S-4

As filed with the Securities and Exchange Commission on August 5, 2003

Registration No. 333-               

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Flextronics International Ltd.

(Exact Name of Registrant as Specified in its Charter)

Singapore	3672	NOT APPLICABLE
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

36 Robinson Road, #18-01

City House

Singapore 068877

(65) 6299-8888

(Address, Including Zip Code, and Telephone Number,

Including Area Code, of Registrant’s Principal Executive Offices)

Michael E. Marks

Chief Executive Officer

36 Robinson Road, #18-01

City House

Singapore 068877

(65) 6299-8888

(Name, Address, Including Zip Code, and Telephone Number,

Including Area Code, of Agent For Service)

Copies to:

David K. Michaels, Esq.

Cynthia E. Garabedian, Esq.

Fenwick & West LLP

801 California Street

Mountain View, California 94041

(650) 938-5200

     Approximate date of commencement of proposed sale to the public:    As promptly as practicable after this Registration Statement becomes effective.

     If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.    o

     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o 

     If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o 

CALCULATION OF REGISTRATION FEE

		Proposed Maximum	Proposed Maximum
Title of Each Class of	Amount to	Offering Price	Aggregate	Amount of
Securities to be Registered	be Registered(1)	per Unit(1)	Offering Price(1)	Registration Fee
6 1/2% Senior Subordinated Notes due 2013	$400,000,000	100%	$400,000,000	$32,360

(1)  Calculated pursuant to Rule 457(f) under the Securities Act of 1933, as amended.

     The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION: DATED AUGUST 5, 2003

PROSPECTUS

Flextronics International Ltd.

36 Robinson Road, #18-01

City House, Singapore 06887

Exchange Offer For All Outstanding

$400,000,000 6 1/2% Senior Subordinated Notes Due 2013

Terms of Exchange Offer

Exchange Offer

      We will exchange new senior subordinated notes that are registered under the Securities Act for the old senior subordinated notes that were sold on May 8, 2003. All outstanding old notes that are validly tendered and not validly withdrawn will be exchanged.

      We will receive no proceeds from the exchange offer.

Exchange Offer Expiration

                          , 2003 at 5:00 p.m. New York City time.

Old Notes

      On May 8, 2003, we issued and sold $400,000,000 of 6 1/2% Senior Subordinated Notes due 2013.

      If you tender your old notes in the exchange offer, interest will cease to accrue after the date that the exchange offer is completed. If you do not tender in the exchange offer, your old notes will continue to be subject to the same terms and restrictions that applied before the exchange offer, except that we will not be required to register your old notes under the Securities Act.

New Notes

      The new notes will be identical to the old notes except that the new notes will be registered under the Securities Act.

•  Maturity: May 15, 2013.

•  Change of Control: you can require us to purchase your notes at 101% of the principal amount, plus accrued and unpaid interest.

•  Interest: Paid every six months on May 15 and November 15, starting November 15, 2003.

•  Redemption by Flextronics: Anytime on or after May 15, 2008, except that redemptions for a portion of the notes may be made at any time prior to May 15, 2006, with the cash proceeds of certain public equity offerings.

•  Ranking: The new notes will be unsecured obligations and will rank in right of payment:

•  junior to all of our existing and future senior and secured debt;

•  effectively junior to all indebtedness and other liabilities of our subsidiaries;

•  equal to all of our existing and any future senior subordinated debt, including our existing senior subordinated debt; and

•  senior to all other subordinated indebtedness.

       Investing in the notes to be issued in the exchange offer involves risks. See “Risk Factors” beginning on page 7.

      This prospectus and the accompanying letter of transmittal are first being mailed to holders of outstanding notes on or about                     , 2003.

      Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is                     , 2003.

TABLE OF CONTENTS

EXHIBIT 4.09

EXHIBIT 5.01

EXHIBIT 5.02

EXHIBIT 12.01

EXHIBIT 23.03

EXHIBIT 25.01

EXHIBIT 99.01

EXHIBIT 99.02

TABLE OF CONTENTS

	Page
Where You Can Find More Information About Us		i
Disclosure Regarding Forward-Looking Statements		ii
Prospectus Summary		1
Risk Factors		7
Ratio of Earnings to Fixed Charges		18
Use of Proceeds		19
Selected Consolidated Financial Data		20
Description of Existing Indebtedness		22
The Exchange Offer		24
Description of Notes		34
Material Tax Considerations		66
Plan of Distribution		70
Legal Matters		70
Experts		70

WHERE YOU CAN FIND MORE INFORMATION

      We file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission. You may read and copy any document we file at the Securities and Exchange Commission’s public reference rooms in Washington, D.C., New York, New York and Chicago, Illinois. Please call the Securities and Exchange Commission at 1-800-SEC-0330 for further information on the public reference rooms. Our Securities and Exchange Commission filings are also available on our web site at www.flextronics.com and at the web site of the Securities and Exchange Commission at www.sec.gov.

      We incorporate by reference in this prospectus information from other documents that we file with the Securities and Exchange Commission, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus, and information that we file later with the Securities and Exchange Commission will automatically update and supersede this information. We incorporate by reference the documents listed below, and any future filings we made with the Securities and Exchange Commission under Sections 13(a), 14 or 15(d) of the Securities Exchange Act of 1934 prior to the sale of all the ordinary shares registered on this registration statement:

•  our annual report on Form 10-K for the fiscal year ended March 31, 2003; and

•  the description of our ordinary shares contained in our registration statement on Form 8-A filed on January 31, 1994.

      You may request a copy of these filings, at no cost, by writing or telephoning us at:

Flextronics International Ltd.

2090 Fortune Drive

San Jose, California 95131

Attention: Laurette Slawson Hartigan

Vice President, Treasurer

Telephone: (408) 576-7000

      In order to assure timely delivery of the requested materials before the expiration of the exchange offer, any request should be made prior to                           , 2003.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

      This prospectus, including the documents incorporated by reference in the prospectus, contains forward-looking statements. The words “will,” “may,” “could,” “designed to,” “outlook,” “believes,” “should,” “anticipates,” “plans,” “expects,” “intends,” “estimates” and similar expressions identify these forward-looking statements. These forward-looking statements are contained principally under the heading “Prospectus Summary” and “Risk Factors.” Because these forward-looking statements are also subject to risks and uncertainties, actual results may differ materially from the expectations expressed in the forward-looking statements. Important factors that could cause actual results to differ materially from the expectations reflected in the forward-looking statements are those described in “Risk Factors.”

      In addition, these forward-looking statements are subject to the other risks and uncertainties discussed under “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Certain Factors Affecting Operating Results” in our most recent reports on Form 10-K and Form 10-Q filed with the Securities and Exchange Commission. We undertake no obligation to update or revise these forward-looking statements to reflect subsequent events or circumstances.

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PROSPECTUS SUMMARY

      You should read the following summary together with the more detailed information appearing elsewhere in this prospectus, including the documents incorporated by reference in the prospectus. In this prospectus, unless otherwise specifically indicated, references to “Flextronics,” “we,” “us,” and similar terms refer to Flextronics International Ltd. and its subsidiaries.

Flextronics International Ltd.

      We are a leading provider of advanced electronics manufacturing services, or EMS, to original equipment manufacturers, or OEMs, primarily in the handheld electronics devices, information technologies infrastructure, communications infrastructure, computer and office automation, and consumer devices industries. We provide design, engineering, manufacturing, logistics, and after-market services in 28 countries across five continents. Our strategy is to provide customers with end-to-end services where we take responsibility for engineering, supply chain management, new product introduction and implementation, manufacturing, and logistics management, with the goal of delivering a complete packaged product. Once a complete packaged product is delivered, we also provide after-market services such as repair and warranty services and network and communications installation and maintenance.

      In addition to the assembly of printed circuit boards and complete systems and products, our manufacturing services include the fabrication and assembly of plastic and metal enclosures, the fabrication of printed circuit boards and backplanes (which are printed circuit boards into which other printed circuit boards or cards may be inserted) and the fabrication and assembly of photonics components. Throughout the production process, we offer design and engineering services; logistics services, such as materials procurement, inventory management, vendor management, packaging and distribution; and automation of key elements of the supply chain through advanced information technologies. We have recently begun providing original design manufacturing, or ODM, services where we design, develop and manufacture products, such as cell phones and other consumer-related devices, that are sold by our OEM customers under their brand name. Finally, we offer after-market services such as repair and warranty services and network and communications installation and maintenance. By working closely with our customers and being highly responsive to their requirements throughout the design and supply chain process, we believe that we can be an integral part of their operations, accelerate their time-to-market and time-to-volume production, and reduce their production costs.

      Through a combination of internal growth and acquisitions, we have become one of the world’s largest EMS providers, with over 14.5 million manufacturing square feet in 28 countries across five continents as of March 31, 2003, which generated revenues of $13.4 billion in fiscal 2003. We believe that our size, global presence, broad service offerings and expertise and advanced engineering and design capabilities enable us to win large programs from leading multinational OEMs for the design, manufacture and distribution, and after-market service of electronic products.

      Our customers include industry leaders such as Alcatel SA, Casio Computer Co., Ltd., Dell Computer Corporation, Ericsson Telecom AB, Hewlett-Packard Company, Microsoft Corporation, Motorola, Inc., Siemens AG, Sony-Ericsson, Telia Companies and Xerox Corporation.

      We have established an extensive network of manufacturing facilities in the world’s major electronics markets (the Americas, Asia and Europe) in order to serve the increased outsourcing needs of both multinational and regional OEMs. In fiscal 2003, production in the Americas, Asia and Europe, represented 22%, 36% and 42% of our net sales, respectively. We have established fully integrated, high volume industrial parks in low cost regions near our customers’ end markets. Our industrial parks are located in Brazil, China, Hungary, Mexico and Poland. These industrial parks provide total supply chain management by co-locating our manufacturing and logistics operations with our suppliers at a single location. This approach to production and logistics is designed to benefit our customers by reducing distribution barriers and costs, increasing flexibility, lowering transportation costs and reducing turnaround times. We also have a number of regional manufacturing operations located around the world. In addition, we have established global design and engineering centers and product introduction centers which provide engineering expertise in developing new products and preparing them for high volume manufacturing.

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The Exchange Offer

The Exchange Offer	We are offering to exchange $1,000 principal amount of new notes for each $1,000 principal amount of old notes. Old notes may only be exchanged in $1,000 principal amount increments. There is $400,000,000 aggregate principal amount of old notes outstanding.
The Old Notes	On May 8, 2003, we issued $400,000,000 aggregate principal amount of 6 1/2% Senior Subordinated Notes due 2013 to Citigroup, Credit Suisse First Boston, LLC, Goldman, Sachs & Co., Deutsche Bank Securities, Inc., Lehman Brothers, Inc., Banc of America Securities LLC, ABN AMRO Incorporated and Bear, Stearns & Co. Inc., referred to collectively in this prospectus as the “initial purchasers.” The initial purchasers sold the old notes to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933 and to buyers outside the United States in accordance with Regulation S under the Securities Act.
The New Notes	$400,000,000 aggregate principal amount of 6 1/2% Senior Subordinated Notes due 2013. The terms of the new notes and the old notes are identical except that the transfer restrictions and registration rights relating to the old notes will not be applicable to the new notes. The old notes and the new notes are collectively referred to in this prospectus as the “notes.”
Conditions to the Exchange Offer	The exchange offer is not conditioned upon any minimum principal amount of old notes being tendered for exchange. However, the exchange offer is subject to customary conditions, which may be waived by us. See “The Exchange Offer — Conditions to the Exchange Offer.”
Procedures for Tendering	If you want to tender your old notes in the exchange offer, you must complete and sign the letter of transmittal according to the instructions contained in this prospectus and the letter of transmittal.
	You must then mail, fax or hand deliver the letter of transmittal, together with any other required documents, to the exchange agent, either with the old notes to be tendered or in compliance with the procedures specified for guaranteed delivery of the old notes. You should allow sufficient time to ensure timely delivery. Some brokers, dealers, commercial banks, trust companies and other nominees may also effect tenders by book-entry transfer. Letters of transmittal and certificates representing the old notes should not be sent to us. These documents should be sent only to the exchange agent. Questions regarding how to tender old notes and requests for information should also be directed to the exchange agent.
	If you own old notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee, you are urged to contact that person promptly if you wish to tender old notes in the exchange offer.
	If you hold old notes through The Depositary Trust Company and wish to accept the exchange offer, you must do so pursuant to the book-entry transfer facility’s procedures for book-entry transfer, or

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	other applicable procedures, all in accordance with this prospectus and the applicable letter of transmittal.
	See “The Exchange Offer — Procedures for Tendering Old Notes.”
Expiration Date; Withdrawal	The exchange offer will expire on (1) the earlier of 5:00 p.m. New York City time on                     , 2003 or the date when all old notes have been tendered, or (2) such later date and time to which we extend the exchange offer. However, it may not be extended beyond                     , 2003. We will accept for exchange any and all old notes that are validly tendered in the exchange offer prior to 5:00 p.m., New York City time, on the expiration date. The tender of old notes may be withdrawn at any time prior to the expiration date. Any old note not accepted for exchange for any reason will be returned without expense to the tendering holder as promptly as practicable after the expiration or termination of the exchange offer. The new notes issued in the exchange offer will be delivered promptly following the expiration date. See “The Exchange Offer — Terms of the Exchange Offer; Period for Tendering Old Notes” and “— Withdrawals of Tenders.”
Guaranteed Delivery Procedures	If you wish to tender your old notes and (1) your old notes are not immediately available or (2) you cannot deliver your old notes together with the applicable letter of transmittal to the applicable exchange agent prior to the expiration date, you may tender your old notes according to the guaranteed delivery procedures contained in the applicable letter of transmittal. See “The Exchange Offer — Procedures for Tendering Old Notes — Guaranteed Delivery Procedure.”
Tax Considerations	For U.S. federal income tax purposes, the exchange of old notes for new notes should not be considered a sale or exchange or otherwise a taxable event to the holders of notes. See “Material Tax Considerations.”
Use of Proceeds	We will receive no proceeds from the exchange offer.
Appraisal Rights	Holders of old notes will not have dissenters’ rights or appraisal rights in connection with the exchange offer.
Exchange Agent	J.P. Morgan, National Association, is serving as exchange agent in connection with the exchange offer for the notes.
Resales of New Notes	Based on an interpretation by the Securities and Exchange Commission set forth in no-action letters issued to third parties, we believe that you may resell or otherwise transfer the new notes issued in the exchange offer in exchange for old notes without restrictions under the federal securities laws. However, there are exceptions to this general statement. You may not freely transfer the new notes if:
	• you are our affiliate;
	• you did not acquire the new notes in the ordinary course of your business;

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	• you have engaged in, intend to engage in or have an arrangement or understanding with any person to participate in the distribution of the new notes; or
	• you are a broker-dealer who acquired the old notes directly from us.
	Any holder subject to any of the exceptions above and each participating broker-dealer that receives new notes for its own account in the exchange offer in exchange for old notes that were acquired as a result of market making, must comply with the registration and prospectus delivery requirements of the Securities Act in connection with the resale of the new notes.
Consequences of Not Exchanging the Old Notes	If you do not tender your old notes or your old notes are not properly tendered, the existing transfer restrictions will continue to apply. The old notes are currently eligible for sale pursuant to Rule 144A through the Portal Market.
	Because we anticipate that most holders will elect to exchange old notes for new notes due to the absence of restrictions on the resale of new notes under the Securities Act in most cases, we believe that the liquidity of the market for any old notes remaining after the consummation of the exchange offer will be substantially limited. See “Risk Factors — There could be negative consequences to you if you do not exchange your old notes for new notes” and “The Exchange Offer — Consequences of Failure to Exchange Old Notes.”

Summary Description of New Notes

      The terms of the new notes and the old notes are identical in all respects, except that the terms of the new notes do not include the transfer restrictions and registration rights relating to the old notes.

      The new notes will bear interest from the most recent date to which interest has been paid on the old notes. Accordingly, registered holders of new notes on the relevant record date for the first interest payment date following the completion of the exchange offer will receive interest accruing from the most recent date on which interest has been paid. Old notes accepted for exchange will cease to accrue interest from and after the date that the exchange offer is completed. Holders of old notes whose old notes are accepted for exchange will not receive any payment in respect of interest on the old notes otherwise payable on any interest payment date that occurs on or after completion of the exchange offer.

      For a more complete description of the terms of the notes, see “Description of Notes.”

Maturity	May 15, 2013.
Interest Payments	May 15 and November 15, commencing November 15, 2003.
Optional Redemption	At any time on or after May 15, 2008, we may redeem the notes in whole or in part, at the redemption prices set forth in the section entitled “Description of Notes — Redemption — Optional Redemption,” plus accrued and unpaid interest, if any, to the redemption date.
Optional Redemption After Equity Offerings	At any time and from time to time on or prior to May 15, 2006, we may redeem up to 35% of the aggregate principal amount of the

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	notes at a redemption price equal to 106.5% of the principal amount thereof, plus accrued and unpaid interest, if any, through the date of redemption, if:
	• we use the net cash proceeds of certain public equity offerings; and
	• at least 65% of the aggregate principal amount of the Notes remain outstanding afterward.
Change of Control	Upon a change of control, as defined under the section entitled “Description of Notes,” you will have the right, as a holder of Notes, to require us to repurchase all of your Notes at a repurchase price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to the date of repurchase. We might not be able to pay you the required price for Notes you request us to purchase at that time because we may not have enough funds or the terms of our other debt may prevent us from paying you. For more detailed information, see “Description of Notes — Repurchase at the Option of Holders Upon Change of Control.”
Optional Tax Redemption	We may redeem the Notes at any time, in whole but not in part, at a redemption price equal to the principal amount thereof plus accrued and unpaid interest, if any, to the date fixed for redemption, in the event of some changes in tax law which would require us to pay additional amounts with respect to the Notes. See “Description of Notes — Payment of Additional Amounts” and “Description of Notes — Redemption — Optional Redemption in Circumstances Involving Taxation.”
Withholding Taxes	We will make all payments of principal and interest for the Notes free and clear of, and without withholding or deduction for taxes of the Republic of Singapore and certain other jurisdictions. In the event that we are required to deduct or withhold any such taxes, we will pay additional amounts to the holders as a gross up in respect of such taxes. This obligation is subject to some exceptions which are described in “Description of Notes — Payment of Additional Amounts.”
Ranking	The new notes will be unsecured and will rank in right of payment behind all of our existing and future senior debt and will rank equal in right of payment to all of our existing and future senior subordinated debt, including our existing senior subordinated notes. The Notes will effectively rank in right of payment behind debt and other liabilities of our subsidiaries. Because the Notes are subordinated, in the event of our bankruptcy, liquidation or dissolution, holders of Notes will not be entitled to receive any payment until all holders of our senior debt have been paid in full.
	As of March 31, 2003, after giving effect to the offering of the old notes, we had approximately:
	• $102.6 million of senior debt outstanding and approximately $880.0 million available for borrowing under our credit facility;
	• $1.2 billion of senior subordinated debt; and
	• $2.8 billion of debt and other liabilities of our subsidiaries.

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	See “Summary Consolidated Financial Data” and “Capitalization.”
Restrictive Covenants	The old notes were, and the new notes will be, issued under an indenture between us and J.P. Morgan Trust Company, National Association, as trustee. The indenture limits our ability and the ability of our restricted subsidiaries to:
	• incur more debt;
	• create liens;
	• pay dividends and make distributions or repurchase stock;
	• make investments;
	• merge or consolidate or transfer and sell substantially all of our assets;
	• issue stock of subsidiaries; and
	• engage in transactions with affiliates.
	These covenants are subject to a number of important exceptions and limitations, which are described in the section entitled “Description of Notes.”
Registration Covenant; Exchange Offer	We entered into a registration rights agreement with the initial purchasers in which we agreed to use our best efforts to:
	• file a registration statement within 90 days after May 8, 2003 enabling the holders of the old notes to exchange the old notes for the new notes;
	• cause the registration statement to become effective within 150 days after May 8, 2003;
	• effect an exchange offer of unregistered notes for registered notes within 180 days after May 8, 2003; and
	• file a shelf registration statement for the resale of the notes if we cannot effect the exchange offer within the time periods listed above and in other circumstances described in “The Exchange Offer — Registration Covenant; Exchange Offer.”
	The interest rate on the notes will increase if we do not comply with our obligations under the registration rights agreement.
Risk Factors	You should consider carefully all of the information set forth in this prospectus and, in particular, should evaluate the specific factors set forth under “Risk Factors” in deciding whether to exchange old notes for new notes.

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RISK FACTORS

      Holders of old notes should carefully consider the information set forth under “Risk Factors” and all other information set forth in this prospectus before tendering their old notes in the exchange offer. The risk factors set forth in this prospectus, other than “Risk Factors — There could be negative consequences to you if you do not exchange your old notes for new notes,” are generally applicable to the old notes as well as the new notes.

There could be negative consequences to you if you do not exchange your old notes for new notes.

      Any old notes tendered and exchanged in the exchange offer will reduce the aggregate principal amount of old notes outstanding. Because we anticipate that most holders will elect to exchange their old notes for new notes due to the absence of most restrictions on the resale of new notes, we anticipate that the liquidity of the market for any old notes remaining outstanding after the exchange offer may be substantially limited. Following the consummation of the exchange offer, holders who did not tender their old notes generally will not have any further registration rights under the registration rights agreement, and these old notes will continue to be subject to restrictions on transfer.

      As a result of making the exchange offer, we will have fulfilled our obligations under the registration rights agreement. Holders who do not tender their old notes generally will not have any further registration rights or rights to receive the additional interest specified in the registration rights agreement for our failure to register the new notes.

      Any old notes that are not exchanged for new notes will remain restricted securities. Accordingly, the old notes may be resold only:

•  to us or one of our subsidiaries;

•  to a qualified institutional buyer;

•  to an institutional accredited investor;

•  to a party outside the United States under Regulation S under the Securities Act; or

•  under an effective registration statement.

If we do not manage effectively changes in our operations, our business may be harmed.

      We have experienced growth in our business as a result of internal growth and acquisitions. Since the beginning of fiscal 2001, our global workforce has more than doubled in size. During that time, we have also reduced our workforce at some locations and closed certain facilities in connection with our restructuring activities. These changes are likely to considerably strain our management control systems and resources, including decision support, accounting management, information systems and facilities. If we do not continue to improve our financial and management controls, reporting systems and procedures to manage our employees effectively and to expand our facilities, our business could be harmed.

      We plan to continue to transition manufacturing to lower cost locations. We plan to increase our manufacturing capacity in our low-cost regions by expanding our facilities and adding new equipment. This expansion and transition involves significant risks, including, but not limited to, the following:

•  we may not be able to attract and retain the management personnel and skilled employees necessary to support expanded operations;

•  we may not efficiently and effectively integrate new operations and information systems, expand our existing operations and manage geographically dispersed operations;

•  we may incur cost overruns;

•  we may incur unusual charges related to our restructuring activities;

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•  we may encounter construction delays, equipment delays or shortages, labor shortages and disputes and production start-up problems that could harm our growth and our ability to meet customers’ delivery schedules; and

•  we may not be able to obtain funds for this expansion, and we may not be able to obtain loans or operating leases with attractive terms.

      In addition, we expect to incur new fixed operating expenses associated with our expansion efforts that will increase our cost of sales, including increases in depreciation expense and rental expense. If our revenues do not increase sufficiently to offset these expenses, our operating results could be seriously harmed. Our transition to low-cost manufacturing regions has contributed to our incurring significant unusual charges that have resulted from reducing our workforce and capacity at higher-cost locations. We will be required to take additional restructuring charges in the future, as a result of these activities, which could have a material adverse impact on operating results, financial position and cash flows.

We depend on the handheld electronics devices, computer and office automation, communications and information technologies infrastructure and consumer devices industries which continually produce technologically advanced products with short life cycles; our inability to continually manufacture such products on a cost-effective basis could harm our business.

      During fiscal 2003, we derived approximately 31% of our revenues from customers in the handheld devices industry, whose products include cell phones, pagers and personal digital assistants; approximately 26% of our revenues from customers in the computers and office automation industry, whose products include copiers, scanners, graphic cards, desktop and notebook computers and peripheral devices such as printers and projectors; approximately 15% of our revenues from providers of communications infrastructure, whose products include equipment for optical networks, cellular base stations, radio frequency devices, telephone exchange and access switches and broadband devices; approximately 13% of our revenues from the consumer devices industry, whose products include set-top boxes, home entertainment equipment, cameras and home appliances; and approximately 8% of our revenues from providers of information technologies infrastructure, whose products include servers, workstations, storage systems, mainframes, hubs and routers. The remaining 7% of our revenues was derived from customers in a variety of other industries, including the medical, automotive, industrial and instrumentation industries.

      Factors affecting these industries in general could seriously harm our customers and, as a result, us. These factors include:

•  rapid changes in technology, which result in short product life cycles;

•  seasonality of demand for our customers’ products;

•  the inability of our customers to successfully market their products, and the failure of these products to gain widespread commercial acceptance; and

•  recessionary periods in our customers’ markets.

Our customers have and may continue to cancel their orders, change production quantities or locations, or delay production.

      As a provider of electronics manufacturing services, we must provide increasingly rapid product turnaround for our customers. We generally do not obtain firm, long-term purchase commitments from our customers, and we often experience reduced lead-times in customer orders. Customers cancel their orders, change production quantities and delay production for a number of reasons. The uncertain economic conditions and geopolitical situation has resulted, and may continue to result, in some of our customers delaying the delivery of some of the products we manufacture for them, and placing purchase orders for lower volumes of products than previously anticipated. Cancellations, reductions or delays by a significant customer or by a group of customers have harmed, and may continue to harm, our results of operations by reducing the volumes of products manufactured by us for the customers and delivered in that period, as well as causing a

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delay in the repayment of our expenditures for inventory in preparation for customer orders and lower asset utilization resulting in lower gross margins. In addition, customers require that manufacturing of their products be transitioned from one facility to another to achieve cost and other objectives. Such transfers result in inefficiencies and costs due to resulting excess capacity and overhead at one facility and capacity constraints and related stresses at the other.

      In addition, we make significant decisions, including determining the levels of business that we will seek and accept, production schedules, component procurement commitments, personnel needs and other resource requirements, based on our estimates of customer requirements. The short-term nature of our customers’ commitments and the rapid changes in demand for their products reduce our ability to estimate accurately future customer requirements. This makes it difficult to schedule production and maximize utilization of our manufacturing capacity. We often increase staffing, increase capacity and incur other expenses to meet the anticipated demand of our customers, which cause reductions in our gross margins if customer orders continue to be delayed or cancelled. Anticipated orders may not materialize, and delivery schedules may be deferred as a result of changes in demand for our customers’ products. On occasion, customers require rapid increases in production, which stress our resources and reduce margins. Although we have increased our manufacturing capacity, and plan further increases, we may not have sufficient capacity at any given time to meet our customers’ demands. In addition, because many of our costs and operating expenses are relatively fixed, a reduction in customer demand harms our gross profit and operating income.

Our operating results vary significantly.

      We experience significant fluctuations in our results of operations. Some of the principal factors that contribute to these fluctuations are:

•  changes in demand for our services;

•  our effectiveness in managing manufacturing processes and costs in order to decrease manufacturing expenses;

•  the mix of the types of manufacturing services we provide, as high-volume and low-complexity manufacturing services typically have lower gross margins than lower volume and more complex services;

•  changes in the cost and availability of labor and components, which often occur in the electronics manufacturing industry and which affect our margins and our ability to meet delivery schedules;

•  the degree to which we are able to utilize our available manufacturing capacity;

•  our ability to manage the timing of our component purchases so that components are available when needed for production, while avoiding the risks of purchasing inventory in excess of immediate production needs; and

•  local conditions and events that may affect our production volumes, such as labor conditions, political instability and local holidays.

Two of our significant end-markets are the handheld electronics devices market and the consumer devices market. These markets exhibit particular strength toward the end of the calendar year in connection with the holiday season. As a result, we have historically experienced stronger revenues in our third fiscal quarter as compared to our other fiscal quarters.

Our increased original design manufacturing activity may reduce our profitability.

      We have recently begun providing original design manufacturing, or ODM, activities, wherein we design and develop products that are sold to the end user by our OEM customers under their brand name. We are actively pursuing ODM projects, focusing primarily on consumer related devices, such as cell phones and related products, which requires that we make investments in research and development, technology licensing, test and tooling equipment, patent applications, facility expansion and recruitment. Our contracts with our

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customers can generally be terminated by either party on short notice, and there is no assurance that we will be able to maintain our current level of ODM activity at all or for an extended period of time. Due to the initial costs of investing in the resources necessary for this business, our increased ODM activities have adversely affected our profitability and may continue to do so in fiscal 2004.

      Customers for our ODM services typically require that we indemnify them against the risk of intellectual property infringement. If any claims are brought against our customers for such infringement, whether or not these have merit, we could be required to expend significant resources in defense of such claims. In the event of such an infringement claim, we may be required to spend a significant amount of money to develop non-infringing alternatives or obtain licenses. We may not be successful in developing such alternatives or obtaining such a license on reasonable terms or at all. Further, the products we design must satisfy safety and regulatory standards and some products must also receive government certifications. If we fail to timely obtain these approvals or certifications, we would be unable to sell these products, which would harm our sales, profitability and reputation.

We are exposed to intangible asset risk.

      We have a substantial amount of intangible assets. These intangible assets are generally attributable to acquisitions and represent the difference between the purchase price paid for the acquired businesses and the fair value of net tangible assets of acquired businesses. We are required to evaluate goodwill and other intangibles for impairment on at least an annual basis, and whenever changes in circumstances indicate that the carrying amount may not be recoverable from estimated future cash flows. As a result of our annual and other periodic evaluations, we may determine that the intangible asset values need to be written down to their fair values, which could result in material charges that could be adverse to our operating results and financial position.

We may encounter difficulties with acquisitions, which could harm our business.

      Since the beginning of fiscal 2001, we have completed over 40 acquisitions of businesses and we expect to continue to acquire additional businesses in the future. We are currently in preliminary discussions with respect to potential acquisitions and strategic customer transactions, however, we do not have any agreements or commitments to make any material acquisitions or strategic customer transactions. Any future acquisitions may require additional debt or equity financing, or the issuance of shares in the transaction. This could increase our leverage or be dilutive to our existing shareholders. We may not be able to complete acquisitions or strategic customer transactions in the future to the same extent as the past, or at all.

      In addition, acquisitions involve numerous risks and challenges, including:

•  difficulties in integrating acquired businesses and operations;

•  diversion of management’s attention from the normal operation of our business;

•  potential loss of key employees and customers of the acquired companies;

•  difficulties in managing and integrating operations in geographically dispersed locations;

•  lack of experience operating in the geographic market or industry sector of the acquired business;

•  increases in our expenses and working capital requirements, which reduce our return on invested capital; and

•  exposure to unanticipated contingent liabilities of acquired companies.

      Any of these and other factors have harmed, and in the future could harm, our ability to achieve anticipated levels of profitability at acquired operations or realize other anticipated benefits of an acquisition, and could adversely affect our business and operating results.

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Our strategic relationships with major customers create risks.

      Over the past several years, we have completed numerous strategic transactions with OEM customers, including, among others, Telia Companies, Xerox, Alcatel, Casio and Ericsson. Under these arrangements, we generally acquire inventory, equipment and other assets from the OEM, and lease or acquire their manufacturing facilities, while simultaneously entering into multi-year supply agreements for the production of their products. We intend to continue to pursue these OEM divestiture transactions in the future. There is strong competition among EMS companies for these transactions, and this competition may increase. These transactions have contributed to a significant portion of our revenue growth, and if we fail to complete similar transactions in the future, our revenue growth could be harmed. As part of these arrangements, we typically enter into manufacturing services agreements with these OEMs. These agreements generally do not require any minimum volumes of purchases by the OEM, and the actual volume of purchases may be less than anticipated. The arrangements entered into with divesting OEMs typically involve many risks, including the following:

•  we may need to pay a purchase price to the divesting OEMs that exceeds the value we may realize from the future business of the OEM;

•  the integration into our business of the acquired assets and facilities may be time-consuming and costly;

•  we, rather than the divesting OEM, bear the risk of excess capacity at the facility;

•  we may not achieve anticipated cost reductions and efficiencies at the facility;

•  we may be unable to meet the expectations of the OEM as to volume, product quality, timeliness and cost reductions; and

•  if demand for the OEM’s products declines, the OEM may reduce its volume of purchases, and we may not be able to sufficiently reduce the expenses of operating the facility or use the facility to provide services to other OEMs.

      As a result of these and other risks, we have been, and in the future may be, unable to achieve anticipated levels of profitability under these arrangements, and they have not, and in the future may not, result in any material revenues or contribute positively to our earnings per share.

We depend on the continuing trend of outsourcing by OEMs.

      Future growth in our revenue depends on new outsourcing opportunities in which we assume additional manufacturing and supply chain management responsibilities from OEMs. To the extent that these opportunities are not available, either because OEMs decide to perform these functions internally or because they use other providers of these services, our future growth would be limited.

The majority of our sales come from a small number of customers; if we lose any of these customers, our sales could decline significantly.

      Sales to our ten largest customers have represented a significant percentage of our net sales in recent periods. Our ten largest customers accounted for approximately 67% and 64% of net sales in fiscal 2003 and fiscal 2002, respectively. Our largest customers during fiscal 2003 were Hewlett-Packard and Sony-Ericsson, accounting for approximately 12% and 11% of net sales, respectively. Our largest customer during fiscal 2002 was Ericsson, accounting for approximately 15% of net sales. No other customer accounted for more than 10% of net sales in fiscal 2003 and fiscal 2002.

      Our principal customers have varied from year to year, and our principal customers may not continue to purchase services from us at current levels, if at all. Significant reductions in sales to any of these customers, or the loss of major customers, would seriously harm our business. If we are not able to timely replace expired, canceled or reduced contracts with new business, our revenues could be harmed.

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Our industry is extremely competitive.

      The EMS industry is extremely competitive and includes hundreds of companies, several of which have achieved substantial market share. Current and prospective customers also evaluate our capabilities against the merits of internal production. Some of our competitors may have greater design, manufacturing, financial or other resources than us. Additionally, we face competition from Taiwanese ODM suppliers, who have a substantial share of the global market for information technology hardware production, primarily related to notebook and desktop computers and personal computer motherboards, as well as provide consumer products and other technology manufacturing services.

      In recent years, many participants in the industry, including us, have substantially expanded their manufacturing capacity. The overall demand for electronics manufacturing services has decreased, resulting in increased capacity and substantial pricing pressures, which has harmed our operating results. Certain sectors of the EMS industry are currently experiencing increased price competition, and if this increased level of competition should continue, our revenues and gross margin may continue to be adversely affected.

We may be adversely affected by shortages of required electronic components.

      At various times, there have been shortages of some of the electronic components that we use, as a result of strong demand for those components or problems experienced by suppliers. These unanticipated component shortages have resulted in curtailed production or delays in production, which prevented us from making scheduled shipments to customers in the past and may do so in the future. Our inability to make scheduled shipments could cause us to experience a reduction in our sales and an increase in our costs and could adversely affect our relationship with existing customers as well as prospective customers. Component shortages may also increase our cost of goods sold because we may be required to pay higher prices for components in short supply and redesign or reconfigure products to accommodate substitute components. As a result, component shortages could adversely affect our operating results for a particular period due to the resulting revenue shortfall and increased manufacturing or component costs.

Our customers may be adversely affected by rapid technological change.

      Our customers compete in markets that are characterized by rapidly changing technology, evolving industry standards and continuous improvement in products and services. These conditions frequently result in short product life cycles. Our success will depend largely on the success achieved by our customers in developing and marketing their products. If technologies or standards supported by our customers’ products become obsolete or fail to gain widespread commercial acceptance, our business could be adversely affected.

We are subject to the risk of increased income taxes.

      We have structured our operations in a manner designed to maximize income in countries where:

•  tax incentives have been extended to encourage foreign investment; or

•  income tax rates are low.

      We base our tax position upon the anticipated nature and conduct of our business and upon our understanding of the tax laws of the various countries in which we have assets or conduct activities. However, our tax position is subject to review and possible challenge by taxing authorities and to possible changes in law, which may have retroactive effect. We cannot determine in advance the extent to which some jurisdictions may require us to pay taxes or make payments in lieu of taxes.

      Several countries in which we are located allow for tax holidays or provide other tax incentives to attract and retain business. These tax incentives expire over various periods from 2004 to 2010 and are subject to certain conditions with which we expect to comply. We have obtained tax holidays or other incentives where available, primarily in China, Malaysia and Hungary. In these three countries, we generated an aggregate of approximately $5.8 billion of our total revenues for the fiscal year ended March 31, 2003. Our taxes could increase if certain tax holidays or incentives are not renewed upon expiration, or tax rates applicable to us in

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such jurisdictions are otherwise increased. In addition, further acquisitions of businesses may cause our effective tax rate to increase.

We conduct operations in a number of countries and are subject to risks of international operations.

      The geographical distances between the Americas, Asia and Europe create a number of logistical and communications challenges for us. These challenges include managing operations across multiple time zones, directing the manufacture and delivery of products across distances, coordinating procurement of components and raw materials and their delivery to multiple locations, and coordinating the activities and decisions of the core management team, which is based in a number of different countries. Facilities in several different locations may be involved at different stages of the production of a single product, leading to additional logistical difficulties.

      Because our manufacturing operations are located in a number of countries throughout the Americas, Asia and Europe, we are subject to the risks of changes in economic and political conditions in those countries, including:

•  fluctuations in the value of local currencies;

•  labor unrest and difficulties in staffing;

•  longer payment cycles;

•  increases in duties and taxation levied on our products;

•  imposition of restrictions on currency conversion or the transfer of funds;

•  limitations on imports or exports of components or assembled products, or other travel restrictions;

•  expropriation of private enterprises; and

•  a potential reversal of current favorable policies encouraging foreign investment or foreign trade by our host countries.

      The attractiveness of our services to our U.S. customers can be affected by changes in U.S. trade policies, such as most favored nation status and trade preferences for some Asian countries. In addition, some countries in which we operate, such as Brazil, Hungary, Mexico, Malaysia and Poland, have experienced periods of slow or negative growth, high inflation, significant currency devaluations or limited availability of foreign exchange. Furthermore, in countries such as China and Mexico, governmental authorities exercise significant influence over many aspects of the economy, and their actions could have a significant effect on us. Finally, we could be seriously harmed by inadequate infrastructure, including lack of adequate power and water supplies, transportation, raw materials and parts in countries in which we operate.

      The recent outbreak of severe acute respiratory syndrome, or SARS, that began in China, Hong Kong and Singapore could have a negative impact on our operations. Our operations could be impacted by a number of SARS-related factors, including, but not limited to, disruptions at our manufacturing operations located in China, reduced demand for our customers’ products and increased supply chain costs.

We are exposed to fluctuations in foreign currency exchange rates.

      We transact business in various foreign countries. As a result, we are exposed to fluctuations in foreign currencies. We have currency exposure arising from both sales and purchases denominated in currencies other than the functional currencies of our entities. Volatility in the exchange rates between the foreign currencies and the functional currencies of our entities could seriously harm our business, operating results and financial condition. We try to manage our foreign currency exposure by borrowing in various foreign currencies and by entering into foreign exchange forward contracts. Mainly, we enter into foreign exchange forward contracts intended to reduce the short-term impact of foreign currency fluctuations on current assets and liabilities denominate in foreign currency. These exposures are primarily, but not limited to, cash, receivables, payables and inter-company balances, in currencies other than the functional currency unit of the operating entity. We

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will first evaluate and, to the extent possible, use non-financial techniques, such as currency of invoice, leading and lagging payments, receivable management or local borrowing to reduce transactions exposure before taking steps to minimize remaining exposure with financial instruments. Foreign exchange forward contracts are treated as cash flow hedges and such contracts generally expire within three months. The credit risk of these forward contracts if minimal since the contracts are with large financial institutions. The gains and losses on forward contracts generally offset the gains and losses on the assets, liabilities and transactions hedged.

We depend on our executive officers.

      Our success depends to a large extent upon the continued services of our executive officers. Generally our employees are not bound by employment or non-competition agreements, and we cannot assure that we will retain our executive officers and other key employees. We could be seriously harmed by the loss of any of our executive officers. In addition, in order to manage our growth, we will need to recruit and retain additional skilled management personnel and if we are not able to do so, our business and our ability to continue to grow could be harmed.

We are subject to environmental compliance risks.

      We are subject to various federal, state, local and foreign environmental laws and regulations, including those governing the use, storage, discharge and disposal of hazardous substances in the ordinary course of our manufacturing process. In addition, we are responsible for cleanup of contamination at some of our current and former manufacturing facilities and at some third party sites. If more stringent compliance or cleanup standards under environmental laws or regulations are imposed, or the results of future testing and analyses at our current or former operating facilities indicate that we are responsible for the release of hazardous substances, we may be subject to additional remediation liability. Further, additional environmental matters may arise in the future at sites where no problem is currently known or at sites that we may acquire in the future. Currently unexpected costs that we may incur with respect to environmental matters may result in additional loss contingencies, the quantification of which cannot be determined at this time.

The market price of our ordinary shares is volatile.

      The stock market in recent years has experienced significant price and volume fluctuations that have affected the market prices of technology companies. These fluctuations have often been unrelated to or disproportionately impacted by the operating performance of these companies. The market for our ordinary shares may be subject to similar fluctuations. Factors such as fluctuations in our operating results, announcements of technological innovations or events affecting other companies in the electronics industry, currency fluctuations and general market conditions may cause the market price of our ordinary shares to decline.

We are a defendant in several securities class action lawsuits and this litigation could harm our business whether or not determined adversely to us.

      Between June and August 2002, Flextronics and certain of our officers and directors were named as defendants in several securities class action lawsuits filed in the United States District Court for the Southern District of New York. These actions, which were filed on behalf of those who purchased, or otherwise acquired, Flextronics’ ordinary shares between October 2, 2001 and June 4, 2002, generally allege that, during this period, the defendants made misstatements to the investing public about the financial condition and prospects of Flextronics. After the Court consolidated these actions, plaintiffs amended their allegations to change the class period to January 18, 2001 to June 4, 2002. They also added claims on behalf of plaintiffs who purchased shares pursuant to, or traceable to, the secondary offerings of Flextronics on February 1, 2001 and January 7, 2002. In addition, plaintiffs added claims against the underwriters involved in those offerings. On April 23, 2003, the Court entered an order transferring these lawsuits to the United States District Court for the Northern District of California.

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      These actions seek unspecified damages. Although we believe that the plaintiffs’ claims lack merit and intend to vigorously defend these lawsuits, we are unable to predict the ultimate outcome of these lawsuits. There can be no assurance we will be successful in defending these lawsuits, and, if we are unsuccessful, we may be subject to significant damages. Even if we are successful, defending the lawsuits may be expensive and may divert management’s attention from other business concerns and harm our business.

      We are also subject to legal proceedings, claims, and litigation arising in the ordinary course of business. We defend ourselves vigorously against any such claims. While the outcome of these matters is currently not determinable, management does not expect that the ultimate costs to resolve these matters will have a material adverse effect on our consolidated financial position, results of operations, or cash flows.

We have a substantial amount of debt outstanding and may incur additional debt.

      We have significant amounts of outstanding indebtedness and interest expense. Our level of indebtedness presents risks to investors, including the possibility that we may be unable to generate cash sufficient to pay the principal of and interest on the indebtedness when due. At March 31, 2003, after giving effect for the issuance, we had consolidated indebtedness of approximately $1.5 billion.

      Our ability to make principal and interest payments on the notes will depend on our future operating performance, which depends on a number of factors, many of which are outside of our control. These factors include prevailing economic conditions and financial, competitive and other factors affecting our business and operations. If we do not have sufficient available resources to repay any indebtedness we may incur when it becomes due and payable, we may find it necessary to refinance such indebtedness. We cannot assure you that refinancing will be available, or available on reasonable terms. We could incur substantial additional indebtedness in connection with acquisitions or debt financings, which would further increase our leverage.

The indenture governing the notes, our bank credit facility and the indentures governing our existing senior subordinated notes contain restrictive covenants that, if not satisfied or waived, could result in acceleration of our outstanding debt obligations.

      The indenture governing the notes, our bank credit facility and the indentures governing our existing senior subordinated notes each contain a number of restrictive covenants. Our failure to comply with these covenants could result in an event of default which, if not cured or waived, could result in us being required to repay these borrowings before their due date. If we were able to refinance these borrowings on less favorable terms, our results of operations and financial condition could be seriously harmed by increased costs and rates.

Our structure as a holding company will limit the ability of the holders of the notes to recover any principal and interest due on the notes because they are effectively subordinated to the liabilities of our subsidiaries.

      We are a holding company with no business operations other than holding the capital stock of our subsidiaries and advancing funds to, and receiving funds from, our subsidiaries. In repaying our indebtedness, including the notes, we must rely on dividends and other payments made to us by our subsidiaries. The holders of the notes will have no direct claims against our subsidiaries. The ability of our subsidiaries to make payments to us will be affected by the obligations of these subsidiaries to their creditors. Claims of holders of indebtedness, including the notes, against the cash flow and assets of our subsidiaries will be effectively subordinated to claims of the creditors.

      In addition, the rights of the holders of the notes to participate in the assets of any subsidiary upon that subsidiary’s liquidation or recapitalization will be subject to the prior claims of that subsidiary’s creditors. At March 31, 2003, our subsidiaries had debt and other liabilities, including trade payables and capital lease obligations, aggregating approximately $2.8 billion. The ability of our subsidiaries to make payments to us will also be subject to, among other things, applicable state and foreign corporate laws and other laws and regulations. In order to pay the principal amount at maturity of the notes, we may be required to adopt one or more alternatives, such as a refinancing of the notes.

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The notes are subordinated to our current and future senior debt.

      The notes are unsecured obligations and rank in right of payment:

•  junior to all of our existing and future senior and secured debt;

•  effectively junior to all indebtedness and other liabilities of our subsidiaries;

•  equal to all of our existing and any future senior subordinated debt, including our existing senior subordinated debt; and

•  senior to all other subordinated indebtedness.

      As of March 31, 2003, we had outstanding senior debt of approximately $102.6 million, senior subordinated debt of $1.2 billion and, through our subsidiaries, had additional liabilities, including trade payables and capital lease obligations, aggregating approximately $2.8 billion.

      We may not pay any principal of, premium, if any, or interest on, or any other amounts owing in respect of, the notes, or purchase, redeem or otherwise retire the notes, or make any deposit pursuant to the defeasance provisions for the notes, if designated senior debt, as defined in the indentures, is not paid when due, unless:

•  the default is cured or waived or has ceased to exist; or

•  the designated senior debt has been repaid in full.

      Under some circumstances, if a default, other than a payment default, exists with respect to designated senior debt, we may not make payments for a specified period with respect to the principal of, premium, if any, and interest on, and any other amounts owing in respect of, the notes unless:

•  the default is cured, waived or has ceased to exist; or

•  the indebtedness has been repaid in full.

      If any event of default occurs and is continuing, the trustee or the holders of at least 25% in principal amount of the then outstanding notes may declare all the notes to be due and payable immediately. Such a continuing event of default, however, may permit the acceleration of our then-outstanding indebtedness or the then-outstanding indebtedness of our subsidiaries, some of which indebtedness may be senior debt. In this event, the subordination provisions of the indenture governing the notes would prohibit any payments to holders of the notes unless and until those obligations, and any other accelerated senior debt, have been repaid in full.

We may not be able to repurchase the notes upon a change of control in accordance with the terms of the indenture.

      Upon the occurrence of a change of control, we may be required to purchase all or a portion of the notes then outstanding at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of purchase. Prior to commencing such an offer to purchase, we may be required to:

•  repay in full all indebtedness that would prohibit the repurchase of the notes; or

•  obtain any consent required to make the repurchase.

      If we are unable to repay all of the indebtedness or are unable to obtain the necessary consents, we will be unable to offer to purchase the notes and that failure would constitute an event of default under the indentures. We cannot assure you that we will have sufficient funds available at the time of any change of control to repurchase the notes. The events that require a repurchase upon a change of control under the indentures may also constitute events of default under subsequently incurred indebtedness.

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You may find it difficult to sell your notes.

      The old notes are currently eligible for sale under Rule 144A through the Portal Market. There is currently no established trading market for the new notes, and we cannot assure you that an active trading market will develop or be maintained for the notes, that the holders of the notes will be able to sell their notes, or of the prices at which any sales will be made. If a market for the notes were to develop, the notes could trade at prices that may be higher or lower than the exchange tender price of the old notes, as our previously registered notes do. Prevailing market prices from time to time will depend on many factors, including then existing interest rates, our operating results and cash flow and the market for similar securities.

      In addition, the liquidity of, and trading markets for, the notes may be negatively affected by declines in the market for high-yield securities generally. A decline may negatively affect liquidity and trading markets independent of our financial performance or prospects.

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RATIO OF EARNINGS TO FIXED CHARGES

      The following table presents our historical ratios of earnings to fixed charges for the periods indicated:

	Fiscal Year Ended March 31,
	1999		2000		2001		2002		2003
	(In thousands)
Ratio of earnings to fixed charges		1.55x		2.78x		—		—		—

      For the purposes of computing the ratio of earnings to fixed charges, earnings consist of income (loss) before income taxes plus fixed charges. Fixed charges consist of interest expense and discount or premium related to indebtedness, whether expensed or capitalized, and that portion of rental expense we believe to be representative of interest. Earnings, as defined, were not sufficient to cover fixed charges by $552.3 million for the fiscal year ended March 31, 2001, $242.6 million for the fiscal year ended March 31, 2002 and $147.2 million for the fiscal year ended March 31, 2003.

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USE OF PROCEEDS

      We will not receive any proceeds from the issuance of the new notes offered in the exchange offer. In consideration for issuing the new notes, we will receive in exchange old notes in like principal amount, the terms of which are identical in all respects to the new notes except for transfer restrictions and registration rights. The old notes surrendered in exchange for new notes will be retired and cancelled and cannot be reissued. Accordingly, issuance of the new notes will not result in any increase in our indebtedness.

