DESCRIPTION OF NOTES

        We issued the original notes, and will issue the exchange notes, under an indenture, dated as of June 8, 2015, by and among Flextronics International Ltd., the guarantors party thereto and U.S. Bank National Association, as trustee (the "trustee"), which was supplemented by a first supplemental indenture, dated as of September 11, 2015 (as supplemented, the "indenture"). We refer to the original notes and the exchange notes together as the "notes."

        Any original notes that remain outstanding after completion of the exchange offer, together with the exchange notes that will be issued in the exchange offer, will be treated as a single class of securities under the indenture. The terms of the exchange notes will be substantially identical to the terms of the original notes, except that the exchange notes will be registered under the Securities Act, and the transfer restrictions, registration rights and payment of additional interest in case of non-registration applicable to the original notes will not apply to the exchange notes.

        Unless the context otherwise requires, references to "notes" in this "Description of Notes" include the original notes issued to the initial purchasers in transactions that were not subject to the Securities Act and the exchange notes that will be issued in the exchange offer which have been registered under the Securities Act.

        The terms of the notes include those stated in the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act").

        The following description is a summary of the material provisions of the notes and the indenture and is not a complete description thereof and where reference is made to particular provisions, such provisions, including the definitions of certain terms, are qualified in their entirety by reference to all of the provisions of the indenture and the notes and those terms made part of the indenture by the Trust Indenture Act. We urge you to read the indenture because the indenture, and not this description, defines your rights as holders of the notes. Copies of the indenture are available upon written request to us as described in the section "Where You Can Find More Information."

        The registered holder of a note is treated as the owner of it for all purposes. Only registered holders have rights under the indenture.

        References to "Flex," "we," "us" and "our" in this "Description of Notes" of this prospectus are only to Flextronics International Ltd. and not to any of its subsidiaries.

General

        The terms of the exchange notes will be substantially identical to the terms of the original notes, except that the exchange notes will be registered under the Securities Act, and the transfer restrictions, registration rights and payment of additional interest in case of non-registration applicable to the original notes will not apply to the exchange notes. The exchange notes will have the following basic terms:

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the exchange notes will be senior unsecured obligations of Flex and will rank equally with all other existing and future senior and unsecured debt obligations of Flex, including borrowings under its Credit Facilities;



•

the exchange notes will be initially guaranteed by all subsidiaries that guarantee Flex's Credit Facilities and by all subsidiaries that guarantee or become borrowers under Flex's Credit Facilities in the future;



•

the notes are limited to $600 million aggregate principal amount (subject to the rights of Flex to issue additional notes as described under "—Further Issuances" below);



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the exchange notes will accrue interest at the rate of 4.750% per year;

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•

interest will accrue on the exchange notes from the most recent interest payment date to or for which interest has been paid or duly provided (or if no interest has been paid or duly provided for, from the issue date of the original notes), payable semiannually in arrears on June 15 and December 15 of each year, beginning December 15, 2015;



•

the exchange notes will mature on June 15, 2025, unless redeemed or repurchased prior to that date;



•

Flex may redeem the exchange notes, in whole or in part, at any time at its option as described under "—Optional Redemption," as well as in the event of changes in taxes as described under "—Optional Redemption in Circumstances Involving Taxation";



•

Flex may be required to repurchase the notes in whole or in part at your option in connection with the occurrence of a "change of control repurchase event" as described under "—Purchase of Notes Upon a Change of Control Repurchase Event";



•

the exchange notes will be issued in registered form in minimum denominations of $2,000 in principal amount and in integral multiples of $1,000 in excess thereof;



•

the notes will be represented by one or more global notes registered in the name of a nominee of The Depository Trust Company ("DTC"), but in certain circumstances may be represented by notes in definitive form (see "—Form, Denomination and Registration of Notes" below); and



•

the exchange notes will be exchangeable and transferable, at the office or agency of Flex maintained for such purposes (which initially will be the corporate trust office of the trustee).

        Interest on each note will be paid to the person in whose name that note is registered at the close of business on June 1 or December 1, as the case may be, immediately preceding the relevant interest payment date. Interest on the notes will be computed on the basis of a 360-day year comprised of twelve 30- day months.

        If any interest or other payment date of a note falls on a day that is not a business day, the required payment of principal, premium, if any, or interest will be due on the next succeeding business day as if made on the date that the payment was due, and, unless Flex defaults on such payment, no interest will accrue on that payment for the period from and after that interest or other payment date, as the case may be, to the date of that payment on the next succeeding business day. The term "business day" means, with respect to the notes, any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorized or required by law, regulation or executive order to close in The City of New York or in a place of payment.

        The original notes are not, and the exchange notes will not be, subject to any sinking fund.

        Flex may, subject to compliance with applicable law, at any time purchase notes in the open market or otherwise.

