact to make proof of loss and claim for insurance, and to make adjustments with insurers and to receive payments and execute or endorse all documents, checks or drafts in connection with insurance payments. Lessor shall not act as Lessee’s attorney-in-fact unless Lessee is in default. Lessee shall pay any reasonable expenses of Lessor in adjusting or collecting insurance. Lessee will not make adjustments with insurers except with respect to claims for damage to any unit of Equipment where the repair costs for such unit of Equipment are the lesser of (x) ten percent (10%) of the Original Equipment Cost (as stipulated in the applicable Schedule for such Equipment), or (y) one hundred thousand and 00/100 dollars ($100,000). Lessor may, at its option, apply proceeds of insurance, in whole or in part, to (i) repair or replace Equipment or any portion thereof, or (ii) satisfy any obligation of Lessee to Lessor under this Agreement.

10. RETURN OF EQUIPMENT:

Lessee shall provide at least 120 days irrevocable prior written notice to the Lessor that it is returning the Equipment at the end of the Term.

(a) Upon the expiration or termination of this Agreement or any Lease (including any termination pursuant to Section 17 hereof or any termination occurring after or in connection with an Event of Default hereunder), Lessee shall perform any testing and repairs required to place the units of Equipment in the same condition and appearance as when received by Lessee (reasonable wear and tear excepted) and in good working order for the original intended purpose of the Equipment.

Lessee shall, not more than (60) days prior to expiration or earlier termination of the Lease, provide to the Lessor a report detailing the results of such test(s) and inspection(s) carried out and certifying that the Equipment has been tested and is operating in accordance with Lessee’s standard performance specifications as accepted by Lessor.

Except for the expenses incurred in connection with paying a third party in clause (i) below or expenses incurred in clause (iii) below, Lessee shall provide for and assume the full expense of the decommissioning, deinstallation, and transportation of the Equipment to include, but not limited to, the following: (i) as applicable, all Equipment shall be de-contaminated to prudent industry standards (all contaminants, internal fluids and/or gases shall be purged and properly disposed of, any applicable reservoirs, gas lines, liquid hoses, etc. shall be capped and secured) and certified for removal and transport, by Lessee (at Lessor’s discretion and cost, Lessor may require a third party to provide additional certification), in accordance with prudent industry standards, all applicable laws, rules and regulations; Lessee shall ensure all Equipment and Equipment decommissioning procedures conform to all applicable laws, including but not limited to, environmental, health and safety laws and guidelines, which may be in effect at the time of return. (ii) the manufacturer’s representative, or such other party acceptable to Lessor, for lithography equipment or Lessee for all other equipment types shall de-install all Equipment in accordance with the Lessor’s reasonable instructions and prudent industry standards; (iii) at Lessor’s cost and instruction all Equipment shall be professionally packed and crated, (iv) Lessee shall use best efforts to package and ship: (a) a complete and current set of all service and operating manuals including replacements and/or additions thereto, such that all documentation is completely up-to-date; (b) a complete and current set of documents, detailing equipment configuration and operating procedures, including those relating to upgrades, and major replacement parts and/or additions thereto; and (c) all major maintenance records (quarterly and/or semi-annual and annual preventative maintenance); (v) Lessee shall provide certification that the Equipment has been deinstalled, and appropriately labeled (i.e. Dangerous Goods, etc.) in accordance with manufacturer’s specifications for lithography equipment and prudent industry standards for all other equipment types, all applicable laws, rules and regulations; (vi) Lessee will arrange for transportation of the Equipment from its initial location to the nearest U.S. based Lessor’s Semiconductor Equipment facility, all pursuant to Lessor’s reasonable instructions and manufacturer’s specifications for lithography equipment and prudent industry standards for all other equipment types. (vii) Lessee shall obtain and pay for a policy of transit insurance for the redelivery period in an amount equal to the replacement value of the Equipment. The transit insurance must name Lessor as loss payee. All Equipment shall be cleaned and treated with respect to rust, corrosion and appearance, less normal wear and tear, in accordance with prudent industry standards. At Lessor’s option, Lessee shall remove all non-original manufacturer’s markings (i.e Lessee’s installed markings such as asset tags, etc.).

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(b) Until Lessee has fully complied with the requirements of Section 10(a) above, Lessee’s rent payment obligation and all other obligations under this Agreement shall continue from month to month notwithstanding any expiration or termination of the lease term. Lessor may terminate Lessee’s right to use the Equipment upon ten (10) days notice to Lessee.

