Dealer Manager And Solicitation Agent Agreement

EXHIBIT 10.2


EXECUTION COPY

DEALER MANAGER AND SOLICITATION AGENT AGREEMENT

April 6, 2004


Morgan Stanley & Co. Incorporated

1585 Broadway

New York, New York 10036


Ladies and Gentlemen:


1. Offer to Purchase and Consent Solicitation . ON Semiconductor Corporation, a Delaware corporation (the " Company"), plans to make a tender offer (such tender offer, as it may be amended and supplemented, the " Tender Offer") to purchase all of the outstanding 12% Senior Subordinated Notes due 2009 co-issued by the Company and Semiconductor Components Industries, LLC (the " Notes"), on the terms and subject to the conditions set forth in an offer to purchase and consent solicitation statement (as the same may be amended or supplemented, the " Offer to Purchase"). Simultaneously with the Tender Offer, the Company will solicit (the " Solicitation") consents (the " Consents") from the holders of the Notes to certain amendments (the " Proposed Amendments") to the indenture (the " Indenture") pursuant to which such Notes were issued. The Tender Offer and the Solicitation will be on the terms and subject to the conditions set forth in the Offer to Purchase, attached hereto as Exhibit A. The Offer to Purchase, the related cover letters and any other documents, materials or filings (including press releases or other communications as approved in writing by the Company), relating to the Tender Offer and the Solicitation to be used or made by the Company in connection with the Tender Offer and the Solicitation, including, but not limited to, any materials hereafter incorporated by reference therein, to be distributed to holders of the Notes as contemplated by the Offer to Purchase, and in each case as amended or supplemented from time to time, are referred to herein collectively as the " Tender Offer and Solicitation Material ."


2. Engagement as Dealer Manager and Solicitation Agent . (a) The Company hereby engages Morgan Stanley & Co. Incorporated as Dealer Manager and Solicitation Agent (the " Dealer Manager") in connection with the Tender Offer and the Solicitation. As Dealer Manager, you agree, in accordance with your customary practice, to perform in connection with the Tender Offer and the Solicitation those services that are customarily performed by investment banking concerns in connection with similar tender offers and consent solicitations, including the solicitation of tenders and Consents pursuant to the terms of the Tender Offer and the Solicitation. The performance by you of such services hereunder shall commence on the date of the mailing (the " Commencement Date") of the Offer to Purchase and related cover letters and documents to each holder of record of the Notes.

(b) You have been engaged to act as Dealer Manager in connection with the Tender Offer and the Solicitation and, in such capacity, you shall act as an independent contractor, not as an agent, with duties owed solely to the Company. In connection with the solicitation of tenders and Consents, no broker, dealer, commercial bank, trust company or other


nominee is to be deemed to be acting as your agent or as agent of the Company, and you shall not be deemed to be an agent of the Company, any broker, dealer, commercial bank, trust company or other nominee or any other person. The Company expressly acknowledges that all opinions and advice (written or oral) given by you to the Company in connection with your engagement are intended solely for the benefit and use of the Company (including its management, directors and attorneys) in considering the transactions to which such opinions or advice relate.

3. The Tender Offer and Solicitation Material . (a) The Company agrees to furnish you, at its own expense, with as many copies as you may reasonably request of the Offer to Purchase and any amendments or supplements thereto and any other Tender Offer and Solicitation Material to be used by the Company in connection with the Tender Offer and the Solicitation.

(b) The Company agrees that, at a reasonable time prior to using any Tender Offer and Solicitation Material, the Company will furnish to you a reasonable number of copies of such material and will give reasonable consideration to your and your counsel's comments, if any, thereon.

(c) Prior to and during the period of the Tender Offer and the Solicitation, the Company shall inform you promptly after it receives notice or becomes aware of the happening of any event, or the discovery of any fact, that would require the making of any change in any Tender Offer and Solicitation Material then being used so that the Tender Offer and Solicitation Material would not include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, or would affect the truth or completeness of any representation or warranty contained in this Agreement if such representation or warranty were being made immediately after the happening of such event or the discovery of such fact.


(d) The Dealer Manager hereby agrees that, without the prior consent of the Company (which consent the Company agrees will not be unreasonably withheld), the Dealer Manager will not hereafter publicly disseminate any written materials to holders of Notes for or in connection with the solicitation of tenders of Notes pursuant to the Tender Offer or the Solicitation of Consents, other than the Tender Offer and Solicitation Material.