Guarantees

        The obligations of Flex (including any obligation to repurchase the notes upon a change of control repurchase event) pursuant to the original notes are, and on the issue date of the exchange notes, such obligations of Flex pursuant to the exchange notes will be, guaranteed jointly and severally, fully and unconditionally (subject to the subsidiary guarantee termination provisions described below), and on an unsecured basis, by each subsidiary of Flex that guarantees indebtedness of Flex under, or is a borrower under, the Credit Facilities. On the issue date of the exchange notes, the guarantors of the exchange notes will each be a 100% owned subsidiary of Flex. As of the date of this prospectus, the guarantors of the notes are the following 100% owned subsidiaries of Flex: Flextronics America, LLC, Flextronics Industries Marketing (L) Ltd., Flextronics International Asia-Pacific Ltd, Flextronics

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International Europe B.V., Flextronics International Kft., Flextronics International Tecnologia Ltda., Flextronics International USA, Inc., Flextronics Logistics USA, Inc., Flextronics Marketing (L) Ltd., Flextronics Sales & Marketing (A-P) Ltd., Flextronics Sales and Marketing Consumer Digital Ltd., Flextronics Sales & Marketing North Asia (L) Ltd and Flextronics Telecom Systems Ltd. As set forth under "Certain Covenants—Additional Guarantees by Subsidiaries," subsidiaries that guarantee indebtedness of Flex under, or are borrowers under, the Credit Facilities in the future will also be required to guarantee the notes.

        Each subsidiary guarantee will be limited to the maximum amount that would not render the guarantor's obligation subject to avoidance under applicable fraudulent conveyance provisions of the United States Bankruptcy Code or any comparable provision of state or foreign law. By virtue of this limitation, a guarantor's obligation under its subsidiary guarantee could be significantly less than amounts payable with respect to the notes, or a guarantor may have effectively no obligation under its subsidiary guarantee. See "Risk Factors—Risks Related to the Notes—Insolvency laws and other limitations on the guarantees may adversely affect their validity and enforceability."

        The subsidiary guarantee of a guarantor will terminate upon:

        (1)   a sale or other disposition (including by way of consolidation or merger, spin-off or liquidation or dissolution) of the guarantor or the sale or disposition of all or substantially all the assets of the guarantor (other than to Flex or a subsidiary) otherwise permitted by the indenture;

        (2)   such guarantor ceasing to be a guarantor or a borrower under the Credit Facilities, if such subsidiary guarantee was (i) entered into on the issue date of the original notes and such guarantor was a guarantor or borrower under the Credit Facilities on the issue date of the original notes or (ii) required to be entered into after the issue date of the original notes as a result of such guarantor becoming a guarantor or borrower under the Credit Facilities after the issue date of the original notes;

        (3)   defeasance or discharge of the notes, as provided in "Discharge, Defeasance and Covenant Defeasance"; or

        (4)   if at any time the notes are rated investment grade by both rating agencies; provided that each rating agency confirms that the notes will continue to be rated investment grade after the subsidiary guarantees are terminated; and provided further that if at any time the notes cease to be rated investment grade by both rating agencies, each subsidiary that would have been required to guarantee the notes pursuant to the indenture shall promptly execute and deliver a supplemental indenture to the indenture guaranteeing the notes.

Ranking

        The original notes rank, and the exchange notes will rank, equally with all of our existing and future senior and unsecured indebtedness. As of June 26, 2015, we had $2.7 billion of total indebtedness, including the notes, substantially all of which was unsecured.

        A substantial portion of our operations are conducted through our subsidiaries. Certain of our existing and future subsidiaries will not be required to guarantee the notes. Claims of creditors of our non-guarantor subsidiaries, including trade creditors, and creditors holding debt and guarantees issued by those subsidiaries, and claims of preferred stockholders (if any) of those subsidiaries generally will have priority with respect to the assets and earnings of those subsidiaries over the claims of creditors of Flex, including holders of the notes. As of June 26, 2015, the total liabilities of our non-guarantor subsidiaries (including Flextronics Industries Marketing (L) Ltd., which did not become a guarantor of the notes until September 11, 2015), excluding intercompany debt but including trade payables, were approximately $4.3 billion.

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        The indenture does not limit the amount of indebtedness that we may incur. The indenture does limit the ability of our non-guarantor restricted subsidiaries to incur indebtedness and of any of our non-guarantor subsidiaries to guarantee our indebtedness under our Credit Facilities. See "—Certain Covenants—Restrictions on Funded Debt of Restricted Subsidiaries" and "—Certain Covenants—Additional Guarantees by Subsidiaries."

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, under the indenture will be paid without deduction or withholding for any and all present and future taxes, levies, imposts or other governmental charges ("taxes") whatsoever imposed, assessed, levied or collected by or on behalf of Singapore, including any political subdivision or taxing authority thereof, or the jurisdiction of incorporation or residence 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 shall at any time be required by Singapore or any other 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 outstanding on the date of the required payment 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, no additional amounts shall be paid to any holder or beneficial owner for or on account of any of the following:

        (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 has or had some connection with Singapore or any other jurisdiction, including that the holder or beneficial owner is or has been a domiciliary, national or resident of, engages or has been engaged in a trade or business, is or has been organized under, maintains or has maintained an office, a branch subject to taxation, or a permanent establishment, or is or has been physically present in Singapore or any other jurisdiction, or otherwise has or has had some connection with Singapore or any other jurisdiction, other than solely 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 any other jurisdiction of the holder or beneficial owner of the relevant note, if such compliance is required by a statute or regulation or administrative practice 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 any one or combination of clauses (1) through (4) above;

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

        (7)   any combination of the above.

