Exhibit 10.1 AMENDMENT AND WAIVER (this " Amendment ") dated as of September 27, 2006, to the Amended and Restated Credit Agreement dated as of August 4, 1999, as amended and restated as of February 6, 2006 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, t

Exhibit 10.1

AMENDMENT AND WAIVER (this " Amendment ") dated as of September 27, 2006, to the Amended and Restated Credit Agreement dated as of August 4, 1999, as amended and restated as of February 6, 2006 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the " Credit Agreement "), among ON SEMICONDUCTOR CORPORATION (" Holdings "), SEMICONDUCTOR COMPONENTS INDUSTRIES, LLC (the " Borrower "), the LENDERS party thereto, and JPMORGAN CHASE BANK, N.A., as administrative agent.

A. Pursuant to the Credit Agreement, the Lenders have extended credit to the Borrower, and have agreed to extend credit to the Borrower, in each case pursuant to the terms and subject to the conditions set forth therein.

B. Holdings and the Borrower have requested that the Lenders agree to amend certain provisions of the Credit Agreement as set forth below.

C. The undersigned Lenders are willing so to amend the Credit Agreement pursuant to the terms and subject to the conditions set forth herein.

D. Capitalized terms used but not defined herein have the meanings assigned to them in the Credit Agreement, as amended hereby.

Accordingly, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, and subject to the conditions set forth herein, the parties hereto hereby agree as follows:

SECTION 1. Amendments of Section 1.01 . Section 1.01 of the Credit Agreement is hereby amended as follows:

• (a) the definition of the term "Prepayment Event" is amended by adding, following the words "sale and leaseback transaction permitted by" appearing therein, the words "clause (a) or (b) of".

  (b) the definition of the term "Capital Expenditures" is amended by deleting such term in its entirety and substituting in lieu thereof the following:

  " Capital Expenditures " means, for any period, without duplication, (a) the additions to property, plant and equipment and other capital expenditures of the Borrower and its consolidated Subsidiaries that are (or would be) set forth in a consolidated statement of cash flows of the Borrower for such period prepared in accordance with GAAP and (b) Capital Lease Obligations ( except for Capital Lease Obligations, if any, permitted by Section 6.06) incurred by the Borrower and its consolidated Subsidiaries during such period, provided that the term

  "Capital Expenditures" (i) shall be net of landlord construction allowances, (ii) shall not include expenditures made in connection with the repair or restoration of assets with insurance or condemnation proceeds, (iii) shall not include the purchase price of equipment to the extent consideration therefor consists of used or surplus equipment being traded in at such time or the proceeds of a concurrent sale of such used or surplus equipment, in each case in the ordinary course of business and (iv) shall only include the portion of the expenditures of the China JV representing the Borrower’s proportionate equity interest in the China JV.

SECTION 2. Amendments of Section 2.11 . Paragraph (d) of Section 2.11 of the Credit Agreement is amended by deleting such paragraph in its entirety and substituting in lieu thereof the following:

• (d) Following the end of each fiscal year of the Borrower, the Borrower shall prepay Term Borrowings in an aggregate amount equal to 50% of Excess Cash Flow for such fiscal year; provided that any prepayment required by this paragraph shall be reduced, but not below zero, by the amount of any optional prepayment of the Term Borrowings pursuant to Section 2.11(a) during such fiscal year. Each prepayment pursuant to this paragraph shall be made within five Business Days after the date on which financial statements are delivered pursuant to Section 5.01 with respect to the fiscal year for which Excess Cash Flow is being calculated (and in any event within five Business Days after the date that is 90 days after the end of such fiscal year). Notwithstanding the foregoing, any Term Lender may elect, by notice to the Administrative Agent by telephone (confirmed by telecopy) at least one Business Day prior to the prepayment date, to decline all or any portion of any prepayment of its Term Loans pursuant to this paragraph (d).

SECTION 3. Amendments of Section 6.01 . Section 6.01 of the Credit Agreement is amended by (a) deleting the word "and" appearing at the end of clause (a)(xi) thereof, (b) deleting the period at the end of clause (a)(xii) thereof and substituting in lieu thereof the following: "; and" and (c) adding at the end of paragraph (a) thereof the following:

• (xiii) Capital Lease Obligations of the Borrower or any Subsidiary incurred in connection with any sale and leaseback transaction permitted by Section 6.06.

SECTION 4. Amendments of Section 6.02 . Section 6.02 of the Credit Agreement is amended by deleting clause (a)(vi) thereof and substituting in lieu thereof the following:

• (vi) Liens on assets that are the subject of a capital lease of the Borrower or any Subsidiary securing Capital Lease Obligations permitted under clause (xiii) of Section 6.01(a) in respect of such capital lease;

2

SECTION 5. Amendments of Section 6.04 . Section 6.04 of the Credit Agreement is amended by deleting clause (a) thereof and substituting in lieu thereof the following:

• (a) investments by any Loan Party in Equity Interests in any of its Subsidiaries that is not a Loan Party in an aggregate amount not to exceed