4. Withdrawal . In the event that:

(a) the Company uses or permits the use the Tender Offer and Solicitation Material or any amendment or supplement thereto and such document (i) has not been submitted to you previously for your and your counsel's comments or (ii) has been so submitted, and you or your counsel have made comments that have not been reflected in a manner reasonably satisfactory to you and your counsel;


(b) the Company shall have breached, in any material respect, any of its representations, warranties, agreements or covenants herein;

(c) the Tender Offer and the Solicitation are terminated or withdrawn for any reason or any stop order, restraining order, injunction or denial of an application for approval has


2

been issued and not thereafter stayed or vacated with respect to, or any proceeding, litigation or investigation has been initiated that is reasonably likely to have a material adverse effect on the Company's ability to carry out the Tender Offer and the Solicitation, the purchase of the Notes pursuant thereto, the performance of this Agreement, or the execution, delivery and performance of the indenture supplement with respect to the Indenture to effect the Proposed Amendments (the " Supplemental Indenture"); or

(d) you shall not have received (i) on the Commencement Date the opinion of counsel described in Section 9(a) hereof and (ii) on the Settlement Date (as defined in the Offer to Purchase), certificates of executive officers of the Company as described in Section 9(b) hereof,

then you shall be entitled to withdraw as Dealer Manager in connection with the Tender Offer and the Solicitation without any liability or penalty to you or any other Indemnified Person (as defined in Section 11 below) and without loss of any right to indemnification or contribution provided in Section 11 or right to the payment of all fees and expenses payable pursuant to Sections 5 and 6 that have accrued to the date of such withdrawal, which expenses shall be paid promptly after the date of such withdrawal. In the event of any such withdrawal by you as the Dealer Manager, for purposes of determining the fees payable pursuant to Section 5, the principal amount of Notes tendered (and not subsequently withdrawn) pursuant to the Tender Offer as of the close of business on the date of such withdrawal that are thereafter acquired by the Company pursuant to the Tender Offer shall be deemed to have been acquired as of the date of such withdrawal, and such fees accrued through the date of such withdrawal shall be paid to you promptly after such date.

5. Fees . As compensation for your services hereunder, the Company agrees to pay to you a fee of 0.25% for each $1,000 in principal amount of Notes acquired by the Company pursuant to the Tender Offer. Such fee will be payable upon expiration of the Tender Offer, but only with respect to Notes acquired pursuant to such Tender Offer.


6. Expenses . In addition to your compensation for your services as Dealer Manager, the Company shall (a) reimburse brokers and dealers (including yourself), commercial banks, trust companies and other nominees for their customary mailing and handling expenses incurred in forwarding the Tender Offer and Solicitation Material to their customers, (b) pay all expenses relating to the preparation, filing (if any), printing, mailing and publishing of the Tender Offer and Solicitation Material, the Supplemental Indenture and any other material prepared in connection with the Tender Offer and the Solicitation, relating to the Tender Offer and the Solicitation, the fees and expenses of the Depositary and the Information Agent (each as defined in Section 7 below) and all other fees and expenses incurred by the Company or any of its affiliates in connection with the Tender Offer and the Solicitation and (c) reimburse you for all reasonable out-of-pocket expenses incurred by you in connection with your services as Dealer Manger including, but not limited to, the reasonable legal fees and disbursements of your legal counsel incurred in connection with the Tender Offer and the Solicitation and the preparation of this Agreement and the Supplemental Indenture (which fees and expenses will be paid directly to such counsel); provided that such out-of-pocket expenses shall not exceed $50,000 unless otherwise agreed to by the Company and the Dealer Manager. All payments to be made pursuant to this Section 6 shall be made promptly after the expiration or termination of the


3

Tender Offer and the Solicitation (or when required pursuant to Section 4). The Company shall perform its obligations as set forth in this Section 6 whether or not the Tender Offer and the Solicitation are commenced or the Company or any of its subsidiaries or affiliates acquires any Notes pursuant to the Tender Offer or otherwise or receives any Consents pursuant to the Solicitation or otherwise.