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SELECTED CONSOLIDATED FINANCIAL DATA

      The following selected consolidated financial data should be read in conjunction with our consolidated financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” incorporated by reference in this prospectus. The consolidated statement of operations data for the fiscal year ended March 31, 2003, and the consolidated balance sheet data as of March 31, 2003, are derived from our consolidated financial statements that have been audited by Deloitte & Touche LLP, independent auditors, which are incorporated by reference in this prospectus. The consolidated statement of operations data for each of the years in the three-year period ended March 31, 2002, and the consolidated balance sheet data as of March 31, 2002 and 2001, are derived from our consolidated financial statements that have been audited by Arthur Andersen LLP, independent auditors, which are incorporated by reference in this prospectus. The consolidated statement of operations data for the year ended March 31, 1999 and the balance sheet data as of March 31, 1999 and 2000 are derived from consolidated financial statements that have been audited by Arthur Andersen LLP, which are not incorporated by reference in this prospectus. Historical results are not necessarily indicative of the results to be expected in the future.

		Fiscal Year Ended March 31,
		1999			2000		2001			2002			2003
		(In thousands, except per share amounts)
Statement of Operations Data:
Net sales		$	3,952,786		$	6,959,122	$	12,109,699		$	13,104,847		$	13,378,699
Cost of sales			3,512,229			6,335,242		11,127,896			12,224,969			12,650,402
Unusual charges(1)			77,286			7,519		510,495			464,391			266,244
	Gross profit		363,271			616,361		471,308			415,487			462,053
Selling, general and administrative			240,512			319,952		430,109			443,586			456,199
Goodwill and other intangibles amortization			29,156			41,326		63,541			12,615			22,146
Unusual charges(1)			2,000			3,523		462,847			110,035			38,167
Interest and other expense, net			52,234			69,912		67,115			91,853			92,780
	Income (loss) before income taxes		39,369			181,648		(552,304	)		(242,602	)		(147,239	)
Provision for (benefit from) income taxes			(11,634	)		23,080		(106,285	)		(88,854	)		(63,786	)
	Net income (loss)	$	51,003		$	158,568	$	(446,019	)	$	(153,748	)	$	(83,453	)
Diluted earnings (loss) per share(2)		$	0.17		$	0.42	$	(1.01	)	$	(0.31	)	$	(0.16	)
Shares used in computing diluted per share amounts(2)			329,352			383,119		441,991			489,553			517,198

	As of March 31,
	1999		2000		2001		2002		2003
	(In thousands)
Balance Sheet Data:
Working capital	$	384,084	$	1,161,535	$	1,914,741	$	1,394,883	$	897,741
Total assets		2,783,707		5,134,943		7,571,655		8,644,699		8,394,104
Total long-term debt and capital lease obligations, excluding current portion		789,471		645,267		917,313		863,293		1,049,853
Shareholders’ equity		915,305		2,376,628		4,030,361		4,455,496		4,542,020

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(1)  We recognized unusual pre-tax charges of $304.4 million, $574.4 million, $7.5 million and $77.3 million in fiscal 2003, fiscal 2002, fiscal 2001, fiscal 2000 and fiscal 1999, respectively, associated with the consolidation and closure of several manufacturing facilities.

We recognized unusual pre-tax charges of $286.5 million in fiscal 2001 related to the issuance of an equity instrument to Motorola.

We recognized unusual pre-tax charges of approximately $102.4 million and $3.5 million in fiscal 2001 and fiscal 2000, respectively for merger-related expenses.

We recognized unusual pre-tax charges of approximately $2.0 million in fiscal 1999 for the write-off of in-process research and development associated with an acquisition.

(2)  We completed a stock split during each of fiscal 2001, fiscal 2000 and fiscal 1999. Each of the stock splits was effected as bonus issues (the Singapore equivalent of a stock dividend). The stock dividend has been reflected in our financial statements for all periods presented unless otherwise noted. All share and per share amounts have been retroactively restated to reflect stock splits.

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DESCRIPTION OF EXISTING INDEBTEDNESS

Senior Credit Facility

      In March 2002, we replaced our existing credit facilities with an $800.0 million Revolving Credit Facility with a syndicate of domestic and foreign banks. The credit facility consisted of two separate credit agreements, one providing for up to $400.0 million principal amount of revolving credit loans to us and one providing for up to $400.0 million principal amount of revolving credit loans to our U.S. subsidiary, Flextronics International USA, Inc. Both agreements are split one-third to a 364-day and two-thirds to a three-year facility. Borrowings under the credit facility bear interest at either, at our option, (i) the base rate (as defined in the credit facility); or (ii) the LIBOR rate (as defined in the credit facility) plus the applicable margin for LIBOR loans ranging between 0.875% and 2.25%, based on our credit ratings and facility usage. We are required to pay a quarterly commitment fee ranging from 0.125% to 0.50% per annum, based on our credit ratings of the unutilized portion of the credit facility.

      The credit facility is unsecured, and contains certain restrictions on our ability to (i) incur certain debt, (ii) make certain investments and (iii) make certain acquisitions of other entities. The credit facility also requires that we maintain certain financial covenants, including, among other things, a maximum ratio of total indebtedness to EBITDA (earnings before interest expense, taxes, depreciation, and amortization), a minimum ratio of fixed charge coverage, and a minimum net worth, as defined, during the term of the credit facility. Borrowings under the credit facility are guaranteed by us and certain of our subsidiaries. As of March 31, 2003, we were in compliance with our covenants.

      In March 2003, we renewed and increased this credit facility from $800.0 million to $880.0 million. Of the total amount of the credit facility, $347.0 million expires in March 2004 and $533.0 million expires in March 2005. As of March 31, 2003, we had no loans outstanding under this credit facility.

      In addition, we maintain smaller credit facilities for a number of our non-U.S. subsidiaries, typically on an uncommitted basis. We have also entered into relationships with financial institutions for the sale of accounts receivable, and for leasing transactions.

9 7/8% and 9 3/4% Senior Subordinated Notes

      General. On June 29, 2000, we issued an aggregate of $500.0 million of 9 7/8% Senior Subordinated Notes and an aggregate of € 150.0 million of 9 3/4% Senior Subordinated Notes pursuant to two separate indentures between Flextronics and J.P. Morgan Trust Company, National Association, as trustee. These notes will mature on July 1, 2010. Interest on the 9 7/8% Senior Subordinated Notes accrues at 9 7/8% per annum and interest on the 9 3/4% Senior Subordinated Notes accrues at 9 3/4% per annum, with such interest payable semi-annually in arrears on January 1 and July 1 of each year.

      Redemption. We may redeem the 9 7/8% and 9 3/4% Senior Subordinated Notes on or after July 1, 2005, at specified redemption prices. We are not required to make mandatory redemption or sinking fund payments with respect to the 9 7/8% and 9 3/4% Senior Subordinated Notes.

      Covenants. The indentures governing the 9 7/8% and 9 3/4% Senior Subordinated Notes restrict, among other things, our ability to pay dividends, redeem capital stock or prepay certain subordinated debt; incur additional debt or issue preferred stock; grant liens; merge, consolidate or transfer substantially all of our assets; enter into certain transactions with affiliates; impose restrictions on any subsidiary’s ability to pay dividends or transfer assets to us; enter into certain sale and leaseback transactions; and permit subsidiaries to guarantee debt.

6 1/2% Senior Subordinated Notes

      General. On May 8, 2003, we issued an aggregate of $400.0 million of 6 1/2% Senior Subordinated Notes pursuant to an indenture between Flextronics and J.P. Morgan Trust Company, National Association, as trustee. These notes will mature on May 15, 2013. Interest on the 6 1/2% Senior Subordinated Notes accrues at

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6 1/2% per annum, with such interest payable semi-annually in arrears on May 15 and November 15 of each year.

      Redemption. We may redeem the 6 1/2% Senior Subordinated Notes on or after May 15, 2008, at specified redemption prices. In addition, at any time on or before May 15, 2006, we may redeem up to 35% of the aggregate principal amount of each of the 6 1/2% Senior Subordinated Notes with the net proceeds of certain public offerings of our ordinary shares. We are not required to make mandatory redemption or sinking fund payments with respect to the 6 1/2% Senior Subordinated Notes.

      Covenants. The indenture governing the 6 1/2% Senior Subordinated Notes restrict, among other things, our ability to pay dividends, redeem capital stock or prepay certain subordinated debt; incur additional debt or issue preferred stock; grant liens; merge, consolidate or transfer substantially all of our assets; enter into certain transactions with affiliates; impose restrictions on any subsidiary’s ability to pay dividends or transfer assets to us; enter into certain sale and leaseback transactions; and permit subsidiaries to guarantee debt.

Convertible Junior Subordinated Notes

      On March 20, 2003, we issued an aggregate of $200.0 million of Convertible Junior Subordinated Notes in a private placement transaction. These notes will mature on March 20, 2008. No interest will accrue or will be payable on these notes. These notes are convertible into our ordinary shares at a conversion price of $10.50 per share and are payable in cash or stock at maturity, at our option. We may redeem these notes on or after March 20, 2006, at 100% of the face amount of the notes.

1% Convertible Subordinated Notes

      On July 31, 2003, we announced the pricing of a private offering of $500 million aggregate principal amount of our 1% Convertible Subordinated Notes due August 1, 2010. The offering is expected to close on August 5, 2003.

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THE EXCHANGE OFFER

Terms of the Exchange Offer; Period for Tendering Old Notes

      We sold the old notes on May 8, 2003 to Citigroup Global Markets Inc., Credit Suisse First Boston LLC, Goldman, Sachs & Co., Deutsche Bank Securities Inc., Lehman Brothers Inc., Banc of America Securities LLC, ABN AMRO Incorporated and Bear, Stearns & Co. Inc., referred to in this prospectus as the “purchasers,” pursuant to a purchase agreement dated May 5, 2003 between us and the purchasers. As set forth in this prospectus and in the accompanying letter of transmittal, we will accept for exchange any and all old notes that are properly tendered on or prior to the expiration date and not withdrawn as permitted below. The term “expiration date” means 5:00 p.m. New York City time on                     , 2003; however, if we extend the period of time for which the exchange offer is open, the term “expiration date” means the latest time and date to which the exchange offer is extended.

      As of the date of this prospectus, $400,000,000 aggregate principal amount of the old notes are outstanding. This prospectus and the accompanying letter of transmittal are first being sent on or about                     , 2003 to all holders of old notes at the addresses set forth in the security register maintained by the trustee or other applicable registrar. Our obligation to accept old notes for exchange is subject to conditions as set forth under “— Conditions to the Exchange Offer” below.

      We expressly reserve the right, at any time or from time to time, to extend the period of time during which the exchange offer is open, and thereby delay acceptance for exchange of any old notes, by mailing written notice of an extension to the holders of old notes as described below. During any extension, all old notes previously tendered will remain subject to the exchange offer and may be accepted for exchange by us. Any old notes not accepted for exchange for any reason will be returned without expense to the tendering holder as promptly as practicable after the expiration or termination of the exchange offer.

      Old notes tendered in the exchange offer must be $1,000 in principal amount or any integral multiple of $1,000.

      We will provide written notice of any extension, amendment, non-acceptance or termination to the holders of the old notes as promptly as practicable. This notice will be mailed to the holders of record of the old notes no later than 9:00 a.m. New York City time, on the next business day after the previously scheduled expiration date of other event giving rise to the notice requirement.

Registration Covenant; Exchange Offer

      We entered into a registration rights agreement with the purchasers pursuant to which we agreed, for the benefit of the holders of the old notes to use our best efforts to:

•  file with the Commission, within 90 days following May 8, 2003, a registration statement (the “exchange offer registration statement”) under the Securities Act relating to an exchange offer pursuant to which notes substantially identical to the old notes, except that such notes will not contain terms with respect to the special interest payments described below or transfer restrictions, would be offered in exchange for the then outstanding notes tendered at the option of the holders of the notes; and

•  cause the exchange offer registration statement to become effective within 150 days following May 8, 2003.

      We have further agreed to commence the exchange offer promptly after the exchange offer registration statement has become effective, hold the offer open for at least 20 business days, and exchange new notes for all notes validly tendered and not withdrawn before the expiration of the offer.

      Under existing Commission interpretations, the new notes would in general be freely transferable after the exchange offer without further registration under the Securities Act, except that broker-dealers (“participating broker-dealers”) receiving new notes in the exchange offer may be subject to a prospectus delivery requirement with respect to resales of the new notes. The Commission has taken the position that participating

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broker-dealers may fulfill their prospectus delivery requirements with respect to the new notes, other than a resale of an unsold allotment from the original sale of the notes, by delivery of the prospectus contained in the exchange offer registration statement. Under the exchange and registration rights agreement, we are required to allow participating broker-dealers and other persons, if any, subject to similar prospectus delivery requirements to use the prospectus contained in the exchange offer registration statement in connection with the resale of the new notes. The exchange offer registration statement will be kept effective for a period of up to 180 days after the exchange offer has been consummated in order to permit resales of new notes acquired by broker-dealers in after-market transactions. Each holder of notes, other than certain specified holders, who wishes to exchange such notes for new notes in the exchange offer will be required to represent that:

•  any new notes to be received by it will be acquired in the ordinary course of its business;

•  at the time of the commencement of the exchange offer it has no arrangement with any person to participate in the distribution, within the meaning of the Securities Act, of the new notes; and

•  it is not Flextronics or an affiliate of Flextronics.

      However, if:

      (1) on or before the date of consummation of the exchange offer, the existing Commission interpretations are changed such that the new notes would not in general be freely transferable in such manner on such date; or

      (2) the exchange offer is not available to any holder of the notes,

we will, in lieu of or, in the case of clause (2), in addition to, effecting registration of new notes, use our reasonable best efforts to cause a registration statement under the Securities Act relating to a shelf registration of the notes for resale by holders or, in the case of clause (2), of the notes held by the purchasers for resale by the purchasers (the “resale registration”) to become effective and to remain effective until two years following the effective date of such registration statement or such shorter period that will terminate when all the securities covered by the shelf registration statement have been sold pursuant to the shelf registration statement.

      We will, in the event of the resale registration, provide to the holder or holders of the applicable notes copies of the prospectus that is a part of the registration statement filed in connection with the resale registration, notify such holder or holders when the resale registration for the applicable notes has become effective and take certain other actions as are required to permit unrestricted resales of the applicable notes. A holder of notes that sells such notes pursuant to the resale registration generally would be required to be named as a selling securityholder in the related prospectus and to deliver a prospectus to purchasers, will be subject to certain of the civil liability provisions under the Securities Act in connection with such sales and will be bound by the provisions of the exchange and registration rights agreement that are applicable to such a holder, including certain indemnification obligations.

      Although we intend to file the registration statement previously described, we cannot assure you that the registration statement will be filed or, if filed, that it will become effective.

      In the event of a registration default, as defined below, then the per annum interest rate on the applicable notes will increase, for the period from the occurrence of the registration default until such time as no registration default is in effect, at which time the interest rate will be reduced to its initial rate, by .25% during the first 90-day period following the occurrence and during the continuation of such registration default, which rate shall increase by an additional .25% for each subsequent 90-day period during which such registration default continues up to a maximum of 1.0% (“additional interest”).

      Each of the following is a “registration default”:

•  we have not filed the registration statement relating to the exchange offer or, if applicable, the resale registration, within 90 days following May 8, 2003; or

•  such registration statement has not become effective within 150 days following May 8, 2003; or

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•  the exchange offer has not been consummated within 180 business days after May 8, 2003; or

•  any registration statement required by the exchange and registration rights agreement is filed and declared effective but shall thereafter cease to be effective, except as specifically permitted in the exchange and registration rights agreement, without being succeeded immediately by an additional registration statement filed and declared effective.

      The summary herein of certain provisions of the exchange and registration rights agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all the provisions of the exchange and registration rights agreement, a copy of which will be available upon request to us.

      The old notes and the new notes will be considered collectively to be a single class for all purposes under the indentures, including, without limitation, waivers, amendments, redemptions and offers to purchase, and for purposes of the Description of Notes and the Exchange Offer (except under this caption “— Registration Covenant; Exchange Offer”) all references herein to “notes” shall be deemed to refer collectively to old notes and any new notes, unless the context otherwise requires.

Interest on Exchange Notes

      Each new note will bear interest from the most recent date to which interest has been paid or duly provided for on the old note surrendered in exchange for a new note or, if no interest has been paid or duly provided for on the old note, from May 8, 2003, the date of issuance of the old note. Holders of the old notes whose old notes are accepted for exchange will not receive accrued interest on the old notes for any period from and after the last interest payment date to which interest has been paid or duly provided for on the old notes prior to the original issue date of the new notes, or, if no interest has been paid or duly provided for, will not receive any accrued interest on the old notes. These holders will be deemed to have waived the right to receive any interest on the old notes accrued from and after that interest payment date or, if no interest has been paid or fully provided for, from and after May 8, 2003. Interest on the notes is payable semi-annually in arrears on each January 1 and July 1.

Procedures for Tendering Old Notes

      To tender in the exchange offer, a holder must complete, sign and date the letter of transmittal, or a facsimile of the letter of transmittal, have the signatures guaranteed if required by the applicable letter of transmittal, and mail or otherwise deliver the letter of transmittal or a facsimile, together with the old notes and any other required documents, to the exchange agent. The exchange agent must receive these documents at the address set forth below prior to 5:00 p.m. New York City time on the expiration date. Delivery of the old notes may be made by book-entry transfer in accordance with the procedures described below. Confirmation of book-entry transfers must be received by the exchange agent prior to the expiration date.

      By executing a letter of transmittal, each holder will make to us the representations set forth below in the fourth paragraph under the heading “— Resale of New Notes.”

      The tender by a holder and the acceptance by us will constitute an agreement between the holder and us in accordance with the terms subject to the conditions set forth in this prospectus and in the letter of transmittal.

      The method of delivery of old notes and the applicable letter of transmittal and all other required documents to the applicable exchange agent is at the election and risk of the holder. Instead of delivery by mail, it is recommended that holders use an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure delivery to the applicable exchange agent before the expiration date. No letter of transmittal or notes should be sent to us. Holders may request their brokers, dealers, commercial banks, trust companies or nominees to effect the above transactions for them.

      Any beneficial owner whose old notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender should contact the registered holder promptly and instruct the registered holder to tender on the beneficial owner’s behalf.

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      Signatures on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed by an eligible institution, as defined below, unless the old notes tendered are:

•  signed by the registered holder, unless the holder has completed the box entitled “Special Exchange Instructions” or “Special Delivery Instructions” on the applicable letter of transmittal; or

•  tendered for the account of an eligible institution.

      In the event that signatures on a letter of transmittal or a notice of withdrawal, as the case may be, are required to be guaranteed, the guarantee must be by a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States, or an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Exchange Act (an “eligible institution”).

      If a letter of transmittal is signed by a person other than the registered holder of any old notes listed on the letter of transmittal, the old notes must be endorsed or accompanied by a properly completed bond power, signed by the registered holder as the registered holder’s name appears on the old notes, with the signature guaranteed by an eligible institution.

      If a letter of transmittal or any old notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or other acting in a fiduciary or representative capacity, the persons should so indicate when signing. Unless waived by us, evidence satisfactory to us of their authority to so act must be submitted with the letter of transmittal.

      All questions as to the validity, form, eligibility, including time or receipt, acceptance of tendered old notes and withdrawal of tendered old notes will be determined by us in our sole discretion. This determination will be final and binding. We reserve the absolute right to reject any and all old notes that are not properly tendered or any old notes our acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the right to waive any defects, irregularities or conditions of tender as to particular old notes. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letters of transmittal, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of old notes must be cured within the time period we determine. Although we intend to notify holders of defects or irregularities with respect to tenders of old notes, none of Flextronics, the exchange agents or any other person will incur any liability for failure to give this notification. Tenders of old notes will not be deemed to have been made until defects or irregularities have been cured or waived. Any old notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the applicable exchange agent to the tendering holders, unless otherwise provided in applicable letter of transmittal, as soon as practicable following the expiration date.

Book-Entry Delivery Procedures

      Promptly after the date of this prospectus, the exchange agent for the old notes will establish accounts with respect to the old notes at DTC for purposes of the exchange offer. Any financial institution that is a participant in the applicable book-entry transfer facility’s systems may make book-entry delivery of the old notes by causing the applicable book-entry transfer facility to transfer old notes into the applicable exchange agent’s account at the book-entry transfer facility in accordance with the book-entry transfer facility’s procedures for transfers. Timely book-entry delivery of old notes pursuant to the exchange offer, however, requires receipt of a book-entry confirmation prior to the expiration date. In addition, to receive new notes for tendered old notes, the applicable letter of transmittal, or a mutually signed facsimile, together with any required signature guarantees and any other required documents, or an agent’s message in connection with a book-entry transfer, must, in any case, be delivered or transmitted to and received by the exchange agent at its address set forth under “— Exchange Agent” below prior to the expiration date. Alternatively, the guaranteed delivery procedures described below must be complied with. Tender will not be considered made until the documents are received by the exchange agent. Delivery of documents to any of the book-entry transfer facilities does not constitute delivery to the exchange agent.

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Tender of Existing Notes Held Through Book-Entry Transfer Facilities

      The exchange agent and each of the book-entry transfer facilities have confirmed that the exchange offer is eligible for each of the book-entry transfer facility’s Automated Tender Offer Program, or ATOP. Accordingly, participants in the book-entry transfer facility’s ATOP may, in lieu of physically completing and signing the letter of transmittal and delivering it to the exchange agent, electronically transmit their acceptance of the exchange offer by causing the book-entry transfer facility to transfer old notes to the exchange agent in accordance with the book-entry transfer facility’s ATOP procedures for transfer. The book-entry transfer facility will then send an agent’s message to the applicable exchange agent.

      The term “agent’s message” means a message transmitted by a book-entry transfer facility, received by exchange agent and forming party of the book-entry confirmation, which states that:

•  the book-entry transfer facility has received an express acknowledgement from a participant in its ATOP that is tendering old notes which are the subject of the book-entry conformation;

•  the participant has received and agrees to be bound by the terms of the letter of transmittal or, in the case of an agent’s message relating to guaranteed delivery, the participant has received and agrees to be bound by the applicable notice of guaranteed delivery; and

•  we may enforce the agreement against the participant.

Guaranteed Delivery Procedure

      Holders who wish to tender their old notes and (1) whose old notes are not immediately available, (2) who cannot deliver their old notes, the applicable letter of transmittal or any other required documents to the applicable exchange agent, or (3) who cannot complete the procedures for book-entry transfer, prior to the expiration date, may effect a tender if:

•  the tender is made through an eligible institution;

•  prior to the expiration date, the applicable agent receives from the eligible institution a properly completed and duly executed notice of guaranteed delivery by facsimile transmission, mail or hand delivery:

•  setting forth the name and address of the holder,

•  setting forth the certificate number(s) of the old notes and the principal amount of old notes tendered, stating that the tender is being made, and

•  guaranteeing that, within three New York Stock Exchange trading days after the expiration date, the letter of transmittal or facsimile together with the certificate(s) representing the old notes or a book-entry confirmation of the old notes into the applicable exchange agent’s account at the applicable book-entry transfer facility and any other documents required by the letter of transmittal, will be deposited by the eligible institution with the applicable exchange agent; and

•  a properly completed and executed letter of transmittal, as well as the certificate(s) representing all tendered old notes in proper form for transfer or a book-entry confirmation transfer of the old notes into the applicable exchange agent’s account at the applicable book-entry transfer facility and all other documents required by the applicable letter of transmittal, are received by the applicable exchange agent within three New York Stock Exchange trading days after the expiration date.

      Upon request to the exchange agent, a notice of guaranteed delivery will be sent to holders who wish to tender their old notes according to the guaranteed delivery procedures set forth above.

Withdrawals of Tenders

      Except as otherwise provided in this prospectus, tenders of old notes may be withdrawn at any time prior to 5:00 p.m. New York City time on the expiration date.

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      To withdraw a tender of old notes in the exchange offer, a written or facsimile transmission notice of withdrawal must be received by the applicable exchange agent at the address set forth below prior to 5:00 p.m. New York City time on the expiration date. Any notice of withdrawal must:

•  specify the name of the person having deposited the old notes to be withdrawn (the “depositor”);

•  identify the old notes to be withdrawn, including the certificates number(s) and principal amount of the old notes or, in the case of old notes transferred by book-entry transfer, the name and number of the account at the applicable book-entry transfer facility to be credited;

•  be signed by the holder in the same manner as the original signature on the letter of transmittal by which the old notes were tendered, including any required signature guarantees, or be accompanied by documents of transfer sufficient to have the trustee or other applicable registrar register transfer of the old notes into the name of the person withdrawing the tender; and

•  specify the name in which any of the old notes are to be registered, if different from that of the depositor.

      All questions as to the validity, form and eligibility, including time or receipt, of the notices will be determined by us. Our determination will be final and binding on all parties. Any old notes so withdrawn will be deemed not to have been validly tendered for purposes of the exchange offer and no new notes will be issued in exchange unless the old notes so withdrawn are validly retendered. Any old notes which have been tendered but which are not accepted for exchange will be returned to their holder without cost to the holder as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn old notes may be retendered by following one of the procedures described above under “— Procedures for Tendering Old Notes” at any time prior to the expiration date.

Conditions to the Exchange Offer

      Notwithstanding any other terms of the exchange offer, we will not be required to accept for exchange, or exchange new notes for, any old notes, and may terminate the exchange offer before the acceptance of the old notes if, in our sole judgment, the exchange offer would violate any law, statute, rule or regulation or an interpretation thereof of the Staff of the Commission. If we determine in our sole discretion that this condition is not satisfied, we may:

•  refuse to accept any old notes and return all tendered old notes to the tendering holders;

•  extend the exchange offer and retain all old notes tendered prior to the expiration date, subject, however, to the rights of holders to withdraw the old notes (see “— Withdrawals of Tenders”); or

•  waive the unsatisfied conditions with respect to the exchange offer and accept all validly tendered old notes which have not been withdrawn. If the waiver constitutes a material change to the exchange offer, we will promptly disclose the waiver by means of a prospectus supplement that will be distributed to the registered holders, and we will extend the exchange offer for a period of five to ten business days, depending upon the significance of the waiver and the manner of disclosure to the registered holders, if the exchange offer would otherwise expire during that five to ten business-day period.

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Exchange Agent

      J.P. Morgan, National Association has been appointed as the exchange agent for the exchange offer of the old notes. All executed letters of transmittal should be directed to Frank Ivins at the address as follows:

By mail or by hand:

J.P. Morgan Trust Company, National Association, Exchange Agent

Institutional Trust Services

2001 Bryan Street, 9th Floor

Dallas, Texas 75202

By Facsimile: (214) 468-6494

Confirm Facsimile by Telephone: (214) 468-6464

      Questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal and requests for notices of guaranteed delivery should be directed to the applicable exchange agent, addressed as follows:

By mail or by hand:

J.P. Morgan Trust Company, National Association

Institutional Trust Services

560 Mission Street, 13th Floor

San Francisco, California 94105

By Facsimile: (415) 315-7533

Confirm Facsimile by Telephone: (415) 315-7585

      Delivery of a letter of transmittal to an address other than that for the exchange agent as set forth above or transmission of instructions via facsimile other than as set forth above does not constitute a valid delivery of a letter of transmittal.

Fees and Expenses

      We will not make any payment to brokers, dealers or others soliciting acceptances of the exchange offer.

Transfer Taxes

      Holders who tender their old notes for exchange generally will not be obligated to pay any transfer tax in connection with the exchange. However, holders who instruct us to register new notes in the name of a person other than the registered tendering holders, or request that old notes not tendered or not accepted in the exchange offer be returned to a person other than the registered tendering holder, will be responsible for the payment of any applicable transfer tax.

Accounting Treatment

      The new notes will be recorded at the same carrying value as the old notes. This is the aggregate principal amount of the old notes, as reflected in our accounting records on the date of exchange. Accordingly, no gain or loss for accounting purposes will be recognized in connection with the exchange offer. The expenses of the exchange offer will be amortized over the term of the new notes.

Appraisal Rights

      Holders of old notes will not have dissenters’ rights or appraisal rights in connection with the exchange offer.

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Resale of New Notes

      The new notes are being offered to satisfy our obligations contained in the registration rights agreement. We are making the exchange offer in reliance on the position of the Staff of the Securities and Exchange Commission as set forth in the Exxon Capital No-Action Letter, the Morgan Stanley No-Action Letter, the Shearman & Sterling No-Action Letter, and other interpretive letters addressed to third parties in other transactions. However, we have not sought our own interpretive letter addressing these matters and there can be no assurance that the Staff of the Commission would make a similar determination with respect to the exchange offer as it has in those interpretive letters to third parties. Based on these interpretations by the Staff of the Commission, and subject to the two immediately following sentences, we believe that new notes issued pursuant to this exchange offer in exchange for old notes may be offered for resale, resold and otherwise transferred by holders, other than a holder who is a broker-dealer, without further compliance with the registration and prospectus delivery requirements of the Securities Act, provided that:

•  the new notes are acquired in the ordinary course of the holder’s business; and

•  the holder is not participating, and has no arrangement or understanding with any person to participate, in a distribution within the meaning of the Securities Act of the new notes.

      However, any holder who:

•  our “affiliate,” within the meaning of Rule 405 under the Securities Act;

•  does not acquire new notes in the ordinary course of its business;

•  intends to participate in the exchange offer for the purpose of distributing new notes; or

•  is a broker-dealer who purchased old notes directly from us;

will not be able to rely on the interpretations of the Staff set forth in the above-mentioned interpretive letters; will not be permitted or entitled to tender old notes in the exchange offer; and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or other transfer of old notes unless the sale is made pursuant to an exemption from those requirements.

      In addition, as described below, if any broker-dealer holds old notes acquired for its own account as a result of market-making or other trading activities and exchanges the old notes for new notes (a “participating broker-dealer”), the participating broker-dealer may be deemed to be a statutory “underwriter” within the meaning of the Securities Act and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of new notes. See “Plan of Distribution.”

      Each holder who wishes to exchange old notes for new notes in the exchange offer will be required to represent that:

•  it is not our affiliate;

•  any new notes to be received by it are being acquired in the ordinary course of its business; and

•  it has no arrangement or understanding with any person to participate in a distribution, within the meaning of the Securities Act, of new notes.

      Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must:

•  acknowledge that it acquired the old notes for its own account as a result of market-making activities or other trading activities, and not directly from us; and

•  agree that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of new notes.

      The letters of transmittal state that by so acknowledging and by delivering a prospectus, a participating broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. Based on the position taken by the Staff in the interpretive letters referred to above, we believe that participating broker-dealers may fulfill their prospectus delivery requirements with respect to the new notes

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received upon exchange of old notes with a prospectus meeting the requirements of the Securities Act, which may be the prospectus prepared for an exchange offer so long as it contains a description of the plan of distribution with respect to the resale of new notes. Accordingly, this prospectus, as it may be amended or supplemented from time to time, may be used by a participating broker-dealer during the period referred to below in connection with the resales of new notes received in exchange for old notes where the old notes were acquired by the participating broker-dealer for its own account as a result of market-making or other trading activities.

      Subject to provisions set forth in the registration rights agreement, we shall use our best efforts to:

•  keep the exchange offer registration statement continuously effective, supplemented and amended to the extent necessary to ensure that it is available for sales of new notes by participating broker-dealers; and

•  ensure that the exchange offer registration statement conforms with the requirements of the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending upon the earlier of 180 days after the exchange offer has been completed or at the time the participating broker-dealers no longer own any transfer restricted securities. See “Plan of Distribution.”

      Any participating broker-dealer who is an affiliate of us may not rely on the interpretive letters and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

      Each participating broker-dealer who surrenders old notes pursuant to the exchange offer will be deemed to have agreed, by execution of a letter of transmittal, that, upon receipt of notice from us of the occurrence of any event or the discovery of any fact which makes any statement contained or incorporated by reference in this prospectus untrue in any material respect or which causes this prospectus to omit to state a material fact necessary in order to make the statements contained or incorporated by reference in this prospectus, in light of the circumstances under which they were made, not misleading or of the occurrence of other events specified in the registration rights agreement, the participating broker-dealer will suspend the sale of new notes pursuant to this prospectus until we have amended or supplemented this prospectus to correct the misstatement or omission and have furnished copies of the amended or supplemented prospectus to the participating broker-dealer or we have given notice that the sale of the new notes may be resumed, as the case may be.

Consequences of Failure to Exchange Old Notes

      Any old notes tendered and exchanged in the exchange offer will reduce the aggregate principal amount of old notes outstanding. Following the consummation of the exchange offer, holders who did not tender their old notes generally will not have any further registration rights under the registration rights agreement, and these old notes will continue to be subject to restrictions on transfer. Accordingly, the liquidity of the market for the old notes may diminish. The old notes are currently eligible for sale under Rule 144A through the Portal Market. Because we anticipate that most holders will elect to exchange their old notes for new notes due to the absence of most restrictions on the resale of new notes, we believe that the liquidity of the market for any old notes remaining outstanding after the exchange offer may be substantially limited.

      As a result of the making and completion of the exchange offer, we will have fulfilled our obligations under the registration rights agreement, and holders who do not tender their old notes generally will not have any further registration rights or rights to receive the additional interest specified in the registration rights agreement for our failure to register the new notes.

      The old notes that are not exchanged for new notes will remain restricted securities. Accordingly, the old notes may be resold only:

•  to us or one of our subsidiaries;

•  to a qualified institutional buyer;

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•  to an institutional accredited investor;

•  to a party outside the United States under Regulation S under the Securities Act;

•  under an exemption from registration provided by Rule 144 under the Securities Act; or

•  under an effective registration statement.

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DESCRIPTION OF NOTES

General

      The old notes were, and the new notes will be, governed by an indenture dated as of May 8, 2003, between us and J.P. Morgan Trust Company, National Association, as trustee. We refer to J.P. Morgan Trust Company in this prospectus as trustee. The following summary of the material provisions of the indenture does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all provisions of the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939. A copy of the indenture may be obtained from us. The definitions of certain terms used in the following summary are set forth below under “— Certain Definitions.”

Terms of Notes

      The notes will be limited to $400,000,000 million in aggregate principal amount, and will mature on May 15, 2013. The notes will not be entitled to any sinking fund. The notes will be redeemable at our option as described below under “— Redemption.”

      The notes will bear interest from the date of issuance at the yearly rate set forth on the cover page of this prospectus payable semi-annually in arrears on May 15 and November 15 of each year commencing on November 15, 2003. Interest payments will be made to holders of record at the close of business on the May 1 and November 1 immediately preceding such interest payment date until the principal is paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. The circumstances under which the interest rate may increase from the rate set forth on the cover page of this prospectus are described under “— Registration Covenant; Exchange Offer.”

      Principal of, premium, if any, and interest on the notes will be payable at the office or agency of the trustee maintained for such purpose within the City and State of New York or, at our option, payment of interest may be made by check mailed to the holders of the notes at their addresses set forth in the register of holders of notes; provided that for any holders who have given us wire instructions, all payments of principal of, premium, if any, and interest must be made by wire transfer of immediately available funds to the accounts specified in the wire instructions. Until we designate otherwise, our office or agency in New York will be the office of the trustee maintained for that purpose.

      The notes will be issued only in fully registered form, without coupons, in denominations of $1,000 and any integral multiple of $1,000. Initially, the notes will be issued in the form of one or more global notes. See “— Form, Denomination, Book-Entry Procedures and Transfer.” No service charge will be made for any registration of transfer or exchange of notes, but we may require payment of a sum sufficient to cover any transfer tax or other similar governmental charge payable in connection therewith.

      All references herein to payments of principal of, premium, if any, and interest on the notes shall be deemed to include any applicable Additional Amounts that may become payable in respect of the notes. See “— Payment of Additional Amounts.”

Subordination

      The notes are our unsecured obligations and, for purposes of right of payment, are ranked behind all of our current and future senior debt, including our obligations under our credit facility. The notes rank equally with any existing and future senior subordinated indebtedness and rank ahead of all of our other subordinated indebtedness. As of March 31, 2003, we have approximately $102.6 million of Senior Debt outstanding, $1.2 billion of senior subordinated debt outstanding, including the Existing Debt and, through our subsidiaries, have additional liabilities (including trade payables and capital lease obligations) aggregating approximately $2.8 billion, which would rank ahead, or effectively ahead, as the case may be, in right of payment to the notes.

      We have a credit facility, under which we and our specified subsidiaries may borrow up to an aggregate of $880.0 million of revolving credit loans, subject to compliance with certain covenants and financial ratios. We have guaranteed the obligations of specified subsidiaries under the credit facility. Our senior debt is comprised

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of our borrowings under our credit facility, and our guarantees of borrowings by our subsidiaries. We may to increase the size of our credit facility, or enter into additional credit facilities, if necessary to fund anticipated growth in our operations. We cannot provide any assurances that we will be able to complete any such transaction, or as to its potential terms. See “Description of Existing Indebtedness.”

      We are a holding company with no business operations other than:

•  holding the equity interests of our subsidiaries; and

•  advancing funds to, and receiving funds from, our subsidiaries.

      In repaying our indebtedness, including the notes, we must rely on dividends and other payments made to us by our subsidiaries.

      The holders of the notes will have no direct claims against our subsidiaries. The ability of our subsidiaries to make payments to us will be affected by the obligations of those subsidiaries to their creditors. Claims of holders of our debt, including the notes, against the cash flow and assets of our subsidiaries will be effectively subordinated to claims of creditors of our subsidiaries.

      In addition, the rights of the holders of the notes to participate in the assets of any of our subsidiaries upon that subsidiary’s liquidation or recapitalization will be subject to the prior claims of the subsidiary’s creditors. The ability of our subsidiaries to make payments to us will also be subject to, among other things, applicable state and foreign corporate laws and other laws and regulations. In order to pay the principal amount at maturity of the notes, we may be required to adopt one or more alternatives, such as a refinancing of the notes. See “Risk Factors — Our structure as a holding company will limit the ability of the holders of the notes to recover any principal and interest due on the notes because they are effectively subordinated to the liabilities of our subsidiaries.”

      Upon any distribution to our creditors in a total or partial liquidation, winding up, reorganization or dissolution or in a bankruptcy, reorganization, insolvency, receivership, or similar proceeding, the holders of senior debt will be entitled to receive payment in full in cash of all obligations due in respect of such senior debt (including interest after the commencement of any such proceeding at the rate specified in the applicable senior debt) before the holders of the notes will be entitled to receive any payment with respect to the notes, and until all obligations with respect to senior debt are paid in full in cash, any distribution to which the holders of the notes would be entitled shall instead be made to the holders of senior debt.

      We also may not make any payment on the notes if:

•  a default in the payment of the principal of, premium, if any, or interest on designated senior debt occurs and is continuing beyond any applicable period of grace; or

•  any other default occurs and is continuing with respect to designated senior debt that permits holders of that debt to accelerate the maturity and the trustee receives a notice of this default (a “payment blockage notice”).

      Payments on the notes may and shall be resumed:

•  in the case of a payment default, upon the date on which such default is cured or waived; and

•  in case of a nonpayment default, the earlier of (1) the date on which such nonpayment default is cured or waived, (2) 179 days after the date on which the applicable payment blockage notice is received, (3) the date the designated senior debt shall have been discharged or paid in full in cash, or (4) the date the payment blockage period shall have been terminated by written notice from the holders of the designated senior debt initiating the payment blockage period.

      No new period of payment blockage may be commenced unless and until 360 days have elapsed since the effectiveness of the immediately prior payment blockage notice. No nonpayment default that existed on the date of delivery of any payment blockage notice shall be the basis for a subsequent payment blockage notice unless such default shall have been cured or waived for a period of not less than 90 days.

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      The indenture further requires that the trustee provide the holders of Designated Senior Debt at least 10 days prior written notice of any acceleration of the maturity of the notes.

      As a result of the subordination provisions described above, in the event of a liquidation or insolvency, holders of the notes may recover less ratably than our creditors who are holders of senior debt.

Redemption

Optional Redemption

      The notes will be redeemable at our option, in whole or in part, at any time on or after May 15, 2008, upon not less than 30 nor more than 60 days’ notice, at the redemption prices, expressed as percentages of principal amount, set forth below plus accrued and unpaid interest thereon to the applicable redemption date, if redeemed during the twelve-month period beginning on May 15, of the years indicated below:

Year	Percentage
2008		103.250	%
2009		102.167	%
2010		101.083	%
2011 and thereafter		100.000	%

      We are not required to make mandatory redemption or sinking fund payments with respect to the notes.

Optional Redemption After Ordinary Shares Offering

      Notwithstanding the foregoing, prior to May 15, 2006, we may on any one or more occasions redeem up to an aggregate of $140.0 million in aggregate principal amount of the notes at a redemption price of 106.5% of the principal amount thereof, plus accrued and unpaid interest thereon to the redemption date, with the net cash proceeds of a public or private offering of our ordinary shares, which we refer to as an equity sale; provided that:

•  at least $260.0 million in aggregate principal amount of the notes remains outstanding immediately after the occurrence of the redemption; and

•  the redemption occurs within 90 days of the date of the closing of the equity sale.

Optional Redemption in Circumstances Involving Taxation

      We may, at our option, redeem the notes in whole at any time at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date fixed for redemption (the “tax redemption price”) if a change in tax law occurs.

      A change in tax law is any change in or any amendment to the laws, including any applicable double taxation treaty or convention, of Singapore, or any other jurisdiction, as defined below under “— Payment of Additional Amounts,” or of any political subdivision or taxing authority thereof, affecting taxation, or any

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change in the application or interpretation or official position regarding the application of such laws, double taxation treaty or convention that:

•  becomes effective on or after May 8, 2003 or, in some circumstances, a later date on which any of our assignees or the assignee of one of our successor corporations becomes such as permitted under the indentures; and

•  would require that we, our assignee or any relevant successor make payments of additional amounts on the next succeeding date for the payment thereof following the determination by us, our assignee or any relevant successor that the effect of the change in tax law cannot be avoided through any reasonable measures available to us.

Selection and Notice

      If fewer than all of the notes are to be redeemed at any time, the trustee will select notes for redemption in compliance with the requirements of the principal national securities exchange, if any, on which the notes are listed, or, if the notes are not so listed, on a pro rata basis, by lot or by such method as the trustee shall deem fair and appropriate; provided that no notes of $1,000 or less shall be redeemed in part.

      Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each holder of notes to be redeemed at its registered address. Notices of redemption may not be conditional.

      If any note is to be redeemed in part only, the notice of redemption that relates to such note shall state the portion of the principal amount to be redeemed. A new note in principal amount equal to the unredeemed portion will be issued in the name of the holder of the note upon cancellation of the original note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on the notes or portions of them called for redemption.

Repurchase at the Option of Holders Upon Change of Control

      Upon the occurrence of a change of control, each holder of notes will have the right to require us to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000) of such holder’s notes pursuant to the offer described below (the “change of control offer”) at an offer price in cash equal to 101% of the aggregate principal amount, plus accrued and unpaid interest on the notes, if any, to the date of purchase (the “change of control payment”).

      Within 30 days following any change of control, we will mail a notice to each holder of notes describing the change of control and offering to repurchase notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date the notice is mailed (the “change of control payment date”). We will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the notes as a result of a change of control.

      On the change of control payment date, we will, to the extent lawful:

•  accept for payment all notes or portions thereof properly tendered pursuant to the change of control offer;

•  deposit with the paying agent an amount equal to the change of control payment in respect of all notes or portions thereof so tendered; and

•  deliver or cause to be delivered to the trustee the notes so accepted, together with an officers’ certificate stating the aggregate principal amount of notes or portions thereof being purchased by us.

      The paying agent will promptly mail to each holder of notes so tendered the change of control payment for such notes, and the trustee will promptly authenticate and mail, or cause to be transferred by book entry, to each holder a new note equal in principal amount to any unpurchased portion of the notes surrendered, if any. However, each such new note must be in a principal amount of $1,000 or an integral multiple of $1,000. The

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indenture provides that, prior to complying with the provisions of this covenant, but in any event within 90 days following a change of control, we will either repay in full in cash all outstanding senior debt or obtain the requisite consents, if any, under all agreements governing outstanding senior debt to permit the repurchase of notes required by this covenant. We will publicly announce the results of the change of control offer on or as soon as practicable after the change of control payment date.

      The change of control provisions described above will be applicable whether or not any other provisions of the indenture are applicable. Except as described above with respect to a change of control, the indenture does not contain provisions that permit the holders of the notes to require that we repurchase or redeem the notes in the event of a takeover, recapitalization, or similar transaction.

      Our credit facility restricts our ability to purchase any notes and other senior subordinated or subordinated debt, and also provides that some change of control events constitute a default under the credit facility. any future credit agreements or other agreements relating to senior debt to which we become a party may contain similar restrictions and provisions. In the event any restrictions would prohibit us from repurchasing notes upon a change of control, we could seek the consent of our lenders to the purchase of notes or could attempt to refinance the borrowings that contain such restrictions. If we do not obtain such a consent or repay such borrowings, we will remain prohibited from purchasing notes, In this case, our failure to purchase tendered notes would constitute an event of default under the indenture which would, in turn, constitute a default under the credit facility. In such circumstances, the subordination provisions in the indenture would likely restrict payments to the holders of notes.

      We will not be required to make a change of control offer upon a change of control if a third party makes the change of control offer in the manner, at the times and otherwise in compliance with the requirements set forth in the indenture applicable to a change of control offer made by us and purchases all notes validly tendered and not withdrawn under such change of control offer.

      “Change of Control” means the occurrence of any of the following:

•  the sale, lease, transfer, conveyance or other disposition, in one or a series of related transactions, of all or substantially all of our assets and those of our subsidiaries taken as a whole to any “person,” as used in Section 13(d)(3) of the Exchange Act;

•  our adoption of a plan relating to our liquidation or dissolution;

•  the consummation of any transaction, including any merger or consolidation, the result of which is that any “person,” as defined above, becomes the “beneficial owner,” as defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act, directly or indirectly, of more than 50% of our voting stock, measured by voting power rather than number of shares; or

•  the first day on which a majority of the members of our board of directors are not continuing directors.

      “Continuing Director” means, as of any date of determination, any member of our board of directors who was:

•  a member of our board of directors on the date of the indenture; or

•  was nominated for election or elected to our board of directors with the approval of a majority of the continuing directors who were members of our board at the time of the nomination or election and who voted with respect to the nomination or election; provided that a majority of the members of the board voting with respect thereto shall at the time have been continuing directors.

      The change of control provision of the notes may in certain circumstances make it more difficult or discourage a takeover of us and, as a result, may make removal of incumbent management more difficult. The change of control provision, however, is not the result of our knowledge of any specific effort to accumulate our shares or to obtain control of us by means of a merger, tender offer, solicitation or otherwise, or part of a plan by management to adopt a series of anti-takeover provisions. Instead, the change of control provision is a result of negotiations between the Initial Purchasers and us. We are not presently in discussions or negotiations with

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respect to any pending offers which, if accepted, would result in a transaction involving a change of control, although it is possible that we would decide to do so in the future.

      The provisions of the indenture would not necessarily afford holders of the notes protection in the event of a highly leveraged transaction, reorganization, restructuring, merger, or similar transaction involving us that may adversely affect holders of the notes.

      The definition of change of control includes a phrase relating to the sale, lease, transfer, conveyance, or other disposition of “all or substantially all” of our assets and those of our subsidiaries taken as a whole. Although there is a developing body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of notes to require us to repurchase notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of our assets and those of our subsidiaries taken as a whole to another person or group may be uncertain.

Certain Covenants

Restricted Payments

      The indenture provides that we will not, and will not permit any of our restricted subsidiaries to, directly or indirectly, make a restricted payment, as defined below, unless, at the time of and after giving effect to the restricted payment:

•  no default or event of default shall have occurred and be continuing or would occur as a consequence of the payment;

•  we would, at the time of the restricted payment and after giving pro forma effect to that restricted payment as if the restricted payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional debt pursuant to the covenant described below under the caption “— Incurrence of Debt and Issuance of Preferred Stock;” and

•  the restricted payment, together with the aggregate amount of all other restricted payments made by us and our restricted subsidiaries after the date of the indenture, excluding restricted payments permitted by clause (2) of the penultimate paragraph of this covenant, is less than the sum of:

•  50% of our consolidated net income or, if consolidated net income shall be a loss, minus 100% of the loss, of for the period, taken as one accounting period, from and including the fiscal quarter commencing June 30, 2000 to the end of our most recently ended fiscal quarter for which internal financial statements are available at the time of such restricted payment, plus

•  100% of the aggregate fair market value received by us from the issue or sale since the date of the indenture of our capital stock, other than disqualified stock, or of our disqualified stock or debt securities that have been converted into our capital stock, other than capital stock or disqualified stock or convertible debt securities, sold to one of our restricted subsidiaries and other than disqualified stock or convertible debt securities that have been converted into disqualified stock, plus

•  $25.0 million.

      Each of the following is a “restricted payment”:

•  the declaration or payment of any dividend or the making of any other payment or distribution on account of our or any of our restricted subsidiaries’ equity interests, including, without limitation, any payment in connection with any merger or consolidation involving us, or to the direct or indirect holders of our or any of our restricted subsidiaries’ equity interests in their capacity as such, other than dividends or distributions payable in our equity interests, other than disqualified stock, except to the extent the entirety of the dividend or distribution is actually paid to us or one of our restricted subsidiaries, and in the case of a dividend or distribution by any of our non-wholly owned restricted subsidiaries, to any other holder of equity interests of that non-wholly owned restricted subsidiary on a pro rata basis;

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•  the purchase, redemption or other acquisition or retirement for value, including without limitation, in connection with any merger or consolidation involving us, any of our equity interests or any direct or indirect parent of us,

•  the making any payment on or with respect to, or purchase, redemption, defeasement or other acquisition or retirement for value, of any subordinated debt, except a payment of interest or principal at stated maturity; or

•  the making of any restricted investment.

      The foregoing provisions do not prohibit:

      (1) the payment of any dividend within 60 days after the date of declaration of the dividend, if at the date of declaration the payment would have complied with the provisions of the indenture;

      (2) the redemption, repurchase, retirement or other acquisition of any of our equity interests or of any of our subsidiaries or any subordinated debt, in each case in exchange for, or out of the net proceeds of the substantially concurrent sale, other than to one of our subsidiaries, of, other equity interests of ours, other than any disqualified stock; provided, however, that the amount of any of the net proceeds that are used for any redemption, repurchase, retirement or other acquisition shall be excluded from clause (2) of the immediately preceding paragraph; and

      (3) the redemption, repurchase, refinancing or defeasance of subordinated debt in exchange for, or with the net cash proceeds from, an incurrence of permitted refinancing debt.

      The amount of all restricted payments, other than cash, shall be the fair market value on the date of the restricted payment of the asset(s) or securities proposed to be transferred or issued by us or the subsidiary, as the case may be, pursuant to the restricted payment. The fair market value of any non-cash restricted payment having a fair market value in excess of $10.0 million shall be determined by our board of directors, whose resolution with respect thereto shall be delivered to the trustee. Not later than the date of making any restricted payment, we shall deliver to the trustee an officers’ certificate stating that the restricted payment is permitted and setting forth the basis upon which the calculations required by the covenant “Restricted Payments” were computed.