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

Optional Redemption

        Flex may redeem the notes at its option at any time, either in whole or in part. Flex will, however, pay the interest installment due on any interest payment date that occurs on or before a redemption date to each holder of the notes to be redeemed as of the close of business on the record date immediately preceding that interest payment date.

        If Flex elects to redeem the notes, either in whole or in part, prior to March 15, 2025 (the date that is three months prior to the stated maturity date of the notes), it will pay a redemption price equal to the greater of the following amounts, plus, in each case, accrued and unpaid interest thereon to, but not including, the redemption date:

•

100% of the aggregate principal amount of the notes to be redeemed; or



•

the sum of the present values of the remaining scheduled payments on the notes to be redeemed, as defined below.

        If Flex elects to redeem the notes, either in whole or in part, on or after March 15, 2025 (the date that is three months prior to the stated maturity date of the notes), it will pay a redemption price equal to 100% of the aggregate principal amount of the notes to be redeemed, plus, in each case, accrued and unpaid interest thereon to, but not including, the redemption date.

        In determining the present values of the remaining scheduled payments, Flex will discount such payments to the redemption date on a semi- annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the treasury rate plus 0.375% (37.5 basis points).

        The following terms are relevant to the determination of the redemption price:

        "comparable treasury issue" means the United States Treasury security selected by an independent investment banker as having an actual or interpolated maturity comparable to the remaining term of the notes that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such notes.

        "comparable treasury price" means, with respect to any redemption date, (1) the arithmetic average of the reference treasury dealer quotations for such redemption date after excluding the highest and lowest reference treasury dealer quotations, or (2) if Flex obtains fewer than four reference treasury dealer quotations, the arithmetic average of all reference treasury dealer quotations for such redemption date.

        "independent investment banker" means an independent investment banking institution of national standing that is a primary U.S. Government securities dealer in New York City appointed by Flex.

        "reference treasury dealer" means any four primary U.S. Government securities dealers in New York City selected by Flex.

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        "reference treasury dealer quotations" means, with respect to each reference treasury dealer and any redemption date, the arithmetic average of the bid and asked prices for the comparable treasury issue (expressed in each case as a percentage of its principal amount) quoted in writing by such reference treasury dealer as of 3:30 p.m., New York City time, on the third business day preceding such redemption date.

        "remaining scheduled payments" means, with respect to any note to be redeemed, the remaining scheduled payments of the principal of and premium, if any, and interest thereon that would be due after the related redemption date but for such redemption; provided, however, that, if such redemption date is not an interest payment date with respect to such note, the amount of the next scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to such redemption date.

        "treasury rate" means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity (computed as of the third business day immediately preceding that redemption date) of the comparable treasury issue. In determining this rate, Flex will assume a price for the comparable treasury issue (expressed as a percentage of its principal amount) equal to the comparable treasury price for such redemption date.

        Notice of any redemption will be sent at least 30 days but not more than 60 days before the redemption date to each holder of the notes to be redeemed. If less than all of the notes are to be redeemed, the trustee will select the notes or portions thereof in authorized denominations to be redeemed by lot, pro rata or by any other method customarily authorized by the clearing systems (subject to DTC procedures). The trustee shall promptly notify Flex of the notes selected for redemption and, in the case of any partial redemption, the principal amount thereof to be redeemed; provided, however, that the principal amount of the notes so selected by the trustee for such partial redemption shall not exceed the amount which Flex has elected to redeem.

        Unless Flex defaults in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the notes, or portions thereof, called for redemption.

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 (or regulation or ruling promulgated thereunder), of Singapore, or any other jurisdiction, as defined under "—Payment of Additional Amounts," or of any political subdivision or taxing authority thereof, affecting taxation, or any 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 the issue date of the original notes 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 indenture; 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.

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Purchase of Notes Upon a Change of Control Repurchase Event

        If a change of control repurchase event occurs, unless Flex has exercised its right to redeem the notes as described above, Flex will be required to make an offer to each holder of notes to repurchase all or any part (in excess of $2,000 and in integral multiples of $1,000 in excess thereof, provided that no note in an unauthorized denomination may remain outstanding after such repurchase) of that holder's notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the notes repurchased plus any accrued and unpaid interest on the notes repurchased to, but not including, the date of repurchase. Within 30 days following any change of control repurchase event or, at the option of Flex, prior to any change of control, but after the public announcement of the change of control, Flex will send a notice to each holder, with a copy to the trustee, describing the transaction or transactions that constitute or may constitute the change of control repurchase event and offering to repurchase the notes on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is sent. The notice shall, if mailed prior to the date of consummation of the change of control, state that the offer to purchase is conditioned on a change of control repurchase event occurring on or prior to the payment date specified in the notice.

