LOAN AGREEMENT WITH CHATTEL MORTGAGE

Exhibit 10.1

LOAN AGREEMENT WITH CHATTEL MORTGAGE

This Loan Agreement with Chattel Mortgage (“Agreement”) made and entered into this October 9, 2007, at the City of Makati, Metro Manila, Philippines, by and among:

ON SEMICONDUCTOR PHILIPPINES, INC ., a corporation duly organized and existing under and by virtue of the laws of the Republic of the Philippines with address and place of business at Governor’s Drive, Bo. Maduya Carmona, Cavite, Philippines, represented in this transaction by RICHARD COHEN, President and General Manager, being duly authorized for the purpose (hereinafter referred to as the “ Borrower ”);

BANK OF THE PHILIPPINE ISLANDS , a financial institution duly organized and existing under and by virtue of the laws of the Philippines with address and place of business at the 7 ^th Floor, BPI Building, Ayala Avenue corner Paseo de Roxas, Makati City, Philippines, represented in this transaction by ALBERTO E. PASCUAL, Senior Vice-President, and AURALYN S. TORRES, Vice-President, being duly authorized for the purpose (hereinafter referred to as “BPI”) ;

METROPOLITAN BANK & TRUST COMPANY , a financial institution duly organized and existing under and by virtue of the laws of the Philippines with address and place of business at Metrobank Plaza, Sen. Gil J. Puyat Avenue, Makati City, Philippines, represented in this transaction by JOSE M. CHAN, JR., Senior Vice-President, and MARITESS D. RIVERA, Vice-President, being duly authorized for the purpose (“hereinafter referred to as “Metrobank” );

and

SECURITY BANK CORPORATION , a financial institution duly organized and existing under and by virtue of the laws of the Philippines with address and place of business at Security Bank Centre, 6776 Ayala Avenue, Makati City, Philippines, represented in this transaction by OLIVIA B. YAO, First Vice-President, and VICTOR O. MARTINEZ, Vice-President, being duly authorized for the purpose (“hereinafter referred to as “SBC” );

(Each of BPI, Metrobank and SBC may be referred to as a “Lender” in the singular or the “Lenders”, collectively; and each of the Borrower and the Lenders in this Agreement may be referred to as a “Party” in the singular, or the “Parties”, collectively)

WITNESSETH : THAT

WHEREAS , the Borrower has requested a five (5)-year term loan of up to TWENTY-FIVE MILLION US DOLLARS (US$25,000,000.00) from the Lenders, to finance the acquisition of capital expenditures, to pay certain existing obligations and for other general corporate uses;

WHEREAS , the Lenders have agreed to extend a term loan to the Borrower subject to the terms and conditions set forth herein;

NOW, THEREFORE , for and in consideration of the foregoing premises and of the mutual covenants and agreements hereinafter stated, the Parties hereto agree as follows:

Section 1. Construction and Definitions

When used in this Agreement, the following terms, unless the context otherwise requires, shall have the following meanings:

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Section 2. The Loan

The Lenders grant to the Borrower a five (5)-year term loan facility in the maximum aggregate principal amount of TWENTY-FIVE MILLION US DOLLARS (US$25,000,000.00), broken down as follows:

(a) Eight Million Four Hundred Thousand US Dollars (US$8,400,000.00) to be granted by BPI;

(b) Eight Million Three Hundred Thousand US Dollars (US$8,300,000.00) to be granted by Metrobank; and,

(c) Eight Million Three Hundred Thousand US Dollars (US$8,300,000.00) to be granted by SBC,

upon the terms and subject to the conditions hereof (“Commitment”). The Lenders agree, upon the terms and subject to the conditions hereinafter set forth, to make advances in Dollars to the Borrower within three (3) Banking days from the signing of this Agreement in an aggregate principal amount up to but not in excess of their above-stated Commitment.

On the proposed Drawdown date, provided all conditions set forth in Section 7 hereof have been fulfilled, each Lender shall make available to the Borrower the full amount of their respective Commitment not later than 10:00 a.m. of said date, which amount shall be released by crediting the Borrower’s designated deposit account/s (electronic fund transfer). The Lenders shall, immediately upon crediting the Borrower’s account/s, and in no case later than 3:00 p.m. on the Drawdown date, notify the Borrower by facsimile transmission of such fact.

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The provisions of the Note/s, once executed, shall be complemented by the terms and conditions of this Agreement; provided, however, that in case of conflict between the Notes and this Agreement, the latter shall prevail.

In addition, the Borrower shall indemnify the Lenders upon demand against any reasonable loss or expense, which they may incur as a consequence of the payment default by the Borrower under this Section 2.04(d). The amount of such loss or expense shall be certified by the Lenders to the Borrower and in the absence of error

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in computation, upon valid proof of such loss or expense, shall be conclusive upon the Borrower.

It is understood and agreed that all additions and accretions to, or replacements or substitutions of, said Mortgaged Machineries/Equipment/Chattels shall be made and subject to the lien of this chattel mortgage and shall be held for the security and payment of the outstanding amount of the Borrowing including interest, expenses or any such other obligations owing to the Lenders under this Agreement precisely the same as the Mortgaged Machineries/Equipment/Chattels marked as Annex “A”.