Incurrence of Debt and Issuance of Preferred Stock

      The indenture provides that we will not, and will not permit any of our restricted subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any debt, including acquired debt, and that we will not permit any of our restricted subsidiaries to issue any shares of preferred stock. However, we and any of our restricted subsidiaries may incur debt, including acquired debt, if the fixed charge coverage ratio for our and our restricted subsidiaries’ most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which the additional debt is incurred would have been at least 2.0 to 1.0, determined on a pro forma basis, including a pro forma application of the net proceeds of the additional debt, as if the additional debt had been incurred at the beginning of the four-quarter period.

      The provisions of the first paragraph of this covenant will not apply to the incurrence of any of the following items of debt (collectively, “permitted debt”):

      (1) the incurrence by us or any of our restricted subsidiaries of credit facility debt and letters of credit, with letters of credit being deemed to have a principal amount equal to our maximum potential liability and that of our restricted subsidiaries thereunder, under credit agreements; provided that the aggregate principal amount of all credit facility debt outstanding under all credit agreements and incurred pursuant to this clause (1), after giving effect to the incurrence, including all permitted refinancing debt incurred to refund, refinance or replace any other debt incurred pursuant to this clause (1), together with all amounts outstanding under clause (2) below, does not exceed the greater of $700.0 million and the borrowing base as of the most recent fiscal quarter ended for which financial statements are available;

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      (2) the incurrence by us or any of our restricted subsidiaries of receivables program debt in an aggregate amount at any one time outstanding not to exceed, together with the amounts outstanding under clause (1) above, the greater of $700.0 million or the borrowing base as of the most recent fiscal quarter ended for which financial statements are available;

      (3) the incurrence by us and our restricted subsidiaries of existing debt;

      (4) the incurrence by us or any of our restricted subsidiaries of debt represented by the notes;

      (5) the incurrence by us or any of our restricted subsidiaries of permitted refinancing debt in exchange for, or the net proceeds of which are used to refund, refinance or replace, debt that was permitted by the indenture to be incurred;

      (6) the incurrence by us or any of our restricted subsidiaries of intercompany debt between or among us and any of our wholly owned restricted subsidiaries; provided, however, that (i) if we are the obligor on the debt, (ii) the debt is expressly subordinated to the prior payment in full in cash of all obligations with respect to the notes, and (iii)(A) any subsequent issuance or transfer of equity interests that results in any of the debt being held by a person other than us or a wholly owned restricted subsidiary and (B) any sale or other transfer of any of the debt to a person that is not either us or a wholly owned restricted subsidiary shall be deemed, in each case, to constitute an incurrence of debt by us or the restricted subsidiary, as the case may be;

      (7) the incurrence by us or any of our restricted subsidiaries of hedging obligations that are incurred for the purpose of fixing or hedging interest rate risk with respect to any floating rate debt that is permitted by the terms of the indenture to be outstanding or for the purpose of fixing or hedging currency exchange risk with respect to any currency exchanges;

      (8) capitalized lease obligations and purchase money obligations of Flextronics and our restricted subsidiaries in aggregate principal amount, or accreted value, as applicable, at any time outstanding not to exceed 10% of total assets;

      (9) guarantees by us or any of our restricted subsidiaries of our debt or any restricted subsidiary permitted to be incurred under another provision of this covenant;

      (10) our debt or that of any restricted subsidiary in respect of performance bonds, bankers’ acceptances, trade letters of credit, surety bonds and guarantees provided by us or any restricted subsidiary in the ordinary course of business, not to exceed at any given time 2.5% of total assets; and

      (11) the incurrence by us or any of our restricted subsidiaries of additional debt in an aggregate principal amount, or accreted value, as applicable, at any time outstanding, including all permitted refinancing debt incurred to refund, refinance or replace any other debt incurred pursuant to this clause (11), not to exceed $50.0 million.

      For purposes of determining compliance with this covenant, in the event that an item of debt meets the criteria of more than one of the categories of permitted debt described in clauses (1) through (11) above or is entitled to be incurred pursuant to the first paragraph of this covenant, we shall, in our sole discretion, classify all or any portion of that item of debt in any manner that complies with this covenant and that item of debt or portion thereof will be treated as having been incurred pursuant to only one of such clauses or pursuant to the first paragraph of this covenant. Accrual of interest, the accretion of accreted value and the payment of interest in the form of additional debt will not be deemed to be an incurrence of debt for purposes of this covenant.

Liens

      The indenture provides that we will not, and will not permit any of our restricted subsidiaries to create, incur, assume or suffer to exist any lien that secures obligations under any pari passu debt or subordinated debt on any of our assets or properties or the assets or properties of that restricted subsidiary, or any income or profits therefrom, or assign or convey any right to receive income therefrom, unless the notes are equally and

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ratably secured with the obligations so secured or until such time as the obligations are no longer secured by a lien.

Merger, Consolidation or Sale of Assets

      The indenture provides that we will not consolidate or merge with or into, whether or not we are the surviving corporation, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of our properties or assets in one or more related transactions, to another corporation, person or entity unless:

•  we are the surviving corporation or the entity or the person formed by or surviving the consolidation or merger, if other than us, or to which the sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of either (1) the United States, any state thereof, the District of Columbia or Singapore or (2) a subject country, in which case we will have satisfied our obligations as set forth below under the caption “— Restrictions upon Reincorporating, Merging or Consolidating into a Subject Country;”

•  the entity or person formed by or surviving the consolidation or merger, if other than us, or the entity or person to which the sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all of our obligations under the notes and the indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the trustee;

•  immediately after the transaction no default or event of default exists; and

•  except in the case of the merger of us with or into one of our wholly owned restricted subsidiaries, we or the entity or person formed by or surviving any consolidation or merger, if other than us, or to which the sale, assignment, transfer, lease, conveyance or other disposition shall have been made:

•  will have consolidated net worth immediately after the transaction equal to or greater than our consolidated net worth immediately preceding the transaction; and

•  will, at the time of the transaction and after giving pro forma effect thereto as if the transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional debt pursuant to the fixed charge coverage ratio test set forth in the first paragraph of the covenant described above under the caption “— Incurrence of Debt and Issuance of Preferred Stock.”

Transactions with Affiliates

      The indenture provides that we will not, and will not permit any of our restricted subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of our properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any affiliate (each of the foregoing, an “affiliate transaction”), unless:

      (1) the affiliate transaction is on terms that are no less favorable to us or the relevant restricted subsidiary than those that would have been obtained in a comparable transaction by us or the restricted subsidiary with an unrelated person; and

      (2) we deliver to the trustee, with respect to any affiliate transaction or series of related affiliate transactions involving aggregate consideration in excess of $10.0 million, a resolution of our board of directors setting forth in an officers’ certificate certifying that the affiliate transaction complies with clause (1) above and that the affiliate transaction has been approved by a majority of the disinterested members of our board of directors.

      However, the following shall not be deemed to be affiliate transactions:

•  any employment agreement or compensation arrangement entered into by us or any of our restricted subsidiaries in the ordinary course of business and consistent with our past practice or that of the restricted subsidiary that is not otherwise prohibited by the indenture;

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•  transactions between or among us and/or our restricted subsidiaries that are not otherwise prohibited by the indenture;

•  restricted payments and permitted investments that are permitted by the provisions of the indenture described above under the caption “— Restricted Payments;” and

•  indemnification of officers and directors.

Dividend and Other Payment Restrictions Affecting Subsidiaries

      The indenture provides that we will not, and will not permit any of our restricted subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any restricted subsidiary to:

      (1) pay dividends or make any other distributions to us or any of our restricted subsidiaries on our capital stock or with respect to any other interest or participation in, or measured by, our profits, or pay any indebtedness owed to us or any of our restricted subsidiaries;

      (2) make loans or advances to us or any of our restricted subsidiaries; or

      (3) transfer any of our properties or assets to us or any of our restricted subsidiaries, except for encumbrances or restrictions existing under or by reason of:

•  existing debt as in effect on the date of the indenture;

•  the credit facility as in effect as of the date of the indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the credit facility, provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are not more restrictive taken as a whole with respect to the dividend and other payment restrictions than those contained in the existing debt as in effect on the date of the indenture, as determined by our board of directors in our reasonable and good faith judgment;

•  the indenture and the notes;

•  applicable law;

•  any instrument governing debt or capital stock of a person acquired by us or any of our restricted subsidiaries as in effect at the time of the acquisition, except to the extent the debt was incurred in connection with or in contemplation of the acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person, or the property or assets of the person, so acquired, provided that, in the case of debt, the debt was permitted by the terms of the indenture to be incurred;

•  customary non-assignment provisions in leases and other agreements entered into in the ordinary course of business and consistent with past practices, restricting assignment or restricting transfers of non-cash assets;

•  purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (3) above on the property so acquired;

•  permitted refinancing debt, provided that the restrictions contained in the agreements governing the permitted refinancing debt are not more restrictive taken as a whole than those contained in the agreements governing the debt being refinanced, as determined by our board of directors in its reasonable and good faith judgment;

•  contracts for the sale of assets;

•  customary provisions in agreements with respect to permitted joint ventures;

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•  any debt or any agreement pursuant to which the debt was issued if (1) the encumbrance or restriction applies only upon a payment or financial covenant default or event of default contained in the debt or agreement, and (2) the encumbrance or restriction is not materially more disadvantageous to the holders of the notes than is customary in comparable financings, as determined in good faith by our board of directors; or

•  reasonable and customary borrowing base, net worth and similar covenants set forth in agreements evidencing debt otherwise permitted by the indenture.

Designation of Unrestricted Subsidiaries

      Our board of directors may designate any subsidiary to be an unrestricted subsidiary if:

•  that designation would not cause a default;

•  we will, on the date of the designation after giving pro forma effect to the designation as if the designation had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional indebtedness pursuant to the fixed charge coverage ratio test set forth in the first paragraph of the covenant under the caption “— Incurrence of Debt and Issuance of Preferred Stock;” and

•  we would be permitted to make an investment equal to the sum of the (1) fair market value, as determined in good faith by our board of directors, of the capital stock of the subsidiary plus (2) the amount of debt the subsidiary owes to us, pursuant to the first paragraph of the covenant under the caption “— Restricted Payments.”

Asset Sales

      The indenture provides that we will not, and will not permit any of our restricted subsidiaries to, consummate an asset sale unless:

•  we or the restricted subsidiary, as the case may be, receives consideration at the time of the asset sale at least equal to the fair market value, evidenced by a resolution of our board of directors set forth in an officers’ certificate delivered to the trustee, of the assets or equity interests issued or sold or otherwise disposed of; and

•  at least 75% of the consideration for the asset sale received by us or by the restricted subsidiary is in the form of cash. For purposes of this provision, the following shall be deemed to be cash:

•  any of our liabilities, as shown on our or the restricted subsidiary’s most recent balance sheet, or those of any restricted subsidiary, other than contingent liabilities and liabilities that are by their terms subordinated to the notes or any guarantee of the notes, that are assumed by the transferee of any assets pursuant to a customary novation agreement or other agreement that releases or indemnifies us or the restricted subsidiary from further liability, and

•  any securities, notes or other obligations received by us or the restricted subsidiary from the transferee that are immediately converted by us or the restricted subsidiary into cash, to the extent of the cash received.

      Within 365 days after the receipt of any net proceeds from an asset sale, we may apply the net proceeds at our option:

•  to permanently repay, reduce or secure letters of credit in respect of senior debt and to correspondingly reduce commitments with respect thereto in the case of revolving borrowings; and/or

•  to the acquisition of a controlling interest in another business, the making of a capital expenditure or permitted investment or the acquisition of other assets,

in each case, for use in the same or a similar line of business as we were engaged in on the date of the asset sale or reasonable extensions of our line of business. Pending the final application of any of the net proceeds,

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we may temporarily reduce indebtedness under the credit facility, or any alternative or subsequent revolving credit agreement where borrowings thereunder constitute senior debt or debt of a subsidiary, or otherwise invest the net proceeds in any manner that is not prohibited by the indenture. Any net proceeds from asset sales that are not applied or invested as provided in this paragraph will be deemed to constitute “excess proceeds.”

      When the aggregate amount of excess proceeds exceeds $10.0 million, we will be required to make an offer (an “asset sale offer”) to all holders of notes and holders of any other pari passu debt outstanding with provisions requiring us to make an offer to purchase or redeem the indebtedness with the proceeds from any asset sale as follows:

•  we will make an offer to purchase from all holders of the notes in accordance with the procedures set forth in the indenture in the maximum principal amount, expressed as a multiple of $1,000, of notes that may be purchased out of an amount (the “note amount”) equal to the product of the excess proceeds multiplied by a fraction, the numerator of which is the outstanding principal amount of the notes, and the denominator of which is the sum of the outstanding principal amount of the notes and pari passu debt, subject to proration in the event the amount is less than the aggregate asset sale offered price, as defined in this prospectus, of all notes tendered; and

•  to the extent required by pari passu debt to permanently reduce the principal amount of pari passu debt, we will make an offer to purchase or otherwise repurchase or redeem pari passu debt (an “asset sale pari passu offer”) in an amount (the “pari passu debt amount”) equal to the excess of the excess proceeds over the note amount; provided that in no event will we be required to make an asset sale pari passu offer in a pari passu debt amount exceeding the principal amount of pari passu debt plus accrued and unpaid interest thereon plus the amount of any premium required to be paid to repurchase such pari passu debt.

      The offer price for the notes will be payable in cash in an amount equal to 100% of the principal amount of the notes, plus accrued and unpaid interest, if any, to the date (the “asset sale offer date”) the asset sale offer is consummated (the “asset sale offered price”), in accordance with the procedures set forth in the indenture. To the extent that the aggregate asset sale offered price of the notes tendered pursuant to the asset sale offer is less than the note amount relating thereto or the aggregate amount of pari passu debt that is purchased in an asset sale pari passu offer is less than the pari passu debt amount, we may use any remaining excess proceeds for general corporate purposes. If the aggregate principal amount of notes and pari passu debt surrendered by holders thereof exceeds the amount of excess proceeds, the trustee shall select the notes to be purchased on a pro rata basis. Upon the completion of the purchase of all the notes tendered pursuant to an asset sale offer and the completion of an asset sale pari passu offer, the amount of excess proceeds, if any, shall be reset at zero.

      The indenture provides that, if we become obligated to make an asset sale offer pursuant to the immediately preceding paragraph, the notes and the pari passu debt shall be purchased by us, at the option of the holders thereof, in whole or in part in integral multiples of $1,000 or € 1,000, as the case may be, on a date that is not earlier than 30 days and not later than 60 days from the date the notice of the asset sale offer is given to holders, or such later date as may be necessary for us to comply with the requirements under the Exchange Act.

      The indenture provides that we will comply with the applicable tender offer rules, including Rule 14e-1 under the Exchange Act, and any other applicable securities laws or regulations in connection with an asset sale offer.

Limitation on Senior Subordinated Debt

      The indenture provides that we will not incur, create, issue, assume, guarantee, or otherwise become liable for any debt that is subordinate or junior in right of payment to any senior debt and senior in any respect in right of payment to the notes.

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Limitations on Issuances of Guarantees of Debt

      The indenture provides that we will not permit any of our restricted subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any of our pari passu debt or debt junior to or subordinated in right of payment to any pari passu debt unless we cause each such restricted subsidiary to execute and deliver to the trustee, prior to or concurrently with the issuance of the guarantee, a supplemental indenture, in form satisfactory to the trustee, pursuant to which the restricted subsidiary unconditionally guarantees on a senior subordinated basis the payment of principal of, premium, if any, and interest on the notes.

      Notwithstanding the foregoing, any such guarantee by a restricted subsidiary of the notes shall provide by its terms that it, and all liens securing the same, shall be automatically and unconditionally released and discharged upon any sale, exchange or transfer, to any person not an affiliate of us, of all of our capital stock in, or all or substantially all the assets of, such restricted subsidiary, which sale, exchange or transfer is made in compliance with the applicable provisions of the indenture.

No Payments for Consents

      The indenture provides that neither we nor any of our subsidiaries will, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any holder of any notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the indenture or the notes unless the consideration is offered to be paid or is paid to all holders of the notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to the consent, waiver or agreement.

Provision for Financial Statements

      The indenture provides that, whether or not required by the rules and regulations of the Commission, so long as any notes are outstanding, we will furnish to the holders of notes:

•  all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if we were required to file these Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by our certified independent accountants; and

•  all current reports that would be required to be filed with the Commission on Form 8-K if we were required to file current reports.

      In addition, whether or not required by the rules and regulations of the Commission, we will file a copy of all such information and reports with the Commission for public availability, unless the Commission will not accept such a filing, and make the information available to securities analysts and prospective investors upon request. In addition, we have agreed that, for so long as any notes remain outstanding, we will furnish to the holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Certain Definitions

      Set forth below are some of the defined terms used in the indenture. Reference is made to the indenture for a full disclosure of all these terms, as well as any other terms used in this prospectus for which no definition is provided.

      “Acquired debt” means, with respect to any specified person:

•  debt of any other person existing at the time the other person is merged with or into or became a restricted subsidiary of the specified person, including, without limitation, debt incurred in connection with, or in contemplation of, the other person merging with or into or becoming a restricted subsidiary of the specified person; and

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•  debt secured by a lien encumbering any asset acquired by the specified person which, in each case, is not repaid at or within five days following the date of the acquisition.

      “Additional amounts” shall have the definition set forth under “Payment of Additional Amounts.” All references in this prospectus to payments of principal of, premium, if any, and interest on the notes shall be deemed to include any applicable additional amounts that may become payable in respect of the notes.

      “Affiliate” of any specified person means any other person directly or indirectly controlling or controlled by or under direct or indirect common control with the specified person. For purposes of this definition, “control,” including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with,” as used with respect to any person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a person, whether through the ownership of voting securities, by agreement or otherwise.

      “Asset sale” means:

•  the sale, lease, transfer, conveyance or other disposition of any assets or rights, including, without limitation, by way of a sale and leaseback, other than in the ordinary course of business; provided that the sale, lease, transfer, conveyance or other disposition of all or substantially all of our assets and those of our restricted subsidiaries taken as a whole will be governed by the provisions of the indenture described above under the caption “— Repurchase at the Option of Holders upon Change of Control” and/or the provisions described above under the caption “— Certain Covenants — Merger, Consolidation or Sale of Assets” and not by the provisions of the asset sale covenant; and

•  the issue or sale by us or any of our restricted subsidiaries of equity interests of any of our restricted subsidiaries,

in either case, whether in a single transaction or a series of related transactions (1) that have a fair market value in excess of $10.0 million or (2) net proceeds in excess of $10.0 million.

      Notwithstanding the foregoing, the following will not be deemed to be asset sales:

•  a transfer of assets by us to a restricted subsidiary or by a restricted subsidiary to us or to another restricted subsidiary;

•  a disposition of goods held for sale in the ordinary course of business or obsolete equipment in the ordinary course of business consistent with our past practices and our restricted subsidiaries’ past practices;

•  assets transferred or disposed of in connection with a receivables program;

•  an issuance of equity interests by a restricted subsidiary to us or to another restricted subsidiary; and

•  a restricted payment or permitted investment that is permitted by the covenant described above under the caption “— Certain Covenants — Restricted Payments.”

      “Asset sale offer” shall have the definition set forth under “— Certain Covenants — Asset Sales.”

      “Asset sale offer date” shall have the definition set forth under “— Certain Covenants — Asset Sales.”

      “Asset sale offered price” shall have the definition set forth under “— Certain Covenants — Asset Sales.”

      “Asset sale pari passu offer” shall have the definition set forth under “— Certain Covenants — Asset Sales.”

      “Attributable debt” in respect of a sale and leaseback transaction means, at the time of determination, the present value, discounted at the rate of interest implicit in such transaction, determined in accordance with GAAP, of the obligation of the lessee for net rental payments during the remaining term of the lease included in the sale and leaseback transaction, including any period for which the lease has been extended or may, at the option of the lessor, be extended.

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      “Board of directors” means, as to any person, the board of directors of the person or any duly authorized committee thereof or any other similar duly authorized governing body of the person.

      “Board resolution” means, with respect to any person, a copy of a resolution certified by the Secretary or an Assistant Secretary of the person to have been duly adopted by the board of directors of the person and to be in full force and effect on the date of the certification, and delivered to the trustee.

      “Borrowing base” means an amount equal to the sum of:

•  85% of the value of accounts receivable, before giving effect to any related reserves, shown on our most recent consolidated balance sheet that are not more than 90 days past due in accordance with GAAP; and

•  60% of the value of the inventory shown on our consolidated balance sheet in accordance with GAAP.

      “Capital lease obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized on a balance sheet in accordance with GAAP.

      “Capital stock” means:

•  in the case of a corporation, corporate stock;

•  in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents, however designated, of corporate stock;

•  in the case of a partnership or limited liability company, partnership or membership interests, whether general or limited; and

•  any other interest or participation that confers on a person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing person.

      “Cash equivalents” means:

      (1) United States dollars;

      (2) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof having maturities of not more than six months from the date of acquisition;

      (3) certificates of deposit and euro dollar time deposits with maturities of six months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding six months and overnight bank deposits, in each case with any lender party to the credit facility or with any domestic commercial bank having capital and surplus in excess of $500.0 million and a Keefe Bank Watch Rating of “B” or better;

      (4) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (1) and (2) above entered into with any financial institution meeting the qualifications specified in clause (3) above; and

      (5) commercial paper having the highest rating obtainable from Moody’s Investors Service, Inc. or Standard & Poor’s Corporation and in each case maturing within six months after the date of acquisition.

      “Consolidated cash flow” means, with respect to any person for any period:

•  the consolidated net income of the person for the period; plus

•  an amount equal to any extraordinary loss plus any net loss realized in connection with an asset sale, to the extent the losses were deducted in computing the consolidated net income; plus

•  provision for taxes based on income or profits of the person and our restricted subsidiaries for the period, to the extent that the provision for taxes was included in computing the consolidated net income; plus

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•  consolidated interest expense of the person and our restricted subsidiaries for the period, whether paid or accrued and whether or not capitalized, including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with capital lease obligations, imputed interest with respect to attributable debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net payments, if any, pursuant to hedging obligations, to the extent that any such expense was deducted in computing the consolidated net income; plus

•  depreciation, amortization, including amortization of goodwill and other intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period, and other non-cash expenses, excluding any non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period, of the person and our restricted subsidiaries for the period to the extent that the depreciation, amortization and other non-cash expenses were deducted in computing the consolidated net income; minus

•  other non-recurring non-cash items increasing the consolidated net income for the period, which will be added back to consolidated cash flow in any subsequent period to the extent cash is received in respect of such item in such subsequent period, in each case, on a consolidated basis and determined in accordance with GAAP.

      Notwithstanding the foregoing, the provision for taxes on the income or profits of, and the depreciation and amortization and other non-cash charges of, a restricted subsidiary of the referent person shall be added to consolidated net income to compute consolidated cash flow only to the extent that a corresponding amount would be permitted at the date of determination to be dividended to us by the restricted subsidiary without prior governmental approval, that has not been obtained, and without direct or indirect restriction pursuant to the terms of our charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to that restricted subsidiary or our shareholders.

      “Consolidated net income” means, with respect to any person for any period, the aggregate of the net income of the person and our restricted subsidiaries for the period, on a consolidated basis, determined in accordance with GAAP; provided that:

      (1) the net income, but not loss, of any person that is not a restricted subsidiary or that is accounted for by the equity method of accounting shall be included only to the extent of the amount of dividends or distributions paid in cash to the referent person or a wholly owned restricted subsidiary of the referent person;

      (2) the net income of any unrestricted subsidiary shall be excluded to the extent that the declaration or payment of dividends or similar distributions by that restricted subsidiary of that net income is not at the date of determination permitted without any prior governmental approval, that has not been obtained, or, directly or indirectly, by operation of the terms of our charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that subsidiary or our shareholders;

      (3) the net income of any person acquired in a pooling of interests transaction for any period prior to the date of the acquisition shall be excluded; and

      (4) the cumulative effect of a change in accounting principles shall be excluded.

      “Consolidated net worth” means, with respect to any person as of any date:

•  the sum of (1) the consolidated equity of the ordinary shareholders of such person and our consolidated restricted subsidiaries as of such date plus (2) the respective amounts reported on such person’s balance sheet as of such date with respect to any series of preferred stock, other than disqualified stock, that by its terms is not entitled to the payment of dividends unless the dividends may

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	be declared and paid only out of net earnings in respect of the year of the declaration and payment, but only to the extent of any cash received by the person upon issuance of the preferred stock; less
•	all write-ups, other than write-ups resulting from foreign currency translations and write-ups of tangible assets of a going concern business made within 12 months after the acquisition of the business, subsequent to the date of the indenture in the book value of any asset owned by the person or a consolidated restricted subsidiary of the person; less
•	all investments as of the date in unconsolidated restricted subsidiaries and in persons that are not restricted subsidiaries except, in each case, permitted investments; and less
•	all unamortized debt discount and expense and unamortized deferred charges as of such date, all of the foregoing determined in accordance with GAAP.

      “Credit agreements” means, with respect to us or any of our restricted subsidiaries, one or more debt facilities, including, without limitation, the credit facility, or commercial paper facilities with banks or other institutional lenders providing for revolving credit loans, term loans, receivables financing, including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables, or letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time. Debt under credit agreements outstanding on the date on which notes are first issued and authenticated under the indenture shall be deemed to have been incurred on such date in reliance on the exception provided by clause (1) of the definition of permitted debt.

      “Credit facility” means, collectively, the Revolving Credit and Term Loan Agreement dated as of April 3, 2000 by and among us, certain agents and certain lending institutions party thereto and the Revolving Credit and Term Loan Agreement dated as of April 3, 2000 by and among Flextronics International U.S.A. Inc., DII, certain agents and certain lending institutions party thereto and, in each case, as amended, modified, renewed, restated, refunded, replaced or refinanced from time to time.

      “Debt” means, with respect to any person, any indebtedness of the person, whether or not contingent, in respect of borrowed money or evidenced by bonds, notes, debentures or similar instruments or letters of credit, or reimbursement agreements in respect thereof, or banker’s acceptances or representing capital lease obligations or the balance deferred and unpaid of the purchase price of any property or representing any hedging obligations, except any balance that constitutes an accrued expense or trade payable, if and to the extent any of the foregoing indebtedness, other than letters of credit and hedging obligations, would appear as a liability upon a balance sheet of the person prepared in accordance with GAAP, as well as all debt of others secured by a lien on any asset of the person, whether or not the debt is assumed by the person, and, to the extent not otherwise included, the guarantee by the person of any debt of any other person. The amount of any debt outstanding as of any date shall be (1) the accreted value thereof, in the case of any debt that does not require current payments of interest, and (2) the principal amount thereof, together with any interest thereon that is more than 30 days past due, in the case of any other debt.

      “Default” means any event that is or with the passage of time or the giving of notice or both would be an event of default.

      “Designated senior debt” means:

•  any debt under the credit facility and any guarantees thereof; and

•  any other senior debt otherwise designated by us, which designation shall have been approved in writing by the representative under the credit facility, and the approval shall have been delivered to the trustee, so long as (1) the credit facility is in effect and (2) we shall not then be a party to a credit facility or similar arrangement, other than the credit facility, that provides for loans in an aggregate principal amount that is greater than the aggregate principal amount of loans to us that may be made under the credit facility and that are not entered into in violation of the credit facility, and the representative thereunder, as “designated senior debt” and, in the case of the designation by us, certified in an officer’s certificate delivered to the trustee; provided that not less than $5.0 million

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aggregate principal amount is outstanding under designated senior debt at the date of the designation and at the date of determination.

      “Disqualified stock” means any capital stock that, by its terms, or by the terms of any security into which it is convertible or for which it is exchangeable, or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder thereof, in whole or in part, on or prior to the date that is 91 days after the date on which the notes mature.

      “Equity interests” means capital stock and all warrants, options or other rights to acquire capital stock, but excluding any debt security that is convertible into, or exchangeable for, capital stock.

      “Equity sale” shall have the definition set forth under “— Redemption — Optional Redemption After Ordinary Shares Offering.”

      “Existing debt” means our debt and that of our restricted subsidiaries, other than debt under the credit facility, in existence on the date of the indenture, until the amounts are repaid.

      “Fair market value” means, with respect to any asset or property, the price that could be negotiated in an arm’s-length, free market transaction, for cash, between a willing seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction. Fair market value shall be determined by our board of directors acting reasonably and in good faith and shall be evidenced by a board resolution of our board of directors.

      “Fixed charge coverage ratio” means, with respect to any person for any period, the ratio of the consolidated cash flow of the person for the period to the fixed charges of the person for the period. In the event that we or any of our restricted subsidiaries incurs, assumes, guarantees or redeems any debt, other than revolving credit borrowings, or issues preferred stock subsequent to the commencement of the period for which the fixed charge coverage ratio is being calculated but prior to the date on which the event for which the calculation of the fixed charge coverage ratio is made (the “calculation date”), then the fixed charge coverage ratio shall be calculated giving pro forma effect to the incurrence, assumption, guarantee or redemption of debt, or the issuance or redemption of preferred stock, as if the same had occurred at the beginning of the applicable four-quarter reference period.

      In addition, for purposes of making the computation referred to above:

      (1) acquisitions that have been made by us or any of our restricted subsidiaries, including through mergers or consolidations and including any related financing transactions, during the four-quarter reference period or subsequent to the reference period and on or prior to the calculation date shall be deemed to have occurred on the first day of the four-quarter reference period and consolidated cash flow for the reference period shall be calculated without giving effect to clause (3) of the proviso set forth in the definition of consolidated net income;

      (2) the consolidated cash flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the calculation date, shall be excluded; and

      (3) the fixed charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the calculation date, shall be excluded, but only to the extent that the obligations giving rise to such fixed charges will not be obligations of the referent person or any of our subsidiaries following the calculation date.

      “Fixed charges” means, with respect to any person for any period, the sum, without duplication, of:

•  the consolidated interest expense of the person and our restricted subsidiaries for the period, whether paid or accrued, including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with capital lease obligations, imputed interest with respect to attributable debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net payments, if any, pursuant to hedging obligations;

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•  the consolidated interest expense of the person and our restricted subsidiaries that was capitalized during such period;

•  any interest expense on debt of another person that is guaranteed by the person or one of our restricted subsidiaries or secured by a lien on assets of the person or one of our restricted subsidiaries, whether or not such guarantee or lien is called upon; and

•  the product of (1) all dividend payments, whether or not in cash, on any series of preferred stock of the person or any of our restricted subsidiaries, other than dividend payments on equity interests payable solely in our equity interests, times (2) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of the person, expressed as a decimal, in each case, on a consolidated basis and in accordance with GAAP.

      “GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect.

      “Guarantee” means a guarantee, other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner, including, without limitation, letters of credit and reimbursement agreements in respect thereof, of all or any part of any debt.

      “Hedging obligations” means, with respect to any person, the obligations of the person under:

•  currency exchange or interest rate swap agreements, interest rate cap agreements and interest rate collar agreements; and

•  other agreements or arrangements designed to protect such person against fluctuations in interest rates or currency exchange rates.

      “Investments” means, with respect to any person, all investments by the person in other persons, including affiliates, in the forms of direct or indirect loans, including guarantees of debt or other obligations, advances or capital contributions, excluding commission, travel and other advances to officers and employees made in the ordinary course of business, purchases or other acquisitions for consideration of debt, equity interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If we or any of our restricted subsidiaries sells or otherwise disposes of any equity interests of any of our direct or indirect restricted subsidiaries such that, after giving effect to the sale or disposition, the person is no longer our subsidiary, we shall be deemed to have made an investment on the date of the sale or disposition equal to the fair market value of the equity interests of the subsidiary not sold or disposed of in an amount determined as provided in the final paragraph of the covenant described above under the caption “— Restricted Payments.”

      “Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code, or equivalent statutes, of any jurisdiction.

      “Net income” means, with respect to any person, the net income (loss) of the person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends, excluding:

•  any gain, but not loss, together with any related provision for taxes on the gain, but not loss, realized in connection with (1) any asset sale, including, without limitation, dispositions pursuant to sale and leaseback transactions, or (2) the disposition of any securities by the person or any of our subsidiaries or the extinguishment of any debt of the person or any of our subsidiaries; and

•  any extraordinary or nonrecurring gain, but not loss, together with any related provision for taxes on the extraordinary or nonrecurring gain, but not loss.

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      “Net proceeds” means the aggregate cash proceeds received by us or any of our restricted subsidiaries in respect of any asset sale, including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any asset sale, net of:

•  the direct costs relating to the asset sale, including, without limitation, legal, accounting and investment banking fees, and sales commissions, and any relocation expenses incurred as a result of the asset sale;

•  taxes paid or payable as a result of the asset sale, after taking into account any available tax credits or deductions and any tax sharing arrangements;

•  any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP, or against any liabilities associated with the asset sale, or the assets subject to the asset sale, and retained by us or any of our restricted subsidiaries; and

•  amounts required to be applied to the repayment of debt secured by a lien on the asset or assets that were the subject of the asset sale, or to the satisfaction of contractual obligations either existing at the date of the indenture, or entered into after the date of the indenture in connection with the payment of deferred purchase price of the properties or assets that were the subject of the asset sale.

      “Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any debt.

      “Pari passu debt” shall mean:

•  any of our debt that is equal in right of payment to the notes; and

•  with respect to any guarantee of the notes, debt which ranks equally in right of payment to the guaranty.

      “Pari passu debt amount” shall have the definition set forth under “— Certain Covenants — Asset Sales.”

      “Permitted investments” means:

      (1) any investment in us or in any of our restricted subsidiaries that is engaged in the same or a similar line of business as us and our restricted subsidiaries, or reasonable extensions or expansions thereof;

      (2) any investment in cash equivalents;

      (3) any investment by us or any of our restricted subsidiaries in a person, if as a result of the investment:

•  the person becomes a restricted subsidiary of us that is engaged in the same or a similar line of business as us and our restricted subsidiaries, or reasonable extensions or expansions thereof, or

•  the person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of our assets to, or is liquidated into, us or any of our restricted subsidiaries that is engaged in the same or a similar line of business as us and our restricted subsidiaries, or reasonable extensions or expansions thereof;

      (4) any restricted investment made as a result of the receipt of non-cash consideration from an asset sale that was made pursuant to and in compliance with the covenant described above under the caption “— Certain Covenants — Asset Sales;”

      (5) any acquisition of assets solely in exchange for the issuance of our equity interests, other than disqualified stock;

      (6) investments made in exchange for accounts receivable arising in the ordinary course of business which have not been collected for 120 days and which are, in our good faith judgment, substantially impaired, provided that any such investments in excess of $5.0 million shall be approved by our board of

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directors, evidenced by a resolution of our board of directors set forth in an officers’ certificate delivered to the trustee;

      (7) investments in permitted joint ventures, and investments in our suppliers and those of our restricted subsidiaries, in an aggregate amount which when taken together with all other investments pursuant to this clause (7) does not exceed the greater of $10.0 million or 10% of total assets at any one time outstanding;

      (8) other investments in any person having an aggregate fair market value, measured on the date each such investment was made and without giving effect to subsequent changes in value, when taken together with all other investments made pursuant to this clause (8) that are at the time outstanding, not to exceed $25.0 million;

      (9) loans to our employees not to exceed $10.0 million at any one time outstanding;

      (10) investments received in connection with any bankruptcy or reorganization proceeding, or as a result of foreclosure, perfection or enforcement of any lien or any judgment or settlement of any person in exchange for or satisfaction of Indebtedness or other obligations or other property received from the person, or for other liabilities or obligations of the person created, in accordance with the terms of the indenture, and

      (11) investments in hedging obligations as permitted by the covenant under the caption “Incurrence of Debt and Issuance of Preferred Stock.”

      For purposes of calculating the aggregate amount of permitted investments permitted to be outstanding at any one time pursuant to clauses (7) and (8) and for calculating the amount of restricted investments made pursuant to and in compliance with the covenant described under the caption “— Certain Covenants — Restricted Payments”:

•  to the extent the consideration for any such investment consists of our equity interests, other than disqualified stock, the value of the equity interests so issued will be ignored in determining the amount of such investment; and

•  the aggregate amount of the investments made by us and our restricted subsidiaries on or after the date of the indenture will be decreased, but not below zero, by an amount equal to the lesser of (1) the cash return of capital to us or our restricted subsidiary with respect to the investment that is sold for cash or otherwise liquidated or repaid for cash, less the cost of disposition, including applicable taxes, if any, and (2) the initial amount of the investment.

      “Permitted joint venture” means any person which is, directly or indirectly through our subsidiaries or otherwise, engaged principally in our principal business, or a reasonably related or complementary business, and the capital stock, or securities convertible into capital stock, of which is owned by us and one or more persons other than us or any of our affiliates.

      “Permitted junior securities” means our equity interests or debt securities that are subordinated to all senior debt, and any debt securities issued in exchange for senior debt, to substantially the same extent as, or to a greater extent than, the notes are subordinated to senior debt pursuant to the indenture.

      “Permitted refinancing debt” means any of our debt or any debt of our restricted subsidiaries issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund, any of our other debt or the debt of any of our restricted subsidiaries, provided that:

•  the principal amount, or accreted value, if applicable, of the permitted refinancing debt does not exceed the principal amount of or accreted value, if applicable, plus accrued interest on, the debt so extended, refinanced, renewed, replaced, defeased or refunded, plus the amount of reasonable expenses incurred in connection therewith;

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•  the permitted refinancing debt has a final maturity date later than the final maturity date of, and has a weighted average life to maturity equal to or greater than the weighted average life to maturity of, the debt being extended, refinanced, renewed, replaced, defeased or refunded;

•  if the debt being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the notes, the permitted refinancing debt has a final maturity date later than the final maturity date of, and is subordinated in right of payment to, the notes on terms at least as favorable to the holders of notes as those contained in the documentation governing the debt being extended, refinanced, renewed, replaced, defeased or refunded; and

•  the debt is incurred either by us or by the subsidiary that is the obligor on the debt being extended, refinanced, renewed, replaced, defeased or refunded.

      “Person” means any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

      “Purchase money obligations” of a person means debt of the person incurred in connection with the purchase, construction or improvement of property, plant or equipment used in the business of the person.

      “Receivables program” means, with respect to any person, an agreement or other arrangement or program providing for the advance of funds to the person against the pledge, contribution, sale or other transfer of encumbrances of receivables program assets of the person or the person and/or one or more of our restricted subsidiaries.

      “Receivables program assets” means all of the following property and interests in property, whether now existing or existing in the future or hereafter arising or acquired:

•  accounts;

•  accounts receivable, general intangibles, instruments, contract rights, documents and chattel paper, including, without limitation, all rights to payment created by or arising from sales of goods, leases of goods, or the rendition of services, no matter how evidenced, whether or not earned by performance;

•  all unpaid seller’s or lessor’s rights, including, without limitation, rescission, replevin, reclamation and stoppage in transit, relating to any of the foregoing or arising therefrom;

•  all rights to any goods or merchandise represented by any of the foregoing, including, without limitation, returned or repossessed goods;

•  all reserves and credit balances with respect to any such accounts receivable or account debtors;

•  all letters of credit, security or guarantees of any of the foregoing;

•  all insurance policies or reports relating to any of the foregoing;

•  all collection or deposit accounts relating to any of the foregoing;

•  all books and records relating to any of the foregoing;

•  all instruments, contract rights, chattel paper, documents and general intangibles related to any of the foregoing; and

•  all proceeds of any of the foregoing.

      “Receivables program debt” means, with respect to any person, the unreturned portion of the amount funded by the investors under a receivables program of the person.

      “Restricted investment” means an investment other than a permitted investment.

      “Restricted subsidiary” of a person means any subsidiary of the referent person that is not an unrestricted subsidiary. On the date the notes are issued, all subsidiaries will be restricted subsidiaries.

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      “Senior debt” means:

•  all of our debt outstanding under credit facilities and all hedging obligations with respect to credit facilities;

•  any other debt permitted to be incurred by us under the terms of the indenture, unless the instrument under which that debt is incurred expressly provides that it is on a parity with or subordinated in right of payment to the notes; and

•  all obligations with respect to the foregoing.

      Notwithstanding anything to the contrary in the foregoing, senior debt will not include:

•  any liability for federal, state, local or other taxes owed or owing by us;

•  any of our debt to any of our restricted subsidiaries or other affiliates;

•  any trade payables; or

•  any debt that is incurred in violation of the indenture.

      “Significant subsidiary” means any subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date of this prospectus.

      “Stated maturity” means, with respect to any installment of interest or principal on any series of debt, the date on which the payment of interest or principal was scheduled to be paid in the original documentation governing the debt, and shall not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

      “Subject country” shall mean any jurisdiction other than the country of Singapore and the United States of America, or any state thereof or the District of Columbia.

      “Subordinated debt” means any of our debt that is by our terms subordinated in right of payment to the notes.

      “Subsidiary” means, with respect to any person:

•  any corporation, association or other business entity of which more than 50% of the total voting power of shares of capital stock entitled, without regard to the occurrence of any contingency, to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by the person or one or more of the other subsidiaries of that person, or a combination thereof; and

•  any partnership (1) the sole general partner or the managing general partner of which is the person or a subsidiary of the person or (2) the only general partners of which are the person or one or more subsidiaries of the person, or any combination thereof.

      “Total assets” means, with respect to any date of determination, our total assets shown on our consolidated balance sheet in accordance with GAAP on the last day of the fiscal quarter prior to the date of determination.

      “Unrestricted subsidiary” means any of our subsidiaries that is designated by our board of directors as an unrestricted subsidiary in accordance with the covenant described under the caption “— Certain Covenants — Designation of Unrestricted Subsidiaries.”

      “Voting stock” of any person means capital stock of the person which ordinarily has voting power for the election of directors, or persons performing similar functions, of the person, whether at all times or only so long as no senior class of securities has such voting power by reason of any contingency.

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      “Weighted average life to maturity” means, when applied to any debt at any date, the number of years obtained by dividing:

•  the sum of the products obtained by multiplying (1) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (2) the number of years, calculated to the nearest one-twelfth, that will elapse between such date and the making of such payment; by

•  the then outstanding principal amount of the debt.

      “Wholly owned subsidiary” of any person means a subsidiary of the person all of the outstanding equity interests or other ownership interests of which, other than directors’ qualifying shares, shall at the time be owned by the person or by one or more wholly owned subsidiaries of the person or by the person and one or more wholly owned subsidiaries of the person.

Payment of Additional Amounts

      The indenture provides that any amounts paid, or caused to be paid, by us or our assignee, or any of our successors or such assignee as permitted under the indenture, under the indenture will be paid without deduction or withholding for any and all present and future taxes, levies, imposts or other governmental charges whatsoever imposed, assessed, levied or collected by or for the account of Singapore, including any political subdivision or taxing authority thereof, or the jurisdiction of incorporation or residence, other than the United States or any political subdivision or taxing authority thereof, of any of our assignees or any of our successors, or any subsidiary, branch, division or other entity through which we may from time to time direct any payments of principal, premium, if any, and interest on the notes or any political subdivision or taxing authority thereof (an “other jurisdiction”). If deduction or withholding of any taxes, levies, imposts or other governmental charges (“taxes”) shall at any time be required by Singapore or another jurisdiction, we, our assignee or any relevant successor will, subject to timely compliance by the holders or beneficial owners of the relevant notes with any relevant administrative requirements pay or cause to be paid such additional amounts (“additional amounts”) in respect of principal of, premium, if any, or interest, as may be necessary in order that the net amounts paid to the holders of the notes or the trustee under the indenture, as the case may be, pursuant to the indenture, after the deduction or withholding, shall equal the respective amounts that the holder would have received if the taxes had not been withheld or deducted.

      However, the foregoing shall not apply to:

      (1) any present or future taxes which would not have been so imposed, assessed, levied or collected but for the fact that the holder or beneficial owner of the relevant note is or has been a domiciliary, national or resident of, engages or has been engaged in business, maintains or has maintained a permanent establishment, or is or has been physically present in Singapore or the other jurisdiction, or otherwise has or has had some connection with Singapore or the other jurisdiction, other than the holding or ownership of a note, or the collection of principal of, premium, if any, and interest on, or the enforcement of, a note;

      (2) any present or future taxes which would not have been so imposed, assessed, levied or collected but for the fact that, where presentation is required, the relevant note was presented more than thirty days after the date such payment became due or was provided for, whichever is later;

      (3) any present or future taxes which are payable otherwise than by deduction or withholding on or in respect of the relevant note;

      (4) any present or future taxes which would not have been so imposed, assessed, levied or collected but for the failure to comply, on a sufficiently timely basis, with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with Singapore or the other jurisdiction or any other relevant jurisdiction of the holder or beneficial owner of the relevant note, if such compliance is required by a statute or regulation of Singapore, the other jurisdiction or any other relevant jurisdiction, or by a relevant treaty, as a condition to relief or exemption from such taxes;

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      (5) any present or future taxes (A) which would not have been so imposed, assessed, levied or collected if the beneficial owner of the relevant note had been the holder of such note, or (B) which, if the beneficial owner of such note had held the note as the holder of such note, would have been excluded pursuant to clauses (1) through (4) above; or

      (6) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge.

      Notwithstanding the foregoing, the indenture does not provide for the payment of additional amounts due to any deduction or withholding requirement imposed by any governmental unit other than Singapore, another jurisdiction or a taxing authority or political subdivision thereof.

      All references herein to payments of principal of, premium, if any, and interest on the notes shall be deemed to include any applicable additional amounts that may become payable in respect of the notes.

Restrictions Upon Reincorporating, Merging or Consolidating Into a Subject Country

      The indenture provides that we may not consolidate or merge with or into, whether or not we are the surviving corporation, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of our properties or assets in one or more related transactions (a “subject transaction”) to another corporation, person or entity unless it satisfies specified conditions. If the surviving or resulting transferee, lessee or successor person (the “successor corporation”) in a subject transaction is incorporated in a subject country, then we must satisfy the conditions specified in the clauses below as promptly as practicable, but no later than 60 days following the date of the subject transaction:

•  we shall have delivered to the trustee a written opinion, in form and substance satisfactory to the trustee, of independent legal counsel of recognized standing, as to the continued validity, binding effect and enforceability of the indenture and the notes and to the further effect that the counsel is not aware of any pending change in, or amendment to, the laws, or any regulations promulgated thereunder, of any subject country in which the proposed successor corporation is incorporated or maintains our principal place of business or principal executive office, or any taxing authority thereof or therein, affecting taxation, or any pending execution of or amendment to, or any pending change in application of or official position regarding, any treaty or treaties affecting taxation to which any subject country is a party, which, in any such case, would permit us to redeem the notes as described above under “— Redemption,” it being understood that the counsel may, in rendering the opinion, rely, to the extent appropriate, on opinions of independent local counsel of recognized standing and we may instead deliver two or more opinions of counsel which together cover all of the foregoing matters;

•  we shall have delivered to the trustee a certificate, in form and substance satisfactory to the trustee, signed by two executive officers of the successor corporation, as to the continued validity, binding effect and enforceability of the indenture and the notes; and

•  the successor corporation shall, promptly but no later than 60 days following the date of the subject transaction, consent to the jurisdiction of the Courts of the State of New York.

      In the event of any subject transaction in which the successor corporation is organized and existing under the laws of a subject country, we will indemnify and hold harmless the holder of each note from and against any and all present and future taxes, levies, imposts, charges and withholdings, including, without limitation, estate, inheritance, capital gains and other similar taxes, and any and all present and future registration, stamp, issue, documentary or other similar taxes, duties, fees or charges, imposed, assessed, levied or collected by or for the account of any jurisdiction or political subdivision or taxing or other governmental agency or authority thereof or therein on or in respect of the notes, the indenture or any other agreement relating to calculations to be performed with respect to the notes or any amount paid or payable under any of the foregoing which, in any such case, would not have been imposed had the subject transaction not occurred.

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Events of Default and Remedies

      The indenture provides that each of the following constitutes an event of default:

•  default for 30 days in the payment when due of interest on the notes, whether or not prohibited by the subordination provisions of the indenture;

•  default in payment when due of the principal of, or premium, if any, on the notes, whether or not prohibited by the subordination provisions of the indenture;

•  our failure to comply with the provisions described under the captions “— Repurchase at the Option of Holders Upon Change of Control,” “— Certain Covenants — Asset Sales,” “— Certain Covenants — Restricted Payments,” “— Certain Covenants — Incurrence of Debt and Issuance of Preferred Stock” or “— Certain Covenants — Merger, Consolidation or Sale of Assets” for 30 days after notice from either the trustee or the holders of at least 25% in principal amount of the then outstanding notes;

•  our failure to comply with any of our other agreements in the indenture or the notes for 60 days after notice from either the trustee or the holders of at least 25% in principal amount of the then outstanding notes;

•  default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any debt for money borrowed by us or any of our restricted subsidiaries, or the payment of which is guaranteed by us or any of our restricted subsidiaries, whether the debt or guarantee now exists, or is created after the date of the indenture, which default (1) is caused by a failure to pay principal of or premium, if any, or interest on such debt prior to the expiration of the grace period provided in the debt on the date of the default (a “payment default”) or (2) results in the acceleration of the debt prior to our express maturity and, in each case, the principal amount of the debt, together with the principal amount of any other such debt the maturity of which has been so accelerated, aggregates $10.0 million or more;

•  our failure or the failure of any of our restricted subsidiaries to pay final judgments aggregating in excess of $10.0 million, which judgments are not paid, discharged or stayed for a period of 60 days; and

•  specified events of bankruptcy or insolvency with respect to us or any of our restricted significant subsidiaries.

      If any event of default occurs and is continuing, the trustee or the holders of at least 25% in principal amount of the then outstanding notes may declare all the notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an event of default arising from some events of bankruptcy or insolvency, with respect to us, any restricted subsidiary, any significant subsidiary or any group of restricted subsidiaries that, taken together, would constitute a significant subsidiary, all outstanding notes will become due and payable without further action or notice. Holders of the notes may not enforce the indenture or the notes except as provided in the indenture. Subject to limitations, holders of a majority in principal amount of the then outstanding notes may direct the trustee in our exercise of any trust or power. The trustee may withhold from holders of the notes notice of any continuing default or event of default, except a default or event of default relating to the payment of principal or interest, if it determines that withholding notice is in their interest.