        Flex will comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations to the extent those laws and regulations are applicable in connection with the repurchase of the notes as a result of a change of control repurchase event. To the extent that the provisions of any securities laws or regulations conflict with the change of control repurchase event provisions of the notes, Flex will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the change of control repurchase event provisions of the notes by virtue of compliance with such securities laws or regulations.

        On the repurchase date following a change of control repurchase event, Flex will, to the extent lawful:

        (1)   accept for payment all the notes or portions of the notes properly tendered pursuant to its offer;

        (2)   deposit with the paying agent an amount equal to the aggregate purchase price in respect of all the notes or portions of the notes properly tendered (no interest or dividends will be paid on any such deposit); and

        (3)   deliver or cause to be delivered to the trustee the notes properly accepted, together with an officers' certificate stating the aggregate principal amount of notes being purchased by Flex.

        The paying agent will disburse to each holder of notes properly tendered the purchase price for the notes, and Flex shall execute, and the trustee will authenticate and deliver (or cause to be transferred by book-entry) to each holder, a new note equal in principal amount to any unpurchased portion of any notes surrendered.

        Flex will not be required to make an offer to repurchase the notes upon a change of control repurchase event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by Flex and such third party purchases all notes properly tendered and not withdrawn under its offer.

        The change of control repurchase event feature of the notes may in certain circumstances make more difficult or discourage a sale or takeover of Flex and, thus, the removal of incumbent management. The change of control repurchase event feature is a result of negotiations between Flex and the initial purchasers.

        Flex has no present intention to engage in a transaction involving a change of control, although it is possible that Flex could decide to do so in the future. Subject to the limitations discussed below, Flex could, in the future, enter into certain transactions, including acquisitions, refinancings or other

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recapitalizations, that would not constitute a change of control under the indenture, but that could increase the amount of indebtedness outstanding at such time or otherwise affect the capital structure of Flex or credit ratings of the notes. Restrictions on the ability of Flex and certain of its subsidiaries to incur liens, enter into sale and leaseback transactions, incur funded debt, guarantee indebtedness under the Credit Facilities, and consolidate, merge or sell assets are contained in the covenants as described under "—Certain Covenants—Limitation on Liens," "—Certain Covenants—Limitation on Sale and Leaseback Transactions," "—Certain Covenants—Restrictions on Funded Debt of Restricted Subsidiaries," "—Certain Covenants—Additional Guarantees by Subsidiaries" and "—Certain Covenants—Merger, Consolidation or Sale of Assets." Except for the limitations contained in such covenants and the covenant relating to repurchases upon the occurrence of a change of control repurchase event, the indenture does not contain any covenants or provisions that may afford holders of the notes protection in the event of a decline in the credit quality of Flex or a highly leveraged or similar transaction involving Flex.

        Flex may not have sufficient funds to repurchase all the notes upon a change of control repurchase event. In addition, even if it has sufficient funds, Flex may be prohibited from repurchasing the notes under the terms of other agreements relating to Flex's indebtedness at the time (although Flex currently does not have any agreements precluding such repurchase of the notes).

Further Issuances

        Flex may from time to time, without notice to, or the consent of, the holders of notes, create and issue additional notes having the same terms as, and ranking equally and ratably with, the notes in all respects (except for the issue date and, if applicable, the payment of interest accruing prior to the issue date of such additional notes and the first payment of interest following the issue date of such additional notes). Except as described under "—Modifications and Waivers," the notes and any additional notes, will, in each case, be consolidated and form a single series, and will have the same terms as to ranking, redemption, waivers, amendments or otherwise, and will vote together as one class on all matters. If any additional notes are not fungible with the notes for U.S. federal income tax purposes, they will have a separate CUSIP number.

Certain Covenants

        Except as set forth below, neither Flex nor any of its subsidiaries will be restricted by the indenture from:

•

incurring any indebtedness or other obligation;



•

paying dividends or making distributions on the capital stock of Flex or of such subsidiaries; or



•

purchasing or redeeming capital stock of Flex or such subsidiaries.

        In addition, Flex will not be required to maintain any financial ratios or specified levels of net worth or liquidity or to repurchase or redeem or otherwise modify the terms of any of the notes upon a change of control or other events involving Flex or any of its subsidiaries which may adversely affect the creditworthiness of the notes, except to the limited extent provided under "—Purchase of Notes Upon a Change of Control Repurchase Event." Among other things, the indenture does not contain covenants designed to afford holders of the notes any protections in the event of a highly leveraged or other transaction involving Flex that may adversely affect holders of the notes, except to the limited extent provided below and under "—Purchase of Notes Upon a Change of Control Repurchase Event."