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The Borrower shall fully pay and liquidate the Loan within five (5) years from and after the initial Drawdown date. Sixty percent (60.0%) of the total drawn amount

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shall be repaid over nineteen (19) equal quarterly installments, with the balance to be repaid on the maturity date of the loan, each such quarterly installment being payable on a Loan Repayment Date as defined herein and as set out in the Loan Payment Schedule accompanying each Note. Principal Repayment shall be made every Quarter commencing at the last day of the 1st Quarter from initial Drawdown date and every Quarter thereafter.

In case of multiple loan drawdowns, the repayment schedule of any succeeding drawdown shall coincide with the repayment schedule of the initial drawdown.

For avoidance of doubt, the Loan shall be repaid in accordance with the Loan Payment Schedule (substantially in the form of Exhibit “E” of this Agreement) accompanying each Note to the respective Lenders.

The Borrower shall have the option to prepay the Loan in full or partially on the first day of each month without any penalty chargeable against it, subject to the following terms and conditions:

The conditions for each partial prepayment are: (i) the minimum principal amount to be prepaid shall be ONE MILLION US DOLLARS (US$1,000,000.00); and, (ii) each prepayment shall be applied against the repayment installments of the Loan in the inverse order of their maturities;

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The Borrower agrees that it will use the proceeds of the Loan exclusively to finance capital expenditures, the payment of Borrower’s existing obligation with ON Semiconductor Trading Limited, Semiconductor Components Industries, LLC and other general corporate uses.

Section 3. Funding and Yield Protection

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maintaining the Commitment or the Loan, and the result of any of the foregoing, as determined by the Lenders, is to increase the cost to the Lenders by at least twenty-five basis points (25 bps), or to reduce the amount of any payment (whether of principal, interest or otherwise) receivable by the Lenders hereunder, or in the event that a law or regulation is passed or if the Bangko Sentral ng Pilipinas or other authorized government agency or instrumentality shall declare a moratorium on payments of foreign currency denominated obligations or any governmental imposition, foreign exchange law, regulation, policy, circular, memorandum, letter, order or other directive is issued, or any circumstance or event has occurred which has the effect of extending, rescheduling, adjusting or suspending payment in Dollars, or of restricting or delaying the ability of the Lenders to receive payment in Dollars, or of restricting or delaying the ability of the Borrower to source Dollars, whether the Loan is maturing or otherwise, then the Lenders shall notify the Borrower of the said fact in writing. The Borrower and the Lenders then shall discuss ways to address the situation including the option in re-denominating the obligation into Pesos without restructuring or amending the original repayment terms. Should the Parties fail to reach an agreement within thirty (30) days from receipt of notification by the Borrower, either Party has the option to terminate this Agreement. In case of a termination, the Borrower shall, within ten (10) Banking Days, prepay the Loan in full, without premium or penalty, plus accrued interest thereon up to the date of prepayment, subject to the reimbursement of costs and expenses incurred pursuant to Section 4.01.

It is understood and agreed that with respect to the provisions of this Section 3.02, a decision of Majority Lenders shall constitute the decision of the Lenders.

The Borrower shall pay the Lenders for any actual and documented reasonable costs and losses, as certified by the Lenders and upon submission by Lenders of proof of such costs and losses (without prejudice to Borrower’s right to dispute or request clarification of the charges), in connection with the unwinding or liquidation of any deposit, funding or financing arrangement that the Lenders may in good faith incur as a result of (i) any Borrowing not being made due to the failure of the Borrower to satisfy the applicable conditions specified in Section 7 of this Agreement on the proposed Drawdown date, or (ii) the default by the Borrower in the payment of the

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interest accrued thereon after the occurrence of any Event of Default hereunder, or (iii) any prepayment of the Loan.

Section 4. Fees and Charges

The fees, expenses and other amounts payable by the Borrower under this Section shall be payable by the Borrower, and, if already paid, shall not be reimbursable by the Lenders, notwithstanding the failure by the Borrower to make any Borrowing under the Agreement or any other failure of the transactions contemplated herein.

Section 5. Representations and Warranties

As of the date hereof, the Borrower represents and warrants to the Lenders that:

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As of the date hereof and throughout the continuance of this Agreement, the Borrower represents and warrants to the Lenders that:

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Each of the representations and warranties set forth in Section 5.01 hereof are true and accurate in all material respects as of the date hereof, and each of the representations and warranties in Section 5.02 will also be true and accurate throughout the continuance of this Agreements, with reference to the facts and circumstances subsisting from time to time. The Borrower acknowledges that the Lenders have entered into this Agreement in reliance upon the representations and warranties contained in Section 5 hereof.

Section 6. Covenants

During the term of the Loan and until payment in full of all amounts due to the Lenders under this Agreement shall have been received by the Lenders, the Borrower covenants and agrees that, unless the Lenders shall otherwise consent in writing, which consent shall not be unreasonably withheld, it shall:

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