      In the case of any event of default occurring by reason of any willful action, or inaction, taken, or not taken, by us or on our behalf with the intention of avoiding payment of the premium that we would have had to pay if we then had elected to redeem the notes on July 1, 2005 pursuant to the optional redemption provisions of the indenture, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the notes. If an event of default occurs prior to July 1, 2005 by reason of any willful action, or inaction, taken, or not taken by us or on our behalf with the intention of avoiding the prohibition on redemption of the notes prior to July 1, 2005, then the premium specified in the indenture shall also become immediately due and payable to the extent permitted by law upon the acceleration of the notes.

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      The holders of a majority in aggregate principal amount of the notes then outstanding by notice to the trustee may, on behalf of the holders of all of the notes, waive any existing default or event of default and our consequences under the indenture except a continuing default or event of default in the payment of interest on, or the principal of, the notes.

      We are required to deliver to the trustee annually a statement regarding compliance with the indenture, and we are required upon becoming aware of any default or event of default, to deliver to the trustee a statement specifying the default or event of default.

      All references in this prospectus to payments of principal of, premium, if any, and interest on the notes shall be deemed to include any applicable additional amounts that may become payable in respect of the notes.

Modification of the Indenture

      Except as provided in the next paragraph, the indenture or the notes may be amended or supplemented with the consent of the holders of at least a majority in principal amount of the then outstanding notes issued under the indenture, including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, notes, and any existing default or compliance with any provision of the indenture or the notes may be waived with the consent of the holders of a majority in principal amount of the then outstanding notes, including consents obtained in connection with a tender offer or exchange offer for notes.

      Without the consent of each holder affected, an amendment or waiver may not, with respect to any notes held by a non-consenting holder:

•  reduce the principal amount of notes whose holders must consent to an amendment, supplement or waiver;

•  reduce the principal of or change the fixed maturity of any note or alter or waive the provisions with respect to the redemption of the notes, other than provisions relating to the covenants described above under the caption “— Repurchase at the Option of Holders Upon Change of Control;”

•  reduce the rate of or change the time for payment of interest, including default interest, on any note;

•  waive a default or event of default in the payment of principal of or premium, if any, or interest on the notes, except a rescission of acceleration of the notes by the holders of at least a majority in aggregate principal amount of the notes and a waiver of the payment default that resulted from the acceleration;

•  make any note payable in money other than that stated in the notes;

•  make any change in the provisions of the indenture relating to waivers of past defaults or the rights of holders of notes to receive payments of principal of or premium, if any, or interest on the notes;

•  waive a redemption payment with respect to any note, other than a payment required by one of the covenants described above under the caption “— Repurchase at the Option of Holders Upon Change of Control;” or

•  make any change in the foregoing amendment and waiver provisions.

      In addition, any amendment or supplement to the provisions of Article 10 of the indenture, which relate to subordination, will require the consent of the holders of at least 75% in aggregate principal amount of the notes then outstanding if the amendment would negatively affect the rights of holders of notes.

      Notwithstanding the foregoing, without the consent of any holder of notes, we and the trustee may amend or supplement the indenture or the notes to cure any ambiguity, defect or inconsistency, to provide for the assumption of our obligations to holders of notes in the case of a merger or consolidation, to make any change that would provide any additional rights or benefits to the holders of notes or that does not negatively affect the legal rights under the indenture of any such holder, or to comply with requirements of the Commission in order to effect or maintain the qualification of the indenture under the Trust indenture Act.

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Legal Defeasance and Covenant Defeasance

      We may, at our option and at any time, elect to have all of our obligations discharged with respect to the outstanding notes (“legal defeasance”) except for:

•  the rights of holders of outstanding notes to receive payments in respect of the principal of, premium, if any, and interest on such notes when such payments are due from the trust referred to below;

•  our obligations with respect to the notes concerning issuing temporary notes, registration of notes, mutilated, destroyed, lost or stolen notes and the maintenance of an office or agency for payment and money for security payments held in trust;

•  the rights, powers, trusts, duties and immunities of the trustee, and our obligations in connection therewith; and

•  the legal defeasance provisions of the applicable indenture.

      In addition, we may, at our option and at any time, elect to have our obligations released with respect to specified covenants that are described in either indenture (“covenant defeasance”) and thereafter any omission to comply with such obligations shall not constitute a default or event of default with respect to the notes.

      In the event a covenant defeasance occurs, some events, not including non-payment, bankruptcy, receivership, rehabilitation and insolvency events, described under “Events of Default and Remedies” will no longer constitute an event of default with respect to the notes.

      In order to exercise either legal defeasance or covenant defeasance:

•  we must irrevocably deposit with the trustee, in trust, for the benefit of the holders of the notes, (1) in the case of the notes, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, and (2) in the case of the euro notes, cash in euros, some direct non-callable obligations of or guaranteed by the government of a member of the European Union, or a combination thereof, in amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest on the outstanding notes on the stated maturity or on the applicable redemption date, as the case may be, and we must specify whether the notes are being defeased to maturity or to a particular redemption date;

•  in the case of legal defeasance, we shall have delivered to the trustee an opinion of counsel in the United States reasonably acceptable to the trustee confirming that (1) we have received from, or there has been published by, the Internal Revenue Service a ruling or (2) since the date of the indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon the opinion of counsel shall confirm that, the holders of the outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of the legal defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if the legal defeasance had not occurred;

•  in the case of covenant defeasance, we shall have delivered to the trustee an opinion of counsel in the United States reasonably acceptable to the trustee confirming that the holders of the outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of the covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if the covenant defeasance had not occurred;

•  no default or event of default shall have occurred and be continuing on the date of the deposit, other than a default or event of default resulting from the borrowing of funds to be applied to the deposit, or insofar as events of default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 91st day after the date of deposit;

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•  the legal defeasance or covenant defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument, other than the indenture, to which we or any of our subsidiaries is a party or by which we or any of our subsidiaries are bound;

•  we must have delivered to the trustee an opinion of counsel to the effect that on and after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally;

•  we must deliver to the trustee an officers’ certificate stating that the deposit was not made by us with the intent of preferring the holders of notes over our other creditors or with the intent of defeating, hindering, delaying or defrauding our creditors or the creditors of others; and

•  we must deliver to the trustee an officers’ certificate and an opinion of counsel, each stating that all conditions precedent provided for relating to the legal defeasance or the covenant defeasance have been complied with.

Governing Law

      The indenture provides that the indenture and the notes will be governed by, and construed in accordance with, the law of the State of New York but without giving effect to applicable principles of conflicts of law to the extent that the application of the law of another jurisdiction would be required thereby.

Concerning the Trustee

      The indenture contains limitations on the rights of the trustee, should it become our creditor, to obtain payment of claims in some cases, or to realize on certain property received in respect of any claim as security or otherwise. The trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest, it must eliminate the conflict within 90 days, apply to the Commission for permission to continue, or resign.

      The holders of a majority in principal amount of the then outstanding notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the trustee, subject to exceptions. The indenture provides that in case an event of default shall occur, which shall not be cured, the trustee will be required, in the exercise of our power, to use the degree of care of a prudent man in the conduct of his own affairs. Subject to those provisions, the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request of any holder of notes, unless the holder shall have offered to the trustee security and indemnity satisfactory to it against any loss, liability or expense.

Form, Denomination, Book-Entry Procedures and Transfer

      The old notes were offered and sold to qualified institutional buyers in reliance on Rule 144A of the Securities Act. Old notes were also offered and sold in offshore transactions in reliance on Regulation S of the Securities Act.

      The new notes initially will be represented by one or more notes in registered global form without interest coupons (collectively, the “new global notes”). The new global notes will be deposited upon issuance with the trustee as custodian for the Depository Trust Company (“DTC”) in New York, New York, and registered in the name of DTC or its nominee, in each case for credit to an account of a direct or indirect participant in DTC as described below.

      The original notes are currently represented by global notes and the procedures described in this section currently apply to the original notes.

      Except as set forth below, the new global notes may be transferred, in whole and not in part, only to another nominee of DTC or a successor of DTC or its nominee. Except in the limited circumstances described below, owners of beneficial interests in global notes will not be entitled to receive physical delivery of certificated notes. Transfers of beneficial interests in the global notes will be subject to the applicable rules and

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procedures of DTC, Euroclear and Clearstream, Luxembourg and their respective direct or indirect participants, which rules and procedures may change from time to time.

Global Notes

      The following description of the operations and procedures of DTC, Euroclear and Clearstream, Luxembourg are provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to changes by them from time to time. We take no responsibility for these operations and procedures and urges investors to contact the systems or their participants directly to discuss these matters.

      Upon the issuance of the global notes, DTC will credit, on our internal system, the respective principal amount of the individual beneficial interests represented by such global notes to the accounts of persons who have accounts with such depositary. Such accounts initially will be designated by or on behalf of the purchasers. Ownership of beneficial interests in a global note will be limited to our participants or persons who hold interests through our participants. Ownership of beneficial interests in the global notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by DTC or our nominee, with respect to interests of participants, and the records of participants, with respect to interests of persons other than participants.

      As long as DTC or the common depositary, or their respective nominee, is the registered holder of a global note, DTC or the common depositary or such nominee, as the case may be, will be considered the sole owner and holder of the notes represented by such global notes for all purposes under the indenture and the notes.

      Owners of beneficial interests in a global note will not (1) be entitled to have any portions of such global note registered in their names, (2) receive or be entitled to receive physical delivery of notes in certificated form, and (3) be considered the owners or holders of the global note, or any notes represented thereby, under the indenture or the notes unless:

•  DTC notifies us that it is unwilling or unable to continue as depositary for a global note or ceases to be a “Clearing Agency” registered under the Exchange Act;

•  an event of default has occurred and is continuing with respect to such note, described below under “— Certificated Notes.”

      In addition, no beneficial owners of an interest in a global note will be able to transfer that interest except in accordance with DTC’s and/or Euroclear’s and Clearstream, Luxembourg’s applicable procedures, in addition to those under the indenture referred to in this prospectus.

      Investors may hold their interests in the Regulation S global note through Euroclear or Clearstream, Luxembourg, if they are participant in such systems, or indirectly through organizations that are participants in such systems. After the expiration of the restricted period, but not earlier, investors may also hold interests in the Regulation S global note through organizations other than Euroclear and Clearstream, Luxembourg that are participants in the DTC system. Clearstream, Luxembourg and Euroclear will hold interests in the Regulation S global note on behalf of their participants through customers’ securities accounts in their respective names on the books of the common depositary. Investors may hold their interests in the restricted global note directly through DTC, if they are participants in such system, or indirectly through organizations, including Euroclear and Clearstream, Luxembourg, which are participants in such system. All interests in a global note may be subject to the procedures and requirements of DTC and/or Euroclear and Clearstream, Luxembourg.

      Payments of the principal of and interest on global notes will be made to DTC or our nominee as the registered owner of the global notes. Neither we, the trustee, the common depositary, nor any of their respective agents will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the global notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

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      We expect that DTC or its nominee, upon receipt of any payment of principal or interest in respect of a global note representing any notes held by DTC or its nominee, will immediately credit participants’ accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of such global note for such notes as shown on the records of DTC or its nominee. We expect that the common depositary, in its capacity as paying agent, upon receipt of any payment of principal or interest in respect of a global note representing any notes held by the common depositary or its nominee, will immediately credit the accounts of Euroclear and Clearstream, Luxembourg, which in turn will immediately credit accounts of participants in Euroclear and Clearstream, Luxembourg with payments in amounts proportionate to their respective beneficial interests in the principal amount of such global note for such notes as shown on the records of Euroclear and Clearstream, Luxembourg. We also expect that payments by participants to owners of beneficial interests in such global note held through such participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers registered in “street name.” Such payments will be the responsibility of such participants.

      Because DTC, Euroclear and Clearstream, Luxembourg can only act on behalf of their respective participants, who in turn act on behalf of indirect participants and certain banks, the ability of a holder of a beneficial interest in global notes to pledge its interest to persons or entities that do not participate in the DTC, Euroclear or Clearstream, Luxembourg systems, or otherwise take actions in respect of its interest, may be limited by the lack of a definitive certificate for its interest. The laws of some countries and some states in the United States require that certain persons take physical delivery of securities in certificated form. Consequently, the ability to transfer beneficial interests in a global note to such persons may be limited. Because DTC, Euroclear and Clearstream, Luxembourg can act only on behalf of participants, which in turn, act on behalf of indirect participants and certain banks, the ability of a person having a beneficial interest in a global note to pledge its interest to persons or entities that do not participate in the DTC system or in Euroclear and Clearstream, Luxembourg, as the case may be, or otherwise take actions in respect of its interest, may be affected by the lack of a physical certificate evidencing its interest.

      Except for trades involving only Euroclear and Clearstream, Luxembourg participants, interests in the global notes will trade in DTC’s Same-Day Funds Settlement System and secondary market trading activity in such interests will therefore settle in immediately available funds, subject in all cases to the rules and procedures of DTC and its participants. Transfers of interests in global notes between participants in DTC will be effected in accordance with DTC’s procedures, and will be settled in same-day funds. Transfers of interests in global notes between participants in Euroclear and Clearstream, Luxembourg will be effected in the ordinary way in accordance with their respective rules and operating procedures.

      Subject to compliance with the transfer restrictions applicable to the notes described above, cross-market transfers of notes between DTC participants, on the one hand, and Euroclear or Clearstream, Luxembourg participants, on the other hand, will be effected in DTC in accordance with DTC’s rules on behalf of Euroclear or Clearstream, Luxembourg, as the case may be, by our respective depositary. However, such crossmarket transactions will require delivery of instructions to Euroclear or Clearstream, Luxembourg, as the case may be, by the counterparty in such system in accordance with the rules and procedures and within the established deadlines (Brussels time) of such system. Euroclear or Clearstream, Luxembourg, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the relevant global note in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Euroclear participants and Clearstream, Luxembourg participants may not deliver instructions directly to the depositaries for Euroclear or Clearstream, Luxembourg.

      Because of time zone differences, the securities account of a Euroclear or Clearstream, Luxembourg participant purchasing an interest in a global note from a DTC participant will be credited, and any such crediting will be reported to the relevant Euroclear or Clearstream, Luxembourg participant, during the securities settlement processing day, which must be a business day for Euroclear and Clearstream, Luxembourg immediately following the DTC settlement date. Cash received in Euroclear or Clearstream, Luxembourg as a result of sales of interests in a global note by or through a Euroclear or Clearstream, Luxembourg participant to a DTC participant will be received with value on the DTC settlement date but will

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be available in the relevant Euroclear or Clearstream, Luxembourg cash account only as of the business day for Euroclear or Clearstream, Luxembourg following the DTC settlement date.

      DTC, Euroclear and Clearstream, Luxembourg have advised us that they will take any action permitted to be taken by a holder of notes, including the presentation of notes for exchange as described below, only at the direction of one or more participants to whose account with DTC or Euroclear or Clearstream, Luxembourg, as the case may be, interests in the global notes are credited and only in respect of such portion of the aggregate principal amount of the notes as to which such participant or participants has or have given such direction. However, if there is an event of default under the notes, DTC, Euroclear and Clearstream, Luxembourg reserve the right to exchange the global notes for legended notes in certificated form, and to distribute such notes to their respective participants.

      DTC has advised us that it is:

•  a limited purpose trust company organized under the laws of the State of New York;

•  a member of the Federal Reserve system;

•  a “clearing corporation” within the meaning of the Uniform Commercial Code; and

•  a “Clearing Agency” registered pursuant to the provisions of Section 17A of the Exchange Act.

      DTC was created to hold securities for its participants and facilitate the clearance and settlement of securities transactions between participants through electronic book-entry changes in accounts of its participants, thereby eliminating the need for physical transfer and delivery of certificates. Participants include securities brokers and dealers, banks, trust companies and clearing corporations and may include certain other organizations. Indirect access to the DTC system is available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly (“indirect participants”).

      Euroclear and Clearstream, Luxembourg have advised us that each of Euroclear and Clearstream, Luxembourg (1) holds securities for their account holders and (2) facilitates the clearance and settlement of securities transactions by electronic book-entry transfer between their respective account holders, thereby eliminating the need for physical movements of certificates and any risk from lack of simultaneous transfers of securities.

      Euroclear and Clearstream, Luxembourg each provide various services, including safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Euroclear and Clearstream, Luxembourg each also deals with domestic securities markets in several countries through established depository and custodial relationships. The respective systems of Euroclear and Clearstream, Luxembourg have established an electronic bridge between their two systems across which their respective account holders may settle trades with each other.

      Account holders in both Euroclear and Clearstream, Luxembourg are worldwide financial institutions including underwriters, securities brokers and dealers, trust companies and clearing corporations. Indirect access to both Euroclear and Clearstream, Luxembourg is available to other institutions that clear through or maintain a custodial relationship with an account holder of either system.

      An account holder’s overall contractual relations with either Euroclear or Clearstream, Luxembourg are governed by the respective rules and operating procedures of Euroclear or Clearstream, Luxembourg and any applicable laws. Both Euroclear and Clearstream, Luxembourg act under such rules and operating procedures only on behalf of their respective account holders, and have no record of or relationship with persons holding through their respective account holders.

      Although DTC, Euroclear and Clearstream, Luxembourg currently follow the foregoing procedures to facilitate transfers of interests in global notes among participants of DTC, Euroclear and Clearstream, Luxembourg, they are under no obligation to do so, and such procedures may be discontinued or modified at any time. Neither we nor the trustee will have any responsibility for the performance by DTC, Euroclear or

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Clearstream, Luxembourg or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

Certificated Notes

      If any depositary is at any time unwilling or unable to continue as a depositary for notes for the reasons set forth above under “— Global Notes,” we will issue certificates for such notes in definitive, fully registered, non-global form without interest coupons in exchange for the global note. Certificates for notes delivered in exchange for any global note or beneficial interests in any global note will be registered in the names, and issued in any approved denominations, requested by DTC, Euroclear, Clearstream, Luxembourg or the common depositary, in accordance with their customary procedures.

Same-Day Settlement and Payment

      The indenture requires that payments in respect of the notes represented by the global notes, including principal, premium, if any, interest and additional interest, if any, be made by wire transfer of immediately available funds to the accounts specified by the global note holder. With respect to notes in certificated form, we will make all payments of principal, premium, if any, interest and additional interest, if any, by wire transfer of immediately available funds to the accounts specified by the holders thereof or, if no such account is specified, by mailing a check to each the holder’s registered address. Certificated notes may be surrendered for payment at the offices of the trustee or, so long as the notes are listed on the Luxembourg Stock Exchange, the paying agent in Luxembourg on the maturity date of the notes. The notes represented by the global notes are expected to be eligible to trade in DTC’s Same-Day Firm Settlement System, and any permitted secondary market trading activity in such notes will, therefore, be required by DTC to be settled in immediately available funds. We expect that secondary trading in any certificated notes will also be settled in immediately available funds.

      Because of time zone differences, the securities account of Euroclear or Clearstream, Luxembourg participant purchasing an interest in a global note from a participant in DTC will be credited, and any such crediting will be reported to the relevant Euroclear or Clearstream, Luxembourg participant, during the securities settlement processing day, which must be a business day for Euroclear and Clearstream, Luxembourg, immediately following the settlement date of DTC. Cash received in Euroclear or Clearstream, Luxembourg as a result of sales of interests in a global note by or through a Euroclear or Clearstream, Luxembourg participant to a participant in DTC will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream, Luxembourg cash account only as of the business day for Euroclear or Clearstream, Luxembourg following DTC’s settlement date.

Notices

      Notices to holders of the notes will be made by first class mail, postage prepaid, to the addresses that appear on the register of the Company. Any notice will be deemed to have been given on the date of publication or, if published more than once, on the date of the first publication.

MATERIAL TAX CONSIDERATIONS

      This summary is of a general nature and is included in this prospectus solely for informational purposes. It is not intended to be, nor should it be construed as being, legal or tax advice. No representation regarding the consequences to any particular purchaser of the notes is made. Prospective purchasers should consult their own tax advisers regarding their particular circumstances and the effects of state, local or foreign, including Singapore, tax laws to which they may be subject.

U.S. Federal Income Tax Considerations

      The following statements represent a general summary of some United States federal income tax consequences of the acquisition, ownership and disposition of the notes to purchasers who are (1) United

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States citizens or residents; (2) corporations or other entities treated as corporations created or organized in or under the laws of the United States or any political subdivision thereof; (3) an estate the income of which is subject to United States federal income taxation regardless of its source; or (4) a trust if a United States court is able to exercise primary supervision over its administration and one or more United States persons have the authority to control all of its substantial decisions or a trust that has a valid election in effect to be treated as a U.S. person (for purposes of this discussion, “U.S. holders”), and who hold their beneficial interests in the notes as capital assets. The tax treatment of a partner of a foreign or domestic partnership (or any entity treated as a partnership for U.S. federal income tax purposes) will generally depend on the status of the partner and the activities of the partnership. Partners of partnerships holding shares should consult their tax advisors.

      This discussion is based upon the provisions of the United States Internal Revenue Code of 1986, as amended (the “Code”), regulations, rulings and judicial interpretations now in effect, all of which are subject to change, possibly with retroactive effect. There can be no assurance that the Internal Revenue Service (“IRS”) will not challenge one or more of the tax consequences described herein, and we have not obtained, nor do we intend to obtain, a ruling from the IRS with respect to the U.S. federal income tax consequences of acquiring or holding the notes. The summary does not purport to deal with all aspects of United States federal income tax consequences and does not deal with purchasers who are not U.S. holders or with some classes of U.S. holders subject to special treatment under United States federal income tax law, such as dealers in securities, banks, insurance companies, partnerships or other pass-through entities, tax-exempt (employment, charitable or other) organizations, and persons holding notes as part of a hedging or conversion transaction or straddle, or persons deemed to sell notes under the constructive sale provisions of the Code, nor does it discuss any aspects of state or local tax law or U.S. federal estate and gift tax law. In addition, because tax consequences may differ depending on individual circumstances, we strongly urge each prospective purchaser of the notes to consult his own tax advisor with respect to his particular tax situation.

Taxation of Interest

      Interest paid on a note (including any taxes withheld) generally will be includible as ordinary income in accordance with the U.S. holder’s regular method of tax accounting. If Additional Amounts are paid, such payment will be taxable as ordinary income in accordance with the U.S. holder’s regular method of tax accounting. Interest and any Additional Amounts will be income from sources outside the United States for foreign tax credit limitation purposes. Subject to generally applicable limitations, a U.S. holder may elect to claim either a deduction or foreign tax credit in computing its U.S. federal income tax liability for withholding taxes, if any, withheld from interest paid on the note.

Market Discount

      If a U.S. holder purchases a note for an amount that is less than its stated redemption price at maturity, the amount of the difference will be treated as “market discount,” unless that difference is less than a specified de minimis amount. Under the market discount rules, U.S. holders will be required to treat any payment, other than qualified stated interest, on, or any gain recognized on the sale, exchange, retirement or other disposition (including a gift or redemption at maturity) of the note (other than in connection with certain nonrecognition transaction) as ordinary income to the extent of the market discount that holders have not previously included in income and are treated as having accrued on the note at the time of its payment or disposition. In addition, U.S. holders may be required to defer, until the maturity of the note or its earlier disposition in a taxable transaction (or certain non-recognition transactions where market discount is required to be taken into account), the deduction of all or a portion of the interest expense on any indebtedness attributable to the note. Amounts included in income under the market discount rules will generally be treated as income from sources outside the United States for foreign tax credit limitation purposes.

      Any market discount will be considered to accrue ratably during the period from the date of acquisition to the maturity date of the note, unless the U.S. holder elects to accrue on a constant interest method. U.S. holders may elect to include market discount in income currently as it accrues, on either a ratable or constant interest method, in which case the rule described above regarding deferral of interest deductions will

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not apply. A U.S. holder’s election to include market discount in income currently, once made, applies to all market discount obligations acquired by such holder on or after the first taxable year to which such holder’s election applies and may not be revoked without the consent of the IRS.

Bond Premium

      If a U.S. holder purchases a note for an amount in excess of the sum of all amounts payable on the note after the purchase date, other than qualified stated interest, such holder will be considered to have purchased the note at a “premium.” A U.S. holder generally may elect to amortize the premium over the remaining term of the note on a constant yield method as an offset to interest when includible in income under such holder’s regular accounting method. If a U.S. holder does not elect to amortize bond premium, that premium will decrease the gain or increase the loss such holder would otherwise recognize on disposition of the note. The election to amortize premium on a constant yield method will also apply to all debt obligations held or subsequently acquired by the U.S. holder on or after the first day of the first taxable year to which the election applies. A U.S. holder may not revoke the election without the consent of the IRS.

Sale, Exchange and Redemption of Notes

      A U.S. holder (subject to the market discount and premium rules discussed above) will recognize gain or loss for U.S. federal income tax purposes upon the sale or other disposition of the notes in an amount equal to the difference between the amount realized, other than any amount attributable to accrued but unpaid interest, and the U.S. holder’s adjusted tax basis in the notes. Assuming that the U.S. holder has held the notes as capital assets, such gain or loss will be capital gain or loss and will be long-term capital gain or loss if the notes have been held for more than one year. Long-term capital gain realized by an individual U.S. holder is generally subject to a maximum tax rate of 15%. Capital gain or loss will be short-term capital gain or loss if the notes have been held for one year or less. Short-term capital gain realized by an individual U.S. holder generally is taxed at ordinary income rates. Gain generally will be income from U.S. sources for foreign tax credit limitation purposes. The deductibility of capital losses is subject to certain limitations. Generally, any loss will be allocated to reduce U.S. source income. However, loss, or a portion of the loss, may be used to offset foreign source income if attributable to accrued but unpaid interest. If a U.S. holder receives any foreign currency on the sale, redemption or other taxable disposition of notes, the holder may recognize ordinary gain or loss due to the currency fluctuation.

      The exchange of the old notes for the new notes pursuant to the exchange offer should not be treated as an “exchange” for federal income tax purposes because the new notes should not differ materially in either kind or extent from the old notes and because the exchange will occur by operation of the terms of the old notes. A U.S. holder’s adjusted tax basis in the new notes should be the same as the holder’s adjusted tax basis in the old notes. A U.S. holder’s holding period for the new notes received pursuant to the exchange offer should include its holding period for the old notes surrendered for the new notes.

Information Reporting and Backup Withholding

      Payments in respect of notes (for example, principal, interest and proceeds from the sale of the notes) may be subject to information reporting to the U.S. Internal Revenue Service and U.S. backup withholding tax at a rate currently of 28% (which percent will increase to 31% in 2011). Backup withholding will generally not apply, however, to a holder who furnishes certification of a correct taxpayer identification number or who is otherwise exempt from backup withholding (such as a corporation). Generally, a U.S. holder will provide such certification on Form W-9 (Request for Taxpayer Identification Number and Certification).

      Any amounts withheld under the backup withholding rules will be allowed as a credit against such U.S. holder’s U.S. federal income tax and may entitle the U.S. holder to a refund, provided that the required information is furnished to the Internal Revenue Service.

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Singapore Tax Considerations

      The following summary addresses only the income tax laws of the Republic of Singapore in force and effect as of the date of this prospectus and is intended as a general guide only.

Withholding Tax

      Subject to the provisions of any applicable tax treaty (there is currently no tax treaty between Singapore and the United States), non-resident taxpayers, namely individuals not residing in, or corporations not managed and controlled in Singapore, which derive income under Section 12(6) of the Income Tax Act, Chapter 134 of Singapore (which includes interest, commissions, fees or other payments in connection with any loan or indebtedness) (“interest”) from Singapore, are subject to a withholding tax on that income at a rate of 15%, subject to some exceptions. Where the Singapore payer is to bear the withholding tax on the gross payment, the Singapore withholding tax is payable on the grossed up amount of the payment.

      Payments of principal on the redemption of the notes (not being interest payments) will not be subject to withholding tax in Singapore.

      Interest payments made by us under the notes will not be subject to withholding tax in Singapore if:

•  the payments are not borne, directly or indirectly, by a person who is a tax resident in Singapore (except in respect of any business carried on outside Singapore through a permanent establishment outside Singapore) or a permanent establishment in Singapore (a “Singapore Person”);

•  the payments are not deductible against any income accruing in or derived from Singapore; and

•  none of the proceeds of the notes are brought into or used in Singapore.

      We intend to make interest payments through our branch office in Bermuda. Accordingly, interest paid on the notes will not be subject to withholding tax in Singapore, as long as the interest payments are made through the branch office and are not borne by a Singapore Person and are not deductible against income derived from Singapore and the proceeds are not used in Singapore.

Capital Gains Tax

      Under current Singapore tax law, there is no tax on capital gains. Thus, any profits from the disposal of the notes (whether as a consequence of the exchange offer or otherwise) are not taxable in Singapore unless the seller is regarded as carrying on a trade in securities dealings in Singapore, in which case the disposal profits would be treated as taxable trading profits rather than capital gains and taxed at 22% (in the case of a company) or at the seller’s applicable individual tax rate.

Stamp Duties

      There is no stamp duty payable in respect of the holding and disposition of the notes issued by us where the notes are issued through one of our foreign branches and the instrument of transfer of the notes are executed outside Singapore and not brought into Singapore.

Estate Taxation

      No Singapore estate tax is imposed on the movable property passing on the death of an individual who is not domiciled in Singapore. Thus, an individual shareholder who is not domiciled in Singapore at the time of his or her death will not be subject to Singapore estate tax on the value of any such notes held by the individual upon the individual’s death.

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PLAN OF DISTRIBUTION

      We will receive no proceeds in connection with the exchange offer.

      Each broker-dealer that receives new notes for its own account in connection with the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of new notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for old notes where the old notes were acquired as a result of market-making activities or other trading activities. We have agreed that for a period ending upon the earlier of (1) 180 days after the exchange offer has been completed and (2) the date on which broker-dealers no longer own any transfer restricted securities, we will make available and provide promptly upon reasonable request this prospectus as amended or supplemented, in a form meeting the requirements of the Securities Act to any broker-dealer for use in connection with any resale.

      New notes received by broker-dealers for their own account in the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new notes or a combination of these methods of resale, at market prices prevailing at the time of resale, at prices related to prevailing market prices or negotiated prices. Any resale may be made directly to purchasers or through brokers or dealers who may receive compensation in the form of commissions or concessions from any broker-dealer and/or the purchasers of any new notes. Any broker-dealer that resells new notes that were received by it for its own account in the exchange offer and any broker or dealer that participates in a distribution of new notes may be deemed to be an “underwriter” within the meaning of the Securities Act, and any profit on any such resale of new notes and any commissions or concessions received by these persons may be deemed to be underwriting compensation under the Securities Act. The letters of transmittal state that by acknowledging that it will deliver, and by delivering, a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. We have agreed to indemnify broker-dealers against various liabilities, including liabilities under the Securities Act.

LEGAL MATTERS

      The validity of the notes registered by this registration statement will be passed upon on our behalf by Allen & Gledhill, our Singapore legal advisors. Some United States legal matters in connection with the exchange offer will be passed upon for us by Fenwick & West LLP, Mountain View, California.

EXPERTS

      The consolidated financial statements for the fiscal year ended March 31, 2003 incorporated in this registration statement by reference from the Company’s Annual Report on Form 10-K for the year ended March 31, 2003, have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report, which is incorporated herein by reference, and have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

      The audited financial statements for the two-year period ended March 31, 2002 that are incorporated by reference in this registration statement have been audited by Arthur Andersen LLP, independent public accountants, as set forth in their report dated April 25, 2002 with respect thereto. Because Arthur Andersen LLP has ceased to exist, you may have no effective remedy against Arthur Andersen LLP in connection with a material misstatement or omission in these financial statements.

70

FLEXTRONICS INTERNATIONAL LTD.

Exchange Offer For All Outstanding

$400,000,000 6 1/2% Senior Subordinated Notes Due 2013

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Officers and Directors

      Article 155 of the Registrant’s Articles of Association provides that, subject to the Singapore Companies Act, every director or other officer shall be entitled to be indemnified by the Registrant against all liabilities incurred by him in the execution and discharge of his duties or in relation thereto, including any liability in defending any proceedings, civil or criminal, which relate to anything done or omitted or alleged to have been done or omitted by him as an officer or employee of the Registrant and in which judgment is given in his favor, or the proceedings otherwise disposed of without finding or admission of any material breach of duty; or in which he is acquitted; or in connection with any application under any statute for relief from liability for any act or omission in which relief is granted to him by the court.

      In addition, no director or other officer shall be liable for the acts, receipts, neglects or defaults of any other director or officer, or for joining in any receipt or other act for conformity, or for any loss or expense happening to the Registrant, through the insufficiency or deficiency of title to any property acquired by order of the directors for the Registrant or for the insufficiency or deficiency of any security upon which any of the moneys of the Registrant are invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person with whom any moneys, securities or effects are deposited, or any other loss or misfortune which happens in the execution of his duties, unless the same happens through his own negligence, willful default, breach of duty or breach of trust.

      Section 172 of the Companies Act prohibits a company from indemnifying its directors or officers against liability which by law would otherwise attach to them for any negligence, default, breach of duty or breach of trust of which they may be guilty relating to the company. However, a company is not prohibited from (a) purchasing and maintaining for any such officer insurance against any such liability, or (b) indemnifying such officer against any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favor or in which he is acquitted, or in connection with any application under Section 76A(13) or 391 of the Companies Act in which relief is granted to him by the court.

      The Registrant has entered into indemnification agreements with its officers and directors. These indemnification agreements provide the Registrant’s officers and directors with indemnification to the maximum extent permitted by the Companies Act. The Registrant has also obtained a policy of directors’ and officers’ liability insurance that will insure directors and officers against the cost of defense, settlement or payment of a judgment under certain circumstances which are permitted under the Companies Act.

Item 21. Exhibits and Financial Statement Schedule

				Incorporated by Reference
Exhibit							Filing	Exhibit			Filed
No.			Exhibit	Form		File No.	Date	No.			Herewith
	2	.01	Agreement and Plan of Merger dated November 22, 1999 among the Registrant, Slalom Acquisition Corp. and The DII Group, Inc.*		8-K	000-23354	12-06-99		2	.1
	2	.02	Agreement and Plan of Reorganization dated July 31, 2000 among the Registrant, Chatham Acquisition Corporation, and Chatham Technologies, Inc.*		8-K	000-23354	09-15-00		2	.01
	2	.03	Merger Agreement dated August 10, 2000 among the Registrant, JIT Holdings Limited, Goh Thiam Poh Tommie and Goh Mui Teck William, as amended.*		S-3	333-46770	09-27-00		2	.4

II-1

				Incorporated by Reference
Exhibit							Filing	Exhibit			Filed
No.			Exhibit	Form		File No.	Date	No.			Herewith
	2	.04	Agreement and Plan of Reorganization dated August 31, 2000 among the Registrant, Lightning Metal Acquisition Corp., Coating Acquisition Corp., Lightning Tool Acquisition Corp., Lightning Metal Specialties, Incorporated, Coating Technologies, Inc., Lightning Tool and Design, Inc., Lightning Metal Specialties E.M.F., Ltd., Lightning Manufacturing Solutions-Europe, Ltd., Lightning Manufacturing Solutions Texas, L.L.C., Lightning Logistics, L.L.C., Papason, L.L.C., 200 Scott Street, L.L.C., 80 Scott Street, L.L.C., 230 Scott Street, L.L.C., 1350 Lively Blvd, L.L.C., D.A.D. Partnership, S.O.N. Partnership, S.O.N. II Partnership, and shareholders and members of such companies.*		S-3	333-46200	09-20-00		2	.4
	2	.05	Exchange Agreement dated January 14, 2000, among the Registrant, Palo Alto Products International Pte. Ltd., and the shareholders of Palo Alto Products International Pte. Ltd., Palo Alto Manufacturing (Thailand) Ltd., and Palo Alto Plastic (Thailand) Ltd.		10-K	000-23354	06-29-01		2	.06
	3	.01	Memorandum and New Articles of Association of the Registrant.		10-Q	000-23354	02-09-01		3	.1
	4	.01	Indenture dated as of October 15, 1997 between Registrant and U.S. Bank National Association (successor to State Street Bank and Trust Company of California, N.A.), as trustee.		8-K	000-23354	10-22-97		10	.1
	4	.02	U.S. Dollar Indenture dated June 29, 2000 between the Registrant and J.P. Morgan Trust Company, National Association (successor to Chase Manhattan Bank and Trust Company, N.A.), as trustee.		10-Q	000-23354	08-14-00		4	.1
	4	.03	Euro Indenture dated as of June 29, 2000 between Registrant and J.P. Morgan Trust Company, National Association (successor to Chase Manhattan Bank and Trust Company, N.A.), as trustee.		10-Q	000-23354	08-14-00		4	.2
	4	.04	Indenture dated as of May 8, 2003 between Registrant and J.P. Morgan Trust Company, National Association, as trustee.		10-K	000-23354	06-06-00		4	.04

II-2

				Incorporated by Reference
Exhibit							Filing	Exhibit			Filed
No.			Exhibit	Form		File No.	Date	No.			Herewith
	4	.05	Credit Agreement dated as of March 8, 2002 among Flextronics International Ltd., the lenders named in Schedule I to the Credit Agreement, ABN AMRO Bank N.V. as agent for the lenders, ABN AMRO Bank N.V. and Fleet National Bank, as co-lead arrangers, Deutsche Banc Alex. Brown Inc., Bank of America, N.A., Citicorp USA, Inc. and Fleet National Bank, as co-syndication agents, The Bank of Nova Scotia, as senior managing agent, BNP Paribas and Credit Suisse First Boston, as managing agents, and Fleet National Bank, as the issue of letters of credit (the “FIL Credit Agreement”).*		10-K	000-23354	05-03-02		4	.04
	4	.06	Credit Agreement dated as of March 8, 2002 among Flextronics International USA, Inc., the lenders named in Schedule I to the Credit Agreement, ABN AMRO Bank N.V. as agent for the lenders, ABN AMRO Bank N.V. and Fleet National Bank, as co-lead arrangers, Deutsche Banc Alex. Brown Inc., Bank of America, N.A., Citicorp USA, Inc. and Fleet National Bank, as co-syndication agents, The Bank of Nova Scotia, as senior managing agent, BNP Paribas and Credit Suisse First Boston, as managing agents, and Fleet National Bank, as the issue of letters of credit (the “FIUI Credit Agreement”).*		10-K	000-23354	05-03-02		4	.05
	4	.07	Amendment No. 1 to the FIL Credit Agreement dated as of March 7, 2003.*		10-K	000-23354	06-06-03		4	.08
	4	.08	Amendment No. 1 to the FIUI Credit Agreement dated as of March 7, 2003.*		10-K	000-23354	06-06-03		4	.09
	4	.09	Registration Rights Agreement dated May 8, 2003 by and among the Registrant, CitiGroup Global Markets Inc., Credit Suisse First Boston LLC, Goldman, Sachs & Co., Deutsche Bank Securities Inc., Lehman Brothers Inc., Banc of America Securities LLC, ABN, AMRO Incorporated and Bear Stearns.									X
	5	.01	Opinion of Fenwick & West LLP.									X
	5	.02	Opinion of Allen & Gledhill with respect to the ordinary shares being registered.									X
	10	.01	Form of Indemnification Agreement between the Registrant and its Directors and certain officers.		S-1	33-74622			10	.01
	10	.02	Registrant’s 1993 Share Option Plan.		S-8	333-55850	02-16-01		4	.2

II-3

				Incorporated by Reference
Exhibit							Filing	Exhibit			Filed
No.			Exhibit	Form		File No.	Date	No.			Herewith
	10	.03	Registrant’s 1997 Employee Share Purchase Plan.		S-8	333-95189	11-20-02		4	.02
	10	.04	Registrant’s 1997 Interim Stock Plan.		S-8	333-42255	12-15-97		99	.2
	10	.05	Registrant’s 1998 Interim Stock Plan.		S-8	333-71049	01-22-99		4	.5
	10	.06	Registrant’s 1999 Interim Stock Plan.		S-8	333-71049	01-22-99		4	.6
	10	.07	Registrant’s 2001 Equity Incentive Plan.		S-8	333-75526	12-19-01		4	.9
	10	.08	Registrant’s 2002 Interim Incentive Plan.		S-8	333-103189	02-13-03		4	.02
	10	.09	Flextronics U.S.A. 401(k) plan.		S-1	33-74622			10	.52
	10	.10	Form of Secured Full Recourse Promissory Note executed by certain executive officers of the Registrant in favor of Flextronics International, NV, in connection with Glouple Ventures 2000 — I.		10-K	000-23354	06-29-01		10	.08
	10	.11	Form of Secured Full Recourse Promissory Note executed by certain executive officers of the Registrant in favor of Flextronics International, NV, in connection with Glouple Ventures 2000 — II.		10-K	000-23354	06-29-01		10	.09
	12	.01	Statement regarding Computation of Ratios.									X
	21	.01	Subsidiaries of Registrant.		10-K	000-23354	06-06-03		21	.01
	23	.01	Consent of Fenwick & West LLP (included in Exhibit 5.01).									X
	23	.02	Consent of Allen & Gledhill (included in Exhibit 5.02).									X
	23	.03	Consent of Deloitte & Touche LLP.									X
	24	.01	Power of Attorney (included in the signature page of this Registration Statement).									X
	25	.01	Statement of Eligibility of Trustee relating to the Registrant’s $400.0 million 6 1/2% Senior Subordinated Notes Due 2013.									X
	99	.01	Letter of Transmittal.									X
	99	.02	Notice of Guaranteed Delivery.									X

*  Certain schedules have been omitted. The Registrant agrees to furnish supplementally a copy of any omitted schedule to the Commission upon request.

Item 22. Undertakings

      (a) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with

II-4

the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

      (b) The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

      (c) The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

      (d) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-5

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be singed on its behalf by the undersigned, thereunto duly authorized, in the city of San Jose, state of California, on this 5th day of August, 2003.

FLEXTRONICS INTERNATIONAL LTD.

By:  /s/ MICHAEL E. MARKS

Michael E. Marks

Chief Executive Officer and Director

POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints jointly and severally, Michael E. Marks and Robert R.B. Dykes and each one of them, his attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any and all amendments to this registration statement (including any and all amendments, including post-effective amendments), and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitutes, may do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ MICHAEL E. MARKS Michael E. Marks	Chief Executive Officer and Director (Principal Executive Officer)	August 5, 2003
/s/ ROBERT R.B. DYKES Robert R.B. Dykes	President, Systems Group and Chief Financial Officer (Principal Financial Officer)	August 5, 2003
/s/ THOMAS J. SMACH Thomas J. Smach	Vice President, Finance (Principal Accounting Officer)	August 5, 2003
Richard L. Sharp	Chairman of the Board	August  , 2003
/s/ JAMES A. DAVIDSON James A. Davidson	Director	August 5, 2003
/s/ PATRICK FOLEY Patrick Foley	Director	August 5, 2003

II-6

Signature	Title	Date
/s/ MICHAEL J. MORITZ Michael J. Moritz	Director	August 5, 2003
Lip-Bu-Tan	Director	August   , 2003

II-7

EXHIBIT INDEX

				Incorporated by Reference
Exhibit							Filing	Exhibit			Filed
No.			Exhibit	Form		File No.	Date	No.			Herewith
	2	.01	Agreement and Plan of Merger dated November 22, 1999 among the Registrant, Slalom Acquisition Corp. and The DII Group, Inc.*		8-K	000-23354	12-06-99		2	.1
	2	.02	Agreement and Plan of Reorganization dated July 31, 2000 among the Registrant, Chatham Acquisition Corporation, and Chatham Technologies, Inc.*		8-K	000-23354	09-15-00		2	.01
	2	.03	Merger Agreement dated August 10, 2000 among the Registrant, JIT Holdings Limited, Goh Thiam Poh Tommie and Goh Mui Teck William, as amended.*		S-3	333-46770	09-27-00		2	.4
	2	.04	Agreement and Plan of Reorganization dated August 31, 2000 among the Registrant, Lightning Metal Acquisition Corp., Coating Acquisition Corp., Lightning Tool Acquisition Corp., Lightning Metal Specialties, Incorporated, Coating Technologies, Inc., Lightning Tool and Design, Inc., Lightning Metal Specialties E.M.F., Ltd., Lightning Manufacturing Solutions-Europe, Ltd., Lightning Manufacturing Solutions Texas, L.L.C., Lightning Logistics, L.L.C., Papason, L.L.C., 200 Scott Street, L.L.C., 80 Scott Street, L.L.C., 230 Scott Street, L.L.C., 1350 Lively Blvd, L.L.C., D.A.D. Partnership, S.O.N. Partnership, S.O.N. II Partnership, and shareholders and members of such companies.*		S-3	333-46200	09-20-00		2	.4
	2	.05	Exchange Agreement dated January 14, 2000, among the Registrant, Palo Alto Products International Pte. Ltd., and the shareholders of Palo Alto Products International Pte. Ltd., Palo Alto Manufacturing (Thailand) Ltd., and Palo Alto Plastic (Thailand) Ltd.		10-K	000-23354	06-29-01		2	.06
	3	.01	Memorandum and New Articles of Association of the Registrant.		10-Q	000-23354	02-09-01		3	.1
	4	.01	Indenture dated as of October 15, 1997 between Registrant and U.S. Bank National Association (successor to State Street Bank and Trust Company of California, N.A.), as trustee.		8-K	000-23354	10-22-97		10	.1
	4	.02	U.S. Dollar Indenture dated June 29, 2000 between the Registrant and J.P. Morgan Trust Company, National Association (successor to Chase Manhattan Bank and Trust Company, N.A.), as trustee.		10-Q	000-23354	08-14-00		4	.1

				Incorporated by Reference
Exhibit							Filing	Exhibit			Filed
No.			Exhibit	Form		File No.	Date	No.			Herewith
	4	.03	Euro Indenture dated as of June 29, 2000 between Registrant and J.P. Morgan Trust Company, National Association (successor to Chase Manhattan Bank and Trust Company, N.A.), as trustee.		10-Q	000-23354	08-14-00		4	.2
	4	.04	Indenture dated as of May 8, 2003 between Registrant and J.P. Morgan Trust Company, National Association, as trustee.		10-K	000-23354	06-06-00		4	.04
	4	.05	Credit Agreement dated as of March 8, 2002 among Flextronics International Ltd., the lenders named in Schedule I to the Credit Agreement, ABN AMRO Bank N.V. as agent for the lenders, ABN AMRO Bank N.V. and Fleet National Bank, as co-lead arrangers, Deutsche Banc Alex. Brown Inc., Bank of America, N.A., Citicorp USA, Inc. and Fleet National Bank, as co-syndication agents, The Bank of Nova Scotia, as senior managing agent, BNP Paribas and Credit Suisse First Boston, as managing agents, and Fleet National Bank, as the issue of letters of credit (the “FIL Credit Agreement”).*		10-K	000-23354	05-03-02		4	.04
	4	.06	Credit Agreement dated as of March 8, 2002 among Flextronics International USA, Inc., the lenders named in Schedule I to the Credit Agreement, ABN AMRO Bank N.V. as agent for the lenders, ABN AMRO Bank N.V. and Fleet National Bank, as co-lead arrangers, Deutsche Banc Alex. Brown Inc., Bank of America, N.A., Citicorp USA, Inc. and Fleet National Bank, as co-syndication agents, The Bank of Nova Scotia, as senior managing agent, BNP Paribas and Credit Suisse First Boston, as managing agents, and Fleet National Bank, as the issue of letters of credit (the “FIUI Credit Agreement”).*		10-K	000-23354	05-03-02		4	.05
	4	.07	Amendment No. 1 to the FIL Credit Agreement dated as of March 7, 2003.*		10-K	000-23354	06-06-03		4	.08
	4	.08	Amendment No. 1 to the FIUI Credit Agreement dated as of March 7, 2003.*		10-K	000-23354	06-06-03		4	.09
	4	.09	Registration Rights Agreement dated May 8, 2003 by and among the Registrant, CitiGroup Global Markets Inc., Credit Suisse First Boston LLC, Goldman, Sachs & Co., Deutsche Bank Securities Inc., Lehman Brothers Inc., Banc of America Securities LLC, ABN, AMRO Incorporated and Bear Stearns.									X
	5	.01	Opinion of Fenwick & West LLP.									X

				Incorporated by Reference
Exhibit							Filing	Exhibit			Filed
No.			Exhibit	Form		File No.	Date	No.			Herewith
	5	.02	Opinion of Allen & Gledhill with respect to the ordinary shares being registered.									X
	10	.01	Form of Indemnification Agreement between the Registrant and its Directors and certain officers.		S-1	33-74622			10	.01
	10	.02	Registrant’s 1993 Share Option Plan.		S-8	333-55850	02-16-01		4	.2
	10	.03	Registrant’s 1997 Employee Share Purchase Plan.		S-8	333-95189	11-20-02		4	.02
	10	.04	Registrant’s 1997 Interim Stock Plan.		S-8	333-42255	12-15-97		99	.2
	10	.05	Registrant’s 1998 Interim Stock Plan.		S-8	333-71049	01-22-99		4	.5
	10	.06	Registrant’s 1999 Interim Stock Plan.		S-8	333-71049	01-22-99		4	.6
	10	.07	Registrant’s 2001 Equity Incentive Plan.		S-8	333-75526	12-19-01		4	.9
	10	.08	Registrant’s 2002 Interim Incentive Plan.		S-8	333-103189	02-13-03		4	.02
	10	.09	Flextronics U.S.A. 401(k) plan.		S-1	33-74622			10	.52
	10	.10	Form of Secured Full Recourse Promissory Note executed by certain executive officers of the Registrant in favor of Flextronics International, NV, in connection with Glouple Ventures 2000 — I.		10-K	000-23354	06-29-01		10	.08
	10	.11	Form of Secured Full Recourse Promissory Note executed by certain executive officers of the Registrant in favor of Flextronics International, NV, in connection with Glouple Ventures 2000 — II.		10-K	000-23354	06-29-01		10	.09
	12	.01	Statement regarding Computation of Ratios.									X
	21	.01	Subsidiaries of Registrant.		10-K	000-23354	06-06-03		21	.01
	23	.01	Consent of Fenwick & West LLP (included in Exhibit 5.01).									X
	23	.02	Consent of Allen & Gledhill (included in Exhibit 5.02).									X
	23	.03	Consent of Deloitte & Touche LLP.									X
	24	.01	Power of Attorney (included in the signature page of this Registration Statement).									X
	25	.01	Statement of Eligibility of Trustee relating to the Registrant’s $400.0 million 6 1/2% Senior Subordinated Notes Due 2013.									X
	99	.01	Letter of Transmittal.									X
	99	.02	Notice of Guaranteed Delivery.									X

*  Certain schedules have been omitted. The Registrant agrees to furnish supplementally a copy of any omitted schedule to the Commission upon request.