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        The indenture contains the following principal covenants:

Limitation on Liens

        Flex will not, and will not permit any restricted subsidiary (as defined below) to create, incur or assume any lien (as defined below) on any property (including shares of capital stock or indebtedness) or assets, whether now owned or hereafter acquired, to secure indebtedness (as defined below) (including guarantees) of Flex, any restricted subsidiary, or any other person, including, without limitation, indebtedness under the Credit Facilities, without in any such case effectively providing concurrently with the creation, incurrence or assumption of such lien with respect to such indebtedness that the notes and the subsidiary guarantees (together with, if Flex so determines, any other indebtedness of Flex or such restricted subsidiary then existing or thereafter created which is not subordinate to the notes or the subsidiary guarantees) will be secured by any such lien equally and ratably with (or prior to) such secured indebtedness, so long as such secured indebtedness is so secured. In the case of the Credit Facilities, such obligation shall arise concurrently with the grant of any lien thereunder, whether or not any indebtedness will be outstanding under the Credit Facilities at such time. Any lien created for the benefit of the holders of the notes pursuant to this paragraph shall provide by its terms that such lien shall be automatically and unconditionally released and discharged upon the release and discharge of the lien that gave rise to the obligation to secure the notes and the subsidiary guarantees.

        Except in the case of any lien granted under the Credit Facilities, the foregoing restriction will not, however, apply to the following:

          (i)  liens on property or assets of Flex or any restricted subsidiary existing on the issue date of the original notes;

         (ii)  liens on property or assets of any person, as defined below, existing prior to the time such person becomes a restricted subsidiary or is, through one or a series of transactions, merged with or into or consolidated with Flex or a restricted subsidiary, or at the time of a sale, lease or other disposition of the properties of a person as an entirety or substantially as an entirety, through one or a series of transactions, to Flex or a restricted subsidiary, or arising thereafter pursuant to contractual commitments entered into prior to and not in contemplation of such person becoming a restricted subsidiary and not in contemplation of any such merger or consolidation or any such sale, lease or other disposition; provided that such liens shall not extend to any other property or assets of Flex or any other restricted subsidiary;

        (iii)  liens on property or assets of Flex or any restricted subsidiary existing at the time of acquisition thereof (including acquisition through merger or consolidation); provided that such liens were in existence prior to and were not created in contemplation of such acquisition and shall not extend to any other property or assets of Flex or any restricted subsidiary;

        (iv)  liens on property (including in the case of a plant or facility, the land on which it is erected and fixtures comprising a part thereof) or assets of Flex or any restricted subsidiary securing the payment of all or any part of the purchase price thereof, or the cost of development, operation, construction, alteration, repair or improvement of all or any part thereof, or securing any indebtedness created, incurred, assumed or guaranteed prior to, at the time of or within 180 days after, the acquisition of such property or assets and/or the completion of any such development, operation, construction, alteration, repair or improvement, whichever is later, for the purpose of financing all or any part of the purchase price and/or such cost ( provided , in the case of liens securing the payment of all or any part of the purchase price of any property or assets of Flex or any restricted subsidiary, as the case may be, or securing any indebtedness created, incurred, assumed or guaranteed for the purposes of financing all or any part of such purchase price, such liens are limited to the property or assets then being acquired and fixed improvements

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thereon and the capital stock of any person formed to acquire such property or assets, and, provided further , that in the case of liens securing the payment of all or any part of the cost of development, operation, construction, alteration, repair or improvement of any property of Flex or any restricted subsidiary, as the case may be, or securing any indebtedness created, incurred, assumed or guaranteed for the purpose of financing all or any part of such cost, such liens are limited to the assets or property then being developed, operated, constructed, altered, repaired or improved and the land on which such property is erected and fixtures comprising a part thereof and the capital stock of any person formed to own such property or assets);

         (v)  liens which secure indebtedness owing by (a) Flex to a restricted subsidiary or (b) any subsidiary to Flex or to a restricted subsidiary;

        (vi)  liens on the property of Flex or a restricted subsidiary in favor of the U.S. or any state thereof, or any department, agency, instrumentality or political subdivision of the U.S. or any state thereof, or in favor of any other country, or any department, agency, or instrumentality or political subdivision thereof, in each case (a) securing partial, progress, advance or other payments pursuant to any contract or statute, (b) securing indebtedness incurred to finance all or any part of the purchase price or cost of constructing, installing or improving the property, including liens to secure indebtedness of the pollution control or industrial revenue bond type, or (c) securing indebtedness issued or guaranteed by the U.S., any state, any foreign country or any department, agency, instrumentality or political subdivision of any such jurisdiction;

       (vii)  statutory or common law landlords', carriers', warehouseman's, mechanics', suppliers', materialmen's, repairmen's, or other like liens arising in the ordinary course of business and with respect to amounts not yet delinquent for a period of more than 60 days (taking into account applicable grace periods) or being contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and, in the latter case, for which a reserve or other appropriate provision, if any, as shall be required in conformity with U.S. GAAP (as defined below) shall have been made;

      (viii)  liens for taxes, assessments or governmental charges that are not yet delinquent for a period of more than 60 days (taking into account applicable grace periods) or are being contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and, in the latter case, for which adequate reserves or other appropriate provisions are being maintained, to the extent required by U.S. GAAP;

