Exhibit No. 10.1
ANNEX B
TO
SCHEDULE NO. 002
TO LEASE AGREEMENT
DATED AS OF NOVEMBER 7, 2006
BILL OF SALE
Semiconductor Components Industries, LLC(the“Seller”), in consideration of the sum ofTen Million Eight Hundred Thirty Thousand Seven Hundred Fifty and 00/100 Dollars ($10,830,750) plus sales taxes in the amount ofZero Dollars ($0.00) (if exemption from sales tax is claimed, an exemption certificate must be furnished to Buyer herewith), paid byGeneral Electric Capital Corporation (together with its successors and assigns, if any, the“Buyer”), receipt of which is acknowledged, hereby grants, sells, assigns, transfers and delivers to Buyer the equipment (the“Equipment”) described in the above schedule (said schedule and related lease being collectively referred to as“Lease”), along with whatever claims and rights Seller may have against the manufacturer and/or supplier of the Equipment (the“Supplier”), including but not limited to all warranties and representations. At Buyer’s request, Seller will cause Supplier to execute the attached Acknowledgment.
Buyer is purchasing the Equipment for leasing back to Seller pursuant to the Lease. Seller represents and warrants to Buyer that (1) Buyer will acquire by the terms of this Bill of Sale good title to the Equipment free from all liens and encumbrances whatsoever; (2) Seller has the right to sell the Equipment; and (3) the Equipment has been delivered to Seller in good order and condition, and conforms to the specifications, requirements and standards applicable thereto; and (4) the equipment has been accurately labeled, consistent with the requirements of 40 CFR part 82 Subpart E, with respect to products manufactured with a controlled (ozone-depleting) substance.
Seller agrees to save and hold harmless Buyer from and against any and all federal, state, municipal and local license fees and taxes of any kind or nature, including, without limiting the generality of the foregoing, any and all excise, personal property, use and sales taxes, and from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions and suits resulting therefrom and imposed upon, incurred by or asserted against Buyer as a consequence of the sale of the Equipment to Buyer.
IN WITNESS WHEREOF, Seller has executed this Bill of Sale this 11th day of March, 2008.
| SELLER: | ||
| SEMICONDUCTOR COMPONENTS INDUSTRIES, LLC | ||
| By: | /s/ Keith D. Jackson | |
| Name: | Keith D. Jackson | |
| Title: | President and Chief Executive Officer | |
ANNEX A
TO
SCHEDULE NO. 002
TO LEASE AGREEMENT
DATED AS OF NOVEMBER 7, 2006
DESCRIPTION OF EQUIPMENT
Initials:
Lessor: JS Lessee: KJ
ANNEX B
TO
SCHEDULE NO. 003
TO LEASE AGREEMENT
DATED AS OF NOVEMBER 7, 2006
BILL OF SALE
Semiconductor Components Industries, LLC(the“Seller”), in consideration of the sum ofTwenty Two Million Nine Hundred Sixteen Thousand Two Hundred Fifty and 00/100 Dollars($22,916,250) plus sales taxes in the amount ofZero Dollars ($0.00) (if exemption from sales tax is claimed, an exemption certificate must be furnished to Buyer herewith), paid byGeneral Electric Capital Corporation (together with its successors and assigns, if any, the“Buyer”), receipt of which is acknowledged, hereby grants, sells, assigns, transfers and delivers to Buyer the equipment (the“Equipment”) described in the above schedule (said schedule and related lease being collectively referred to as“Lease”), along with whatever claims and rights Seller may have against the manufacturer and/or supplier of the Equipment (the“Supplier”), including but not limited to all warranties and representations. At Buyer’s request, Seller will cause Supplier to execute the attached Acknowledgment.
Buyer is purchasing the Equipment for leasing back to Seller pursuant to the Lease. Seller represents and warrants to Buyer that (1) Buyer will acquire by the terms of this Bill of Sale good title to the Equipment free from all liens and encumbrances whatsoever; (2) Seller has the right to sell the Equipment; and (3) the Equipment has been delivered to Seller in good order and condition, and conforms to the specifications, requirements and standards applicable thereto; and (4) the equipment has been accurately labeled, consistent with the requirements of 40 CFR part 82 Subpart E, with respect to products manufactured with a controlled (ozone-depleting) substance.
Seller agrees to save and hold harmless Buyer from and against any and all federal, state, municipal and local license fees and taxes of any kind or nature, including, without limiting the generality of the foregoing, any and all excise, personal property, use and sales taxes, and from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions and suits resulting therefrom and imposed upon, incurred by or asserted against Buyer as a consequence of the sale of the Equipment to Buyer.