EX-4.09 3 f92062orexv4w09.txt EXHIBIT 4.09 EXHIBIT 4.09 - -------------------------------------------------------------------------------- REGISTRATION RIGHTS AGREEMENT Dated as of May 8, 2003 Among FLEXTRONICS INTERNATIONAL LTD. as Issuer and CITIGROUP GLOBAL MARKETS INC. and CREDIT SUISSE FIRST BOSTON LLC and GOLDMAN, SACHS & CO. and DEUTSCHE BANK SECURITIES INC. and LEHMAN BROTHERS INC. and BANC OF AMERICA SECURITIES LLC and ABN AMRO INCORPORATED and BEAR, STEARNS & CO. INC. as Initial Purchasers $400,000,000 6 1/2% Senior Subordinated Notes due 2013 - -------------------------------------------------------------------------------- REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is dated as of May 8, 2003, by and among FLEXTRONICS INTERNATIONAL LTD., a Singapore corporation (the "Company" or the "Issuer"), as issuer, and CITIGROUP GLOBAL MARKETS INC., CREDIT SUISSE FIRST BOSTON LLC, GOLDMAN, SACHS & CO., DEUTSCHE BANK SECURITIES CORPORATION, LEHMAN BROTHERS INC., BANC OF AMERICA SECURITIES LLC, ABN AMRO INCORPORATED and BEAR, STEARNS & CO. INC., as Initial Purchasers (the "Initial Purchasers"). This Agreement is entered into in connection with the Purchase Agreement, dated May 5, 2003, by and among the Company and the Initial Purchasers (the "Purchase Agreement"), which provides for, among other things, the sale by the Company to the Initial Purchasers of $400,000,000 aggregate principal amount of the Company's 6 1/2% Senior Subordinated Notes due 2013 (the "Notes"). In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Issuer has agreed to provide the registration rights set forth in this Agreement for the benefit of the Initial Purchasers and any subsequent holder or holders of each of the Notes. The execution and delivery of this Agreement is a condition to the Initial Purchasers' obligation to purchase the Notes under the Purchase Agreement. The parties hereby agree as follows: 1. Definitions As used in this Agreement, the following terms shall have the following meanings: Additional Interest: See Section 4(a) hereof. Advice: See the last paragraph of Section 5 hereof. Affiliate: With respect to any specified person, "Affiliate" shall mean any other Person which, directly or indirectly, controls or is controlled by or under direct or indirect common control with such specified person. For the purposes of this definition, "control," when used with respect to any person, means the power to direct the management and policies of such person, directly or indirectly whether through the ownership of voting securities, by contract or otherwise and the terms "controlling" and "controlled" have meanings correlative to the foregoing. Agreement: See the first introductory paragraph hereto. Applicable Period: See Section 2(b) hereof. Closing: The closing as defined in the Purchase Agreement. Company: See the first introductory paragraph hereto. Effectiveness Date: The 150th day after the Issue Date; provided, however, that with respect to any Shelf Registration other than a Shelf Registration if no Exchange Registration Statement has been filed, the Effectiveness Date shall be the 90th day after the applicable Registration Statement with respect thereto is filed. Effectiveness Period: See Section 3(a) hereof. Event Date: See Section 4(b) hereof. Exchange Act: The Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder. Exchange Notes: The 6 1/2% Senior Subordinated Notes due 2013, Series B of the Company that are identical to the Notes in all material respects, except that the provisions regarding restrictions on transfer shall be modified, as appropriate, and the issuance thereof pursuant to the Exchange Offer shall have been registered pursuant to an effective Registration Statement in compliance with the Securities Act. Exchange Offer: See Section 2(a) hereof. Exchange Registration Statement: See Section 2(a) hereof. Filing Date: (i) with respect to the Exchange Registration Statement, the 90th day after the Issue Date and (ii) with respect to any Shelf Registration, (A) if no Exchange Registration Statement has been filed by the Issuer pursuant to this Agreement, the 90th day after the Issue Date and (B) in each other case (which may be applicable notwithstanding the consummation of the Exchange Offer), the 180th day after the delivery of a Shelf Notice. Holder: Any holder of a Registrable Note. Indemnified Person: See Section 7(c) hereof. Indemnifying Person: See Section 7(c) hereof. Indenture: The Indenture, dated as of May 8, 2003, by and among the Issuer and J.P.Morgan Trust Company, National Association, as Trustee, pursuant to which the Notes are being issued, as the same may be amended or supplemented from time to time in accordance with the terms thereof. Initial Purchasers: See the first introductory paragraph hereto. Initial Shelf Registration: See Section 3(a) hereof. Inspectors: See Section 5(m) hereof. Issue Date: May 8, 2003, the date of original issuance of the Notes. -2 Issuer: See the first introductory paragraph hereto. NASD: See Section 5(r) hereof. Notes: See the second introductory paragraph hereto. Offering Memorandum: The final offering memorandum of the Issuer dated May 5, 2003, in respect of the offering of the Notes. Participant: See Section 7(a) hereof. Participating Broker-Dealer: See Section 2(b) hereof. Person: An individual, trustee, corporation, partnership, joint stock company, trust, unincorporated association, union, business association, firm or other legal entity. Private Exchange: See Section 2(b) hereof. Private Exchange Notes: See Section 2(b) hereof. Prospectus: The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act and any term sheet filed pursuant to Rule 434 under the Securities Act), as amended or supplemented by any prospectus supplement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus. Purchase Agreement: See the second introductory paragraph hereto. Records: See Section 5(m) hereof. Registrable Notes: Each Note upon its original issuance and at all times subsequent thereto, each Exchange Note as to which Section 2(c)(iv) hereof is applicable upon original issuance and at all times subsequent thereto and each Private Exchange Note upon original issuance thereof and at all times subsequent thereto, until (i) a Registration Statement (other than, with respect to any Exchange Note as to which Section 2(c)(iv) hereof is applicable, the Exchange Offer Registration Statement) covering such Note, Exchange Note or Private Exchange Note has been declared effective by the SEC and such Note, Exchange Note or such Private Exchange Note, as the case may be, has been disposed of in accordance with such effective Registration Statement, (ii) such Note has been exchanged pursuant to the Exchange Offer for an Exchange Note or Exchange Notes that may be resold without complying with the prospectus delivery requirements under the Securities Act, (iii) such Note, Exchange Note or Private Exchange Note, as the case may be, ceases to be outstanding for purposes of the Indenture or (iv) such -3 Note, Exchange Note or Private Exchange Note, as the case may be, may be resold without restriction pursuant to Rule 144 under the Securities Act. Registration Default: See Section 4(a) hereof. Registration Statement: Any registration statement of the Issuer that covers any of the Notes, the Exchange Notes or the Private Exchange Notes, filed with the SEC under the Securities Act, including the Prospectus, amendments and supplements to such registration statement, including post-effective amendments, all exhibits, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement. Rule 144: Rule 144 promulgated under the Securities Act, as such Rule may be amended from time to time, or any similar rule (other than Rule 144A) or regulation hereafter adopted by the SEC providing for offers and sales of securities made in compliance therewith resulting in offers and sales by subsequent holders that are not affiliates of the issuer of such securities being free of the registration and prospectus delivery requirements of the Securities Act. Rule 144A: Rule 144A promulgated under the Securities Act, as such Rule may be amended from time to time, or any similar rule (other than Rule 144) or regulation hereafter adopted by the SEC. Rule 415: Rule 415 promulgated under the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC. SEC: The Securities and Exchange Commission. Securities Act: The Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder. Shelf Notice: See Section 2(c) hereof. Shelf Registration: See Section 3(b) hereof. Subsequent Shelf Registration: See Section 3(b) hereof. TIA: The Trust Indenture Act of 1939, as amended. Trustee: The trustee under the Indenture and the trustee under any indenture governing the Exchange Notes and Private Exchange Notes. Underwritten registration or underwritten offering: A registration in which securities of the Issuer are sold to an underwriter for reoffering to the public. -4 2. Exchange Offer (a) The Issuer shall (A) prepare and file with the SEC on or prior to the applicable Filing Date with respect to the Exchange Registration Statement (as defined below) a Registration Statement under the Securities Act with respect to an offer by the Company to the holders of the Notes to issue and deliver to such holders, in exchange for Notes, a like principal amount of Exchange Notes (the "Exchange Offer"), (B) use its reasonable efforts to cause the Registration Statement relating to the Exchange Offer to be declared effective by the SEC under the Securities Act on or prior to the Effectiveness Date and (C) commence the Exchange Offer and use its reasonable efforts to issue, on or prior to 180 days after the Issue Date, the Exchange Notes. The offer and sale of the Exchange Notes pursuant to the Exchange Offer shall be registered pursuant to the Securities Act on the appropriate form (the "Exchange Registration Statement") and duly registered or qualified under all applicable state securities or Blue Sky laws and will comply with all applicable tender offer rules and regulations under the Exchange Act and state securities or Blue Sky laws. The Exchange Offer shall not be subject to any condition, other than that the Exchange Offer does not violate any applicable law or interpretation of the staff of the SEC. Upon consummation of the Exchange Offer in accordance with this Section 2, the Issuer shall have no further registration obligations other than with respect to (i) Private Exchange Notes, (ii) Exchange Notes held by Participating Broker-Dealers and (iii) Notes or Exchange Notes as to which Section 3(a) hereof applies. No securities shall be included in the Exchange Registration Statement other than the Exchange Notes. (b) The Issuer may require each holder of Notes as a condition to its participation in the Exchange Offer to represent to the Issuer and its counsel in writing (which may be contained in the applicable letter of transmittal) that at the time of the consummation of the Exchange Offer (i) any Exchange Notes received by such holder will be acquired in the ordinary course of its business, (ii) such holder will have no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes, (iii) such holder is not an Affiliate of an Issuer, or if it is an Affiliate of an Issuer, it will comply with the registration and prospectus delivery requirements of the Securities Act, to the extent applicable and (iv) if such holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for the Notes that were acquired as a result of market-making or other trading activities, that it will deliver a Prospectus in connection with any resale of such Exchange Notes. If, prior to consummation of the Exchange Offer, an Initial Purchaser holds any Notes acquired by it and having, or that are reasonably likely to be determined to have, the status of an unsold allotment in the initial distribution, or any other holder of Notes is not entitled to participate in the Exchange Offer, the Company upon the request of such Initial Purchaser or any such holder shall, to the extent permitted by applicable law and the rules and regulations of The Depository Trust Company, simultaneously with the delivery of the Exchange Notes in the Exchange Offer, issue and deliver to such Initial Purchaser and any such holder, in exchange (the "Private Exchange") for such Notes held by such Initial Purchaser and any such holder, a like principal amount of debt securities of the Company that are identical in all material respects to the Exchange Notes (the "Private Exchange Notes") (and that are issued pursuant to the same -5 indenture as the Exchange Notes). The Private Exchange Notes shall bear the same CUSIP number as the Exchange Notes. The Issuer and the Initial Purchasers acknowledge that the staff of the SEC has taken the position that any broker-dealer that owns Exchange Notes that were received by such broker-dealer for its own account in the Exchange Offer (a "Participating Broker-Dealer") may be deemed to be an "underwriter" within the meaning of the Securities Act and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes (other than a resale of an unsold allotment resulting from the original offering of the Notes). The Issuer and the Initial Purchasers also acknowledge that it is the SEC staff's position that if the Prospectus contained in the Exchange Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange Notes, without naming the Participating Broker-Dealers or specifying the amount of Exchange Notes owned by them, such Prospectus may be delivered by Participating Broker-Dealers to satisfy their prospectus delivery obligations under the Securities Act in connection with resales of Exchange Notes for their own accounts, so long as the Prospectus otherwise meets the requirements of the Securities Act. In light of the foregoing, if and for so long as a Prospectus is required to be delivered by a Participating Broker-Dealer and if so requested by a Participating Broker-Dealer, the Issuer agrees (x) to use its best efforts to keep the Exchange Registration Statement continuously effective for a period of up to 180 days or such earlier date as each Participating Broker-Dealer shall have notified the Company in writing that such Participating Broker-Dealer has resold all Exchange Notes acquired in the Exchange Offer (the "Applicable Period") and (y) to comply with the provisions of Section 5 of this Agreement, as they relate to the Exchange Offer and the Exchange Registration Statement. Interest on the Exchange Notes and the Private Exchange Notes will accrue from (A) the later of (i) the last interest payment date on which interest was paid on the Notes surrendered in exchange therefor and (ii) if the Notes are surrendered for exchange on a date in a period which includes the record date for an interest payment date to occur on or after the date of such exchange and as to which interest will be paid, the date on such interest payment date or (B), if no interest has been paid on the Notes, from the Issue Date. In connection with each Exchange Offer, the Issuer shall: (1) mail, or cause to be mailed, to each Holder of record entitled to participate in the Exchange a copy of the Prospectus forming part of the Exchange Registration Statement, together with an appropriate letter of transmittal and related documents; (2) use its best efforts to keep the Exchange Offer open for not less than 20 business days after the date that notice of the Exchange Offer is mailed to Holders (or longer if required by applicable law); -6 (3) utilize the services of a depositary for the Exchange Offer with an address in the Borough of Manhattan, The City of New York, which may be the Trustee; (4) permit Holders to withdraw tendered Notes at any time prior to the close of business, New York time, on the last business day on which the Exchange Offer shall remain open; and (5) otherwise comply in all material respects with all applicable laws, rules and regulations. As soon as practicable after the close of the applicable Exchange Offer and the applicable Private Exchange, if any, the Issuer shall: (1) accept for exchange all Registrable Notes validly tendered and not validly withdrawn pursuant to the applicable Exchange Offer and the applicable Private Exchange, if any; (2) deliver to the Trustee for cancellation all Registrable Notes so accepted for exchange and cause the Trustee to authenticate and deliver promptly to each Holder Registrable Notes, Exchange Notes or Private Exchange Notes, as the case may be, equal in principal amount to the securities of such Holder so accepted for exchange. The Exchange Notes and the Private Exchange Notes shall be issued under (i) the Indenture or (ii) an indenture identical in all material respects to the Indenture and that, in either case, has been qualified under the TIA or is exempt from such qualification and shall provide that (a) the Exchange Notes shall not be subject to the transfer restrictions set forth in the Indenture and (b) the Private Exchange Notes shall be subject to the transfer restrictions set forth in such indenture. The Indenture or such indenture shall provide that the Exchange Notes, the Private Exchange Notes and the Notes shall vote and consent together on all matters as one class and that none of the Exchange Notes, the Private Exchange Notes or the Notes will have the right to vote or consent as a separate class on any matter. (c) If, (i) because of any change in law or in currently prevailing interpretations of the staff of the SEC, the Issuer is not permitted to effect the Exchange Offer, (ii) the Exchange Offer is not consummated within 225 days of the Issue Date, (iii) any holder of any Private Exchange Notes so requests in writing to the Issuer within 45 days after the consummation of the Exchange Offer, or (iv) in the case of any Holder that participates in the Exchange Offer, such Holder does not receive Exchange Notes on the date of the exchange that may be sold without restriction under state and federal securities laws (other than due solely to the status of such Holder as an affiliate of the Issuer within the meaning of the Securities Act) (it being understood that the requirement that a Participating Broker-Dealer deliver a Prospectus in connection with sales of Exchange Notes acquired in the Exchange Offer in exchange for Notes acquired as a result of market-making activities or other trading activities shall not result in such Exchange Notes being not "freely tradable"), then in the case of each of clauses (i) to and including (iv) of -7 this sentence, the Issuer shall promptly deliver to the Holders and the Trustee written notice thereof (the "Shelf Notice") and shall file a Shelf Registration pursuant to Section 3 hereof. 3. Shelf Registration If at any time a Shelf Notice is delivered as contemplated by Section 2(c) hereof, then: (a) Shelf Registration. The Issuer shall file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Notes not exchanged in the Exchange Offer, Private Exchange Notes and Exchange Notes as to which Section 2(c)(iv) is applicable (the "Initial Shelf Registration"). The Issuer shall use its reasonable best efforts to file with the SEC the Initial Shelf Registration on or before the applicable Filing Date; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Notes held by it covered by such Initial Shelf Registration or Subsequent Shelf Registration (as defined below), as the case may be, unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuer shall not permit any securities other than the Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Issuer shall use its reasonable best efforts to cause the Initial Shelf Registration to be declared effective by the SEC under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is two years from the Issue Date (the "Effectiveness Period"), or such shorter period ending when (i) all Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act; provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. (b) Subsequent Shelf Registrations. If the Initial Shelf Registration or any Subsequent Shelf Registration ceases to be effective for any reason at any time during the Effectiveness Period (other than because of the sale of all of the securities registered thereunder), the Issuer shall use its reasonable best efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within 60 days of such cessation of effectiveness amend the Initial Shelf Registration in a manner to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional Registration Statement pursuant to Rule 415 covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration (each, a "Subsequent Shelf Registra- -8 tion"). If a Subsequent Shelf Registration is filed, the Issuer shall use its reasonable best efforts to cause the Subsequent Shelf Registration to be declared effective under the Securities Act as soon as practicable after such filing and to keep such Subsequent Shelf Registration continuously effective for the remainder of the Effectiveness Period. As used herein the term "Shelf Registration" means the Initial Shelf Registration and any Subsequent Shelf Registration. (c) Supplements and Amendments. The Issuer shall, subject to Section 5(j), promptly supplement and amend any Shelf Registration if required by the rules, regulations or instructions applicable to the registration form used for such Shelf Registration, if required by the Securities Act, or if reasonably requested by the Holders of a majority in aggregate principal amount of the Registrable Notes covered by such Registration Statement or by any underwriter of such Registrable Notes. 4. Additional Interest (a) The Issuer and the Initial Purchasers agree that the Holders will suffer damages if the Issuer fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuer agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect): (i) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration has been filed on or prior to the applicable Filing Date or (B) notwithstanding that the Issuer has consummated or will consummate the Exchange Offer, the Issuer is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the applicable Filing Date applicable thereto; or (ii) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the relevant Effectiveness Date or (B) notwithstanding that the Issuer has consummated or will consummate the Exchange Offer, the Issuer is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date in respect of such Shelf Registration; or (iii) if (A) the Issuer has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 180th day after the Issue Date or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period (other than such time as all Notes have been disposed of thereunder); (each such event referred to in clauses (i) through (iii) above being a "Registration Default") then, commencing on the date of such Registration Default, Additional Interest shall accrue on the principal amount of the Notes at a rate of .25% per annum for the first 90 days immediately following the date of such Registration Default and the rate of such Additional Interest shall in- -9 crease by an additional .25% per annum at the beginning of each subsequent 90-day period; provided, however, that the rate of Additional Interest that shall accrue on the Notes may not exceed in the aggregate 1.0% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4(a)), (2) upon the effectiveness of the applicable Exchange Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4(a)), or (3) upon the exchange of the applicable Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4(a), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4(a)), Additional Interest on the Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue or accumulate, as the case may be. If, after the cure of all Registration Defaults then in effect, there is a subsequent Registration Default, the rate of Additional Interest for such subsequent Registration Default shall initially be 0.50%, regardless of the rate of Additional Interest in effect with respect to any prior Registration Default at the time of the cure of such Registration Default. (b) The Issuer shall notify the Trustee (who shall be acting under and protected by the terms of the Indenture) within three business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an "Event Date"). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 shall be payable in cash semiannually on each January 1 and July 1 (to the holders of record on the December 15 and June 15 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable rate of Additional Interest by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such rate of Additional Interest was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. 5. Registration Procedures In connection with the filing of any Registration Statement pursuant to Sections 2 or 3 hereof, the Issuer shall effect such registrations to permit the sale of the securities covered thereby in accordance with the intended method or methods of disposition thereof, and pursuant thereto and in connection with any Registration Statement filed by the Issuer hereunder, the Issuer shall: (a) Prepare and file with the SEC prior to the applicable Filing Date, a Registration Statement or Registration Statements as prescribed by Sections 2 or 3 hereof, and use its reasonable efforts to cause each such Registration Statement to become effective and remain effective as provided herein; provided, however, that, if (1) such filing is pursuant to Section 3 hereof, or (2) a Prospectus contained in the Exchange Registration Statement filed pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during the -10 Applicable Period relating thereto, before filing any Registration Statement or Prospectus or any amendments or supplements thereto, the Issuer shall furnish to and afford the Holders of the Registrable Notes included in such Registration Statement or each such Participating Broker-Dealer, as the case may be, its counsel and the managing underwriters, if any, a reasonable opportunity to review copies of all such documents (including copies of any documents to be incorporated by reference therein and all exhibits thereto) proposed to be filed (in each case at least five days prior to such filing, or such later date as is reasonable under the circumstances). The Issuer shall not file any Registration Statement or Prospectus or any amendments or supplements thereto if the Holders of a majority in aggregate principal amount of the Registrable Notes included in such Registration Statement, or any such Participating Broker-Dealer, as the case may be, their counsel, or the managing underwriters, if any, shall reasonably object on a timely basis. (b) Prepare and file with the SEC such amendments and post-effective amendments to each Shelf Registration Statement or Exchange Registration Statement, as the case may be, as may be necessary to keep such Registration Statement continuously effective for the Effectiveness Period or the Applicable Period, as the case may be; cause the related Prospectus to be supplemented by any prospectus supplement required by applicable law, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; and comply with the provisions of the Securities Act and the Exchange Act applicable to it with respect to the disposition of all securities covered by such Registration Statement as so amended or in such Prospectus as so supplemented and with respect to the subsequent resale of any securities being sold by a Participating Broker-Dealer covered by any such Prospectus. The Issuer shall be deemed not to have used its best efforts to keep a Registration Statement effective during the Effectiveness Period or the Applicable Period, as the case may be, relating thereto if the Issuer voluntarily takes any action that would result in selling Holders of the Registrable Notes covered thereby or Participating Broker-Dealers seeking to sell Exchange Notes not being able to sell such Registrable Notes or such Exchange Notes during that period unless such action is required by applicable law or permitted by this Agreement. (c) If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a Prospectus contained in an Exchange Registration Statement filed pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period relating thereto from whom the Company has received written notice that it will be a Participating Broker-Dealer in the applicable Exchange Offer, notify the selling Holders of Registrable Notes or each such Participating Broker-Dealer, as the case may be, promptly (but in any event within 2 business days), and confirm such notice in writing, (i) when a Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to a Registration Statement or any post-effective amendment, when the same has become effective under the Securities Act (including in such notice a written statement that any Holder may, upon request, obtain, at the sole expense of the Issuer, one conformed copy of such Registration Statement or post-effective amendment including fi- -11 nancial statements and schedules, documents incorporated or deemed to be incorporated by reference and exhibits), (ii) of the issuance by the SEC of any stop order suspending the effectiveness of a Registration Statement or of any order preventing or suspending the use of any preliminary prospectus or the initiation of any proceedings for that purpose, (iii) if at any time when a prospectus is required by the Securities Act to be delivered in connection with sales of the Registrable Notes or resales of Exchange Notes by Participating Broker-Dealers the representations and warranties of the Issuer contained in any agreement (including any underwriting agreement) contemplated by Section 5(l) hereof cease to be true and correct in all material respects, (iv) of the receipt by the Issuer of any notification with respect to the suspension of the qualification or exemption from qualification of a Registration Statement or any of the Registrable Notes or the Exchange Notes to be sold by any Participating Broker-Dealer for offer or sale in any jurisdiction, or the initiation or written threat of any proceeding for such purpose, (v) of the happening of any event, the existence of any condition or any information becoming known that makes any statement made in such Registration Statement or related Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in or amendments or supplements to such Registration Statement, Prospectus or documents so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (vi) of the Issuer's determination that a post-effective amendment to a Registration Statement would be appropriate. (d) If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a Prospectus contained in an Exchange Registration Statement filed pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, use its best efforts to prevent the issuance of any order suspending the effectiveness of a Registration Statement or of any order preventing or suspending the use of a Prospectus or suspending the qualification (or exemption from qualification) of any of the Registrable Notes or the Exchange Notes to be sold by any Participating Broker-Dealer, for sale in any jurisdiction, and, if any such order is issued, to use its best efforts to obtain the withdrawal of any such order at the earliest possible date. (e) If a Shelf Registration is filed pursuant to Section 3 and if reasonably requested by the managing underwriter or underwriters (if any), the Holders of a majority in aggregate principal amount of the Registrable Notes being sold in connection with an underwritten offering (i) as promptly as practicable incorporate in a prospectus supplement or post-effective amendment such information as the managing underwriter or underwriters (if any), such Holders, or counsel for any of them determine is reasonably necessary to be included therein, (ii) make all required filings of such prospectus supplement or such post-effective amendment as soon as practicable after the Issuer have received -12 notification of the matters to be incorporated in such prospectus supplement or post-effective amendment, and (iii) supplement or make amendments to such Registration Statement. (f) If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a Prospectus contained in an Exchange Registration Statement filed pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, furnish to each selling Holder of Registrable Notes and to each such Participating Broker-Dealer who so requests and to their respective counsel and each managing underwriter, if any, at the sole expense of the Issuer, one conformed copy of the Registration Statement or Registration Statements and each post-effective amendment thereto, including financial statements and schedules, and, if requested, all documents incorporated or deemed to be incorporated therein by reference and all exhibits. (g) If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a Prospectus contained in an Exchange Registration Statement filed pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, deliver to each selling Holder of Registrable Notes or each such Participating Broker-Dealer, as the case may be, their respective counsel, and the underwriters, if any, at the sole expense of the Issuer, as many copies of the Prospectus or Prospectuses (including each form of preliminary prospectus) and each amendment or supplement thereto and any documents incorporated by reference therein as such Persons may reasonably request; and, subject to the last paragraph of this Section 5, the Issuer hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders of Registrable Notes or each such Participating Broker-Dealer, as the case may be, and the underwriters or agents, if any, and dealers (if any), in connection with the offering and sale of the Registrable Notes covered by, or the sale by Participating Broker-Dealers of the Exchange Notes pursuant to, such Prospectus and any amendment or supplement thereto. (h) Prior to any public offering of Registrable Notes or any delivery of a Prospectus contained in the Exchange Registration Statement by any Participating Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, use its best efforts to register or qualify, and to cooperate with the selling Holders of Registrable Notes or each such Participating Broker-Dealer, as the case may be, the managing underwriter or underwriters, if any, and their respective counsel in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Notes for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States as any selling Holder, Participating Broker-Dealer, or the managing underwriter or underwriters reasonably request in writing; provided, however, that where Exchange Notes held by Participating Broker-Dealers or Registrable Notes are offered other than through an underwritten offering, the Issuer agrees to cause its counsel to perform Blue Sky investigations and file registrations and qualifications required to be filed pursuant to this Section 5(h), keep each such registration or qualification (or exemption -13 therefrom) effective during the period such Registration Statement is required to be kept effective, but not longer than the Effectiveness Period and do any and all other acts or things reasonably necessary or advisable to enable the disposition in such jurisdictions of the Exchange held by Participating Broker-Dealers or the Registrable Notes covered by the Registration Statement; provided, however, that the Issuer shall not be required to (A) qualify generally to do business in any jurisdiction where it is not then so qualified, (B) take any action that would subject it to general service of process in any such jurisdiction where it is not then so subject or (C) subject itself to taxation in excess of a nominal dollar amount in any such jurisdiction where it is not then so subject. (i) If a Shelf Registration is filed pursuant to Section 3 hereof, cooperate with the selling Holders of Registrable Notes and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Notes to be sold, which certificates shall not bear any restrictive legends and shall be in a form eligible for deposit with The Depository Trust Company; and enable such Registrable Notes to be in such denominations and registered in such names as the managing underwriter or underwriters, if any, or Holders may reasonably request at least two days prior to the Closing of any sale of Registrable Notes. (j) If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a Prospectus contained in the Exchange Registration Statement filed pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, upon the occurrence of any event contemplated by paragraph 5(c)(v) or 5(c)(vi) hereof, as promptly as practicable prepare and (subject to Section 5(a) hereof) file with the SEC, at the sole expense of the Issuer, a supplement or post-effective amendment to the applicable Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Notes being sold thereunder or to the purchasers of the Exchange Notes to whom such Prospectus will be delivered by a Participating Broker-Dealer, any such Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Issuer shall not be required to amend or supplement a Registration Statement, any related Prospectus or any document incorporated therein by reference, in the event that, and for a period not to exceed an aggregate of 60 days in any calendar year if, (i) an event occurs and is continuing as a result of which a Shelf Registration would, in the Issuer's good faith judgment, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (ii) (a) the Issuer determines in its good faith judgment that the disclosure of such event at such time would have a material adverse effect on the business, operations or prospects of the Issuer or (b) the disclosure otherwise relates to a pending material business transaction that has not yet been publicly disclosed. -14 (k) Prior to the effective date of the first Registration Statement relating to the Registrable Notes, (i) provide the Trustee with certificates for the Registrable Notes in a form eligible for deposit with The Depository Trust Company and (ii) provide a CUSIP number for the Registrable Notes. (l) In the case of a Shelf Registration, enter into such agreements (including underwriting agreements) and take all such other appropriate actions as are reasonably requested in order to expedite or facilitate the registration or the disposition of such Registrable Notes, and in such connection, (i) make such representations and warranties to Holders of such Registrable Notes with respect to the business of the Issuer and its subsidiaries as then conducted and the Registration Statement, Prospectus and documents, if any, incorporated or deemed to be incorporated by reference therein, in each case, as are customarily made by Issuer to underwriters in underwritten offerings, and confirm the same if and when requested; (ii) obtain opinions of counsel to the Issuer and updates thereof in form and substance reasonably satisfactory to the Holders of a majority in principal amount of the Registrable Notes being sold, addressed to each selling Holder covering the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such Holders; (iii) obtain "cold comfort" letters and updates thereof from the independent certified public accountants of the Issuer (and, if necessary, any other independent certified public accountants of any subsidiary of the Issuer or of any business acquired by any of the Issuer for which financial statements and financial data are, or are required to be, included in the Registration Statement), addressed to the selling Holders of Registrable Notes that satisfy the applicable requirements of Statement of Accounting Standards No. 72, such letters to be in customary form and covering matters of the type customarily covered in "cold comfort" letters in connection with underwritten offerings and such other matters as reasonably requested by such selling Holders; and (iv) if an underwriting agreement is entered into, the same shall contain indemnification provisions and procedures no less favorable than those set forth in Section 7 hereof (or such other provisions and procedures acceptable to the Issuer and the Holders of a majority in aggregate principal amount of Registrable Notes covered by such Registration with respect to all parties to be indemnified pursuant to said Section including, without limitation, such selling Holders). The above shall be done at each closing in respect of the sale of Registrable Notes, or as and to the extent required thereunder. (m) If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a Prospectus contained in an Exchange Registration Statement filed pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, make available for inspection by any selling Holder of such Registrable Notes being sold, or each such Participating Broker-Dealer, as the case may be, any underwriter participating in any such disposition of Registrable Notes, if any, and any attorney, accountant or other agent retained by any such selling Holder or each such Participating Broker-Dealer, as the case may be, or underwriter (collectively, the "Inspectors"), at the offices where normally kept, during reasonable business hours, all financial and other records, pertinent corporate -15 documents and instruments of the Issuer and subsidiaries of the Issuer (collectively, the "Records") as shall be reasonably necessary to enable them to exercise any applicable due diligence responsibilities, and cause the officers, directors and employees of the Issuer and any of its subsidiaries to supply all information reasonably requested by any such Inspector in connection with such Registration Statement and Prospectus. Each Inspector shall agree in writing that it will keep the Records confidential and that it will not disclose any of the Records that the Issuer determine, in good faith, to be confidential and notify the Inspectors in writing are confidential unless (i) the disclosure of such Records is necessary to avoid or correct a material misstatement or material omission in such Registration Statement or Prospectus, (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, or (iii) the information in such Records has been made generally available to the public; provided, however, that prior notice shall be provided as soon as practicable to the Issuer of the potential disclosure of any information by such Inspector pursuant to clauses (i) or (ii) of this sentence to permit the Issuer to obtain a protective order (or waive the provisions of this paragraph (m)) and that such Inspector shall take such actions as are reasonably necessary to protect the confidentiality of such information (if practicable) to the extent such action is otherwise not inconsistent with, an impairment of or in derogation of the rights and interests of the Holder or any Inspector. (n) Provide an indenture trustee for the Registrable Notes or the Exchange Notes, as the case may be, and cause the Indenture or the trust indenture provided for in Section 2(a) hereof, as the case may be, to be qualified under the TIA not later than the effective date of the first Registration Statement relating to the Registrable Notes; and in connection therewith, cooperate with the trustee under any such indenture and the Holders of the Registrable Notes, to effect such changes to such indenture as may be required for such indenture to be so qualified in accordance with the terms of the TIA; and execute, and use its best efforts to cause such trustee to execute, all documents as may be required to effect such changes, and all other forms and documents required to be filed with the SEC to enable such indenture to be so qualified in a timely manner. (o) Comply with all applicable rules and regulations of the SEC and make generally available to its securityholders with regard to any applicable Registration Statement, a consolidated earning statement satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under the Securities Act) no later than 45 days after the end of any twelve-month period (or 90 days after the end of any 12-month period if such period is a fiscal year) (i) commencing at the end of any fiscal quarter in which any Registrable Notes are sold to underwriters in a firm commitment or best efforts underwritten offering and (ii) if not sold to underwriters in such an offering, commencing on the first day of the first fiscal quarter of the Issuer after the effective date of a Registration Statement, which statements shall cover said 12-month periods. (p) Upon consummation of an Exchange Offer or a Private Exchange, obtain an opinion of counsel to the Issuer addressed to the Trustee for the benefit of all Holders -16 of Registrable Notes participating in the Exchange Offer or Private Exchange, as the case may be, that the Exchange Notes or Private Exchange Notes as the case may be, and the related indenture constitute legal, valid and binding obligations of the Issuer, enforceable against it in accordance with their respective terms subject to customary exceptions and qualifications. (q) If the Exchange Offer or a Private Exchange is to be consummated, upon delivery of the Registrable Notes by Holders to the Issuer (or to such other Person as directed by the Issuer) in exchange for the Exchange Notes or the Private Exchange Notes, as the case may be, the Issuer shall mark, or cause to be marked, on such Registrable Notes that such Registrable Notes are being canceled in exchange for the Exchange Notes or the Private Exchange Notes, as the case may be; provided that in no event shall such Registrable Notes be marked as paid or otherwise satisfied. (r) Cooperate with each seller of Registrable Notes covered by any Registration Statement and each underwriter, if any, participating in the disposition of such Registrable Notes and their respective counsel in connection with any filings required to be made with the National Association of Securities Dealers, Inc. (the "NASD"). (s) Use its reasonable efforts to take all other steps reasonably necessary to effect the registration of the applicable Registrable Notes covered by a Registration Statement contemplated hereby. The Issuer may require each seller of any Registrable Notes as to which any registration is being effected to furnish to the Issuer such information regarding such seller and the distribution of such Registrable Notes as the Issuer may, from time to time, reasonably request. The Issuer may exclude from such registration the Registrable Notes of any seller for so long as such seller fails to furnish such information within a reasonable time after receiving such request and in such event shall have no further obligation under this Agreement (including without limitation the obligation under Section 4) with respect to such seller or any subsequent holder of such Registrable Notes. Each seller as to which any Shelf Registration is being effected agrees to furnish promptly to the Issuer all information required to be disclosed in order to make the information previously furnished to the Issuer by such seller not materially misleading. If any such Registration Statement refers to any Holder by name or otherwise as the holder of any securities of the Issuer, then such Holder shall have the right to require (i) the insertion therein of language, in form and substance reasonably satisfactory to such Holder, to the effect that the holding by such Holder of such securities is not to be construed as a recommendation by such Holder of the investment quality of the securities covered thereby and that such holding does not imply that such Holder will assist in meeting any future financial requirements of the Issuer, or (ii) in the event that such reference to such Holder by name or otherwise is not required by the Securities Act or any similar federal statute then in force, the deletion of the reference to such Holder in any amendment or supplement to the applicable Registration Statement filed or prepared subsequent to the time that such reference ceases to be required. -17 Each Holder of Registrable Notes and each Participating Broker-Dealer agrees by its acquisition of such Registrable Notes or Exchange Notes, as the case may be, to be sold by such Participating Broker-Dealer, as the case may be, that, upon actual receipt of any notice from the Issuer of the happening of any event of the kind described in Section 5(c)(ii), 5(c)(iv), 5(c)(v), or 5(c)(vi) hereof, such Holder or Participating Broker-Dealer, as the case may be, will forthwith discontinue disposition of such Registrable Notes or Exchange Notes, as the case may be, covered by such Registration Statement or Prospectus until such Holder's or Participating Broker-Dealer's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 5(j) hereof, or until it is advised in writing (the "Advice") by the Issuer that the use of the applicable Prospectus may be resumed, and has received copies of any amendments or supplements thereto. In the event that the Issuer shall give any such notice, the Applicable Period shall be extended by the number of days during such periods from and including the date of the giving of such notice to and including the date when each seller of Registrable Notes covered by such Registration Statement or Exchange Notes to be sold by such Participating Broker-Dealer, as the case may be, shall have received (x) the copies of the supplemented or amended Prospectus contemplated by Section 5(j) hereof or (y) the Advice. 6. Registration Expenses All fees and expenses incident to the performance of or compliance with this Agreement by the Issuer (other than any underwriting discounts or commissions) shall be borne by the Issuer whether or not the Exchange Registration Statement or any Shelf Registration is filed or becomes effective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes or Exchange Notes, as the case may be, are located, or (y) as provided in Section 5(h) hereof, in the case of Registrable Notes or Exchange Notes, as the case may be, to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Notes or Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, by the Holders of a majority in aggregate principal amount of the Registrable Notes included in any Registration Statement or to be sold by any Participating Broker-Dealer, as the case may be, (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Issuer and fees and disbursements of one special counsel for all of the sellers of the Registrable Notes (exclusive of any counsel retained pursuant to Section 7 hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(l)(iii) hereof (including, without limitation, the expenses of any special audit and "cold comfort" letters required by or incident to such performance), (vi) Securities Act liability insurance, if the Issuer desires such insurance, (vii) fees and expenses of all other Persons retained by the Issuer, (viii) internal expenses of the Issuer (including, without limitation, all salaries and expenses of officers and -18 employees of the Issuer performing legal or accounting duties), (ix) the expense of any annual audit, (x) any fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange, and the obtaining of a rating of the securities, in each case, if applicable, and (xi) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, indentures and any other documents necessary in order to comply with this Agreement. 7. Indemnification and Contribution (a) The Issuer agrees to indemnify and hold harmless each Holder of the Registrable Notes and each Participating Broker-Dealer selling the Exchange Notes during the Applicable Period, the Affiliates, officers, directors and employees of each such Person, and each Person, if any, who controls any such Person within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a "Participant"), from and against any and all losses, claims, damages, judgments, liabilities and expenses (including, without limitation, the legal fees and other expenses actually incurred in connection with any suit, action or proceeding or any claim asserted) caused by, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement (or any amendment thereto) or Prospectus (as amended or supplemented if the Issuer shall have furnished any amendments or supplements thereto) or any preliminary prospectus, or caused by, arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in the light of the circumstances under which they were made, not misleading, except insofar as such losses, claims, damages or liabilities are caused by any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information relating to any Participant furnished to the Issuer in writing by such Participant expressly for use therein and with respect to any preliminary Prospectus, to the extent that any such loss, claim, damage or liability arises solely from the fact that any Participant sold Registrable Notes or Exchange Notes to a person to whom there was not sent or given a copy of the Prospectus (as amended or supplemented) at or prior to the written confirmation of such sale if the Issuer shall have previously furnished copies thereof to the Participant in accordance herewith and the Prospectus (as amended or supplemented) would have corrected any such untrue statement or omission. (b) Each Participant agrees, severally and not jointly, to indemnify and hold harmless the Issuer, the Affiliates, officers, directors and employees of the Issuer and each Person who controls the Issuer within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent (but on a several, and not joint, basis) as the foregoing indemnity from the Issuer to each Participant, but only with reference to information relating to such Participant furnished to the Issuer in writing by or on behalf of such Participant expressly for use in any Registration Statement or Prospectus, any amendment or supplement thereto, or any preliminary prospectus. The liability of any Participant under this paragraph shall in no event exceed the proceeds received by such Participant from sales of Registrable Notes or Exchange Notes giving rise to such obligations. -19 (c) If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any Person in respect of which indemnity may be sought pursuant to either of the two preceding paragraphs, such Person (the "Indemnified Person") shall promptly notify the Persons against whom such indemnity may be sought (the "Indemnifying Persons") in writing, and the Indemnifying Persons, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others the Indemnifying Persons may reasonably designate in such proceeding and shall pay the fees and expenses actually incurred by such counsel related to such proceeding; provided, however, that the failure to so notify the Indemnifying Persons will not relieve it from any liability under paragraph (a) or (b) above unless and to the extent such failure results in the forfeiture by the Indemnifying Person of substantial rights and defenses and the Indemnifying Person was not otherwise aware of such action or claim. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Persons and the Indemnified Person shall have mutually agreed to the contrary, (ii) the Indemnifying Persons shall have failed within a reasonable period of time to retain counsel reasonably satisfactory to the Indemnified Person or (iii) the named parties in any such proceeding (including any impleaded parties) include both any Indemnifying Person and the Indemnified Person or any affiliate thereof and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Persons shall not, in connection with such proceeding or separate but substantially similar related proceedings in the same jurisdiction arising out of the same general allegations, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be reimbursed promptly as they are incurred. Any such separate firm for the Participants and such control Persons of Participants shall be designated in writing by Participants who sold a majority in interest of Registrable Notes and Exchange Notes sold by all such Participants and shall be reasonably acceptable to the Issuer, and any such separate firm for the Issuer, its affiliates, officers, directors, representatives, employees and agents and such control Persons of the Issuer shall be designated in writing by the Issuer and shall be reasonably acceptable to the Holders. The Indemnifying Persons shall not be liable for any settlement of any proceeding effected without its prior written consent (which consent shall not be unreasonably withheld or delayed), but if settled with such consent or if there be a final non-appealable judgment for the plaintiff for which the Indemnified Person is entitled to indemnification pursuant to this Agreement, each of the Indemnifying Persons agrees to indemnify and hold harmless each Indemnified Person from and against any loss or liability by reason of such settlement or judgment. No Indemnifying Person shall, without the prior written consent of the Indemnified Persons (which consent shall not be unreasonably withheld or delayed), effect any settlement or compromise of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party, or indemnity could have been sought hereunder by such Indemnified Person, unless such settlement (A) includes an unconditional written release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on -20 claims that are the subject matter of such proceeding and (B) does not include any statement as to an admission of fault, culpability or failure to act by or on behalf of such Indemnified Person. (d) If the indemnification provided for in paragraphs (a) and (b) of this Section 7 is for any reason unavailable to, or insufficient to hold harmless, an Indemnified Person in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraphs, in lieu of indemnifying such Indemnified Person thereunder and in order to provide for just and equitable contribution, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect the relative fault of the Indemnifying Person or Persons on the one hand and the Indemnified Person or Persons on the other in connection with the statements or omissions or alleged statements or omissions that resulted in such losses, claims, damages or liabilities (or actions in respect thereof) as well as any other relevant equitable considerations. The relative fault of the parties shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Issuer on the one hand or such Participant or such other Indemnified Person, as the case may be, on the other, the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission, and any other equitable considerations appropriate in the circumstances. (e) The parties agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation (even if the Participants were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages, judgments, liabilities and expenses referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any reasonable legal or other expenses actually incurred by such Indemnified Person in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 7, in no event shall a Participant be required to contribute any amount in excess of the amount by which proceeds received by such Participant from sales of Registrable Notes or Exchange Notes, as the case may be, exceeds the amount of any damages that such Participant has otherwise been required to pay or has paid by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. (f) The indemnity and contribution agreements contained in this Section 7 will be in addition to any liability that the Indemnifying Persons may otherwise have to the Indemnified Persons referred to above. 8. Rules 144 and 144A The Issuer covenants and agrees that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the -21 SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, if at any time the Issuer is not required to file such reports, the Issuer will, upon the request of any Holder or beneficial owner of Registrable Notes, make available such information necessary to permit sales pursuant to Rule 144A under the Securities Act. The Issuer further covenants and agrees, for so long as any Registrable Notes remain outstanding, that it will take such further action as any Holder of Registrable Notes may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Notes without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144(k) and Rule 144A under the Securities Act, as such Rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SEC. 9. Miscellaneous (a) No Inconsistent Agreements. The Issuer has not, as of the date hereof, and the Issuer shall not, after the date of this Agreement, enter into any agreement with respect to any of its securities that is inconsistent with the rights granted to the Holders of Registrable Notes in this Agreement or otherwise conflicts with the provisions hereof. The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Issuer's other issued and outstanding securities under any such agreements. (b) Adjustments Affecting Registrable Securities. The Issuer shall not, directly or indirectly, take any action with respect to the Registrable Notes that would adversely affect the ability of the Holders of Registrable Notes to include such Registrable Notes in a registration undertaken pursuant to this Agreement. (c) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, otherwise than with the prior written consent of (I) the Issuer and (II)(A) the Holders of not less than a majority in aggregate principal amount of the then outstanding Registrable Notes and (B) in circumstances that would adversely affect the Participating Broker-Dealers, the Participating Broker-Dealers holding not less than a majority in aggregate principal amount or liquidation preference, as the case may be, of the Exchange Notes held by all Participating Broker-Dealers; provided, however, that Section 7 and this Section 10(c) may not be amended, modified or supplemented without the prior written consent of each Holder and each Participating Broker-Dealer (including any person who was a Holder or Participating Broker-Dealer of Registrable Notes or Exchange Notes, as the case may be, disposed of pursuant to any Registration Statement) affected by any such amendment, modification or supplement. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders of Registrable Notes whose securities are being sold pursuant to a Registration Statement and that does not directly or indirectly affect, impair, limit or compromise the rights of other Holders of Registrable may be given by Holders of at least a majority in aggregate principal of the Registrable Notes being sold pursuant to such Registration Statement. -22 (d) Notices. All notices and other communications (including, without limitation, any notices or other communications to the Trustee) provided for or permitted hereunder shall be made in writing by hand-delivery, registered first-class mail, next-day air courier or facsimile: (i) if to a Holder of Registrable Notes or any Participating Broker-Dealer, at the most current address of such Holder or Participating Broker-Dealer, as the case may be, set forth on the records of the registrar under the Indenture, as appropriate; and (ii) if to the Issuer, at the address as follows: FLEXTRONICS INTERNATIONAL LTD. 2090 Fortune Drive San Jose, CA 95131 Attention: Investor Relations with a copy to: Fenwick & West LLP 801 California Street Mountain View, CA 94041 Attention: David K. Michaels, Esq. All such notices and communications shall be deemed to have been duly given: when delivered by hand, if personally delivered; five business days after being deposited in the mail, postage prepaid, if mailed; one business day after being timely delivered to a next-day air courier; and with confirmation of transmission, if sent by facsimile. Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee at the address and in the manner specified in the Indenture if such communication relates to the Notes, Exchange Notes or Private Exchange Notes. (e) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto, the Holders and the Participating Broker-Dealers; provided, however, that this Agreement shall not inure to the benefit of or be binding upon a successor of assign of a Holder or a Participating Broker-Dealer unless and to the extent such successor or assign holds Registrable Notes. (f) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. -23 (g) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. (h) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED ENTIRELY WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. (i) Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable. (j) Notes Held by the Issuer or Its Affiliates. Whenever the consent or approval of Holders of a specified percentage of Registrable Notes is required hereunder, Registrable Notes held by the Issuer or its affiliates (as such term is defined in Rule 405 under the Securities Act) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. (k) Third-Party Beneficiaries. Holders of Registrable Notes, and Participating Broker-Dealers are intended third-party beneficiaries of this Agreement, and this Agreement may be enforced by such Persons. (l) Entire Agreement. This Agreement and together with the Purchase Agreement and the Indenture are intended by the parties as a final and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein and any and all prior oral or written agreements, representations, or warranties, contracts, understandings, correspondence, conversations and memoranda between the Holders on the one hand and the Issuer on the other, or between or among any agents, representatives, parents, subsidiaries, affiliates, predecessors in interest or successors in interest with respect to the subject matter hereof and thereof are merged herein and replaced hereby. [Signature Page Follows] -24 IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above. FLEXTRONICS INTERNATIONAL LTD. By: /s/ Michael E. Marks S-1 The foregoing Agreement is hereby confirmed and accepted as of the date first above written. CITIGROUP GLOBAL MARKETS INC. CREDIT SUISSE FIRST BOSTON LLC GOLDMAN, SACHS & CO. INC. DEUTSCHE BANK SECURITIES INC. LEHMAN BROTHERS INC. BANC OF AMERICA SECURITIES LLC ABN AMRO INCORPORATED BEAR, STEARNS & CO. INC. as Initial Purchasers By: CITIGROUP GLOBAL MARKETS INC., on behalf of the Initial Purchasers By: __________________________________ Name: Title: S-2 EX-5.01 4 f92062orexv5w01.txt EXHIBIT 5.01 EXHIBIT 5.01 August 5, 2003 Flextronics International Ltd. 36 Robinson Road, #18-01 City House Singapore 06887 Ladies and Gentlemen: We have acted as United States counsel for Flextronics International Ltd., a Singapore corporation (the "Company"), with respect to Registration Statement on Form S-4 (the "REGISTRATION STATEMENT") filed by the Company on or about August 5, 2003, with the Securities and Exchange Commission (the "COMMISSION") in connection with the Company's offer to exchange (the "EXCHANGE OFFER") $400,000,000 aggregate principal amount of its 6 1/2% Senior Subordinated Notes due 2013 (the "NEW NOTES") for $400,000,000 aggregate principal amount of its outstanding 6 1/2% Senior Subordinated Notes due 2013 (the "OLD NOTES"). The Old Notes have been, and the New Notes will be, issued pursuant to an indenture dated as of May 8, 2003 (the "INDENTURE") between the Company and J.P. Morgan Trust Company, National Association (the "TRUSTEE") in the form filed as an exhibit to the Registration Statement. In rendering this opinion, we have examined the Registration Statement, the Indenture, the form of the New Notes contained in the Indenture, and such other documents and have made such other inquiries and investigations of law as we have deemed necessary or appropriate as a basis for the opinion hereinafter expressed. In our examination of documents for purposes of this opinion, we have assumed, and express no opinion as to, the genuineness of all signatures on original documents, the authenticity and completeness of all documents submitted to us as originals, the conformity to originals and completeness of all documents submitted to us as copies, the legal capacity of all persons or entities executing the same, the lack of any undisclosed termination, modification, waiver or amendment to any documents reviewed by us, and the due authorization, execution and delivery of all documents where due authorization, execution and delivery are prerequisites to the effectiveness thereof. We have also assumed that the Indenture has been duly authorized by all necessary corporate action by the Company and has been duly executed and delivered by the Company, and that the New Notes will have been properly executed by authorized officers of the Company or their agents. As to matters of fact relevant to this opinion, we have relied solely upon our examination of the documents referred to above and have assumed the current accuracy and completeness of the information included in the documents referred to above and the representations and warranties made by representatives of the Company to us. We have made no independent investigation or other attempt to verify the accuracy of any of such information or to determine the existence or non-existence of any other factual matters; however, we are not aware of any facts that would cause us to believe that the opinions expressed herein are not accurate. We are admitted to practice law in the state of California, and this opinion is rendered only with respect to, and no opinion is expressed herein concerning the application or effect of the laws of any jurisdiction other than, (i) the existing laws of the United States of America, (ii) the existing laws of the state of California, and (iii) solely with respect to whether or not the New Notes are the valid and binding obligations of the Company, the existing laws of the state of New York. In rendering the opinions expressed herein relating to matters governed by the laws of the Republic of Singapore, we have relied, with your consent, solely upon the opinion of even date herewith addressed to you of Allen & Gledhill, Singapore, and our opinion is subject to the same assumptions, qualifications and limitations as are contained in such opinion. In connection with our opinion expressed below, we have assumed that, at or prior to the time of the delivery of the New Notes, the Registration Statement will have been declared effective under the Securities Act of 1933, as amended, that the registration will apply to the New Notes and will not have been modified or rescinded and that there will not have occurred any change in law affecting the validity or enforceability of the New Notes. We have also assumed for purposes of this opinion that the Company has been duly incorporated and is validly existing as a company under the laws of the Republic of Singapore and has the corporate power and authority to issue and sell the New Notes. This opinion is qualified by, and is subject to, and we render no opinion with respect to, the following limitations and exceptions to the enforceability of the New Notes: (a) the effect of the laws of bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent conveyance, and other similar laws now or hereinafter in effect relating to or affecting the rights and remedies of creditors; (b) the effect of general principles of equity and similar principles, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, public policy and unconscionability, and the possible unavailability of specific performance, injunctive relief, or other equitable remedies, regardless of whether considered in a proceeding in equity or at law; (c) the unenforceability under certain circumstances under law or court decisions of provisions providing for the indemnification of, or contribution to, a party with respect to a liability where such indemnification or contribution is contrary to public policy; and (d) the effect of California, New York, and federal laws relating to usury or permissible rates of interest for loans, forebearances or the use of money. In addition to the foregoing, we express no opinion with respect to whether acceleration of New Notes may affect the collectibility of any portion of the stated principal amount thereof that might be determined to constitute unearned interest thereon. Subject to the foregoing and the other qualifications set forth herein, it is our opinion that, as of the date hereof, when the New Notes are duly executed and delivered by the Company and authenticated by the Trustee in accordance with the provisions of the Indenture and delivered in exchange for the Old Notes in accordance with the Exchange Offer as described in the Registration Statement, which shall have been declared effective by the Commission, the New Notes will be validly issued and will constitute valid and binding obligations of the Company. We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us, if any, in the Registration Statement, the Prospectus and, provided that the conditions set forth in this letter are satisfied, any amendments or supplements thereto. In giving this consent we do not thereby admit that we come within the category of persons whose consent is required by the Securities Act or by the rules and regulations promulgated thereunder. This opinion is intended solely for use in connection with the Exchange Offer pursuant to the Registration Statement and is not to be relied upon for any other purpose. This opinion speaks as of the date first above written, and we assume no obligation to advise you of any fact, circumstance, event or change in the law or the facts that may hereafter be brought to our attention whether or not such occurrence would affect or modify the opinions expressed herein. Very truly yours, FENWICK & WEST LLP By: /s/ David K. Michaels -------------------------------- David K. Michaels, a Partner EX-5.02 5 f92062orexv5w02.txt EXHIBIT 5.02 EXHIBIT 5.02 [LETTERHEAD OF ALLEN & GLEDHILL] 5 August 2003 [Flextronics International Ltd.] 36 Robinson Road #18-01 City House Singapore 068877 Dear Sirs REGISTRATION STATEMENT ON FORM S-4 OF FLEXTRONICS INTERNATIONAL LTD. 1. We have acted as legal advisers in Singapore to Flextronics International Ltd. (the "COMPANY") in connection with the authorisation, issuance and sale by the Company, of US$400,000,000 6.50 per cent. Senior Subordinated Notes due 2013 (the "NOTES"), pursuant to an exchange offer (the "EXCHANGE OFFER") as described in the Registration Statement on Form S-4 (the "REGISTRATION STATEMENT") dated 5 August 2003 under the Securities Act of 1933, as amended (the "SECURITIES ACT"). 2. For the purpose of rendering this opinion, we have examined: (a) an executed copy of the Indenture (the "INDENTURE") dated 8 May 2003, made between the Company and J.P. Morgan Trust Company, National Association, as trustee, as provided to us by electronic mail on 8 May 2003; (b) a copy of the Registration Statement; (c) copies of the Memorandum and Articles of Association of the Company and its Certificate of Incorporation of Private Company, Certificate of Incorporation on Conversion to a Public Company and Certificate of Incorporation on Change of Name of Company; (d) a copy each of (i) the resolutions of the Board of Directors of the Company passed on 3 April 2003 (ii) the resolutions of the Pricing Committee of the Board of Directors of the Company passed on 5 May 2003 and (iii) the resolutions of the Board of Directors of the Company passed on 29 July 2003, less all attachments and tabled document referred to in such resolutions, as provided to us by electronic mails on 8 May 2003 and 2 August 2003 respectively (the "COMPANY'S RESOLUTIONS"); and (e) such other documents as we have considered necessary or desirable to examine in order that we may render this opinion. A list of the partners and their professional qualifications is open to inspection at the above office. PAGE 2 [ALLEN & GLEDHILL LOGO] 3. We have assumed: (a) that the Indenture is within the capacity and powers of, and has been validly authorised by, each party thereto (other than the Company) and has been validly executed and delivered by and on behalf of each party thereto; (b) the genuineness of all signatures on all documents and the completeness, and the conformity to original documents, of all copies submitted to us; (c) that copies of the Memorandum and Articles of Association, the Certificate of Incorporation of Private Company, the Certificate of Incorporation on Conversion to a Public Company and Certificate of Incorporation on Change of Name of Company of the Company submitted to us for examination are true, complete and up-to-date copies; (d) that copies of the Company's Resolutions submitted to us for examination are true, complete and up-to-date copies and that the Company's Resolutions have not been rescinded or modified and they remain in full force and effect and that no other resolution or other action has been taken which could affect the validity of the Company's Resolutions; (e) that the Indenture constitutes, and the Notes, when duly issued upon consummation of the Exchange Offer, will constitute, legal, valid, binding and enforceable obligations of the parties thereto for all purposes under the laws of all jurisdictions other than Singapore; (f) that there are no provisions of the laws of any jurisdiction other than Singapore which may be contravened by the execution or delivery of the Indenture and the Notes insofar as any obligation expressed to be incurred or performed under the Indenture and the Notes falls to be performed in or is otherwise subject to the laws of any jurisdiction other than Singapore, its performance will not be illegal by virtue of the laws of that jurisdiction; (g) that all consents, approvals, authorisations, licences, exemptions or orders required from any governmental body or agency outside Singapore and all other requirements outside Singapore for the legality, validity and enforceability of the Indenture and the Notes have been duly obtained or fulfilled and are and will remain in full force and effect and that any conditions to which they are subject have been satisfied; and (h) that the Notes will be duly issued and duly delivered upon consummation of the Exchange Offer against receipt of the old notes (as referred to in the Registration Statement) surrendered in exchange therefor as contemplated by the Registration Statement. 4. Based on the foregoing, we are of the opinion that the Company has taken all necessary corporate action required under the laws of Singapore to authorise the issue of the Notes, and the Notes when duly executed and delivered in accordance with the Indenture will constitute legal, valid, binding and enforceable obligations of the Company under the laws of Singapore. 5. This opinion relates only to the laws of general application of Singapore as at the date hereof and as currently applied by the Singapore courts, and is given on the basis that it will be governed by and construed in accordance with the laws of Singapore. We have made no investigation of, and do not express or imply any views on, the laws of any country other than Singapore. In respect of the Indenture and the Notes, we have assumed due compliance with all matters concerning United PAGE 3 [ALLEN & GLEDHILL LOGO] States Federal laws, California laws and New York laws and the laws of all other relevant jurisdictions other than Singapore. 6. The qualifications to which this opinion is subject are as follows: (a) enforcement of the obligations of the Company under the Indenture may be affected by prescription or lapse of time, bankruptcy, insolvency, liquidation, reorganisation, reconstruction or similar laws generally affecting creditors' rights; (b) the power of the Singapore courts to grant equitable remedies such as injunction and specific performance is discretionary and accordingly a Singapore court might make an award of damages where an equitable remedy is sought; (c) where under the Indenture, any person is vested with a discretion or may determine a matter in its opinion, Singapore law may require that such discretion is exercised reasonably or that such opinion is based upon reasonable grounds; (d) by virtue of the Limitation Act, Chapter 163 of Singapore, failure to exercise a right of action for more than six years will operate as a bar to the exercise of such right and failure to exercise such a right for a lesser period may result in such right being waived; (e) a Singapore court may stay proceedings if concurrent proceedings are brought elsewhere; (f) where obligations are to be performed in a jurisdiction outside Singapore, they may not be enforceable in Singapore to the extent that performance would be illegal or contrary to public policy under the laws of that jurisdiction; (g) any provision in the Indenture and the Notes as to severability may not be binding under the laws of Singapore and the question of whether or not such provisions which is illegal, invalid or unenforceable may be severed from other provisions in order to save such other provisions depends on the nature of the illegality, invalidity or unenforceability in question and would be determined by a Singapore court at its discretion; (e) we express no opinion as to events and conditions which might violate covenants, restrictions or provisions with respect to financial ratios or tests or any contractual provision measured by the financial conditions or results of operation of the Company or any of its subsidiaries; (f) a Singapore court may refuse to give effect to clauses in the Indenture in respect of the costs of unsuccessful litigation brought before a Singapore court or where the court has itself made an order for costs; (g) we express no opinion on the legality or enforceability of the performance of the Company of its obligations of indemnification or contribution set forth in the Indenture; and (h) any term of an agreement may be amended orally by all the parties notwithstanding provisions to the contrary in the Indenture. PAGE 4 [ALLEN & GLEDHILL LOGO] 7. Our opinion is strictly limited to the matters stated herein and is not to be read as extending by implication to any other matter in connection with the Indenture or the Notes or otherwise including, but without limitation, any other document signed in connection with the Indenture or the Notes. Further, our opinion is not to be transmitted to, nor is it to be relied upon by, any other person or quoted or referred to in any public document or filed with any governmental authority or agency without our prior written consent. 8. We consent to the filing of this legal opinion as Exhibit 5.02 to the Registration Statement and to the reference to this firm under the caption "Legal Matters" in the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules or regulations of the U.S. Securities and Exchange Commission. This opinion may also be relied upon by Fenwick & West LLP, United States Counsel for the Company in connection with the opinion to be delivered to the Company and filed as Exhibit 5.01 to the Registration Statement. Yours faithfully /s/ Allen & Gledhill EX-12.01 6 f92062orexv12w01.txt EXHIBIT 12.01 . . . Exhibit 12.01 Statement Regarding Computation of Ratios