        (ix)  zoning restrictions, easements, rights of way or defects or irregularities in title and other similar charges or encumbrances on property not materially adversely affecting the use of such property by Flex or any restricted subsidiary and liens of a landlord, lessor or lessee under operating leases to which Flex or a restricted subsidiary is a party;

         (x)  customary deposit or reserve arrangements entered into in connection with acquisitions;

        (xi)  liens incurred in the ordinary course of business securing indebtedness under any interest rate agreement, currency agreement or other similar agreement designed to protect Flex or any of its restricted subsidiaries from fluctuations in interest rates, currencies or the price of commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value;

       (xii)  liens incurred (a) in connection with workers' compensation, unemployment insurance, pensions, social security or similar laws and other types of statutory obligations or the requirements of any official body, including for the obtaining of franchises or licenses useful in the operation of business, or (b) to secure the performance of surety obligations incurred in the ordinary course of business consistent with industry practice or customs, penalty or appeal bonds, or (c) to secure performance of bids, tenders, leases, construction, sales or servicing contracts and

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similar obligations incurred in the ordinary course of business, or (d) to secure obligations in respect of customs, duties, excise taxes, value-added taxes, rents, or goods or services (including utility services) provided to such person by governmental entities or suppliers, or other similar items which under U.S. GAAP constitute operating expense, or (e) to obtain or secure obligations with respect to letters of credit, guarantees, bonds or other sureties or assurances given in connection with the activities described in clauses (a), (b), (c), and (d) above, in the case of each of (a), (b), (c), (d) and (e) not incurred or made in connection with the borrowing of money;

      (xiii)  liens on receivables, leases, receivables assets or other financial assets incurred in connection with a permitted receivables transaction;

      (xiv)  judgment liens against Flex or any restricted subsidiary not giving rise to an event of default and liens created pursuant to attachment, garnishee orders or other process in connection with pre-judgment court proceedings;

       (xv)  liens securing indebtedness in an aggregate principal amount outstanding from time to time of no more than $250,000,000 arising in connection with (a) so-called "synthetic leases" or "tax retention operating leases," or (b) leases which are properly classified in accordance with U.S. GAAP as capitalized leases on the books of Flex or a restricted subsidiary;

      (xvi)  liens (x) arising in connection with the administration and operation of deposit accounts of Flex or any Flex subsidiaries operated and maintained outside of the U.S. in connection with cross-border or intracountry, multiple currency cash pooling arrangements, including overdraft facilities; provided , however that such liens shall not extend beyond the amounts on deposit therein, (y) arising out of cash management, netting or set-off arrangements made by banks or financial institutions and Flex or any Flex subsidiaries in the ordinary course of business, or over any asset held with a clearing house and (z) arising by operation of law or by agreement in favor of collecting or payor banks and other banks providing cash management services, in each case, having a right of set-off, revocation, refund or chargeback against money or instruments of Flex or any subsidiary of Flex on deposit with or in possession of such bank to secure the payment of bank fees and other amounts owing in the ordinary course of business;

     (xvii)  liens pursuant to supply or consignment contracts or otherwise for the receipt of goods and services, encumbering only the goods, inventory or equipment covered thereby, incurred in the ordinary course of business and not incurred or made in connection with the borrowing of money;

    (xviii)  liens securing contingent obligations in respect of acceptances, letters of credit, bank guarantees, surety bonds or similar extensions of credit incurred in the ordinary course of business and not incurred or made in connection with the borrowing of money;

      (xix)  any extension, renewal, substitution, refinancing or replacement (or successive extensions, renewals, substitutions, refinancings or replacements), in whole or in part, of any of the liens referred to in paragraphs (i) through (xviii) above or the indebtedness secured thereby;

       (xx)  the interest of a licensor under any license of intellectual property in the ordinary course of business;

      (xxi)  liens on assets pursuant to merger agreements, stock or asset purchase agreements and similar purchase agreements in respect of the disposition of such assets by Flex or any Flex subsidiary;

     (xxii)  call arrangements, rights of first refusal and similar rights and customary reciprocal easements and other rights of use relating to (w) investments in joint ventures, partnership and the like, (x) investments consisting of equity issued by suppliers and other venture capital or similar direct investments, (y) ownership of undivided interests in assets subject to a joint ownership or similar agreement or (z) assets acquired in original equipment manufacturing divestiture

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transactions or similar acquisitions and arising in favor of the original seller or transferor of such assets (or their respective affiliates) pursuant to or in connection with master services, manufacturing services or supply arrangements entered into in connection therewith; and

    (xxiii)  liens in favor of the noteholders pursuant to the indenture.