7. Securities Lists; Depositary; Information Agent . (a) The Company shall provide you or cause the Trustee under the Indenture and The Depository Trust Company (" DTC") to provide you with copies of the records or other lists showing the names and addresses of, and principal amounts of Notes held by, the holders of Notes as of a recent date and shall, from and after such date, use its best efforts to cause you to be advised from day to day during the pendency of the Tender Offer and the Solicitation of all transfers of Notes, such notification consisting of the name and address of the transferor and transferee of any Notes and the date of such transfer.

(b) The Company has appointed and authorizes you to communicate with U.S. Bank National Association, in its capacity as depositary (the " Depositary"), in connection with the Tender Offer and the Solicitation. The Company will instruct the Depositary to advise you at least daily as to such matters relating to the Tender Offer and the Solicitation as you may reasonably request and to furnish you with any written reports concerning any such information as you may reasonably request.

(c) The Company will arrange for Georgeson Shareholder Communications Inc. to serve as information agent (the " Information Agent") in connection with the Tender Offer and the Solicitation and, as such, to advise you as to such matters relating to the Tender Offer and the Solicitation as you may reasonably request and to furnish you with any written reports concerning any such information as you may reasonably request.


8. Representations and Warranties and Certain Agreements . The Company represents and warrants to you, and agrees with you, as follows:

(a) (i) The Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the State of Delaware, has the corporate power and authority to own its property and to conduct its business as described in the Offer to Purchase and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not, singly or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole.


(ii) Each subsidiary of the Company has been duly incorporated or otherwise organized, is validly existing as a corporation, limited liability company or similar entity in good standing under the laws of the jurisdiction of its incorporation or formation, as the case may be, has all power and authority necessary to own its property and to conduct its business as described in the Offer to Purchase and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires


4

such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole.


(b) The Tender Offer and the Solicitation and all other actions by the Company contemplated in the Tender Offer and Solicitation Material have been duly and validly authorized by all necessary corporate action by the Company.

(c) This Agreement has been duly authorized, executed and delivered by the Company.


(d) A complete and correct copy of the Tender Offer and Solicitation Material has been furnished to you or will be furnished to you no later than the Commencement Date. The Tender Offer and Solicitation Material, as amended and supplemented from time to time, will comply in all material respects with the provisions of the Securities Exchange Act of 1934, as amended (the " Exchange Act"), and the rules and regulations promulgated by the Securities and Exchange Commission (the " Commission") thereunder. None of the Tender Offer and Solicitation Material contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading; provided , however , that no representation or warranty is made with respect to any statement contained in, or any matter omitted from, the Tender Offer and Solicitation Material in reliance upon and in conformity with information furnished in writing by you to the Company expressly for use therein.


(e) The Tender Offer and the Solicitation, the purchase of Notes pursuant to the Tender Offer, the execution, delivery and performance of the Supplemental Indenture with respect to the Notes and all other actions by the Company contemplated in the Tender Offer and Solicitation Material, and the execution, delivery and performance of, and the consummation by the Company of the transactions contemplated in, this Agreement, comply and, in the case of the Supplemental Indenture, will comply in all material respects with all applicable requirements of the Exchange Act, the Trust Indenture Act of 1939, as amended (the " TIA"), applicable state securities or "blue sky" laws, and other applicable laws, and all applicable rules and regulations of the Commission or any Other Agency (as defined below) (including, but not limited to, Sections 10 and 14 of the Exchange Act and Rules 10b-5, 14a-9, 14e-1, 14e-2 and 14e-3 thereunder). The commencement and consummation by the Company of the Tender Offer and the Solicitation and the other transactions by the Company contemplated in the Tender Offer and Solicitation Material and this Agreement do not and will not require any consent, authorization, approval, order, exemption or other action of, or filing with or notification to, the Commission or any other Federal or other governmental agency, authority or instrumentality (each an " Other Agency"), including, but not limited to, any filing of the Supplemental Indenture under the TIA, except filings required to be made by the Company after the Settlement Date and except where the failure to obtain such consent, authorization, approval, order, exemption or filing would not, singly or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole.


(f) The Tender Offer and the Solicitation, the purchase of Notes pursuant to the Tender Offer and all other actions by the Company contemplated in the Tender Offer and


5

Solicitation Material, and the execution, delivery and ...