Fiscal Year Ended March 31, ------------------------------------------------------------- 1999 2000 2001 2002 2003 -------- -------- ---------- --------- --------- Fixed charges: Interest expense $ 61,430 $ 84,198 $ 135,249 $ 116,436 $ 114,162 Discount or premium related to indebtedness 989 957 293 390 390 Assumed interest element in rent expense 9,567 16,909 26,245 31,002 38,767 -------- -------- ---------- --------- -------- Total fixed charges $ 71,986 $102,064 $ 161,781 $ 147,828 $153,319 ======== ======== ========== ========= ======== Earnings (loss): Income (loss) before income taxes $ 39,369 $181,648 $ (552,304) $(242,602) $(147,239) Fixed charges 71,986 102,064 161,781 147,828 153,319 -------- -------- ---------- --------- -------- Income (loss) before income taxes and including fixed charges $111,355 $283,712 $ (390,523) $ (94,774) $ 6,080 ======== ======== ========== ========= ======== Ratio of earnings to fixed charges 1.55x 2.78x -- -- -- ======== ======== ========== ========= ======== Deficiency of earnings available to cover fixed charges $ -- $ -- $ (552,304) $(242,602) $(147,239) ======== ======== ========== ========= =========

EX-23.03 7 f92062orexv23w03.txt EXHIBIT 23.03 EXHIBIT 23.03 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this Registration Statement of Flextronics International Ltd. and subsidiaries (the Company) on Form S-4 of our report dated April 21, 2003 (May 5, 2003 as to Note 13) relating to the consolidated financial statements of the Company for the year ended March 31, 2003, appearing in the Annual Report on Form 10-K of the Company for the year ended March 31, 2003 and to the reference to us under the heading "Experts" and the Selected Financial Data in the Prospectus, which is part of this Registration Statement. Deloitte & Touche LLP San Jose, California August 4, 2003 EX-25.01 8 f92062orexv25w01.txt EXHIBIT 25.01 EXHIBIT 25.01 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 ------------------------- FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ------------------------------------------- CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ------------------------------------------- J. P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 95-4655078 (State of incorporation (I.R.S. employer if not a national bank) identification No.) 560 MISSION STREET, FLOOR 13 SAN FRANCISCO, CALIFORNIA 94105 (Address of principal executive offices) (Zip Code) William H. McDavid General Counsel 270 Park Avenue New York, New York 10017 Tel: (212) 270-2611 (Name, address and telephone number of agent for service) -------------------------------------------- FLEXTRONICS INTERNATIONAL LTD. (Exact name of obligor as specified in its charter) SINGAPORE NOT APPLICABLE (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification No.) 36 ROBINSON ROAD #18-01 CITY HOUSE SINGAPORE 06887 NOT APPLICABLE (Address of principal executive offices) (Zip Code) 6-1/2% SENIOR SUBORDINATED NOTES DUE 2013 (Title of the indenture securities) ------------------------------------------------------------- ITEM 1. GENERAL INFORMATION. Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. Comptroller of the Currency, Washington, D.C. Board of Governors of the Federal Reserve System, Washington, D.C. (b) Whether it is authorized to exercise corporate trust powers. Yes. ITEM 2. AFFILIATIONS WITH OBLIGOR. If the Obligor is an affiliate of the trustee, describe each such affiliation. None. ITEMS 3-15 are not applicable because, to the best of the Trustee's knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee. ITEM 16. LIST OF EXHIBITS. List below all exhibits filed as part of this statement of eligibility. Exhibit 1. Articles of Association of the Trustee as Now in Effect (see Exhibit 1 to Form T-1 filed in connection with Form 8K of the Southern California Water Company filing, dated December 7, 2001, which is incorporated by reference). Exhibit 2. Certificate of Authority of the Trustee to Commence Business (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No. 333-41329, which is incorporated by reference). Exhibit 3. Authorization of the Trustee to Exercise Corporate Trust Powers (contained in Exhibit 2). Exhibit 4. Existing By-Laws of the Trustee (see Exhibit 4 to Form T-1 filed in connection with Form 8K of the Southern California Water Company filing, dated December 7, 2001, which is incorporated by reference). Exhibit 5. Not Applicable Exhibit 6. The consent of the Trustee required by Section 321 (b) of the Act (see Exhibit 6 to Form T-1 filed in connection with Registration Statement No. 333-41329, which is incorporated by reference). Exhibit 7. A copy of the latest report of condition of the Trustee, published pursuant to law or the requirements of its supervising or examining authority. Exhibit 8. Not Applicable Exhibit 9. Not Applicable 2 SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, J. P. Morgan Trust Company, National Association, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of San Francisco, and State of California, on the 23rd day of July, 2003. J. P. Morgan Trust Company, National Association By /s/: James Nagy ------------------------------- James Nagy Assistant Vice Presidentr 3 EXHIBIT 7. Report of Condition of the Trustee. CONSOLIDATED REPORT OF CONDITION OF J.P. Morgan Trust Company, National Association - ------------------------------------------------ (Legal Title) LOCATED AT 1800 Century Park East, Ste. 400 Los Angeles, CA 90067 --------------------------------------------------------------------- (Street) (City) (State) (Zip) AS OF CLOSE OF BUSINESS ON March 31, 2003 ASSETS DOLLAR AMOUNTS IN THOUSANDS 1. Cash and balances due from depository institutions (from Schedule RC-A): a. Noninterest-bearing balances and currency and coin (1) 21,088 b. Interest bearing balances (2) 0 2. Securities: a. Held-to-maturity securities (from Schedule RC-B, column A) 0 b. Available-for-sale securities (from Schedule RC-B, column D) 136,138 3. Federal Funds sold and securities purchased agreements to resell 0 4. Loans and lease financing receivables (from Schedule RC-C): a. Loans and leases held for sale 0 b. Loans and leases, net of unearned income 141,435 c. LESS: Allowance for loan and lease losses 0 d. Loans and leases, net of unearned income and allowance (item 4.b minus 4.c) 141,435 5. Trading assets (from Schedule RC-D) 0 6. Premises and fixed assets (including capitalized leases) 5,973 7. Other real estate owned (from Schedule RC-M) 0 8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M) 0 9. Customers' liability to this bank on acceptances outstanding 0 10. Intangible assets a. Goodwill 0 b. Other intangible assets (from Schedule RC-M) 152,893 11. Other assets (from Schedule RC-F) 18,036 12. TOTAL ASSETS (sum of items 1 through 11) 475,563 - ------------- (1) Includes cash items in process of collection and unposted debits. (2) Includes time certificates of deposit not held for trading. 4 LIABILITIES 13. Deposits: a. In domestic offices (sum of totals of columns A and C from Schedule RC-E) 222,645 (1) Noninterest-bearing (1) 222,645 (2) Interest-bearing 0 b. In foreign offices, Edge and Agreement subsidiaries, and IBF' (1) Noninterest-bearing 0 (2) Interest-bearing 0 14. Federal funds purchased and securities sold under agreements to repurchase 0 15. Trading liabilities (from Schedule RC-D) 0 16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) (from Schedule RC-M): 0 17. Not applicable 18. Bank's liability on acceptances executed and outstanding 0 19. Subordinated notes and debentures (2) 0 20. Other liabilities (from Schedule RC-G) 38,592 21. Total liabilities (sum of items 13 through 20) 261,237 22. Minority interest in consolidated subsidiaries 0 EQUITY CAPITAL 23. Perpetual preferred stock and related surplus 0 24. Common stock 600 25. Surplus (exclude all surplus related to preferred stock) 177,263 26. a. Retained earnings 36,462 b. Accumulated other comprehensive income (3) 0 27. Other equity capital components (4) 0 28. Total equity capital (sum of items 23 through 27) 214,326 29. Total liabilities, minority interest, and equity capital (sum of items 21, 22, and 28) 475,563 - ------------- (1) Includes total demand deposits and noninterest-bearing time and savings deposits. (2) Includes limited-life preferred stock and related surplus. (3) Includes net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, and minimum pension liability adjustments. (4) Includes treasury stock and unearned Employee Stock Ownership Plan shares. 5 EX-99.01 9 f92062orexv99w01.htm EXHIBIT 99.01

Exhibit 99.01

LETTER OF TRANSMITTAL

For Notes of

Flextronics International Ltd.

Offer to Exchange Its

New 6 1/2% Senior Subordinated Notes Due 2013

Which Have Been Registered Under the Securities Act of 1933

for Any and All of Its Outstanding

6 1/2% Senior Subordinated Notes Due 2013

Pursuant to the Prospectus

Dated August 5, 2003

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME ON                         , 2003 (UNLESS EXTENDED BY FLEXTRONICS INTERNATIONAL LTD. IN ITS SOLE DISCRETION) (SUCH TIME AND SUCH DATE, AND AS SUCH TIME AND DATE MAY BE EXTENDED, THE “EXPIRATION DATE”).

      If you desire to accept the Exchange Offer (as defined below), this Letter of Transmittal should be completed, signed, and submitted to:

J.P. Morgan, National Association

Exchange Agent

By Registered or Certified Mail,
Overnight Courier or Hand Delivery:

J.P. Morgan, National Association
2001 Bryan Street, 9th Floor
Dallas, Texas 75202
Attn: Frank Ivins
By Facsimile Transmission:
(214) 468-6494

For Confirmation Call:
(214) 468-6464

(Flextronics International Ltd., 6 1/2% Senior Subordinated Notes due 2013)

      (Originals of all documents sent by facsimile should be sent promptly by hand delivery, overnight courier, or registered or certified mail.)

      Delivery of this Letter of Transmittal to an address other than as set forth above or transmission of this Letter of Transmittal via facsimile to a number other than as set forth above does not constitute a valid delivery.

      The instructions contained herein should be read carefully before this Letter of Transmittal is completed.

      Terms used but not defined herein shall have the same meaning given them in the Prospectus (as defined below).

      This Letter of Transmittal is to be completed by holders of Old Notes (as defined below) either if Old Notes are to be forwarded herewith or if tenders of Old Notes are to be made by book-entry transfer to an account maintained by J.P. Morgan, National Association (the “Exchange Agent”) at The Depository Trust Company (“DTC”) pursuant to the procedures set forth in “The Exchange Offer — Procedures for Tendering Old Notes” in the Prospectus.

      Holders of Old Notes whose certificates (the “Certificates”) for such Old Notes are not immediately available or who cannot deliver their Certificates and all other required documents to the Exchange Agent on or prior to the Expiration Date or who cannot complete the procedures for book-entry transfer on a timely basis, must tender their Old Notes according to the guaranteed delivery procedures set forth in “The Exchange Offer — Procedures for Tendering Old Notes” in the Prospectus. See Instruction 1 hereto. Delivery of documents to DTC does not constitute delivery to the Exchange Agent.

Ladies and Gentlemen:

      The undersigned hereby tenders to Flextronics International Ltd., a Singapore company (the “Company”), the aggregate principal amount of the Company’s 6 1/2% Senior Subordinated Notes due 2013 (the “Old Notes”) described in Box 1 below, in exchange for a like aggregate principal amount of the Company’s new 6 1/2% Senior Subordinated Notes due 2013 (the “New Notes”) that have been registered under the Securities Act of 1933, as amended (the “Securities Act”), upon the terms and subject to the conditions set forth in the Prospectus dated August 5, 2003 (as the same may be amended or supplemented from time to time, the “Prospectus”), receipt of which is acknowledged, and in this Letter of Transmittal (which, together with the Prospectus, constitutes the “Exchange Offer”).

      Subject to, and effective upon, the acceptance for exchange of all or any portion of the Old Notes tendered herewith in accordance with the terms and conditions of the Exchange Offer (including, if the Exchange Offer is extended or amended, the terms and conditions of any such extension or amendment), the undersigned hereby sells, assigns and transfers to or upon the order of the Company all right, title and interest in and to such Old Notes as are being tendered herewith. The undersigned hereby irrevocably constitutes and appoints J.P. Morgan, National Association as the Exchange Agent (the “Exchange Agent”) as its agent and attorney-in-fact (with full knowledge that the Exchange Agent is also acting as agent of the Company in connection with the Exchange Offer) with respect to the tendered Old Notes, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), subject only to the right of withdrawal described in the Prospectus, to (1) deliver Certificates for Old Notes to the Company together with all accompanying evidences of transfer and authenticity to, or upon the order of, the Company, upon receipt by the Exchange Agent, as the undersigned’s agent, of the New Notes to be issued in exchange for such Old Notes, (2) present Certificates for such Old Notes for transfer, and to transfer the Old Notes on the books of the Company, and (3) receive for the account of the Company all benefits and otherwise exercise all rights of beneficial ownership of such Old Notes, all in accordance with the terms and conditions of the Exchange Offer.

      The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, exchange, sell, assign, and transfer the Old Notes tendered hereby and that, when the same are accepted for exchange, the Company will acquire good, marketable, and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances, and that the Old Notes tendered hereby are not subject to any adverse claims or proxies. The undersigned will, upon request, execute and deliver any additional documents deemed by the Company or the Exchange Agent to be necessary or desirable to complete the exchange, assignment and transfer of the Old Notes tendered hereby, and the undersigned will comply with its obligations under the Exchange and Registration Rights Agreement. The undersigned has read and agrees to all of the terms of the Exchange Offer.

      The name(s) and address(es) of the registered holder(s) of the Old Notes tendered hereby should be printed in Box 1 below, if they are not already set forth below, as they appear on the Certificates representing such Old Notes. The Certificate number(s) and the Old Notes that the undersigned wishes to tender should be indicated in the appropriate box below.

      If any tendered Old Notes are not exchanged pursuant to the Exchange Offer for any reason, or if Certificates are submitted for more Old Notes than are tendered or accepted for exchange, Certificates for such nonexchanged or nontendered Old Notes will be returned (or, in the case of Old Notes tendered by book-entry transfer, such Old Notes will be credited to an account maintained at DTC), without expense to the tendering holder, promptly following the expiration or termination of the Exchange Offer.

      The undersigned understands that tenders of Old Notes pursuant to any one of the procedures described in “The Exchange Offer — Procedures for Tendering Old Notes” in the Prospectus and in the instructions hereto will, upon the Company’s acceptance for exchange of such tendered Old Notes, constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Exchange Offer. The undersigned recognizes that, under certain circumstances set forth in the Prospectus, the Company may not be required to accept for exchange any of the Old Notes tendered hereby.

      Unless otherwise indicated herein in the box entitled “Special Exchange Instructions” below (Box 7), the undersigned hereby directs that the New Notes be issued in the name(s) of the undersigned or, in the case of a book-entry transfer of Old Notes, that such New Notes be credited to the account indicated below maintained at DTC. If applicable, substitute Certificates representing Old Notes not exchanged or not accepted for exchange will be issued to the

2

undersigned or, in the case of a book-entry transfer of Old Notes, will be credited to the account indicated below maintained at DTC. Similarly, unless otherwise indicated under “Special Delivery Instructions” (Box 8), please deliver New Notes to the undersigned at the address shown below the undersigned’s signature.

      The Exchange Offer is not being made to any broker-dealer who purchased Old Notes directly from the Company for resale pursuant to Rule 144A under the Securities Act or any person that is an “affiliate” of the Company within the meaning of Rule 405 under the Securities Act. The undersigned understands and agrees that the Company reserves the right not to accept tendered Old Notes from any tendering holder if the Company determines, in its reasonable discretion, that such acceptance could result in a violation of applicable securities laws.

      By tendering Old Notes and executing this Letter of Transmittal, the undersigned hereby represents and agrees that (1) the undersigned is not an “affiliate” of the Company, (2) any New Notes to be received by the undersigned are being acquired in the ordinary course of its business, (3) the undersigned has no arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of New Notes to be received in the Exchange Offer, and (4) if the undersigned is not a broker-dealer, the undersigned is not engaged in, and does not intend to engage in, a distribution (within the meaning of the Securities Act) of such New Notes. By tendering Old Notes pursuant to the Exchange Offer and executing this Letter of Transmittal, a holder of Old Notes which is a broker-dealer represents and agrees, consistent with certain interpretive letters issued by the staff of the Division of Corporation Finance of the Securities and Exchange Commission to third parties, that such Old Notes were acquired by such broker-dealer for its own account as a result of market-making activities or other trading activities (such a broker-dealer which is tendering Old Notes is herein referred to as a “participating broker-dealer”) and it will deliver the Prospectus (as amended or supplemented from time to time) meeting the requirements of the securities act in connection with any resale of such New Notes (provided that, by so acknowledging and by delivering a Prospectus, such participating broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act).

      The Company has agreed that, subject to the provisions of the Exchange and Registration Rights Agreement, the Prospectus, as it may be amended or supplemented from time to time, may be used by a participating broker-dealer in connection with resales of New Notes received in exchange for Old Notes, where such Old Notes were acquired by such participating broker-dealer for its own account as a result of market-making activities or other trading activities, for a period ending 180 days after the Exchange Offer has been completed or, if earlier, when all such participating broker-dealers no longer own any transfer restricted securities. In that regard, each participating broker-dealer, by tendering such Old Notes and executing this Letter of Transmittal, agrees to notify the Company prior to using the Prospectus in connection with the sale or transfer of New Notes and acknowledges and agrees that, upon receipt of notice from the Company of the occurrence of any event or the discovery of any fact which makes any statement contained or incorporated by reference in the Prospectus untrue in any material respect or which causes the Prospectus to omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading or of the occurrence of certain other events specified in the Exchange and Registration Rights Agreement, such participating broker-dealer will suspend the sale of New Notes pursuant to the Prospectus until the Company has amended or supplemented the Prospectus to correct such misstatement or omission and has furnished copies of the amended or supplemented Prospectus to the participating broker-dealer or the Company has given notice that the sale of the New Notes may be resumed, as the case may be.

      Each participating broker-dealer should check the box herein under the caption “participating broker-dealer” (Box 5) in order to receive additional copies of the Prospectus, and any amendments and supplements thereto, for use in connection with resales of the New Notes, as well as any notices from The Company to suspend and resume use of the Prospectus. By tendering Old Notes and executing this Letter of Transmittal, each participating broker-dealer agrees to use its reasonable best efforts to notify the Company or the Exchange Agent when it has sold all of its New Notes. If no participating broker-dealers check such box, or if all participating broker-dealers who have checked such box subsequently notify the Company or the Exchange Agent that all their New Notes have been sold, the Company will not be required to maintain the effectiveness of the Exchange Offer registration statement or to update the Prospectus and will not provide any holders with any notices to suspend or resume use of the Prospectus.

      Each New Note will bear interest from the most recent date to which interest has been paid or duly provided for on the Old Note surrendered in exchange for a New Note or, if no interest has been paid or duly provided for on the Old

3

Note, from May 8, 2003, the date of issuance of the Old Notes. Holders of the Old Notes whose Old Notes are accepted for exchange will not receive accrued interest on the Old Notes for any period from and after the last interest payment date to which interest has been paid or duly provided for on the Old Notes prior to the original issue date of the New Notes, or, if no interest has been paid or duly provided for, will not receive any accrued interest on the Old Notes. These holders will be deemed to have waived the right to receive any interest on the Old Notes accrued from and after that interest payment date or, if no interest has been paid or fully provided for, from and after May 8, 2003.

      The undersigned understands that the delivery and surrender of the Old Notes is not effective, and the risk of loss of the Old Notes does not pass to the Exchange Agent, until receipt by the Exchange Agent of this Letter of Transmittal, or a manually signed facsimile hereof, properly completed and duly executed, with any required signature guarantees, together with all accompanying evidences of authority and any other required documents in form satisfactory to the Company. All questions as to form of all documents and the validity (including time of receipt) and acceptance of tenders and withdrawals of Old Notes will be determined by the Company, in its sole discretion, which determination shall be final and binding.

      All authority herein conferred or agreed to be conferred in this Letter of Transmittal shall survive the death or incapacity of the undersigned and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, personal representatives, trustees in bankruptcy, legal representatives, successors and assigns of the undersigned. Except pursuant to the withdrawal rights set forth in the Prospectus, this tender is irrevocable.

      PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING THE BOXES BELOW AND FOLLOW THE INSTRUCTIONS BEGINNING ON PAGE 10 HEREOF.

      THE EXCHANGE OFFER IS NOT BEING MADE TO (NOR WILL TENDERS OF OLD NOTES BE ACCEPTED FROM OR ON BEHALF OF) HOLDERS IN ANY JURISDICTION IN WHICH THE MAKING OR ACCEPTANCE OF THE EXCHANGE OFFER WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION.

      Your bank or broker can assist you in completing this form. The instructions included with this Letter of Transmittal must be followed. Questions and requests for assistance or for additional copies of the Prospectus, this Letter of Transmittal and the Notice of Guaranteed Delivery may be directed to the Exchange Agent, whose address and telephone number appear on the front cover of this Letter of Transmittal. See Instruction 8 below.

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ALL TENDERING HOLDERS COMPLETE THIS BOX 1:

BOX 1
DESCRIPTION OF OLD NOTES TENDERED
(See Instructions 3 and 4 Below)
If Blank, Please Print Name(s) and Address(es) of	Certificate		Principal Amount
Registered Holder(s), Exactly as Name(s)	Number(s) of Old	Principal Amount	of Old Notes
Appear(s) on Old Note Certificate(s):	Notes*	of Old Notes	Tendered**
		Total Principal Amount	Total Principal Amount Tendered
		$	$
* Need not be completed by book-entry holders.
** Old Notes may be tendered in whole or in part in denominations of $1,000 and integral multiples thereof. All Old Notes held shall be deemed tendered unless a lesser number is specified in this column. See Instruction 4.

BOX 2

BOOK-ENTRY TRANSFER

(See Instruction 1 Below)

o CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE THE FOLLOWING:

Name of Tendering Institution: 

DTC Account Number: 

Transaction Code Number: 

5

BOX 3

NOTICE OF GUARANTEED DELIVERY

(See Instruction 1 Below)

o CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

Name of Registered Holder(s):

Window Ticket Number (if any):

Date of Execution of Notice of Guaranteed Delivery:

Name of Institution which Guaranteed Delivery:

If Guaranteed Delivery is to be Made By Book-Entry Transfer:

Name of Tendering Institution:

DTC Account Number:

Transaction Code Number:

BOX 4

RETURN OF NON-EXCHANGED OLD NOTES TENDERED BY BOOK-ENTRY TRANSFER

(See Instructions 4 and 6 Below)

o CHECK HERE IF TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED OLD NOTES ARE TO BE RETURNED BY CREDITING THE DTC ACCOUNT NUMBER SET FORTH ABOVE.

BOX 5

PARTICIPATING BROKER-DEALER

o CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE OLD NOTES FOR ITS OWN ACCOUNT AS A RESULT OF MARKET-MAKING OR OTHER TRADING ACTIVITIES (A “PARTICIPATING BROKER-DEALER”) AND WISH TO RECEIVE TEN ADDITIONAL COPIES OF THE PROSPECTUS AND TEN COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name:

Address:

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BOX 6

TENDERING HOLDER SIGNATURE

Holder(s) Sign Here:

(See Instructions 2, 5 and 6 Below)

(Please Complete Substitute Form W-9 in Box 9 Below)

(Note: Signature(s) Must be Guaranteed if Required by Instruction 2)

Must be signed by registered holder(s) exactly as name(s) appear(s) on Certificate(s) for the Old Notes hereby tendered or on a security position listing, or by a person(s) authorized to become the registered holder(s) by endorsements and documents transmitted herewith, including such opinions of counsel, certifications and other information as may be required by the Company or the Trustee for the Old Notes to comply with the restrictions on transfer applicable to the Old Notes. If signature is by an attorney-in-fact, executor, administrator, trustee, guardian, officer of a corporation or another acting in a fiduciary capacity or representative capacity, please set forth the signer’s full title. See Instruction 5 below.

(Signature(s) of Holder(s))

Date: 

Name(s):

(Please Print)

Address:

(Include Zip Code)

Area Code and Telephone Number:

Tax Identification or Social Security Number(s):

GUARANTEE OF SIGNATURE(S)

(SEE INSTRUCTIONS 1, 2 AND 5 BELOW)

Authorized Signature

Date: 

Name: 

(Please Print)

Capacity or Title:

Name of Firm:

Address:

(Include Zip Code)

Area Code and Telephone Number:

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BOX 7

SPECIAL EXCHANGE INSTRUCTIONS

(See Instructions 1, 5 and 6 Below)

   To be completed ONLY if the New Notes are to be issued in the name of someone other than the registered holder of the Old Notes whose name(s) appear(s) above.

Issue New Notes to:

Name:

(Please Print)

Address: 

(Include Zip Code)

(Tax Identification or Social Security Number)

BOX 8

SPECIAL DELIVERY INSTRUCTIONS

(See Instructions 1, 5 and 6 Below)

   To be completed ONLY if New Notes are to be sent to someone other than the registered holder of the Old Notes whose name(s) appear(s) above, or to such registered holder(s) at an address other than that shown above.

Mail New Notes to:

Name:

(Please Print)

Address: 

(Include Zip Code)

(Tax Identification or Social Security Number)

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BOX 9 SUBSTITUTE FORM W-9 TO BE COMPLETED BY ALL TENDERING SECURITYHOLDERS (SEE INSTRUCTION 9 BELOW) SIGN THIS SUBSTITUTE FORM W-9 IN ADDITION TO THE SIGNATURE(S) REQUIRED IN BOX 6 PAYER’S NAME: J.P. MORGAN, NATIONAL ASSOCIATION
	SUBSTITUTE FORM W-9	PART I — Please provide your TIN (either your social security number or employer identification number) in the box to the right and certify by signing and dating below.	TIN:
	DEPARTMENT OF THE TREASURY INTERNAL REVENUE SERVICE	PART II — Awaiting TIN o SIGN THIS FORM AND THE CERTIFICATION OF AWAITING TAXPAYER IDENTIFICATION NUMBER BELOW.
	PAYER’S REQUEST FOR TAXPAYER IDENTIFICATION NUMBER (TIN) AND CERTIFICATION	PART III — EXEMPT o See enclosed Guidelines for additional information and SIGN THIS FORM. Certification — Under penalties of perjury, I certify that: (1) The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and (2) I am not subject to backup withholding because (i) I am exempt from backup withholding, or (ii) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (iii) the IRS has notified me that I am no longer subject to backup withholding. (3) Any other information provided on this form is true and correct.
		Certification Instructions — You must cross out item (iii) in Part (2) above if you have been notified by the IRS that you are subject to backup withholding because of underreporting interest or dividends on your tax return and you are no longer subject to backup withholding. Signature: _____________________________________________ Date: _____________________

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YOU MUST COMPLETE THE FOLLOWING CERTIFICATE

IF YOU CHECKED THE BOX IN PART 2 OF THE SUBSTITUTE FORM W-9

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

      I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, 31% of all payments made to me on account of the New Notes shall be retained until I provide a taxpayer identification number to the Exchange Agent and that, if I do not provide my taxpayer identification number within 60 days, such retained amounts shall be remitted to the Internal Revenue Service as backup withholding and 31% of all reportable payments made to me thereafter will be withheld and remitted to the Internal Revenue Service until I provide a taxpayer identification number.

Signature: 

Date: 

NOTE:  FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER FOR ADDITIONAL INFORMATION.

INSTRUCTIONS TO LETTER OF TRANSMITTAL

FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

General

      Please do not send Certificates for Old Notes directly to the Company. Your Old Note Certificates, together with your signed and completed Letter of Transmittal and any required supporting documents should be mailed in the enclosed addressed envelope, or otherwise delivered, to the Exchange Agent, at either of the addresses indicated on the first page hereof. The method of delivery of Certificates, this Letter of Transmittal and all other required documents is at the option and sole risk of the tendering holder and the delivery will be deemed made only when actually received by the Exchange Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, or overnight delivery service is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

1. Delivery of Letter of Transmittal and Certificates; Guaranteed Delivery Procedures

      This Letter of Transmittal is to be completed if either (a) Certificates are to be forwarded herewith or (b) tenders are to be made pursuant to the procedures for tender by book-entry transfer set forth in “The Exchange Offer — Procedures for Tendering Old Notes” in the Prospectus. Certificates, or timely confirmation of a book-entry transfer of such Old Notes into the Exchange Agent’s account at DTC, as well as this Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees, and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at its address set forth herein on or prior to 5:00 p.m., New York City time, on the Expiration Date. Old Notes may be tendered in whole or in part in the principal amount of $1,000 and integral multiples of $1,000.

      Holders who wish to tender their Old Notes and (1) whose Old Notes are not immediately available, (2) who cannot deliver their Old Notes, this Letter of Transmittal and all other required documents to the Exchange Agent on or prior to the Expiration Date, or (3) who cannot complete the procedures for delivery by book-entry transfer on a timely basis, may tender their Old Notes by properly completing and duly executing a Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedures set forth in “The Exchange Offer — Procedures for Tendering Old Notes” in the Prospectus and by completing Box 3 hereof. Pursuant to such procedures: (1) such tender must be made by or through an Eligible Institution (as defined below); (2) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form made available by the Company, must be received by the Exchange Agent on or prior to the

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Expiration Date; and (3) the Certificates (or a book-entry confirmation (as defined in the Prospectus)) representing all tendered Old Notes, in proper form for transfer, together with a Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent within three New York Stock Exchange trading days after the date of execution of such Notice of Guaranteed Delivery, all as provided in “The Exchange Offer — Procedures for Tendering Old Notes” in the Prospectus.

      The Notice of Guaranteed Delivery may be delivered by hand or transmitted by facsimile or mail to the Exchange Agent, and must include a guarantee by an Eligible Institution in the form set forth in such Notice. For Old Notes to be properly tendered pursuant to the guaranteed delivery procedure, the Exchange Agent must receive a Notice of Guaranteed Delivery on or prior to the Expiration Date. As used herein, “Eligible Institution” means a firm or other entity identified in Rule 17Ad-15 under the Exchange Act as “an eligible guarantor institution,” including (as such terms are defined therein): (1) a bank; (2) a broker, dealer, municipal securities broker or dealer or government securities broker or dealer; (3) a credit union; (4) a national securities exchange, registered securities association or clearing agency; or (5) a savings association, that is a participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchanges Medallion Program.

      The Company will not accept any alternative, conditional or contingent tenders. Each tendering holder, by execution of a Letter of Transmittal (or facsimile thereof), waives any right to receive any notice of the acceptance of such tender.

2. Guarantee of Signatures

      No signature guarantee on this Letter of Transmittal is required if:

      (1) this Letter of Transmittal is signed by the registered holder (which term, for purposes of this document, shall include any participant in DTC whose name appears on a security position listing as the owner of the Old Notes) of Old Notes tendered herewith, unless such holder(s) has completed either the box entitled “Special Exchange Instructions” (Box 7) or the box entitled “Special Delivery Instructions” (Box 8) above, or

      (2) such Old Notes are tendered for the account of a firm that is an Eligible Institution.

      In all other cases, an Eligible Institution must guarantee the signature(s) on this Letter of Transmittal (Box 6). See Instruction 5.

3. Inadequate Space

      If the space provided in the box captioned “Description of Old Notes” is inadequate, the Certificate number(s) and/or the principal amount of Old Notes and any other required information should be listed on a separate signed schedule which should be attached to this Letter of Transmittal.

4. Partial Tenders and Withdrawal Rights

      Tenders of Old Notes will be accepted only in the principal amount of $1,000 and integral multiples thereof. If less than all the Old Notes evidenced by any Certificate submitted are to be tendered, fill in the principal amount of Old Notes that are to be tendered in Box 1 under the column “Principal Amount of Old Notes Tendered.” In such case, new Certificate(s) for the remainder of the Old Notes that were evidenced by your Existing Certificate(s) will only be sent to the holder of the Old Notes, promptly after the Expiration Date. All Old Notes represented by Certificates delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated.

      Except as otherwise provided herein, tenders of Old Notes may be withdrawn at any time on or prior to the Expiration Date. In order for a withdrawal to be effective on or prior to that time, a written, telegraphic, telex or facsimile transmission of such notice of withdrawal must be timely received by the Exchange Agent at its address set forth above or in the Prospectus on or prior to the Expiration Date. Any such notice of withdrawal must specify the name of the person who tendered the Old Notes to be withdrawn, the aggregate principal amount of Old Notes to be withdrawn, and (if Certificates for such Old Notes have been tendered) the name of the registered holder of the Old Notes as set forth on the Certificate for the Old Notes, if different from that of the person who tendered such Old Notes. If Certificates for the Old Notes have been delivered or otherwise identified to the Exchange Agent, then prior to the physical release of such

11

Certificates for the Old Notes, the tendering holder must submit the serial numbers shown on the particular Certificates for the Old Notes to be withdrawn and the signature on the notice of withdrawal must be guaranteed by an Eligible Institution, except in the case of Old Notes tendered for the account of an Eligible Institution. If Old Notes have been tendered pursuant to the procedures for book-entry transfer set forth in “The Exchange Offer — Procedures for Tendering Old Notes,” the notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawal of Old Notes, in which case a notice of withdrawal will be effective if delivered to the Exchange Agent by written, telegraphic, telex or facsimile transmission. Withdrawals of tenders of Old Notes may not be rescinded. Old Notes properly withdrawn will not be deemed validly tendered for purposes of the Exchange Offer, but may be retendered at any subsequent time on or prior to the Expiration Date by following any of the procedures described in the Prospectus under “The Exchange Offer — Procedures for Tendering Old Notes.”

      All questions as to the validity, form and eligibility, including time of receipt, of such withdrawal notices will be determined by the Company, in its sole discretion, whose determination shall be final and binding on all parties. Neither the Company, any affiliates or assigns of the Company, the Exchange Agent nor any other person shall be under any duty to give any notification of any irregularities in any notice of withdrawal or incur any liability for failure to give such notification. Any Old Notes which have been tendered but which are withdrawn will be returned to the holder thereof without cost to such holder promptly after withdrawal.

5. Signatures on Letter of Transmittal, Assignments and Endorsements

      If this Letter of Transmittal is signed by the registered holder(s) of the Old Notes tendered hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the Certificate(s) without alteration, enlargement or any change whatsoever.

      If any of the Old Notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

      If any tendered Old Notes are registered in different name(s) on several Certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal (or facsimiles thereof) as there are different registrations of Certificates.

      If this Letter of Transmittal or any Certificates or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and, unless waived by the Company, must submit proper evidence satisfactory to the Company, in its sole discretion, of such persons’ authority to so act.

      When this Letter of Transmittal is signed by the registered owner(s) of the Old Notes listed and transmitted hereby, no endorsement(s) of Certificate(s) or separate bond power(s) are required unless New Notes are to be issued in the name of a person other than the registered holder(s). However, if New Notes are to be issued in the name of a person other than the registered holder(s), signature(s) on such Certificate(s) or bond power(s) must be guaranteed by an Eligible Institution.

      If this Letter of Transmittal is signed by a person other than the registered owner(s) of the Old Notes listed, the Certificates must be endorsed or accompanied by appropriate bond powers, signed exactly as the name or names of the registered owner(s) appear(s) on the Certificates, and also must be accompanied by such opinions of counsel, certifications and other information as the Company or the Trustee for the Old Notes may require in accordance with the restrictions on transfer applicable to the Old Notes. Signatures on such Certificates or bond powers must be guaranteed by an Eligible Institution.

6. Special Issuance and Delivery Instructions

      If New Notes are to be issued in the name of a person other than the signer of this Letter of Transmittal, or if New Notes are to be sent to someone other than the signer of this Letter of Transmittal or to an address other than that shown above, the appropriate boxes on this Letter of Transmittal should be completed (Box 7 and 8). Certificates for Old Notes not exchanged will be returned by mail or, if tendered by book-entry transfer, by crediting the account indicated above maintained at DTC. See Instruction 4.

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7. Determination of Validity

      The Company will determine, in its sole discretion, all questions as to the form of documents, validity, eligibility, including time of receipt, and acceptance for exchange of any tender of Old Notes, which determination shall be final and binding on all parties. The Company reserves the absolute right to reject any and all tenders determined by it not to be in proper form or the acceptance of which, or exchange for, may, in the view of counsel to the Company, be unlawful. The Company also reserves the absolute right, subject to applicable law, to waive any of the conditions of the Exchange Offer set forth in the Prospectus under “The Exchange Offer — Certain Conditions to the Exchange Offer” or any conditions or irregularity in any tender of Old Notes of any particular holder whether or not similar conditions or irregularities are waived in the case of other holders.

      The Company’s interpretation of the terms and conditions of the Exchange Offer, including this Letter of Transmittal and the instructions hereto) will be final and binding. No tender of Old Notes will be deemed to have been validly made until all irregularities with respect to such tender have been cured or waived. Neither the Company, any affiliates or assigns of the Company, the Exchange Agent, nor any other person shall be under any duty to give notification of any irregularities in tenders or incur any liability for failure to give such notification.

8. Questions, Requests for Assistance, and Additional Copies

      Questions and requests for assistance may be directed to the Exchange Agent at its address and telephone number set forth on the front of this Letter of Transmittal. Additional copies of the Prospectus, the Notice of Guaranteed Delivery, and the Letter of Transmittal may be obtained from the Exchange Agent.

9. 31% Backup Withholding; Substitute Form W-9

      For U.S. federal income tax purposes, holders are required, unless an exemption applies, to provide the Exchange Agent with such holder’s correct taxpayer identification number (“TIN”) on Substitute Form W-9 of this Letter of Transmittal (Box 9) and certify, under penalties of perjury, that such number is correct and he or she is not subject to backup withholding. If the Exchange Agent is not provided with the correct TIN, the Internal Revenue Service (the “IRS”) may subject the holder or other payee to a $50 penalty. In addition, payments to such holders or other payees with respect to Old Notes exchanged pursuant to the Exchange Offer, or with respect to New Notes following the Exchange Offer, may be subject to 31% backup withholding.

      The box in Part 2 of the Substitute Form W-9 (Box 9) may be checked if the tendering holder has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the box in Part 2 is checked, the holder or other payee must also complete the Certificate of Awaiting Taxpayer Identification Number below Substitute Form W-9 in order to avoid backup withholding. Notwithstanding that the box in Part 2 is checked and the Certificate of Awaiting Taxpayer Identification Number is completed, the Exchange Agent will withhold 31% of all payments made prior to the time a properly certified TIN is provided to the Exchange Agent.

      The holder is required to give the Exchange Agent the TIN (i.e., social security number or employer identification number) of the registered owner of the Old Notes or of the last transferee appearing on the transfers attached to, or endorsed on, the Old Notes. If the Old Notes are registered in more than one name or are not in the name of the actual owner, consult the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for additional guidance on which number to report.

      Certain holders (including, among others, corporations, financial institutions and certain foreign persons) may not be subject to these backup withholding and reporting requirements. Such holders should nevertheless complete the attached Substitute Form W-9 below and check the box in Part 3 of Box 9 for “exempt,” to avoid possible erroneous backup withholding. A foreign person may qualify as an exempt recipient by submitting a properly completed IRS Form W-8, signed under penalties of perjury, attesting to that holder’s exempt status. Please consult the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for additional guidance on which holders are exempt from backup withholding.