        Except in the case of any lien granted under the Credit Facilities (as to which no exceptions to the restrictions on liens and the obligation to equally and ratably secure the notes apply), the restriction on liens on property or assets of Flex or any restricted subsidiary contained above will also not apply to the creation, incurrence or assumption by Flex or any restricted subsidiary of a lien which would otherwise be subject to the foregoing restrictions if the aggregate principal amount of all indebtedness secured by liens on property or assets of Flex and of any restricted subsidiary then outstanding (not including any such indebtedness secured by liens permitted to be incurred pursuant to paragraphs (i) through (xxiii) above) plus attributable debt (as defined below) of Flex and its restricted subsidiaries in respect of sale and leaseback transactions, as defined in "—Limitation on Sale and Leaseback Transactions" below, that would otherwise be subject to the restrictions described below under "—Limitation on Sale and Leaseback Transactions" (not including any such sale and leaseback transaction permitted under paragraph (i) in "—Limitation on Sale and Leaseback Transactions" below in reliance on an exception set forth in paragraphs (i) through (xxiii) of this "Limitations on Liens" covenant) does not at the time such indebtedness is incurred exceed an amount equal to 15% of consolidated net tangible assets (as defined below). For the purposes of determining compliance with this covenant, in the event that a lien meets the criteria of more than one of the types of liens described above, Flex, in its sole discretion, will classify, and may reclassify, such lien and only be required to include the amount and type of such lien in one of the paragraphs (i) through (xxiii) above or the immediately preceding paragraph, and a lien may be divided and classified and reclassified into more than one of the types of liens described above.

        For the purposes of the "Limitation on Liens" covenant described above, the creation of a lien to secure a guaranty or to secure indebtedness which existed prior to the creation of such lien, will be deemed to involve indebtedness in an amount equal to the lesser of (x) the fair market value (as determined in good faith by Flex) of the asset subject to such lien and (y) the principal amount guaranteed or secured by such lien, but the amount of indebtedness secured by liens will be computed without cumulating the underlying indebtedness with any guarantee thereof or lien securing the same.

Limitation on Sale and Leaseback Transactions

        Flex will not, and will not permit any restricted subsidiary to, enter into any arrangement after the issue date of the original notes with any bank, insurance company or other lender or investor (other than Flex or another restricted subsidiary) providing for the leasing by Flex or any such restricted subsidiary for a period of more than three years (other than pursuant to so-called synthetic lease or tax retention operating lease transactions) of any property or assets which (x) at the time of such lease have been or are to be owned by Flex or a restricted subsidiary for more than 180 days and (y) have been or are to be sold or transferred by Flex or such restricted subsidiary to such lender or investor or to any person to whom funds have been or are to be advanced by such lender or investor on the security of such property or assets (a "sale and leaseback transaction"), unless either:

          (i)  Flex and its restricted subsidiaries would be entitled, pursuant to the provisions described in the "Limitation on Liens" covenant described above, to incur indebtedness secured by a lien on such property or assets in a principal amount equal to or exceeding the attributable debt in respect of such sale and leaseback transaction without equally and ratably securing the notes; or

         (ii)  Flex, within 180 days after the sale or transfer, applies or causes a restricted subsidiary to apply an amount equal to the greater of the net proceeds of such sale or transfer or the fair value of such property at the time of entering into such sale and leaseback transaction (as determined by

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any two of the following: the Chief Executive Officer, the President, the Chief Financial Officer, any Vice President, the Treasurer and the Controller of Flex) to the retirement of notes or other funded debt, as defined below, of Flex (other than funded debt subordinated to the notes) or funded debt of a restricted subsidiary; provided that the amount to be so applied shall be reduced by (a) the principal amount of the notes delivered within 180 days after such sale or transfer to the trustee for retirement and cancellation, and (b) the principal amount of any such funded debt of Flex or a restricted subsidiary, other than the notes, voluntarily retired by Flex or a restricted subsidiary within 180 days after such sale or transfer, excluding in the case of both (a) and (b), retirement pursuant to any mandatory prepayment or by payment at maturity.

Restrictions on Funded Debt of Restricted Subsidiaries

        Flex will not permit any restricted subsidiary that is not a guarantor (other than an ineligible subsidiary) to create, incur, issue, assume or guarantee any funded debt, unless such restricted subsidiary, within 60 business days thereof, guarantees the payment of principal of, premium, if any, and interest on, the notes on an unsecured basis. This restriction will not apply if:

          (i)  Flex or such restricted subsidiary could create indebtedness secured by liens in accordance with one or more of clauses (i) through (xxiii) of the "Limitation on Liens" covenant described above (whether or not such indebtedness is in fact secured by liens) or enter into a sale and leaseback transaction in accordance with the "Limitation on Sale and Leaseback Transactions" covenant described above in an amount equal to such funded debt, without equally and ratably securing the notes and the subsidiary guarantees;

         (ii)  such funded debt existed on the issue date of the original notes;

        (iii)  such funded debt is owed to Flex or any restricted subsidiary;

        (iv)  such funded debt existed at the time the person that created, incurred, issued, assumed or guaranteed such funded debt became a restricted subsidiary, or was, through one or a series of transactions, merged with or into or consolidated with such restricted subsidiary, or at the time of a sale, lease or other disposition, through one or a series of transactions, of the properties of such person as an entirety to such restricted subsidiary, or arising thereafter:

        (a)   other than in connection with the borrowing of money arranged thereafter and