(c) To the best of Lessee’s ability, Lessee shall provide to Lessor a detailed inventory of all components of the Equipment including model and serial numbers. If Lessee has modified or reconfigured the Equipment in any way that impairs the originally intended use or fair market value of the Equipment without prior Lessor consent, at Lessor’s option, Lessee shall restore the Equipment to its original configuration, as specified by the original equipment configuration at lease inception. A

(d) Lessee shall make the Equipment available for reasonable on-site operational inspections by potential purchasers and Lessor’s authorized inspectors (with the exception of the competitors of Lessee) at least ninety (90) days prior to and continuing up to lease termination. Lessor shall provide Lessee with reasonable written notice at least 10 days and not more than 20 days prior to any inspection, including a list of the items of Equipment to be inspected. Lessee shall provide personnel, power and other requirements necessary to demonstrate electrical, hydraulic and mechanical systems for each item of Equipment being inspected.

11. DEFAULT AND REMEDIES:

(a) Lessee shall be in default under this Agreement and under any Lease upon the occurrence of any of the following (each an “Event of Default” , and collectively, the “Events of Default” ):

(i) Lessee fails to pay within ten (10) days after its due date, any Rent or any other amount due under this Agreement or any Lease;

(ii) Lessee breaches any of its insurance obligations under this Agreement or any other Document (as defined in Section 16 hereof);

(iii) Lessee breaches any of its other obligations under any Lease (other than those described in Section 11(a)(i) and (ii) above), and fails to cure that breach within thirty (30) days after written notice from Lessor;

(iv) any representation, warranty or covenant made by Lessee in connection with this Agreement or under any Lease shall be false or misleading in any material respect;

(v) any Equipment is illegally used;

(vi) Lessee becomes insolvent or ceases to do business as a going concern;

(vii) if Lessee is a natural person, any death or incompetency of Lessee;

(viii) a receiver is appointed for all or of any part of the property of Lessee, or Lessee makes any assignment for the benefit of its creditors;

(ix) Lessee files a petition under any bankruptcy, insolvency or similar law, or in the event an involuntary petition is filed against Lessee under any bankruptcy or insolvency laws and in the event of an involuntary petition, such petition is not dismissed within sixty (60) days of the filing date;

(x) Lessee breaches or is in default under any agreement, in an original principal amount greater than $5,000,000, by and between Lessor on the one hand, and Lessee (or its parent or affiliates) on the other hand; provided however that any such default under this Section 11(a)(x) is not solely related to a material adverse change in Lessee’s financial condition;

(xi) There is any dissolution or termination of existence of Lessee

        (xii) there is any merger, consolidation, or change in controlling ownership (such event and the transactions undertaken in connection with the event, e.g., a financing to accomplish a merger or consolidation, referred to as an “Event”) of Lessee wherein the long-term bank loan debt rating (or, if such rating is not then available, it’s nearest equivalent, in either event, the “Credit Rating”) of Lessee or the surviving corporation, company, or other such business entity (Lessee or such surviving entity referred to as the “Surviving Company”) issued by Moody’s Investors Service (such entity and its successors, or, in the event such entity is no longer rating the Surviving Company’s debt, any other nationally recognized rating agency which is then rating the Surviving Company’s debt, collectively referred to herein as “Moody’s”) immediately after and as a direct result of the Event (and not for other developments or unrelated actions following the Event) falls below the lowest “B” rating (or its nearest equivalent if the rating system is hereafter modified, revised, or replaced, referred to herein as the “Minimum Rating”) by Moody’s (currently defined as “B3”); provided ,however, that, in the event the Credit Rating of the Surviving Company falls below the Minimum Rating as a direct result of the Event (for purposes of this subsection (xii) the occurrence of the Event (the “Event Date”) shall be deemed to be the later of (a) the date upon which the Event occurs, or (b) the issuance by Moody’s of the Credit Rating), an Event of Default shall not have occurred if (a) Lessee provides Lessor, on or within 10 days after the Event Date, written notice to the effect that, if an Event occurs, it will satisfy the letter of credit provisions of clause (b) of this proviso, and (b) as soon as reasonably practicable, but in any event within 30 days of the Event Date, Lessee shall cause to be delivered to Lessor an irrevocable standby letter of credit (the “Letter of Credit”) in the amount of $7,000,000, which Letter of Credit shall be in form and substance reasonably acceptable to Lessor and issued by a bank rated at least “A2” by Moody’s; provided, further, that, if, after the Letter of Credit has been issued, the Credit Rating of the Surviving Company shall be increased to the Minimum Rating or higher, Lessor shall promptly (in any event, with 15 days) return the Letter of Credit to Lessee for cancellation.

(xii) Lessee sells or leases all, or substantially all, of its assets;

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(xiii) there is a material adverse change in Lessee’s financial condition; or

(xiv) Lessee defaults under any contract or obligation requiring the payment of money in an original principal amount greater than $5,000,000.

The default declaration shall apply to all Schedules unless specifically excepted by Lessor.

(b) Upon the occurrence of any Event of Default and so long as the same shall be continuing, Lessor may, at its option, at any time thereafter, exercise one or more of the following remedies set forth in this Section 11, as Lessor in its sole discretion shall lawfully elect. (i) Upon the request of Lessor, Lessee shall immediately comply with the provisions of Section 10(a), (ii) Lessee shall authorize Lessor to pea