      Backup withholding is not an additional U.S. federal income tax. Rather, the U.S. federal income tax liability of a person subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained.

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10. Lost, Destroyed or Stolen Certificates

      If any Certificate(s) representing Old Notes have been lost, destroyed or stolen, the holder should promptly notify the Exchange Agent. The holder will then be instructed as to the steps that must be taken in order to replace the Certificate(s). This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, destroyed or stolen Certificate(s) have been followed.

11. Security Transfer Taxes

      Holders who tender their Old Notes for exchange will not be obligated to pay any transfer taxes in connection therewith. If, however, New Notes are to be delivered to, or are to be issued in the name of, any person other than the registered holder of the Old Notes tendered, or if a transfer tax is imposed for any reason other than the exchange of Old Notes in connection with the Exchange Offer, then the amount of any such transfer tax (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with the Letter of Transmittal, the amount of such transfer taxes will be billed directly to such tendering holder.

      Important: This Letter of Transmittal (or facsimile thereof) and all other required documents must be received by the Exchange Agent on or prior to the Expiration Date.

14

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

      A.     TIN — The Taxpayer Identification Number for most individuals is their social security number. Refer to the following chart to determine the appropriate number:

		Give the SOCIAL
		SECURITY number
For this type of account:		of —
1.	Individual	The individual
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account(1)
3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor(2)
4.	a. The usual revocable savings trust (grantor is also trustee)	The grantor-trustee(1)
	b. So-called trust account that is not a legal or valid trust under State law	The actual owner(1)
5.	Sole proprietorship	The owner(3)

For this type of account:		Give the EMPLOYER IDENTIFICATION number of —
6.	Sole proprietorship	The owner(3)
7.	A valid trust, estate or pension trust	Legal entity(4)
8.	Corporate	The corporation
9.	Association, club, religious, charitable, educational or other tax-exempt organization	The organization
10.	Partnership	The partnership
11.	A broker or registered nominee	The broker or nominee
12.	Account with the Department of Agriculture	The public entity

(1)	List first and circle the name of the person whose number you furnish.
(2)	Circle the minor’s name and furnish the minor’s name and social security number.
(3)	Show the individual’s name. You may also enter your business name or “doing business as” name. You may use either your Social Security number or your employer identification number.
(4)	List first and circle the name of the legal trust, estate, or pension trust.

NOTE:     If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.

     B.     Exempt Payees — The following lists exempt payees. If you are exempt, you must nonetheless complete the form and provide your TIN in order to establish that you are exempt. Check the box in Part 3 of the form, sign and date the form.

      For this purpose, Exempt Payees include: (1) A corporation; (2) An organization exempt from tax under section 501(a), or an individual retirement plan (IRA) or a custodial account under section 403(b)(7); (3) The United States or any of its agencies or instrumentalities; (4) A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities; (5) A foreign government or any of its political subdivisions, agencies or instrumentalities; (6) An international organization or any of its agencies or instrumentalities; (7) A foreign central bank of issue; (8) A dealer in securities or commodities required to register in the U.S. or a possession of the U.S.; (9) A real estate investment trust; (10) An entity or person registered at all times during the tax year under the Investment Company Act of 1940; (11) A common trust fund operated by a bank under section 584(a); (12) A financial institution.

      C.     Obtaining a Number

      If you do not have a taxpayer identification number or you do not know your number, obtain Form SS-5, application for a Social Security Number, or Form SS-4, Application for Employer Identification Number, at the local office of the Social Security Administration or the Internal Revenue Service and apply for a number.

      D.     Privacy Act Notice

      Section 6109 requires most recipients of dividend, interest or other payments to give taxpayer identification numbers to payers who must report the payments to the IRS. The IRS uses the numbers for identification purposes. Payers must be given the numbers whether or not payees are required to file tax returns. Payers must generally withhold 31% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number. Certain penalties may also apply.

15

      E.     Penalties

      (1) Penalty for Failure to Furnish Taxpayer Identification Number. If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

      (2) Failure to Report Certain Dividend and Interest Payments. If you fail to include any portion of an includible payment for interest, dividends, or patronage dividends in gross income, such failure will be treated as being due to negligence and will be subject to a penalty of 5% on any portion of an under-payment attributable to that failure unless there is clear and convincing evidence to the contrary.

      (3) Civil Penalty for False Information with Respect to Withholding. If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500.

      (4) Criminal Penalty for Falsifying Information. Falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

      For additional information contact your tax consultant or the Internal Revenue Service.

16 EX-99.02 10 f92062orexv99w02.htm EXHIBIT 99.02

Exhibit 99.02

NOTICE OF GUARANTEED DELIVERY

For Tender of

6 1/2% Senior Subordinated Notes Due 2013

of

Flextronics International Ltd.

         THIS NOTICE OF GUARANTEED DELIVERY, OR ONE SUBSTANTIALLY EQUIVALENT TO THIS FORM, MUST BE USED TO ACCEPT THE EXCHANGE OFFER (AS DEFINED BELOW) IF (1) CERTIFICATES FOR FLEXTRONICS INTERNATIONAL LTD. 6 1/2% SENIOR SUBORDINATED NOTES DUE 2013 (THE “OLD NOTES”) ARE NOT IMMEDIATELY AVAILABLE, (2) THE OLD NOTES, THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS CANNOT BE DELIVERED TO J.P. MORGAN, NATIONAL ASSOCIATION (THE “EXCHANGE AGENT”) ON OR PRIOR TO THE EXPIRATION DATE (AS DEFINED IN THE PROSPECTUS REFERRED TO BELOW) OR (3) THE PROCEDURES FOR DELIVERY BY BOOK-ENTRY TRANSFER CANNOT BE COMPLETED ON A TIMELY BASIS. THIS NOTICE OF GUARANTEED DELIVERY MAY BE DELIVERED BY HAND, OVERNIGHT COURIER OR MAIL, OR TRANSMITTED BY FACSIMILE TRANSMISSION, TO THE EXCHANGE AGENT. SEE “THE EXCHANGE OFFER — PROCEDURES FOR TENDERING OLD NOTES” IN THE PROSPECTUS.

The Exchange Agent for the Exchange Offer is:

J.P. Morgan, National Association

By Registered or Certified Mail,
Overnight Courier or Hand Delivery:
J.P. Morgan, National Association, Exchange Agent
2001 Bryan Street, 9th Floor
Dallas, Texas 75202
Attn: Frank Ivins
By Facsimile Transmission:
(214) 468-6494

For Confirmation Call:
(214) 468-6464

      In addition, in order to utilize the guaranteed delivery procedure to tender Old Notes pursuant to the Exchange Offer, a completed, signed and dated Letter of Transmittal relating to the Old Notes (or facsimile thereof) must also be received by the Exchange Agent on or prior to the expiration date. Capitalized terms not defined herein have the meanings assigned to them in the Prospectus.

      Delivery of this Notice of Guaranteed Delivery to an address other than as set forth above or transmission of this Notice of Guaranteed Delivery via facsimile to a number other than as set forth above will not constitute a valid delivery.

      This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an “eligible institution” under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal.

Ladies and Gentlemen:

      The undersigned hereby tenders to Flextronics International Ltd., a Singapore company (the “Company”), upon the terms and subject to the conditions set forth in the Prospectus dated August 5, 2003 (as the same may be amended or supplemented from time to time, the “Prospectus”) and the related Letter of Transmittal (which together constitute the “Exchange Offer”), receipt of which is hereby acknowledged, the aggregate principal amount of Old Notes set forth below pursuant to the guaranteed delivery procedures set forth in the Prospectus under the caption “The Exchange Offer — Procedures for Tendering Old Notes.”

DESCRIPTION OF OLD NOTES TENDERED

Name(s), Address(es) and Area Code(s) and Telephone Number(s) of Registered Holder(s):

Certificate Number(s) (if available):

Aggregate Principal Amount Tendered: $ 

Signature(s):

If Old Notes will be tendered by book-entry transfer, please provide the following information:

Name of Tendering Institution:

DTC Account Number:

Date:

Transaction Code Number:

2

THE GUARANTEE BELOW MUST BE COMPLETED

GUARANTEE

(Not to be used for Signature Guarantee)

          The undersigned, a firm or other entity identified in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, as an “eligible guarantor institution,” including (as such terms are defined therein): (1) a bank; (2) a broker, dealer, municipal securities broker or dealer or government securities broker or dealer; (3) a credit union; (4) a national securities exchange, registered securities association or clearing agency; or (5) a savings association that is a participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchanges Medallion Program (each of the foregoing being referred to as an “Eligible Institution”), hereby guarantees to deliver to the Exchange Agent, at its address set forth above, either the Old Notes tendered hereby in proper form for transfer, or confirmation of the book-entry transfer of such Old Notes to the Exchange Agent’s account at The Depository Trust Company (“DTC”), pursuant to the procedures for book-entry transfer set forth in the Prospectus, in either case together with one or more properly completed and duly executed Letter(s) of Transmittal (or facsimile thereof) and any other required documents within three New York Stock Exchange trading days after the date of execution of this Notice of Guaranteed Delivery.

          The undersigned acknowledges that it must deliver the Letter(s) of Transmittal and the Old Notes tendered hereby to the Exchange Agent within the time period set forth above and that failure to do so could result in a financial loss to the undersigned.

Name of Firm:

Address:



Area Code and Telephone Number:

Authorize Signature:

Name (Please Print):

Capacity or Title:

Date:

      Note: Do not send Old Notes with this Notice of Guaranteed Delivery. Actual surrender of Old Notes must be made pursuant to, and be accompanied by, a properly completed and duly executed Letter of Transmittal and any other required documents.

      No person has been authorized to give any information or to make any representations in connection with the Exchange Offer other than those contained in the Prospectus and, if given or made, such other information or representations must not be relied upon as having been authorized by the Company. Neither the delivery of the Prospectus nor any exchange of Old Notes for New Notes made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date hereof or that the information contained herein is correct as of any time subsequent to its date. The Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other than the securities to which it relates. This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy such securities in any circumstances in which such offer or solicitation is unlawful.

3 -----END PRIVACY-ENHANCED MESSAGE-----

EX-4.09

                                                                    EXHIBIT 4.09

- --------------------------------------------------------------------------------

                          REGISTRATION RIGHTS AGREEMENT

                             Dated as of May 8, 2003

                                      Among

                         FLEXTRONICS INTERNATIONAL LTD.

                                    as Issuer

                                       and

                          CITIGROUP GLOBAL MARKETS INC.
                                       and
                         CREDIT SUISSE FIRST BOSTON LLC
                                       and
                              GOLDMAN, SACHS & CO.
                                       and
                          DEUTSCHE BANK SECURITIES INC.
                                       and
                              LEHMAN BROTHERS INC.
                                       and
                         BANC OF AMERICA SECURITIES LLC
                                       and
                              ABN AMRO INCORPORATED
                                       and
                            BEAR, STEARNS & CO. INC.

                              as Initial Purchasers

             $400,000,000 6 1/2% Senior Subordinated Notes due 2013

- --------------------------------------------------------------------------------



                          REGISTRATION RIGHTS AGREEMENT

                  This Registration Rights Agreement (this "Agreement") is dated
as of May 8, 2003, by and among FLEXTRONICS INTERNATIONAL LTD., a Singapore
corporation (the "Company" or the "Issuer"), as issuer, and CITIGROUP GLOBAL
MARKETS INC., CREDIT SUISSE FIRST BOSTON LLC, GOLDMAN, SACHS & CO., DEUTSCHE
BANK SECURITIES CORPORATION, LEHMAN BROTHERS INC., BANC OF AMERICA SECURITIES
LLC, ABN AMRO INCORPORATED and BEAR, STEARNS & CO. INC., as Initial Purchasers
(the "Initial Purchasers").

                  This Agreement is entered into in connection with the Purchase
Agreement, dated May 5, 2003, by and among the Company and the Initial
Purchasers (the "Purchase Agreement"), which provides for, among other things,
the sale by the Company to the Initial Purchasers of $400,000,000 aggregate
principal amount of the Company's 6 1/2% Senior Subordinated Notes due 2013 (the
"Notes"). In order to induce the Initial Purchasers to enter into the Purchase
Agreement, the Issuer has agreed to provide the registration rights set forth in
this Agreement for the benefit of the Initial Purchasers and any subsequent
holder or holders of each of the Notes. The execution and delivery of this
Agreement is a condition to the Initial Purchasers' obligation to purchase the
Notes under the Purchase Agreement.

                  The parties hereby agree as follows:

         1.       Definitions

                  As used in this Agreement, the following terms shall have the
following meanings:

                  Additional Interest: See Section 4(a) hereof.

                  Advice: See the last paragraph of Section 5 hereof.

                  Affiliate: With respect to any specified person, "Affiliate"
shall mean any other Person which, directly or indirectly, controls or is
controlled by or under direct or indirect common control with such specified
person. For the purposes of this definition, "control," when used with respect
to any person, means the power to direct the management and policies of such
person, directly or indirectly whether through the ownership of voting
securities, by contract or otherwise and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

                  Agreement: See the first introductory paragraph hereto.

                  Applicable Period: See Section 2(b) hereof.

                  Closing: The closing as defined in the Purchase Agreement.

                  Company: See the first introductory paragraph hereto.



                  Effectiveness Date: The 150th day after the Issue Date;
provided, however, that with respect to any Shelf Registration other than a
Shelf Registration if no Exchange Registration Statement has been filed, the
Effectiveness Date shall be the 90th day after the applicable Registration
Statement with respect thereto is filed.

                  Effectiveness Period: See Section 3(a) hereof.

                  Event Date: See Section 4(b) hereof.

                  Exchange Act: The Securities Exchange Act of 1934, as amended,
and the rules and regulations of the SEC promulgated thereunder.

                  Exchange Notes: The 6 1/2% Senior Subordinated Notes due 2013,
Series B of the Company that are identical to the Notes in all material
respects, except that the provisions regarding restrictions on transfer shall be
modified, as appropriate, and the issuance thereof pursuant to the Exchange
Offer shall have been registered pursuant to an effective Registration Statement
in compliance with the Securities Act.

                  Exchange Offer: See Section 2(a) hereof.

                  Exchange Registration Statement: See Section 2(a) hereof.

                  Filing Date: (i) with respect to the Exchange Registration
Statement, the 90th day after the Issue Date and (ii) with respect to any Shelf
Registration, (A) if no Exchange Registration Statement has been filed by the
Issuer pursuant to this Agreement, the 90th day after the Issue Date and (B) in
each other case (which may be applicable notwithstanding the consummation of the
Exchange Offer), the 180th day after the delivery of a Shelf Notice.

                  Holder: Any holder of a Registrable Note.

                  Indemnified Person: See Section 7(c) hereof.

                  Indemnifying Person: See Section 7(c) hereof.

                  Indenture: The Indenture, dated as of May 8, 2003, by and
among the Issuer and J.P.Morgan Trust Company, National Association, as Trustee,
pursuant to which the Notes are being issued, as the same may be amended or
supplemented from time to time in accordance with the terms thereof.

                  Initial Purchasers: See the first introductory paragraph
hereto.

                  Initial Shelf Registration: See Section 3(a) hereof.

                  Inspectors: See Section 5(m) hereof.

                  Issue Date: May 8, 2003, the date of original issuance of the
Notes.

                                       -2



                  Issuer: See the first introductory paragraph hereto.

                  NASD: See Section 5(r) hereof.

                  Notes: See the second introductory paragraph hereto.

                  Offering Memorandum: The final offering memorandum of the
Issuer dated May 5, 2003, in respect of the offering of the Notes.

                  Participant: See Section 7(a) hereof.

                  Participating Broker-Dealer: See Section 2(b) hereof.

                  Person: An individual, trustee, corporation, partnership,
joint stock company, trust, unincorporated association, union, business
association, firm or other legal entity.

                  Private Exchange: See Section 2(b) hereof.

                  Private Exchange Notes: See Section 2(b) hereof.

                  Prospectus: The prospectus included in any Registration
Statement (including, without limitation, any prospectus subject to completion
and a prospectus that includes any information previously omitted from a
prospectus filed as part of an effective registration statement in reliance upon
Rule 430A promulgated under the Securities Act and any term sheet filed pursuant
to Rule 434 under the Securities Act), as amended or supplemented by any
prospectus supplement, and all other amendments and supplements to the
Prospectus, including post-effective amendments, and all material incorporated
by reference or deemed to be incorporated by reference in such Prospectus.

                  Purchase Agreement: See the second introductory paragraph
hereto.

                  Records: See Section 5(m) hereof.

                  Registrable Notes: Each Note upon its original issuance and at
all times subsequent thereto, each Exchange Note as to which Section 2(c)(iv)
hereof is applicable upon original issuance and at all times subsequent thereto
and each Private Exchange Note upon original issuance thereof and at all times
subsequent thereto, until (i) a Registration Statement (other than, with respect
to any Exchange Note as to which Section 2(c)(iv) hereof is applicable, the
Exchange Offer Registration Statement) covering such Note, Exchange Note or
Private Exchange Note has been declared effective by the SEC and such Note,
Exchange Note or such Private Exchange Note, as the case may be, has been
disposed of in accordance with such effective Registration Statement, (ii) such
Note has been exchanged pursuant to the Exchange Offer for an Exchange Note or
Exchange Notes that may be resold without complying with the prospectus delivery
requirements under the Securities Act, (iii) such Note, Exchange Note or Private
Exchange Note, as the case may be, ceases to be outstanding for purposes of the
Indenture or (iv) such

                                       -3



Note, Exchange Note or Private Exchange Note, as the case may be, may be resold
without restriction pursuant to Rule 144 under the Securities Act.

                  Registration Default: See Section 4(a) hereof.

                  Registration Statement: Any registration statement of the
Issuer that covers any of the Notes, the Exchange Notes or the Private Exchange
Notes, filed with the SEC under the Securities Act, including the Prospectus,
amendments and supplements to such registration statement, including
post-effective amendments, all exhibits, and all material incorporated by
reference or deemed to be incorporated by reference in such registration
statement.

                  Rule 144: Rule 144 promulgated under the Securities Act, as
such Rule may be amended from time to time, or any similar rule (other than Rule
144A) or regulation hereafter adopted by the SEC providing for offers and sales
of securities made in compliance therewith resulting in offers and sales by
subsequent holders that are not affiliates of the issuer of such securities
being free of the registration and prospectus delivery requirements of the
Securities Act.

                  Rule 144A: Rule 144A promulgated under the Securities Act, as
such Rule may be amended from time to time, or any similar rule (other than Rule
144) or regulation hereafter adopted by the SEC.

                  Rule 415: Rule 415 promulgated under the Securities Act, as
such Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the SEC.

                  SEC: The Securities and Exchange Commission.

                  Securities Act: The Securities Act of 1933, as amended, and
the rules and regulations of the SEC promulgated thereunder.

                  Shelf Notice: See Section 2(c) hereof.

                  Shelf Registration: See Section 3(b) hereof.

                  Subsequent Shelf Registration: See Section 3(b) hereof.

                  TIA: The Trust Indenture Act of 1939, as amended.

                  Trustee: The trustee under the Indenture and the trustee under
any indenture governing the Exchange Notes and Private Exchange Notes.

                  Underwritten registration or underwritten offering: A
registration in which securities of the Issuer are sold to an underwriter for
reoffering to the public.

                                       -4



         2.       Exchange Offer

                  (a)      The Issuer shall (A) prepare and file with the SEC on
or prior to the applicable Filing Date with respect to the Exchange Registration
Statement (as defined below) a Registration Statement under the Securities Act
with respect to an offer by the Company to the holders of the Notes to issue and
deliver to such holders, in exchange for Notes, a like principal amount of
Exchange Notes (the "Exchange Offer"), (B) use its reasonable efforts to cause
the Registration Statement relating to the Exchange Offer to be declared
effective by the SEC under the Securities Act on or prior to the Effectiveness
Date and (C) commence the Exchange Offer and use its reasonable efforts to
issue, on or prior to 180 days after the Issue Date, the Exchange Notes. The
offer and sale of the Exchange Notes pursuant to the Exchange Offer shall be
registered pursuant to the Securities Act on the appropriate form (the "Exchange
Registration Statement") and duly registered or qualified under all applicable
state securities or Blue Sky laws and will comply with all applicable tender
offer rules and regulations under the Exchange Act and state securities or Blue
Sky laws. The Exchange Offer shall not be subject to any condition, other than
that the Exchange Offer does not violate any applicable law or interpretation of
the staff of the SEC. Upon consummation of the Exchange Offer in accordance with
this Section 2, the Issuer shall have no further registration obligations other
than with respect to (i) Private Exchange Notes, (ii) Exchange Notes held by
Participating Broker-Dealers and (iii) Notes or Exchange Notes as to which
Section 3(a) hereof applies. No securities shall be included in the Exchange
Registration Statement other than the Exchange Notes.

                  (b)      The Issuer may require each holder of Notes as a
condition to its participation in the Exchange Offer to represent to the Issuer
and its counsel in writing (which may be contained in the applicable letter of
transmittal) that at the time of the consummation of the Exchange Offer (i) any
Exchange Notes received by such holder will be acquired in the ordinary course
of its business, (ii) such holder will have no arrangement or understanding with
any Person to participate in the distribution (within the meaning of the
Securities Act) of the Exchange Notes, (iii) such holder is not an Affiliate of
an Issuer, or if it is an Affiliate of an Issuer, it will comply with the
registration and prospectus delivery requirements of the Securities Act, to the
extent applicable and (iv) if such holder is a broker-dealer that will receive
Exchange Notes for its own account in exchange for the Notes that were acquired
as a result of market-making or other trading activities, that it will deliver a
Prospectus in connection with any resale of such Exchange Notes.

                  If, prior to consummation of the Exchange Offer, an Initial
Purchaser holds any Notes acquired by it and having, or that are reasonably
likely to be determined to have, the status of an unsold allotment in the
initial distribution, or any other holder of Notes is not entitled to
participate in the Exchange Offer, the Company upon the request of such Initial
Purchaser or any such holder shall, to the extent permitted by applicable law
and the rules and regulations of The Depository Trust Company, simultaneously
with the delivery of the Exchange Notes in the Exchange Offer, issue and deliver
to such Initial Purchaser and any such holder, in exchange (the "Private
Exchange") for such Notes held by such Initial Purchaser and any such holder, a
like principal amount of debt securities of the Company that are identical in
all material respects to the Exchange Notes (the "Private Exchange Notes") (and
that are issued pursuant to the same

                                       -5



indenture as the Exchange Notes). The Private Exchange Notes shall bear the same
CUSIP number as the Exchange Notes.

                  The Issuer and the Initial Purchasers acknowledge that the
staff of the SEC has taken the position that any broker-dealer that owns
Exchange Notes that were received by such broker-dealer for its own account in
the Exchange Offer (a "Participating Broker-Dealer") may be deemed to be an
"underwriter" within the meaning of the Securities Act and must deliver a
prospectus meeting the requirements of the Securities Act in connection with any
resale of such Exchange Notes (other than a resale of an unsold allotment
resulting from the original offering of the Notes).

                  The Issuer and the Initial Purchasers also acknowledge that it
is the SEC staff's position that if the Prospectus contained in the Exchange
Registration Statement includes a plan of distribution containing a statement to
the above effect and the means by which Participating Broker-Dealers may resell
the Exchange Notes, without naming the Participating Broker-Dealers or
specifying the amount of Exchange Notes owned by them, such Prospectus may be
delivered by Participating Broker-Dealers to satisfy their prospectus delivery
obligations under the Securities Act in connection with resales of Exchange
Notes for their own accounts, so long as the Prospectus otherwise meets the
requirements of the Securities Act.

                  In light of the foregoing, if and for so long as a Prospectus
is required to be delivered by a Participating Broker-Dealer and if so requested
by a Participating Broker-Dealer, the Issuer agrees (x) to use its best efforts
to keep the Exchange Registration Statement continuously effective for a period
of up to 180 days or such earlier date as each Participating Broker-Dealer shall
have notified the Company in writing that such Participating Broker-Dealer has
resold all Exchange Notes acquired in the Exchange Offer (the "Applicable
Period") and (y) to comply with the provisions of Section 5 of this Agreement,
as they relate to the Exchange Offer and the Exchange Registration Statement.

                  Interest on the Exchange Notes and the Private Exchange Notes
will accrue from (A) the later of (i) the last interest payment date on which
interest was paid on the Notes surrendered in exchange therefor and (ii) if the
Notes are surrendered for exchange on a date in a period which includes the
record date for an interest payment date to occur on or after the date of such
exchange and as to which interest will be paid, the date on such interest
payment date or (B), if no interest has been paid on the Notes, from the Issue
Date.

                  In connection with each Exchange Offer, the Issuer shall:

                  (1)      mail, or cause to be mailed, to each Holder of record
         entitled to participate in the Exchange a copy of the Prospectus
         forming part of the Exchange Registration Statement, together with an
         appropriate letter of transmittal and related documents;

                  (2)      use its best efforts to keep the Exchange Offer open
         for not less than 20 business days after the date that notice of the
         Exchange Offer is mailed to Holders (or longer if required by
         applicable law);

                                       -6



                  (3)      utilize the services of a depositary for the Exchange
         Offer with an address in the Borough of Manhattan, The City of New
         York, which may be the Trustee;

                  (4)      permit Holders to withdraw tendered Notes at any time
         prior to the close of business, New York time, on the last business day
         on which the Exchange Offer shall remain open; and

                  (5)      otherwise comply in all material respects with all
         applicable laws, rules and regulations.

                  As soon as practicable after the close of the applicable
Exchange Offer and the applicable Private Exchange, if any, the Issuer shall:

                  (1)      accept for exchange all Registrable Notes validly
         tendered and not validly withdrawn pursuant to the applicable Exchange
         Offer and the applicable Private Exchange, if any;

                  (2)      deliver to the Trustee for cancellation all
         Registrable Notes so accepted for exchange and cause the Trustee to
         authenticate and deliver promptly to each Holder Registrable Notes,
         Exchange Notes or Private Exchange Notes, as the case may be, equal in
         principal amount to the securities of such Holder so accepted for
         exchange.

                  The Exchange Notes and the Private Exchange Notes shall be
issued under (i) the Indenture or (ii) an indenture identical in all material
respects to the Indenture and that, in either case, has been qualified under the
TIA or is exempt from such qualification and shall provide that (a) the Exchange
Notes shall not be subject to the transfer restrictions set forth in the
Indenture and (b) the Private Exchange Notes shall be subject to the transfer
restrictions set forth in such indenture. The Indenture or such indenture shall
provide that the Exchange Notes, the Private Exchange Notes and the Notes shall
vote and consent together on all matters as one class and that none of the
Exchange Notes, the Private Exchange Notes or the Notes will have the right to
vote or consent as a separate class on any matter.

                  (c)      If, (i) because of any change in law or in currently
prevailing interpretations of the staff of the SEC, the Issuer is not permitted
to effect the Exchange Offer, (ii) the Exchange Offer is not consummated within
225 days of the Issue Date, (iii) any holder of any Private Exchange Notes so
requests in writing to the Issuer within 45 days after the consummation of the
Exchange Offer, or (iv) in the case of any Holder that participates in the
Exchange Offer, such Holder does not receive Exchange Notes on the date of the
exchange that may be sold without restriction under state and federal securities
laws (other than due solely to the status of such Holder as an affiliate of the
Issuer within the meaning of the Securities Act) (it being understood that the
requirement that a Participating Broker-Dealer deliver a Prospectus in
connection with sales of Exchange Notes acquired in the Exchange Offer in
exchange for Notes acquired as a result of market-making activities or other
trading activities shall not result in such Exchange Notes being not "freely
tradable"), then in the case of each of clauses (i) to and including (iv) of

                                       -7



this sentence, the Issuer shall promptly deliver to the Holders and the Trustee
written notice thereof (the "Shelf Notice") and shall file a Shelf Registration
pursuant to Section 3 hereof.

         3.       Shelf Registration

                  If at any time a Shelf Notice is delivered as contemplated by
Section 2(c) hereof, then:

                  (a)      Shelf Registration. The Issuer shall file with the
SEC a Registration Statement for an offering to be made on a continuous basis
pursuant to Rule 415 covering all of the Registrable Notes not exchanged in the
Exchange Offer, Private Exchange Notes and Exchange Notes as to which Section
2(c)(iv) is applicable (the "Initial Shelf Registration"). The Issuer shall use
its reasonable best efforts to file with the SEC the Initial Shelf Registration
on or before the applicable Filing Date; provided, however, that no Holder
(other than an Initial Purchaser) shall be entitled to have the Notes held by it
covered by such Initial Shelf Registration or Subsequent Shelf Registration (as
defined below), as the case may be, unless such Holder agrees in writing to be
bound by all of the provisions of this Agreement applicable to such Holder. The
Initial Shelf Registration shall be on Form S-1 or another appropriate form
permitting registration of such Registrable Notes for resale by Holders in the
manner or manners designated by them (including, without limitation, one or more
underwritten offerings). The Issuer shall not permit any securities other than
the Registrable Notes to be included in the Initial Shelf Registration or any
Subsequent Shelf Registration (as defined below).

                  The Issuer shall use its reasonable best efforts to cause the
Initial Shelf Registration to be declared effective by the SEC under the
Securities Act on or prior to the Effectiveness Date and to keep the Initial
Shelf Registration continuously effective under the Securities Act until the
date which is two years from the Issue Date (the "Effectiveness Period"), or
such shorter period ending when (i) all Registrable Notes covered by the Initial
Shelf Registration have been sold in the manner set forth and as contemplated in
the Initial Shelf Registration or (ii) a Subsequent Shelf Registration covering
all of the Registrable Notes covered by and not sold under the Initial Shelf
Registration or an earlier Subsequent Shelf Registration has been declared
effective under the Securities Act; provided, however, that the Effectiveness
Period in respect of the Initial Shelf Registration shall be extended to the
extent required to permit dealers to comply with the applicable prospectus
delivery requirements of Rule 174 under the Securities Act and as otherwise
provided herein.

                  (b)      Subsequent Shelf Registrations. If the Initial Shelf
Registration or any Subsequent Shelf Registration ceases to be effective for any
reason at any time during the Effectiveness Period (other than because of the
sale of all of the securities registered thereunder), the Issuer shall use its
reasonable best efforts to obtain the prompt withdrawal of any order suspending
the effectiveness thereof, and in any event shall within 60 days of such
cessation of effectiveness amend the Initial Shelf Registration in a manner to
obtain the withdrawal of the order suspending the effectiveness thereof, or file
an additional Registration Statement pursuant to Rule 415 covering all of the
Registrable Notes covered by and not sold under the Initial Shelf Registration
or an earlier Subsequent Shelf Registration (each, a "Subsequent Shelf Registra-

                                       -8



tion"). If a Subsequent Shelf Registration is filed, the Issuer shall use its
reasonable best efforts to cause the Subsequent Shelf Registration to be
declared effective under the Securities Act as soon as practicable after such
filing and to keep such Subsequent Shelf Registration continuously effective for
the remainder of the Effectiveness Period. As used herein the term "Shelf
Registration" means the Initial Shelf Registration and any Subsequent Shelf
Registration.

                  (c)      Supplements and Amendments. The Issuer shall, subject
to Section 5(j), promptly supplement and amend any Shelf Registration if
required by the rules, regulations or instructions applicable to the
registration form used for such Shelf Registration, if required by the
Securities Act, or if reasonably requested by the Holders of a majority in
aggregate principal amount of the Registrable Notes covered by such Registration
Statement or by any underwriter of such Registrable Notes.

         4.       Additional Interest

                  (a)      The Issuer and the Initial Purchasers agree that the
Holders will suffer damages if the Issuer fails to fulfill its obligations under
Section 2 or Section 3 hereof and that it would not be feasible to ascertain the
extent of such damages with precision. Accordingly, the Issuer agrees to pay, as
liquidated damages, additional interest on the Notes ("Additional Interest")
under the circumstances and to the extent set forth below (each of which shall
be given independent effect):

                  (i)      if (A) neither the Exchange Registration Statement
         nor the Initial Shelf Registration has been filed on or prior to the
         applicable Filing Date or (B) notwithstanding that the Issuer has
         consummated or will consummate the Exchange Offer, the Issuer is
         required to file a Shelf Registration and such Shelf Registration is
         not filed on or prior to the applicable Filing Date applicable thereto;
         or

                  (ii)     if (A) neither the Exchange Registration Statement
         nor the Initial Shelf Registration is declared effective by the SEC on
         or prior to the relevant Effectiveness Date or (B) notwithstanding that
         the Issuer has consummated or will consummate the Exchange Offer, the
         Issuer is required to file a Shelf Registration and such Shelf
         Registration is not declared effective by the SEC on or prior to the
         Effectiveness Date in respect of such Shelf Registration; or

                  (iii)    if (A) the Issuer has not exchanged Exchange Notes
         for all Notes validly tendered in accordance with the terms of the
         Exchange Offer on or prior to the 180th day after the Issue Date or (B)
         if applicable, a Shelf Registration has been declared effective and
         such Shelf Registration ceases to be effective at any time during the
         Effectiveness Period (other than such time as all Notes have been
         disposed of thereunder);

(each such event referred to in clauses (i) through (iii) above being a
"Registration Default") then, commencing on the date of such Registration
Default, Additional Interest shall accrue on the principal amount of the Notes
at a rate of .25% per annum for the first 90 days immediately following the date
of such Registration Default and the rate of such Additional Interest shall
in-

                                       -9



crease by an additional .25% per annum at the beginning of each subsequent
90-day period; provided, however, that the rate of Additional Interest that
shall accrue on the Notes may not exceed in the aggregate 1.0% per annum;
provided, further, however, that (1) upon the filing of the applicable Exchange
Registration Statement or the applicable Shelf Registration as required
hereunder (in the case of clause (i) above of this Section 4(a)), (2) upon the
effectiveness of the applicable Exchange Registration Statement or the
applicable Shelf Registration Statement as required hereunder (in the case of
clause (ii) of this Section 4(a)), or (3) upon the exchange of the applicable
Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this
Section 4(a), or upon the effectiveness of the applicable Shelf Registration
Statement which had ceased to remain effective (in the case of (iii)(B) of this
Section 4(a)), Additional Interest on the Notes in respect of which such events
relate as a result of such clause (or the relevant subclause thereof), as the
case may be, shall cease to accrue or accumulate, as the case may be. If, after
the cure of all Registration Defaults then in effect, there is a subsequent
Registration Default, the rate of Additional Interest for such subsequent
Registration Default shall initially be 0.50%, regardless of the rate of
Additional Interest in effect with respect to any prior Registration Default at
the time of the cure of such Registration Default.

                  (b)      The Issuer shall notify the Trustee (who shall be
acting under and protected by the terms of the Indenture) within three business
days after each and every date on which an event occurs in respect of which
Additional Interest is required to be paid (an "Event Date"). Any amounts of
Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section
4 shall be payable in cash semiannually on each January 1 and July 1 (to the
holders of record on the December 15 and June 15 immediately preceding such
dates), commencing with the first such date occurring after any such Additional
Interest commences to accrue. The amount of Additional Interest will be
determined by multiplying the applicable rate of Additional Interest by the
principal amount of the Registrable Notes, multiplied by a fraction, the
numerator of which is the number of days such rate of Additional Interest was
applicable during such period (determined on the basis of a 360-day year
comprised of twelve 30-day months and, in the case of a partial month, the
actual number of days elapsed), and the denominator of which is 360.

         5.       Registration Procedures

                  In connection with the filing of any Registration Statement
pursuant to Sections 2 or 3 hereof, the Issuer shall effect such registrations
to permit the sale of the securities covered thereby in accordance with the
intended method or methods of disposition thereof, and pursuant thereto and in
connection with any Registration Statement filed by the Issuer hereunder, the
Issuer shall:

                  (a)      Prepare and file with the SEC prior to the applicable
         Filing Date, a Registration Statement or Registration Statements as
         prescribed by Sections 2 or 3 hereof, and use its reasonable efforts to
         cause each such Registration Statement to become effective and remain
         effective as provided herein; provided, however, that, if (1) such
         filing is pursuant to Section 3 hereof, or (2) a Prospectus contained
         in the Exchange Registration Statement filed pursuant to Section 2
         hereof is required to be delivered under the Securities Act by any
         Participating Broker-Dealer who seeks to sell Exchange Notes during the

                                      -10



         Applicable Period relating thereto, before filing any Registration
         Statement or Prospectus or any amendments or supplements thereto, the
         Issuer shall furnish to and afford the Holders of the Registrable Notes
         included in such Registration Statement or each such Participating
         Broker-Dealer, as the case may be, its counsel and the managing
         underwriters, if any, a reasonable opportunity to review copies of all
         such documents (including copies of any documents to be incorporated by
         reference therein and all exhibits thereto) proposed to be filed (in
         each case at least five days prior to such filing, or such later date
         as is reasonable under the circumstances). The Issuer shall not file
         any Registration Statement or Prospectus or any amendments or
         supplements thereto if the Holders of a majority in aggregate principal
         amount of the Registrable Notes included in such Registration
         Statement, or any such Participating Broker-Dealer, as the case may be,
         their counsel, or the managing underwriters, if any, shall reasonably
         object on a timely basis.

                  (b)      Prepare and file with the SEC such amendments and
         post-effective amendments to each Shelf Registration Statement or
         Exchange Registration Statement, as the case may be, as may be
         necessary to keep such Registration Statement continuously effective
         for the Effectiveness Period or the Applicable Period, as the case may
         be; cause the related Prospectus to be supplemented by any prospectus
         supplement required by applicable law, and as so supplemented to be
         filed pursuant to Rule 424 (or any similar provisions then in force)
         promulgated under the Securities Act; and comply with the provisions of
         the Securities Act and the Exchange Act applicable to it with respect
         to the disposition of all securities covered by such Registration
         Statement as so amended or in such Prospectus as so supplemented and
         with respect to the subsequent resale of any securities being sold by a
         Participating Broker-Dealer covered by any such Prospectus. The Issuer
         shall be deemed not to have used its best efforts to keep a
         Registration Statement effective during the Effectiveness Period or the
         Applicable Period, as the case may be, relating thereto if the Issuer
         voluntarily takes any action that would result in selling Holders of
         the Registrable Notes covered thereby or Participating Broker-Dealers
         seeking to sell Exchange Notes not being able to sell such Registrable
         Notes or such Exchange Notes during that period unless such action is
         required by applicable law or permitted by this Agreement.

                  (c)      If (1) a Shelf Registration is filed pursuant to
         Section 3 hereof, or (2) a Prospectus contained in an Exchange
         Registration Statement filed pursuant to Section 2 hereof is required
         to be delivered under the Securities Act by any Participating
         Broker-Dealer who seeks to sell Exchange Notes during the Applicable
         Period relating thereto from whom the Company has received written
         notice that it will be a Participating Broker-Dealer in the applicable
         Exchange Offer, notify the selling Holders of Registrable Notes or each
         such Participating Broker-Dealer, as the case may be, promptly (but in
         any event within 2 business days), and confirm such notice in writing,
         (i) when a Prospectus or any Prospectus supplement or post-effective
         amendment has been filed, and, with respect to a Registration Statement
         or any post-effective amendment, when the same has become effective
         under the Securities Act (including in such notice a written statement
         that any Holder may, upon request, obtain, at the sole expense of the
         Issuer, one conformed copy of such Registration Statement or
         post-effective amendment including fi-

                                      -11



         nancial statements and schedules, documents incorporated or deemed to
         be incorporated by reference and exhibits), (ii) of the issuance by the
         SEC of any stop order suspending the effectiveness of a Registration
         Statement or of any order preventing or suspending the use of any
         preliminary prospectus or the initiation of any proceedings for that
         purpose, (iii) if at any time when a prospectus is required by the
         Securities Act to be delivered in connection with sales of the
         Registrable Notes or resales of Exchange Notes by Participating
         Broker-Dealers the representations and warranties of the Issuer
         contained in any agreement (including any underwriting agreement)
         contemplated by Section 5(l) hereof cease to be true and correct in all
         material respects, (iv) of the receipt by the Issuer of any
         notification with respect to the suspension of the qualification or
         exemption from qualification of a Registration Statement or any of the
         Registrable Notes or the Exchange Notes to be sold by any Participating
         Broker-Dealer for offer or sale in any jurisdiction, or the initiation
         or written threat of any proceeding for such purpose, (v) of the
         happening of any event, the existence of any condition or any
         information becoming known that makes any statement made in such
         Registration Statement or related Prospectus or any document
         incorporated or deemed to be incorporated therein by reference untrue
         in any material respect or that requires the making of any changes in
         or amendments or supplements to such Registration Statement, Prospectus
         or documents so that, in the case of the Registration Statement, it
         will not contain any untrue statement of a material fact or omit to
         state any material fact required to be stated therein or necessary to
         make the statements therein not misleading, and that in the case of the
         Prospectus, it will not contain any untrue statement of a material fact
         or omit to state any material fact required to be stated therein or
         necessary to make the statements therein, in light of the circumstances
         under which they were made, not misleading, and (vi) of the Issuer's
         determination that a post-effective amendment to a Registration
         Statement would be appropriate.

                  (d)      If (1) a Shelf Registration is filed pursuant to
         Section 3 hereof, or (2) a Prospectus contained in an Exchange
         Registration Statement filed pursuant to Section 2 hereof is required
         to be delivered under the Securities Act by any Participating
         Broker-Dealer who seeks to sell Exchange Notes during the Applicable
         Period, use its best efforts to prevent the issuance of any order
         suspending the effectiveness of a Registration Statement or of any
         order preventing or suspending the use of a Prospectus or suspending
         the qualification (or exemption from qualification) of any of the
         Registrable Notes or the Exchange Notes to be sold by any Participating
         Broker-Dealer, for sale in any jurisdiction, and, if any such order is
         issued, to use its best efforts to obtain the withdrawal of any such
         order at the earliest possible date.

                  (e)      If a Shelf Registration is filed pursuant to Section
         3 and if reasonably requested by the managing underwriter or
         underwriters (if any), the Holders of a majority in aggregate principal
         amount of the Registrable Notes being sold in connection with an
         underwritten offering (i) as promptly as practicable incorporate in a
         prospectus supplement or post-effective amendment such information as
         the managing underwriter or underwriters (if any), such Holders, or
         counsel for any of them determine is reasonably necessary to be
         included therein, (ii) make all required filings of such prospectus
         supplement or such post-effective amendment as soon as practicable
         after the Issuer have received

                                      -12



         notification of the matters to be incorporated in such prospectus
         supplement or post-effective amendment, and (iii) supplement or make
         amendments to such Registration Statement.

                  (f)      If (1) a Shelf Registration is filed pursuant to
         Section 3 hereof, or (2) a Prospectus contained in an Exchange
         Registration Statement filed pursuant to Section 2 hereof is required
         to be delivered under the Securities Act by any Participating
         Broker-Dealer who seeks to sell Exchange Notes during the Applicable
         Period, furnish to each selling Holder of Registrable Notes and to each
         such Participating Broker-Dealer who so requests and to their
         respective counsel and each managing underwriter, if any, at the sole
         expense of the Issuer, one conformed copy of the Registration Statement
         or Registration Statements and each post-effective amendment thereto,
         including financial statements and schedules, and, if requested, all
         documents incorporated or deemed to be incorporated therein by
         reference and all exhibits.

                  (g)      If (1) a Shelf Registration is filed pursuant to
         Section 3 hereof, or (2) a Prospectus contained in an Exchange
         Registration Statement filed pursuant to Section 2 hereof is required
         to be delivered under the Securities Act by any Participating
         Broker-Dealer who seeks to sell Exchange Notes during the Applicable
         Period, deliver to each selling Holder of Registrable Notes or each
         such Participating Broker-Dealer, as the case may be, their respective
         counsel, and the underwriters, if any, at the sole expense of the
         Issuer, as many copies of the Prospectus or Prospectuses (including
         each form of preliminary prospectus) and each amendment or supplement
         thereto and any documents incorporated by reference therein as such
         Persons may reasonably request; and, subject to the last paragraph of
         this Section 5, the Issuer hereby consents to the use of such
         Prospectus and each amendment or supplement thereto by each of the
         selling Holders of Registrable Notes or each such Participating
         Broker-Dealer, as the case may be, and the underwriters or agents, if
         any, and dealers (if any), in connection with the offering and sale of
         the Registrable Notes covered by, or the sale by Participating
         Broker-Dealers of the Exchange Notes pursuant to, such Prospectus and
         any amendment or supplement thereto.

                  (h)      Prior to any public offering of Registrable Notes or
         any delivery of a Prospectus contained in the Exchange Registration
         Statement by any Participating Broker-Dealer who seeks to sell Exchange
         Notes during the Applicable Period, use its best efforts to register or
         qualify, and to cooperate with the selling Holders of Registrable Notes
         or each such Participating Broker-Dealer, as the case may be, the
         managing underwriter or underwriters, if any, and their respective
         counsel in connection with the registration or qualification (or
         exemption from such registration or qualification) of such Registrable
         Notes for offer and sale under the securities or Blue Sky laws of such
         jurisdictions within the United States as any selling Holder,
         Participating Broker-Dealer, or the managing underwriter or
         underwriters reasonably request in writing; provided, however, that
         where Exchange Notes held by Participating Broker-Dealers or
         Registrable Notes are offered other than through an underwritten
         offering, the Issuer agrees to cause its counsel to perform Blue Sky
         investigations and file registrations and qualifications required to be
         filed pursuant to this Section 5(h), keep each such registration or
         qualification (or exemption

                                      -13



         therefrom) effective during the period such Registration Statement is
         required to be kept effective, but not longer than the Effectiveness
         Period and do any and all other acts or things reasonably necessary or
         advisable to enable the disposition in such jurisdictions of the
         Exchange held by Participating Broker-Dealers or the Registrable Notes
         covered by the Registration Statement; provided, however, that the
         Issuer shall not be required to (A) qualify generally to do business in
         any jurisdiction where it is not then so qualified, (B) take any action
         that would subject it to general service of process in any such
         jurisdiction where it is not then so subject or (C) subject itself to
         taxation in excess of a nominal dollar amount in any such jurisdiction
         where it is not then so subject.

                  (i)      If a Shelf Registration is filed pursuant to Section
         3 hereof, cooperate with the selling Holders of Registrable Notes and
         the managing underwriter or underwriters, if any, to facilitate the
         timely preparation and delivery of certificates representing
         Registrable Notes to be sold, which certificates shall not bear any
         restrictive legends and shall be in a form eligible for deposit with
         The Depository Trust Company; and enable such Registrable Notes to be
         in such denominations and registered in such names as the managing
         underwriter or underwriters, if any, or Holders may reasonably request
         at least two days prior to the Closing of any sale of Registrable
         Notes.

                  (j)      If (1) a Shelf Registration is filed pursuant to
         Section 3 hereof, or (2) a Prospectus contained in the Exchange
         Registration Statement filed pursuant to Section 2 hereof is required
         to be delivered under the Securities Act by any Participating
         Broker-Dealer who seeks to sell Exchange Notes during the Applicable
         Period, upon the occurrence of any event contemplated by paragraph
         5(c)(v) or 5(c)(vi) hereof, as promptly as practicable prepare and
         (subject to Section 5(a) hereof) file with the SEC, at the sole expense
         of the Issuer, a supplement or post-effective amendment to the
         applicable Registration Statement or a supplement to the related
         Prospectus or any document incorporated or deemed to be incorporated
         therein by reference, or file any other required document so that, as
         thereafter delivered to the purchasers of the Registrable Notes being
         sold thereunder or to the purchasers of the Exchange Notes to whom such
         Prospectus will be delivered by a Participating Broker-Dealer, any such
         Prospectus will not contain an untrue statement of a material fact or
         omit to state a material fact required to be stated therein or
         necessary to make the statements therein, in the light of the
         circumstances under which they were made, not misleading.
         Notwithstanding the foregoing, the Issuer shall not be required to
         amend or supplement a Registration Statement, any related Prospectus or
         any document incorporated therein by reference, in the event that, and
         for a period not to exceed an aggregate of 60 days in any calendar year
         if, (i) an event occurs and is continuing as a result of which a Shelf
         Registration would, in the Issuer's good faith judgment, contain an
         untrue statement of a material fact or omit to state a material fact
         necessary in order to make the statements therein, in the light of the
         circumstances under which they were made, not misleading, and (ii) (a)
         the Issuer determines in its good faith judgment that the disclosure of
         such event at such time would have a material adverse effect on the
         business, operations or prospects of the Issuer or (b) the disclosure
         otherwise relates to a pending material business transaction that has
         not yet been publicly disclosed.

                                      -14



                  (k)      Prior to the effective date of the first Registration
         Statement relating to the Registrable Notes, (i) provide the Trustee
         with certificates for the Registrable Notes in a form eligible for
         deposit with The Depository Trust Company and (ii) provide a CUSIP
         number for the Registrable Notes.

                  (l)      In the case of a Shelf Registration, enter into such
         agreements (including underwriting agreements) and take all such other
         appropriate actions as are reasonably requested in order to expedite or
         facilitate the registration or the disposition of such Registrable
         Notes, and in such connection, (i) make such representations and
         warranties to Holders of such Registrable Notes with respect to the
         business of the Issuer and its subsidiaries as then conducted and the
         Registration Statement, Prospectus and documents, if any, incorporated
         or deemed to be incorporated by reference therein, in each case, as are
         customarily made by Issuer to underwriters in underwritten offerings,
         and confirm the same if and when requested; (ii) obtain opinions of
         counsel to the Issuer and updates thereof in form and substance
         reasonably satisfactory to the Holders of a majority in principal
         amount of the Registrable Notes being sold, addressed to each selling
         Holder covering the matters customarily covered in opinions requested
         in underwritten offerings and such other matters as may be reasonably
         requested by such Holders; (iii) obtain "cold comfort" letters and
         updates thereof from the independent certified public accountants of
         the Issuer (and, if necessary, any other independent certified public
         accountants of any subsidiary of the Issuer or of any business acquired
         by any of the Issuer for which financial statements and financial data
         are, or are required to be, included in the Registration Statement),
         addressed to the selling Holders of Registrable Notes that satisfy the
         applicable requirements of Statement of Accounting Standards No. 72,
         such letters to be in customary form and covering matters of the type
         customarily covered in "cold comfort" letters in connection with
         underwritten offerings and such other matters as reasonably requested
         by such selling Holders; and (iv) if an underwriting agreement is
         entered into, the same shall contain indemnification provisions and
         procedures no less favorable than those set forth in Section 7 hereof
         (or such other provisions and procedures acceptable to the Issuer and
         the Holders of a majority in aggregate principal amount of Registrable
         Notes covered by such Registration with respect to all parties to be
         indemnified pursuant to said Section including, without limitation,
         such selling Holders). The above shall be done at each closing in
         respect of the sale of Registrable Notes, or as and to the extent
         required thereunder.