IN WITNESS WHEREOF, Seller has executed this Bill of Sale this 11th day of March, 2008.
| SELLER: | ||
| SEMICONDUCTOR COMPONENTS INDUSTRIES, LLC | ||
| By: | /s/ Keith D. Jackson | |
| Name: | Keith D. Jackson | |
| Title: | President and Chief Executive Officer | |
ANNEX A
TO
SCHEDULE NO. 003
TO LEASE AGREEMENT
DATED AS OF NOVEMBER 7, 2006
DESCRIPTION OF EQUIPMENT
Asset | Tool ID | Make | Model | Description | Vintage | S/N | Capitalized Lessor’s Cost | ||||||||
| 0001 | MET19602 | Applied Materials | Endura 5500 | Deposition PV-Sputtering | 2000 | 305431 | $ | 945,000.00 | |||||||
| 0002 | MET19603 | Applied Materials | Endura 5500 | Deposition PV-Sputtering | 2000 | 319063 | $ | 945,000.00 | |||||||
| 0003 | STP18604 | ASML | 750 | Lithography Deep UV | 2000 | 6321 | $ | 2,940,000.00 | |||||||
| 0004 | STP25601 B | ASML | 5500/1150C | Wafer Fabrication Lithography | 2006 | 9718 | $ | 3,990,000.00 | |||||||
| 0005 | STP18602 | ASML | 700C | Lithography Deep UV | 2000 | 7186 | $ | 2,520,000.00 | |||||||
| 0006 | STP18603 | ASML | 700C | Lithography Deep UV | 2000 | 6589 | $ | 2,520,000.00 | |||||||
| 0007 | ETH21610 | LRC | 9600 2x2 PTX | Etching Dry | 1997 | 8421 TM strip 100, 96-69, 96-105, strip 60 | $ | 525,000.00 | |||||||
| 0008 | ETH21611 | LRC | 9600 2x2 PTX | Etching Dry | 1997 | 8431 TM strip 122, 96-79, 96-68A, strip 76 | $ | 525,000.00 | |||||||
| 0009 | ETH21603 | LRC | A6 4520 XL | Etching Dry | 1997 | 8428 TM 45XL- 186, 45XL-377, 45XL-1213, 45XL-60 | $ | 498,750.00 | |||||||
| 0010 | ETH21604 | LRC | A6 4520XL | Etching Dry | 1997 | 8433 TM 45XL-114, 45XL-62, 45XL-61 | $ | 498,750.00 | |||||||
| 0011 | ETH21606 | LRC | A6 4520XL | Etching Dry | 1997 | 8346 TM 45XL-90 45XL-59, 45XL-42 | $ | 498,750.00 | |||||||
| 0012 | ETH21601 | LRC | A6 9400 PTX | Etching Dry | 1997 | 8427 TM 94-496, 94-279, 94-670, 94-732 | $ | 630,000.00 | |||||||
| 0013 | CED11605 | Novellus | C2 Dual Altus | Deposition CVD | 2000 | 00-49-C26148 | $ | 630,000.00 | |||||||
| 0014 | CED11606 | Novellus | C2 Dual Altus | Deposition CVD | 2000 | 00-24-C26104 | $ | 630,000.00 | |||||||
| 0015 | CED08601 | Novellus | C2 Dual Sequel | Deposition CVD | 1997 | 97-24-5394 | $ | 630,000.00 | |||||||
| 0016 | CED08602 | Novellus | C2 Dual Sequel | Deposition CVD | 1997 | 97-35-5377 | $ | 630,000.00 | |||||||
| 0017 | CED09601 | Novellus | C2 Dual Speed/ Sequel | Deposition CVD | 1997 | 97-26-5341 | $ | 525,000.00 | |||||||
| 0018 | CED09604 | Novellus | C2 Dual Speed/ Sequel | Deposition CVD | 1997 | 97-36-5383 | $ | 525,000.00 | |||||||
| 0019 | CED07602 | Novellus | C2 Single Sequel | Deposition CVD | 1997 | 97-24-5338 | $ | 367,500.00 | |||||||
| 0020 | TRK04603 | TEL | Act 8 | Resist Processing Cluster Tool | 2000 | 9201708 | $ | 446,250.00 | |||||||
| 0021 | TRK08601 | TEL | Act 8 | Resist Processing Cluster Tool | 2000 | 9201106 | $ | 446,250.00 | |||||||
| 0022 | TRK04602 | TEL | Act 8 | Resist Processing Cluster Tool | 2000 | 9201117 | $ | 525,000.00 | |||||||
| 0023 | TRK04604 | TEL | Act 8 | Resist Processing Cluster Tool | 2000 | 9201119 | $ | 525,000.00 | |||||||
| TOTAL: | $ | 22,916,250.00 | |||||||||||||
Lessor: JS Lessee: KJ