                  (m)      If (1) a Shelf Registration is filed pursuant to
         Section 3 hereof, or (2) a Prospectus contained in an Exchange
         Registration Statement filed pursuant to Section 2 hereof is required
         to be delivered under the Securities Act by any Participating
         Broker-Dealer who seeks to sell Exchange Notes during the Applicable
         Period, make available for inspection by any selling Holder of such
         Registrable Notes being sold, or each such Participating Broker-Dealer,
         as the case may be, any underwriter participating in any such
         disposition of Registrable Notes, if any, and any attorney, accountant
         or other agent retained by any such selling Holder or each such
         Participating Broker-Dealer, as the case may be, or underwriter
         (collectively, the "Inspectors"), at the offices where normally kept,
         during reasonable business hours, all financial and other records,
         pertinent corporate

                                      -15



         documents and instruments of the Issuer and subsidiaries of the Issuer
         (collectively, the "Records") as shall be reasonably necessary to
         enable them to exercise any applicable due diligence responsibilities,
         and cause the officers, directors and employees of the Issuer and any
         of its subsidiaries to supply all information reasonably requested by
         any such Inspector in connection with such Registration Statement and
         Prospectus. Each Inspector shall agree in writing that it will keep the
         Records confidential and that it will not disclose any of the Records
         that the Issuer determine, in good faith, to be confidential and notify
         the Inspectors in writing are confidential unless (i) the disclosure of
         such Records is necessary to avoid or correct a material misstatement
         or material omission in such Registration Statement or Prospectus, (ii)
         the release of such Records is ordered pursuant to a subpoena or other
         order from a court of competent jurisdiction, or (iii) the information
         in such Records has been made generally available to the public;
         provided, however, that prior notice shall be provided as soon as
         practicable to the Issuer of the potential disclosure of any
         information by such Inspector pursuant to clauses (i) or (ii) of this
         sentence to permit the Issuer to obtain a protective order (or waive
         the provisions of this paragraph (m)) and that such Inspector shall
         take such actions as are reasonably necessary to protect the
         confidentiality of such information (if practicable) to the extent such
         action is otherwise not inconsistent with, an impairment of or in
         derogation of the rights and interests of the Holder or any Inspector.

                  (n)      Provide an indenture trustee for the Registrable
         Notes or the Exchange Notes, as the case may be, and cause the
         Indenture or the trust indenture provided for in Section 2(a) hereof,
         as the case may be, to be qualified under the TIA not later than the
         effective date of the first Registration Statement relating to the
         Registrable Notes; and in connection therewith, cooperate with the
         trustee under any such indenture and the Holders of the Registrable
         Notes, to effect such changes to such indenture as may be required for
         such indenture to be so qualified in accordance with the terms of the
         TIA; and execute, and use its best efforts to cause such trustee to
         execute, all documents as may be required to effect such changes, and
         all other forms and documents required to be filed with the SEC to
         enable such indenture to be so qualified in a timely manner.

                  (o)      Comply with all applicable rules and regulations of
         the SEC and make generally available to its securityholders with regard
         to any applicable Registration Statement, a consolidated earning
         statement satisfying the provisions of Section 11(a) of the Securities
         Act and Rule 158 thereunder (or any similar rule promulgated under the
         Securities Act) no later than 45 days after the end of any twelve-month
         period (or 90 days after the end of any 12-month period if such period
         is a fiscal year) (i) commencing at the end of any fiscal quarter in
         which any Registrable Notes are sold to underwriters in a firm
         commitment or best efforts underwritten offering and (ii) if not sold
         to underwriters in such an offering, commencing on the first day of the
         first fiscal quarter of the Issuer after the effective date of a
         Registration Statement, which statements shall cover said 12-month
         periods.

                  (p)      Upon consummation of an Exchange Offer or a Private
         Exchange, obtain an opinion of counsel to the Issuer addressed to the
         Trustee for the benefit of all Holders

                                      -16



         of Registrable Notes participating in the Exchange Offer or Private
         Exchange, as the case may be, that the Exchange Notes or Private
         Exchange Notes as the case may be, and the related indenture constitute
         legal, valid and binding obligations of the Issuer, enforceable against
         it in accordance with their respective terms subject to customary
         exceptions and qualifications.

                  (q)      If the Exchange Offer or a Private Exchange is to be
         consummated, upon delivery of the Registrable Notes by Holders to the
         Issuer (or to such other Person as directed by the Issuer) in exchange
         for the Exchange Notes or the Private Exchange Notes, as the case may
         be, the Issuer shall mark, or cause to be marked, on such Registrable
         Notes that such Registrable Notes are being canceled in exchange for
         the Exchange Notes or the Private Exchange Notes, as the case may be;
         provided that in no event shall such Registrable Notes be marked as
         paid or otherwise satisfied.

                  (r)      Cooperate with each seller of Registrable Notes
         covered by any Registration Statement and each underwriter, if any,
         participating in the disposition of such Registrable Notes and their
         respective counsel in connection with any filings required to be made
         with the National Association of Securities Dealers, Inc. (the "NASD").

                  (s)      Use its reasonable efforts to take all other steps
         reasonably necessary to effect the registration of the applicable
         Registrable Notes covered by a Registration Statement contemplated
         hereby.

                  The Issuer may require each seller of any Registrable Notes as
to which any registration is being effected to furnish to the Issuer such
information regarding such seller and the distribution of such Registrable Notes
as the Issuer may, from time to time, reasonably request. The Issuer may exclude
from such registration the Registrable Notes of any seller for so long as such
seller fails to furnish such information within a reasonable time after
receiving such request and in such event shall have no further obligation under
this Agreement (including without limitation the obligation under Section 4)
with respect to such seller or any subsequent holder of such Registrable Notes.
Each seller as to which any Shelf Registration is being effected agrees to
furnish promptly to the Issuer all information required to be disclosed in order
to make the information previously furnished to the Issuer by such seller not
materially misleading.

                  If any such Registration Statement refers to any Holder by
name or otherwise as the holder of any securities of the Issuer, then such
Holder shall have the right to require (i) the insertion therein of language, in
form and substance reasonably satisfactory to such Holder, to the effect that
the holding by such Holder of such securities is not to be construed as a
recommendation by such Holder of the investment quality of the securities
covered thereby and that such holding does not imply that such Holder will
assist in meeting any future financial requirements of the Issuer, or (ii) in
the event that such reference to such Holder by name or otherwise is not
required by the Securities Act or any similar federal statute then in force, the
deletion of the reference to such Holder in any amendment or supplement to the
applicable Registration Statement filed or prepared subsequent to the time that
such reference ceases to be required.

                                      -17



                  Each Holder of Registrable Notes and each Participating
Broker-Dealer agrees by its acquisition of such Registrable Notes or Exchange
Notes, as the case may be, to be sold by such Participating Broker-Dealer, as
the case may be, that, upon actual receipt of any notice from the Issuer of the
happening of any event of the kind described in Section 5(c)(ii), 5(c)(iv),
5(c)(v), or 5(c)(vi) hereof, such Holder or Participating Broker-Dealer, as the
case may be, will forthwith discontinue disposition of such Registrable Notes or
Exchange Notes, as the case may be, covered by such Registration Statement or
Prospectus until such Holder's or Participating Broker-Dealer's receipt of the
copies of the supplemented or amended Prospectus contemplated by Section 5(j)
hereof, or until it is advised in writing (the "Advice") by the Issuer that the
use of the applicable Prospectus may be resumed, and has received copies of any
amendments or supplements thereto. In the event that the Issuer shall give any
such notice, the Applicable Period shall be extended by the number of days
during such periods from and including the date of the giving of such notice to
and including the date when each seller of Registrable Notes covered by such
Registration Statement or Exchange Notes to be sold by such Participating
Broker-Dealer, as the case may be, shall have received (x) the copies of the
supplemented or amended Prospectus contemplated by Section 5(j) hereof or (y)
the Advice.

         6.       Registration Expenses

                  All fees and expenses incident to the performance of or
compliance with this Agreement by the Issuer (other than any underwriting
discounts or commissions) shall be borne by the Issuer whether or not the
Exchange Registration Statement or any Shelf Registration is filed or becomes
effective or the Exchange Offer is consummated, including, without limitation,
(i) all registration and filing fees (including, without limitation, (A) fees
with respect to filings required to be made with the NASD in connection with an
underwritten offering and (B) fees and expenses of compliance with state
securities or Blue Sky laws (including, without limitation, fees and
disbursements of counsel in connection with Blue Sky qualifications of the
Registrable Notes or Exchange Notes and determination of the eligibility of the
Registrable Notes or Exchange Notes for investment under the laws of such
jurisdictions (x) where the holders of Registrable Notes or Exchange Notes, as
the case may be, are located, or (y) as provided in Section 5(h) hereof, in the
case of Registrable Notes or Exchange Notes, as the case may be, to be sold by a
Participating Broker-Dealer during the Applicable Period)), (ii) printing
expenses, including, without limitation, expenses of printing certificates for
Registrable Notes or Exchange Notes in a form eligible for deposit with The
Depository Trust Company and of printing prospectuses if the printing of
prospectuses is requested by the managing underwriter or underwriters, if any,
by the Holders of a majority in aggregate principal amount of the Registrable
Notes included in any Registration Statement or to be sold by any Participating
Broker-Dealer, as the case may be, (iii) messenger, telephone and delivery
expenses, (iv) fees and disbursements of counsel for the Issuer and fees and
disbursements of one special counsel for all of the sellers of the Registrable
Notes (exclusive of any counsel retained pursuant to Section 7 hereof), (v) fees
and disbursements of all independent certified public accountants referred to in
Section 5(l)(iii) hereof (including, without limitation, the expenses of any
special audit and "cold comfort" letters required by or incident to such
performance), (vi) Securities Act liability insurance, if the Issuer desires
such insurance, (vii) fees and expenses of all other Persons retained by the
Issuer, (viii) internal expenses of the Issuer (including, without limitation,
all salaries and expenses of officers and

                                      -18



employees of the Issuer performing legal or accounting duties), (ix) the expense
of any annual audit, (x) any fees and expenses incurred in connection with the
listing of the securities to be registered on any securities exchange, and the
obtaining of a rating of the securities, in each case, if applicable, and (xi)
the expenses relating to printing, word processing and distributing all
Registration Statements, underwriting agreements, indentures and any other
documents necessary in order to comply with this Agreement.

         7.       Indemnification and Contribution

                  (a)      The Issuer agrees to indemnify and hold harmless each
Holder of the Registrable Notes and each Participating Broker-Dealer selling the
Exchange Notes during the Applicable Period, the Affiliates, officers, directors
and employees of each such Person, and each Person, if any, who controls any
such Person within the meaning of either Section 15 of the Securities Act or
Section 20 of the Exchange Act (each, a "Participant"), from and against any and
all losses, claims, damages, judgments, liabilities and expenses (including,
without limitation, the legal fees and other expenses actually incurred in
connection with any suit, action or proceeding or any claim asserted) caused by,
arising out of or based upon any untrue statement or alleged untrue statement of
a material fact contained in any Registration Statement (or any amendment
thereto) or Prospectus (as amended or supplemented if the Issuer shall have
furnished any amendments or supplements thereto) or any preliminary prospectus,
or caused by, arising out of or based upon any omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein, in the case of the Prospectus in the light of the
circumstances under which they were made, not misleading, except insofar as such
losses, claims, damages or liabilities are caused by any untrue statement or
omission or alleged untrue statement or omission made in reliance upon and in
conformity with information relating to any Participant furnished to the Issuer
in writing by such Participant expressly for use therein and with respect to any
preliminary Prospectus, to the extent that any such loss, claim, damage or
liability arises solely from the fact that any Participant sold Registrable
Notes or Exchange Notes to a person to whom there was not sent or given a copy
of the Prospectus (as amended or supplemented) at or prior to the written
confirmation of such sale if the Issuer shall have previously furnished copies
thereof to the Participant in accordance herewith and the Prospectus (as amended
or supplemented) would have corrected any such untrue statement or omission.

                  (b)      Each Participant agrees, severally and not jointly,
to indemnify and hold harmless the Issuer, the Affiliates, officers, directors
and employees of the Issuer and each Person who controls the Issuer within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to
the same extent (but on a several, and not joint, basis) as the foregoing
indemnity from the Issuer to each Participant, but only with reference to
information relating to such Participant furnished to the Issuer in writing by
or on behalf of such Participant expressly for use in any Registration Statement
or Prospectus, any amendment or supplement thereto, or any preliminary
prospectus. The liability of any Participant under this paragraph shall in no
event exceed the proceeds received by such Participant from sales of Registrable
Notes or Exchange Notes giving rise to such obligations.

                                      -19



                  (c)      If any suit, action, proceeding (including any
governmental or regulatory investigation), claim or demand shall be brought or
asserted against any Person in respect of which indemnity may be sought pursuant
to either of the two preceding paragraphs, such Person (the "Indemnified
Person") shall promptly notify the Persons against whom such indemnity may be
sought (the "Indemnifying Persons") in writing, and the Indemnifying Persons,
upon request of the Indemnified Person, shall retain counsel reasonably
satisfactory to the Indemnified Person to represent the Indemnified Person and
any others the Indemnifying Persons may reasonably designate in such proceeding
and shall pay the fees and expenses actually incurred by such counsel related to
such proceeding; provided, however, that the failure to so notify the
Indemnifying Persons will not relieve it from any liability under paragraph (a)
or (b) above unless and to the extent such failure results in the forfeiture by
the Indemnifying Person of substantial rights and defenses and the Indemnifying
Person was not otherwise aware of such action or claim. In any such proceeding,
any Indemnified Person shall have the right to retain its own counsel, but the
fees and expenses of such counsel shall be at the expense of such Indemnified
Person unless (i) the Indemnifying Persons and the Indemnified Person shall have
mutually agreed to the contrary, (ii) the Indemnifying Persons shall have failed
within a reasonable period of time to retain counsel reasonably satisfactory to
the Indemnified Person or (iii) the named parties in any such proceeding
(including any impleaded parties) include both any Indemnifying Person and the
Indemnified Person or any affiliate thereof and representation of both parties
by the same counsel would be inappropriate due to actual or potential differing
interests between them. It is understood that the Indemnifying Persons shall
not, in connection with such proceeding or separate but substantially similar
related proceedings in the same jurisdiction arising out of the same general
allegations, be liable for the fees and expenses of more than one separate firm
(in addition to any local counsel) for all Indemnified Persons, and that all
such fees and expenses shall be reimbursed promptly as they are incurred. Any
such separate firm for the Participants and such control Persons of Participants
shall be designated in writing by Participants who sold a majority in interest
of Registrable Notes and Exchange Notes sold by all such Participants and shall
be reasonably acceptable to the Issuer, and any such separate firm for the
Issuer, its affiliates, officers, directors, representatives, employees and
agents and such control Persons of the Issuer shall be designated in writing by
the Issuer and shall be reasonably acceptable to the Holders.

                  The Indemnifying Persons shall not be liable for any
settlement of any proceeding effected without its prior written consent (which
consent shall not be unreasonably withheld or delayed), but if settled with such
consent or if there be a final non-appealable judgment for the plaintiff for
which the Indemnified Person is entitled to indemnification pursuant to this
Agreement, each of the Indemnifying Persons agrees to indemnify and hold
harmless each Indemnified Person from and against any loss or liability by
reason of such settlement or judgment. No Indemnifying Person shall, without the
prior written consent of the Indemnified Persons (which consent shall not be
unreasonably withheld or delayed), effect any settlement or compromise of any
pending or threatened proceeding in respect of which any Indemnified Person is
or could have been a party, or indemnity could have been sought hereunder by
such Indemnified Person, unless such settlement (A) includes an unconditional
written release of such Indemnified Person, in form and substance reasonably
satisfactory to such Indemnified Person, from all liability on

                                      -20



claims that are the subject matter of such proceeding and (B) does not include
any statement as to an admission of fault, culpability or failure to act by or
on behalf of such Indemnified Person.

                  (d)      If the indemnification provided for in paragraphs (a)
and (b) of this Section 7 is for any reason unavailable to, or insufficient to
hold harmless, an Indemnified Person in respect of any losses, claims, damages
or liabilities referred to therein, then each Indemnifying Person under such
paragraphs, in lieu of indemnifying such Indemnified Person thereunder and in
order to provide for just and equitable contribution, shall contribute to the
amount paid or payable by such Indemnified Person as a result of such losses,
claims, damages or liabilities in such proportion as is appropriate to reflect
the relative fault of the Indemnifying Person or Persons on the one hand and the
Indemnified Person or Persons on the other in connection with the statements or
omissions or alleged statements or omissions that resulted in such losses,
claims, damages or liabilities (or actions in respect thereof) as well as any
other relevant equitable considerations. The relative fault of the parties shall
be determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Issuer on the one hand or
such Participant or such other Indemnified Person, as the case may be, on the
other, the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission, and any other
equitable considerations appropriate in the circumstances.

                  (e)      The parties agree that it would not be just and
equitable if contribution pursuant to this Section 7 were determined by pro rata
allocation (even if the Participants were treated as one entity for such
purpose) or by any other method of allocation that does not take account of the
equitable considerations referred to in the immediately preceding paragraph. The
amount paid or payable by an Indemnified Person as a result of the losses,
claims, damages, judgments, liabilities and expenses referred to in the
immediately preceding paragraph shall be deemed to include, subject to the
limitations set forth above, any reasonable legal or other expenses actually
incurred by such Indemnified Person in connection with investigating or
defending any such action or claim. Notwithstanding the provisions of this
Section 7, in no event shall a Participant be required to contribute any amount
in excess of the amount by which proceeds received by such Participant from
sales of Registrable Notes or Exchange Notes, as the case may be, exceeds the
amount of any damages that such Participant has otherwise been required to pay
or has paid by reason of such untrue or alleged untrue statement or omission or
alleged omission. No Person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent
misrepresentation.

                  (f)      The indemnity and contribution agreements contained
in this Section 7 will be in addition to any liability that the Indemnifying
Persons may otherwise have to the Indemnified Persons referred to above.

         8.       Rules 144 and 144A

                  The Issuer covenants and agrees that it will file the reports
required to be filed by it under the Securities Act and the Exchange Act and the
rules and regulations adopted by the

                                      -21



SEC thereunder in a timely manner in accordance with the requirements of the
Securities Act and the Exchange Act and, if at any time the Issuer is not
required to file such reports, the Issuer will, upon the request of any Holder
or beneficial owner of Registrable Notes, make available such information
necessary to permit sales pursuant to Rule 144A under the Securities Act. The
Issuer further covenants and agrees, for so long as any Registrable Notes remain
outstanding, that it will take such further action as any Holder of Registrable
Notes may reasonably request, all to the extent required from time to time to
enable such holder to sell Registrable Notes without registration under the
Securities Act within the limitation of the exemptions provided by (a) Rule
144(k) and Rule 144A under the Securities Act, as such Rules may be amended from
time to time, or (b) any similar rule or regulation hereafter adopted by the
SEC.

         9.       Miscellaneous

                  (a)      No Inconsistent Agreements. The Issuer has not, as of
the date hereof, and the Issuer shall not, after the date of this Agreement,
enter into any agreement with respect to any of its securities that is
inconsistent with the rights granted to the Holders of Registrable Notes in this
Agreement or otherwise conflicts with the provisions hereof. The rights granted
to the Holders hereunder do not in any way conflict with and are not
inconsistent with the rights granted to the holders of the Issuer's other issued
and outstanding securities under any such agreements.

                  (b)      Adjustments Affecting Registrable Securities. The
Issuer shall not, directly or indirectly, take any action with respect to the
Registrable Notes that would adversely affect the ability of the Holders of
Registrable Notes to include such Registrable Notes in a registration undertaken
pursuant to this Agreement.

                  (c)      Amendments and Waivers. The provisions of this
Agreement may not be amended, modified or supplemented, and waivers or consents
to departures from the provisions hereof may not be given, otherwise than with
the prior written consent of (I) the Issuer and (II)(A) the Holders of not less
than a majority in aggregate principal amount of the then outstanding
Registrable Notes and (B) in circumstances that would adversely affect the
Participating Broker-Dealers, the Participating Broker-Dealers holding not less
than a majority in aggregate principal amount or liquidation preference, as the
case may be, of the Exchange Notes held by all Participating Broker-Dealers;
provided, however, that Section 7 and this Section 10(c) may not be amended,
modified or supplemented without the prior written consent of each Holder and
each Participating Broker-Dealer (including any person who was a Holder or
Participating Broker-Dealer of Registrable Notes or Exchange Notes, as the case
may be, disposed of pursuant to any Registration Statement) affected by any such
amendment, modification or supplement. Notwithstanding the foregoing, a waiver
or consent to depart from the provisions hereof with respect to a matter that
relates exclusively to the rights of Holders of Registrable Notes whose
securities are being sold pursuant to a Registration Statement and that does not
directly or indirectly affect, impair, limit or compromise the rights of other
Holders of Registrable may be given by Holders of at least a majority in
aggregate principal of the Registrable Notes being sold pursuant to such
Registration Statement.

                                      -22



                  (d)      Notices. All notices and other communications
(including, without limitation, any notices or other communications to the
Trustee) provided for or permitted hereunder shall be made in writing by
hand-delivery, registered first-class mail, next-day air courier or facsimile:

                  (i)      if to a Holder of Registrable Notes or any
         Participating Broker-Dealer, at the most current address of such Holder
         or Participating Broker-Dealer, as the case may be, set forth on the
         records of the registrar under the Indenture, as appropriate; and

                  (ii)     if to the Issuer, at the address as follows:

                                    FLEXTRONICS INTERNATIONAL LTD.
                                    2090 Fortune Drive
                                    San Jose, CA 95131
                                    Attention: Investor Relations

                           with a copy to:

                                    Fenwick & West LLP
                                    801 California Street
                                    Mountain View, CA 94041
                                    Attention: David K. Michaels, Esq.

                  All such notices and communications shall be deemed to have
been duly given: when delivered by hand, if personally delivered; five business
days after being deposited in the mail, postage prepaid, if mailed; one business
day after being timely delivered to a next-day air courier; and with
confirmation of transmission, if sent by facsimile.

                  Copies of all such notices, demands or other communications
shall be concurrently delivered by the Person giving the same to the Trustee at
the address and in the manner specified in the Indenture if such communication
relates to the Notes, Exchange Notes or Private Exchange Notes.

                  (e)      Successors and Assigns. This Agreement shall inure to
the benefit of and be binding upon the successors and assigns of each of the
parties hereto, the Holders and the Participating Broker-Dealers; provided,
however, that this Agreement shall not inure to the benefit of or be binding
upon a successor of assign of a Holder or a Participating Broker-Dealer unless
and to the extent such successor or assign holds Registrable Notes.

                  (f)      Counterparts. This Agreement may be executed in any
number of counterparts and by the parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.

                                      -23



                  (g)      Headings. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.

                  (h)      GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED
TO CONTRACTS MADE AND PERFORMED ENTIRELY WITHIN THE STATE OF NEW YORK, WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE PARTIES HERETO AGREES TO
SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION
OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

                  (i)      Severability. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to be
invalid, illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their best efforts to find and employ an alternative means to
achieve the same or substantially the same result as that contemplated by such
term, provision, covenant or restriction. It is hereby stipulated and declared
to be the intention of the parties that they would have executed the remaining
terms, provisions, covenants and restrictions without including any of such that
may be hereafter declared invalid, illegal, void or unenforceable.

                  (j)      Notes Held by the Issuer or Its Affiliates. Whenever
the consent or approval of Holders of a specified percentage of Registrable
Notes is required hereunder, Registrable Notes held by the Issuer or its
affiliates (as such term is defined in Rule 405 under the Securities Act) shall
not be counted in determining whether such consent or approval was given by the
Holders of such required percentage.

                  (k)      Third-Party Beneficiaries. Holders of Registrable
Notes, and Participating Broker-Dealers are intended third-party beneficiaries
of this Agreement, and this Agreement may be enforced by such Persons.

                  (l)      Entire Agreement. This Agreement and together with
the Purchase Agreement and the Indenture are intended by the parties as a final
and exclusive statement of the agreement and understanding of the parties hereto
in respect of the subject matter contained herein and therein and any and all
prior oral or written agreements, representations, or warranties, contracts,
understandings, correspondence, conversations and memoranda between the Holders
on the one hand and the Issuer on the other, or between or among any agents,
representatives, parents, subsidiaries, affiliates, predecessors in interest or
successors in interest with respect to the subject matter hereof and thereof are
merged herein and replaced hereby.

                            [Signature Page Follows]

                                      -24



                  IN WITNESS WHEREOF, the parties have executed this
Registration Rights Agreement as of the date first written above.

                                             FLEXTRONICS INTERNATIONAL LTD.

                                             By: /s/ Michael E. Marks

                                                                             S-1



The foregoing Agreement is hereby confirmed
and accepted as of the date first above written.

CITIGROUP GLOBAL MARKETS INC.
CREDIT SUISSE FIRST BOSTON LLC
GOLDMAN, SACHS & CO. INC.
DEUTSCHE BANK SECURITIES INC.
LEHMAN BROTHERS INC.
BANC OF AMERICA SECURITIES LLC
ABN AMRO INCORPORATED
BEAR, STEARNS & CO. INC.
as Initial Purchasers

By: CITIGROUP GLOBAL MARKETS INC.,
      on behalf of the Initial Purchasers

By: __________________________________
    Name:
    Title:

                                                                             S-2

EX-5.01

                                                                    EXHIBIT 5.01

                                 August 5, 2003

Flextronics International Ltd.
36 Robinson Road, #18-01
City House
Singapore 06887

Ladies and Gentlemen:

         We have acted as United States counsel for Flextronics International
Ltd., a Singapore corporation (the "Company"), with respect to Registration
Statement on Form S-4 (the "REGISTRATION STATEMENT") filed by the Company on or
about August 5, 2003, with the Securities and Exchange Commission (the
"COMMISSION") in connection with the Company's offer to exchange (the "EXCHANGE
OFFER") $400,000,000 aggregate principal amount of its 6 1/2% Senior
Subordinated Notes due 2013 (the "NEW NOTES") for $400,000,000 aggregate
principal amount of its outstanding 6 1/2% Senior Subordinated Notes due 2013
(the "OLD NOTES"). The Old Notes have been, and the New Notes will be, issued
pursuant to an indenture dated as of May 8, 2003 (the "INDENTURE") between the
Company and J.P. Morgan Trust Company, National Association (the "TRUSTEE") in
the form filed as an exhibit to the Registration Statement.

         In rendering this opinion, we have examined the Registration Statement,
the Indenture, the form of the New Notes contained in the Indenture, and such
other documents and have made such other inquiries and investigations of law as
we have deemed necessary or appropriate as a basis for the opinion hereinafter
expressed.

         In our examination of documents for purposes of this opinion, we have
assumed, and express no opinion as to, the genuineness of all signatures on
original documents, the authenticity and completeness of all documents submitted
to us as originals, the conformity to originals and completeness of all
documents submitted to us as copies, the legal capacity of all persons or
entities executing the same, the lack of any undisclosed termination,
modification, waiver or amendment to any documents reviewed by us, and the due
authorization, execution and delivery of all documents where due authorization,
execution and delivery are prerequisites to the effectiveness thereof. We have
also assumed that the Indenture has been duly authorized by all necessary
corporate action by the Company and has been duly executed and delivered by the
Company, and that the New Notes will have been properly executed by authorized
officers of the Company or their agents.

         As to matters of fact relevant to this opinion, we have relied solely
upon our examination of the documents referred to above and have assumed the
current accuracy and completeness of the information included in the documents
referred to above and the representations and warranties made by representatives
of the Company to us. We have made no independent investigation or other attempt
to verify the accuracy of any of such information or to determine the existence
or non-existence of any other factual matters; however, we are not aware of any
facts that would cause us to believe that the opinions expressed herein are not
accurate.

         We are admitted to practice law in the state of California, and this
opinion is rendered only with respect to, and no opinion is expressed herein
concerning the application or effect of



the laws of any jurisdiction other than, (i) the existing laws of the United
States of America, (ii) the existing laws of the state of California, and (iii)
solely with respect to whether or not the New Notes are the valid and binding
obligations of the Company, the existing laws of the state of New York. In
rendering the opinions expressed herein relating to matters governed by the laws
of the Republic of Singapore, we have relied, with your consent, solely upon the
opinion of even date herewith addressed to you of Allen & Gledhill, Singapore,
and our opinion is subject to the same assumptions, qualifications and
limitations as are contained in such opinion.

         In connection with our opinion expressed below, we have assumed that,
at or prior to the time of the delivery of the New Notes, the Registration
Statement will have been declared effective under the Securities Act of 1933, as
amended, that the registration will apply to the New Notes and will not have
been modified or rescinded and that there will not have occurred any change in
law affecting the validity or enforceability of the New Notes. We have also
assumed for purposes of this opinion that the Company has been duly incorporated
and is validly existing as a company under the laws of the Republic of Singapore
and has the corporate power and authority to issue and sell the New Notes.

         This opinion is qualified by, and is subject to, and we render no
opinion with respect to, the following limitations and exceptions to the
enforceability of the New Notes:

         (a)      the effect of the laws of bankruptcy, insolvency,
                  reorganization, arrangement, moratorium, fraudulent
                  conveyance, and other similar laws now or hereinafter in
                  effect relating to or affecting the rights and remedies of
                  creditors;

         (b)      the effect of general principles of equity and similar
                  principles, including, without limitation, concepts of
                  materiality, reasonableness, good faith and fair dealing,
                  public policy and unconscionability, and the possible
                  unavailability of specific performance, injunctive relief, or
                  other equitable remedies, regardless of whether considered in
                  a proceeding in equity or at law;

         (c)      the unenforceability under certain circumstances under law or
                  court decisions of provisions providing for the
                  indemnification of, or contribution to, a party with respect
                  to a liability where such indemnification or contribution is
                  contrary to public policy; and

         (d)      the effect of California, New York, and federal laws relating
                  to usury or permissible rates of interest for loans,
                  forebearances or the use of money.

         In addition to the foregoing, we express no opinion with respect to
whether acceleration of New Notes may affect the collectibility of any portion
of the stated principal amount thereof that might be determined to constitute
unearned interest thereon.

          Subject to the foregoing and the other qualifications set forth
herein, it is our opinion that, as of the date hereof, when the New Notes are
duly executed and delivered by the Company and authenticated by the Trustee in
accordance with the provisions of the Indenture and delivered in exchange for
the Old Notes in accordance with the Exchange Offer as described in the
Registration Statement, which shall have been declared effective by the
Commission, the New Notes will be validly issued and will constitute valid and
binding obligations of the Company.



         We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to all references to us, if any, in the
Registration Statement, the Prospectus and, provided that the conditions set
forth in this letter are satisfied, any amendments or supplements thereto. In
giving this consent we do not thereby admit that we come within the category of
persons whose consent is required by the Securities Act or by the rules and
regulations promulgated thereunder.

         This opinion is intended solely for use in connection with the Exchange
Offer pursuant to the Registration Statement and is not to be relied upon for
any other purpose. This opinion speaks as of the date first above written, and
we assume no obligation to advise you of any fact, circumstance, event or change
in the law or the facts that may hereafter be brought to our attention whether
or not such occurrence would affect or modify the opinions expressed herein.

                                            Very truly yours,

                                            FENWICK & WEST LLP

                                            By: /s/ David K. Michaels
                                                --------------------------------
                                                David K. Michaels, a Partner

EX-5.02

                                                                    EXHIBIT 5.02

[LETTERHEAD OF ALLEN & GLEDHILL]

5 August 2003

[Flextronics International Ltd.]
36 Robinson Road
#18-01 City House
Singapore 068877

Dear Sirs

REGISTRATION STATEMENT ON FORM S-4 OF FLEXTRONICS INTERNATIONAL LTD.

1.       We have acted as legal advisers in Singapore to Flextronics
         International Ltd. (the "COMPANY") in connection with the
         authorisation, issuance and sale by the Company, of US$400,000,000 6.50
         per cent. Senior Subordinated Notes due 2013 (the "NOTES"), pursuant to
         an exchange offer (the "EXCHANGE OFFER") as described in the
         Registration Statement on Form S-4 (the "REGISTRATION STATEMENT") dated
         5 August 2003 under the Securities Act of 1933, as amended (the
         "SECURITIES ACT").

2.       For the purpose of rendering this opinion, we have examined:

         (a)      an executed copy of the Indenture (the "INDENTURE") dated
                  8 May 2003, made between the Company and J.P. Morgan Trust
                  Company, National Association, as trustee, as provided to us
                  by electronic mail on 8 May 2003;

         (b)      a copy of the Registration Statement;

         (c)      copies of the Memorandum and Articles of Association of the
                  Company and its Certificate of Incorporation of Private
                  Company, Certificate of Incorporation on Conversion to a
                  Public Company and Certificate of Incorporation on Change of
                  Name of Company;

         (d)      a copy each of (i) the resolutions of the Board of Directors
                  of the Company passed on 3 April 2003 (ii) the resolutions of
                  the Pricing Committee of the Board of Directors of the Company
                  passed on 5 May 2003 and (iii) the resolutions of the Board of
                  Directors of the Company passed on 29 July 2003, less all
                  attachments and tabled document referred to in such
                  resolutions, as provided to us by electronic mails on 8 May
                  2003 and 2 August 2003 respectively (the "COMPANY'S
                  RESOLUTIONS"); and

         (e)      such other documents as we have considered necessary or
                  desirable to examine in order that we may render this opinion.

     A list of the partners and their professional qualifications is open to
                        inspection at the above office.



                                     PAGE 2

[ALLEN & GLEDHILL LOGO]

3.       We have assumed:

         (a)      that the Indenture is within the capacity and powers of, and
                  has been validly authorised by, each party thereto (other than
                  the Company) and has been validly executed and delivered by
                  and on behalf of each party thereto;

         (b)      the genuineness of all signatures on all documents and the
                  completeness, and the conformity to original documents, of all
                  copies submitted to us;

         (c)      that copies of the Memorandum and Articles of Association, the
                  Certificate of Incorporation of Private Company, the
                  Certificate of Incorporation on Conversion to a Public Company
                  and Certificate of Incorporation on Change of Name of Company
                  of the Company submitted to us for examination are true,
                  complete and up-to-date copies;

         (d)      that copies of the Company's Resolutions submitted to us for
                  examination are true, complete and up-to-date copies and that
                  the Company's Resolutions have not been rescinded or modified
                  and they remain in full force and effect and that no other
                  resolution or other action has been taken which could affect
                  the validity of the Company's Resolutions;

         (e)      that the Indenture constitutes, and the Notes, when duly
                  issued upon consummation of the Exchange Offer, will
                  constitute, legal, valid, binding and enforceable obligations
                  of the parties thereto for all purposes under the laws of all
                  jurisdictions other than Singapore;

         (f)      that there are no provisions of the laws of any jurisdiction
                  other than Singapore which may be contravened by the execution
                  or delivery of the Indenture and the Notes insofar as any
                  obligation expressed to be incurred or performed under the
                  Indenture and the Notes falls to be performed in or is
                  otherwise subject to the laws of any jurisdiction other than
                  Singapore, its performance will not be illegal by virtue of
                  the laws of that jurisdiction;

         (g)      that all consents, approvals, authorisations, licences,
                  exemptions or orders required from any governmental body or
                  agency outside Singapore and all other requirements outside
                  Singapore for the legality, validity and enforceability of the
                  Indenture and the Notes have been duly obtained or fulfilled
                  and are and will remain in full force and effect and that any
                  conditions to which they are subject have been satisfied; and

         (h)      that the Notes will be duly issued and duly delivered upon
                  consummation of the Exchange Offer against receipt of the old
                  notes (as referred to in the Registration Statement)
                  surrendered in exchange therefor as contemplated by the
                  Registration Statement.

4.       Based on the foregoing, we are of the opinion that the Company has
         taken all necessary corporate action required under the laws of
         Singapore to authorise the issue of the Notes, and the Notes when duly
         executed and delivered in accordance with the Indenture will constitute
         legal, valid, binding and enforceable obligations of the Company under
         the laws of Singapore.

5.       This opinion relates only to the laws of general application of
         Singapore as at the date hereof and as currently applied by the
         Singapore courts, and is given on the basis that it will be governed by
         and construed in accordance with the laws of Singapore. We have made no
         investigation of, and do not express or imply any views on, the laws of
         any country other than Singapore. In respect of the Indenture and the
         Notes, we have assumed due compliance with all matters concerning
         United



                                     PAGE 3

[ALLEN & GLEDHILL LOGO]

         States Federal laws, California laws and New York laws and the laws of
         all other relevant jurisdictions other than Singapore.

6.       The qualifications to which this opinion is subject are as follows:

         (a)      enforcement of the obligations of the Company under the
                  Indenture may be affected by prescription or lapse of time,
                  bankruptcy, insolvency, liquidation, reorganisation,
                  reconstruction or similar laws generally affecting creditors'
                  rights;

         (b)      the power of the Singapore courts to grant equitable remedies
                  such as injunction and specific performance is discretionary
                  and accordingly a Singapore court might make an award of
                  damages where an equitable remedy is sought;

         (c)      where under the Indenture, any person is vested with a
                  discretion or may determine a matter in its opinion, Singapore
                  law may require that such discretion is exercised reasonably
                  or that such opinion is based upon reasonable grounds;

         (d)      by virtue of the Limitation Act, Chapter 163 of Singapore,
                  failure to exercise a right of action for more than six years
                  will operate as a bar to the exercise of such right and
                  failure to exercise such a right for a lesser period may
                  result in such right being waived;

         (e)      a Singapore court may stay proceedings if concurrent
                  proceedings are brought elsewhere;

         (f)      where obligations are to be performed in a jurisdiction
                  outside Singapore, they may not be enforceable in Singapore to
                  the extent that performance would be illegal or contrary to
                  public policy under the laws of that jurisdiction;

         (g)      any provision in the Indenture and the Notes as to
                  severability may not be binding under the laws of Singapore
                  and the question of whether or not such provisions which is
                  illegal, invalid or unenforceable may be severed from other
                  provisions in order to save such other provisions depends on
                  the nature of the illegality, invalidity or unenforceability
                  in question and would be determined by a Singapore court at
                  its discretion;

         (e)      we express no opinion as to events and conditions which might
                  violate covenants, restrictions or provisions with respect to
                  financial ratios or tests or any contractual provision
                  measured by the financial conditions or results of operation
                  of the Company or any of its subsidiaries;

         (f)      a Singapore court may refuse to give effect to clauses in the
                  Indenture in respect of the costs of unsuccessful litigation
                  brought before a Singapore court or where the court has itself
                  made an order for costs;

         (g)      we express no opinion on the legality or enforceability of the
                  performance of the Company of its obligations of
                  indemnification or contribution set forth in the Indenture;
                  and

         (h)      any term of an agreement may be amended orally by all the
                  parties notwithstanding provisions to the contrary in the
                  Indenture.



                                     PAGE 4

[ALLEN & GLEDHILL LOGO]

7.       Our opinion is strictly limited to the matters stated herein and is not
         to be read as extending by implication to any other matter in
         connection with the Indenture or the Notes or otherwise including, but
         without limitation, any other document signed in connection with the
         Indenture or the Notes. Further, our opinion is not to be transmitted
         to, nor is it to be relied upon by, any other person or quoted or
         referred to in any public document or filed with any governmental
         authority or agency without our prior written consent.

8.       We consent to the filing of this legal opinion as Exhibit 5.02 to the
         Registration Statement and to the reference to this firm under the
         caption "Legal Matters" in the Registration Statement. In giving this
         consent, we do not thereby admit that we are included in the category
         of persons whose consent is required under Section 7 of the Securities
         Act or the rules or regulations of the U.S. Securities and Exchange
         Commission. This opinion may also be relied upon by Fenwick & West LLP,
         United States Counsel for the Company in connection with the opinion to
         be delivered to the Company and filed as Exhibit 5.01 to the
         Registration Statement.

Yours faithfully

     /s/ Allen & Gledhill

EX-12.01

                                                                               .
                                                                               .
                                                                               .

                                                                   Exhibit 12.01

                   Statement Regarding Computation of Ratios



                                                                  Fiscal Year Ended March 31,
                                               -------------------------------------------------------------
                                                 1999         2000         2001         2002         2003
                                               --------     --------    ----------    ---------    ---------
                                                                                    
Fixed charges:
    Interest expense                           $ 61,430     $ 84,198    $  135,249    $ 116,436    $ 114,162
    Discount or premium related to
       indebtedness                                 989          957           293          390          390
    Assumed interest element in rent
       expense                                    9,567       16,909        26,245       31,002       38,767
                                               --------     --------    ----------    ---------     --------
         Total fixed charges                   $ 71,986     $102,064    $  161,781    $ 147,828     $153,319
                                               ========     ========    ==========    =========     ========
Earnings (loss):
    Income (loss) before income taxes          $ 39,369     $181,648    $ (552,304)   $(242,602)   $(147,239)
    Fixed charges                                71,986      102,064       161,781      147,828      153,319
                                               --------     --------    ----------    ---------     --------
         Income (loss) before income taxes
            and including fixed charges        $111,355     $283,712    $ (390,523)   $ (94,774)   $   6,080
                                               ========     ========    ==========    =========     ========
Ratio of earnings to fixed charges                1.55x        2.78x            --           --           --
                                               ========     ========    ==========    =========     ========
Deficiency of earnings available to cover
    fixed charges                              $     --     $     --    $ (552,304)   $(242,602)   $(147,239)
                                               ========     ========    ==========    =========    =========

EX-23.03

                                                                   EXHIBIT 23.03
                         CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in this Registration Statement of
Flextronics International Ltd. and subsidiaries (the Company) on Form S-4 of our
report dated April 21, 2003 (May 5, 2003 as to Note 13) relating to the
consolidated financial statements of the Company for the year ended March 31,
2003, appearing in the Annual Report on Form 10-K of the Company for the year
ended March 31, 2003 and to the reference to us under the heading "Experts" and
the Selected Financial Data in the Prospectus, which is part of this
Registration Statement.


Deloitte & Touche LLP

San Jose, California
August 4, 2003

EX-25.01

                                                                   EXHIBIT 25.01

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                            -------------------------

                                    FORM T-1

                            STATEMENT OF ELIGIBILITY
                    UNDER THE TRUST INDENTURE ACT OF 1939 OF
                   A CORPORATION DESIGNATED TO ACT AS TRUSTEE

                   -------------------------------------------
               CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
                     A TRUSTEE PURSUANT TO SECTION 305(b)(2)

                   -------------------------------------------

                J. P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION
               (Exact name of trustee as specified in its charter)

                                                                      95-4655078
(State of incorporation                                         (I.R.S. employer
if not a national bank)                                      identification No.)

560 MISSION STREET, FLOOR 13
SAN FRANCISCO, CALIFORNIA                                                  94105
(Address of principal executive offices)                              (Zip Code)

                               William H. McDavid
                                 General Counsel
                                 270 Park Avenue
                            New York, New York 10017
                               Tel: (212) 270-2611
            (Name, address and telephone number of agent for service)

                  --------------------------------------------
                         FLEXTRONICS INTERNATIONAL LTD.
               (Exact name of obligor as specified in its charter)

           SINGAPORE                                           NOT APPLICABLE
(State or other jurisdiction of                               (I.R.S. employer
incorporation or organization)                               identification No.)

36 ROBINSON ROAD #18-01
CITY HOUSE
SINGAPORE 06887                                                NOT APPLICABLE
(Address of principal executive offices)                         (Zip Code)

                    6-1/2% SENIOR SUBORDINATED NOTES DUE 2013
                       (Title of the indenture securities)

         -------------------------------------------------------------



ITEM 1.           GENERAL INFORMATION.

                  Furnish the following information as to the trustee:

         (a)      Name and address of each examining or supervising authority to
                  which it is subject.

                  Comptroller of the Currency, Washington, D.C.
                  Board of Governors of the Federal Reserve System, Washington,
                  D.C.

         (b)      Whether it is authorized to exercise corporate trust powers.

                  Yes.

ITEM 2.           AFFILIATIONS WITH OBLIGOR.

         If the Obligor is an affiliate of the trustee, describe each such
         affiliation.

         None.

ITEMS 3-15 are not applicable because, to the best of the Trustee's knowledge,
         the obligor is not in default under any Indenture for which the Trustee
         acts as Trustee.

ITEM 16.          LIST OF EXHIBITS.

         List below all exhibits filed as part of this statement of eligibility.

         Exhibit 1.        Articles of Association of the Trustee as Now in
                           Effect (see Exhibit 1 to Form T-1 filed in connection
                           with Form 8K of the Southern California Water Company
                           filing, dated December 7, 2001, which is incorporated
                           by reference).

         Exhibit 2.        Certificate of Authority of the Trustee to Commence
                           Business (see Exhibit 2 to Form T-1 filed in
                           connection with Registration Statement No. 333-41329,
                           which is incorporated by reference).

         Exhibit 3.        Authorization of the Trustee to Exercise Corporate
                           Trust Powers (contained in Exhibit 2).

         Exhibit 4.        Existing By-Laws of the Trustee (see Exhibit 4 to
                           Form T-1 filed in connection with Form 8K of the
                           Southern California Water Company filing, dated
                           December 7, 2001, which is incorporated by
                           reference).

         Exhibit 5.        Not Applicable

         Exhibit 6.        The consent of the Trustee required by Section 321
                           (b) of the Act (see Exhibit 6 to Form T-1 filed in
                           connection with Registration Statement No. 333-41329,
                           which is incorporated by reference).

         Exhibit 7.        A copy of the latest report of condition of the
                           Trustee, published pursuant to law or the
                           requirements of its supervising or examining
                           authority.

         Exhibit 8.        Not Applicable

         Exhibit 9.        Not Applicable

                                        2



                                    SIGNATURE

         Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, J. P. Morgan Trust Company, National Association, has duly caused this
statement of eligibility and qualification to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of San Francisco, and
State of California, on the 23rd day of July, 2003.

                                J. P. Morgan Trust Company, National Association

                                     By /s/: James Nagy
                                        -------------------------------
                                        James Nagy
                                        Assistant Vice Presidentr

                                        3



EXHIBIT 7.        Report of Condition of the Trustee.

CONSOLIDATED REPORT OF CONDITION OF
J.P. Morgan Trust Company, National Association
- ------------------------------------------------
          (Legal Title)

LOCATED AT 1800 Century Park East, Ste. 400    Los Angeles,   CA         90067
           ---------------------------------------------------------------------
                 (Street)                         (City)    (State)      (Zip)

AS OF CLOSE OF BUSINESS ON March 31, 2003

                                                                                           
ASSETS DOLLAR AMOUNTS IN THOUSANDS

1.     Cash and balances due from depository institutions (from Schedule RC-A):
           a. Noninterest-bearing balances and currency and coin (1)                              21,088
           b. Interest bearing balances (2)                                                            0
2.     Securities:
           a. Held-to-maturity securities (from Schedule RC-B, column A)                               0
           b. Available-for-sale securities (from Schedule RC-B, column D)                       136,138
3.     Federal Funds sold and securities purchased agreements to resell                                0
4.     Loans and lease financing receivables (from Schedule RC-C):
           a. Loans and leases held for sale                                                           0
           b. Loans and leases, net of unearned income                           141,435
           c. LESS: Allowance for loan and lease losses                                0
           d. Loans and leases, net of unearned income and
                allowance (item 4.b minus 4.c)                                                   141,435
5.     Trading assets (from Schedule RC-D)                                                             0
6.     Premises and fixed assets (including capitalized leases)                                    5,973
7.     Other real estate owned (from Schedule RC-M)                                                    0
8.     Investments in unconsolidated subsidiaries and associated companies
       (from Schedule RC-M)                                                                            0
9.     Customers' liability to this bank on acceptances outstanding                                    0
10.    Intangible assets
           a. Goodwill                                                                                 0
           b. Other intangible assets (from Schedule RC-M)                                       152,893
11.    Other assets (from Schedule RC-F)                                                          18,036
12.             TOTAL ASSETS (sum of items 1 through 11)                                         475,563



- -------------
(1)    Includes cash items in process of collection and unposted debits.

(2)    Includes time certificates of deposit not held for trading.

                                        4



                                                                                           
LIABILITIES

13.    Deposits:
           a. In domestic offices (sum of totals of columns A and C from
                Schedule RC-E)                                                                   222,645
                (1) Noninterest-bearing (1)                                      222,645
                (2) Interest-bearing                                                   0
           b. In foreign offices, Edge and Agreement subsidiaries, and IBF'
                (1) Noninterest-bearing                                                                0
                (2) Interest-bearing                                                                   0
14.    Federal funds purchased and securities sold under agreements to repurchase                      0
15.    Trading liabilities (from Schedule RC-D)                                                        0
16.    Other borrowed money (includes mortgage indebtedness and obligations
       under capitalized leases) (from Schedule RC-M):                                                 0
17.    Not applicable

18.    Bank's liability on acceptances executed and outstanding                                        0
19.    Subordinated notes and debentures (2)                                                           0
20.    Other liabilities (from Schedule RC-G)                                                     38,592
21.    Total liabilities (sum of items 13 through 20)                                            261,237
22.    Minority interest in consolidated subsidiaries                                                  0

EQUITY CAPITAL

23.    Perpetual preferred stock and related surplus                                                   0
24.    Common stock                                                                                  600
25.    Surplus (exclude all surplus related to preferred stock)                                  177,263
26.    a. Retained earnings                                                                       36,462
       b. Accumulated other comprehensive income (3)                                                   0
27.    Other equity capital components (4)                                                             0
28.    Total equity capital (sum of items 23 through 27)                                         214,326
29.    Total liabilities, minority interest, and equity capital
       (sum of items 21, 22, and 28)                                                             475,563



- -------------
(1)      Includes total demand deposits and noninterest-bearing time and savings
         deposits.

(2)      Includes limited-life preferred stock and related surplus.

(3)      Includes net unrealized holding gains (losses) on available-for-sale
         securities, accumulated net gains (losses) on cash flow hedges, and
         minimum pension liability adjustments.

(4)      Includes treasury stock and unearned Employee Stock Ownership Plan
         shares.

                                        5

EX-99.01

Exhibit 99.01

EX-99.02

Exhibit 99.02