        (b)   pursuant to contractual commitments entered into prior to and not in contemplation of such person becoming a restricted subsidiary and not in contemplation of any such merger or consolidation or any such sale, lease or other disposition;

         (v)  such funded debt is guaranteed by a governmental agency;

        (vi)  such funded debt is created, incurred, issued, assumed or guaranteed in connection with, or with a view to, compliance by such restricted subsidiary with the requirements of any program adopted by any federal, state or local governmental authority and applicable to such restricted subsidiary and providing financial or tax benefits to such restricted subsidiary which are not available directly to Flex;

       (vii)  such funded debt is created, incurred, issued, assumed or guaranteed to pay all or any part of the purchase price or the cost of development, operation, construction, alteration, repair or improvement of property, assets or equipment acquired or developed, operated, constructed, altered, repaired or improved by a restricted subsidiary, in each case plus related transactional fees, costs and expenses, provided such funded debt is incurred within 180 days after acquisition or the completion of any such development, operation, construction, alteration, repair or improvement of such property, assets or equipment, whichever is later, and, provided further , that the principal amount of such funded debt does not exceed 100% of the fair market value of the

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property or equipment acquired or developed, operated, constructed, altered, repaired or improved;

      (viii)  such funded debt is non-recourse; or

        (ix)  such funded debt is created, incurred, issued, assumed or guaranteed for the purpose of extending, renewing, substituting, replacing, refinancing or refunding funded debt permitted by the foregoing.

        Notwithstanding the foregoing, any non-guarantor restricted subsidiary may create, incur, issue, assume or guarantee funded debt which would otherwise be subject to the foregoing restrictions if on the date thereof and after giving effect thereto on a pro forma basis (including application of the net proceeds thereof), the Debt/EBITDA Ratio would not exceed 4.00:1.00.

        For the purposes of determining compliance with this covenant, in the event that an item of funded debt meets the criteria of more than one of the types of funded debt described above, Flex, in its sole discretion, will classify, and may reclassify, such funded debt and only be required to include the amount and type of such funded debt in one of the above clauses or the immediately preceding paragraph, and an item of funded debt may be divided and classified and reclassified into more than one of the types of funded debt described above.

Additional Guarantees by Subsidiaries

        If any non-guarantor subsidiary guarantees any indebtedness of Flex under, or becomes a borrower under, the Credit Facilities, such subsidiary shall within 60 business days thereof execute and deliver a supplemental indenture to the indenture providing for a subsidiary guarantee; provided that such subsidiary shall not be required to provide a subsidiary guarantee if it is an ineligible subsidiary.

Merger, Consolidation or Sale of Assets

        The indenture provides that Flex may not (i) consolidate, merge, combine or amalgamate with or into any other person or convey, transfer or lease its property and assets as an entirety or substantially as an entirety to any other person, or (ii) permit any other person to consolidate, merge, combine or amalgamate with or into Flex, unless:

        (a)   (1) in the case of a consolidation, merger, combination or amalgamation, Flex is the entity surviving such event, or (2) in the case that Flex consolidates, merges, combines with or into another or amalgamates with or into another person or conveys, transfers or leases its properties and assets as an entirety or substantially as an entirety to any person, such person will expressly assume, by supplemental indenture, the due and punctual payment of the principal of, any premium and interest on and any additional amounts with respect to all of the notes, and the performance of Flex's obligations under the registration rights agreement, the indenture, including, if any notes are then secured pursuant to the indenture, any collateral documents relating thereto, and the notes issued thereunder;

        (b)   immediately after giving effect to such transaction, including any indebtedness which becomes an obligation of Flex or a subsidiary of Flex at the time of such transaction, no event of default, and no event which after notice or lapse of time or both would become an event of default, will have happened and be continuing; and

        (c)   certain other conditions are met.

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Restrictions Upon Reincorporating, Merging or Consolidating into a Subject Country

        The indenture provides that Flex may not consolidate or merge with or into, whether or not Flex is 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 any jurisdiction other than the country of Singapore and the United States of America, or any state thereof or the District of Columbia (any such jurisdiction, 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 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 its 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 the successor corporation to redeem the notes as described above under "—Optional 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 signed by two executive officers of the successor corporation, and an opinion of counsel, 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.

Enforceability of Judgments

        A substantial portion of our assets is located outside the U.S. and, as described above under "Merger, Consolidation or Sale of Assets," Flex is permitted to merge into, consolidate with or transfer all or substantially all of its properties and assets to a person domiciled outside the U.S. (although Flex has no present intention of doing so), subject to the conditions described under such heading. Any judgment obtained in the U.S. against us or any successor person, including judgments with respect to payments on the notes, may not be collectible in the U.S. In addition, there is some doubt as to the enforceability in other countries, in original actions or in actions for enforcement of judgments of U.S. courts, of civil liabilities based solely on the federal securities laws of the U.S., and awards for

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punitive damages in actions brought in the U.S. or elsewhere may not be enforceable in certain jurisdictions.

SEC Reports

        At any time that Flex is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any notes are outstanding, Flex will furnish to the trustee and make available on its website copies of such annual and quarterly reports and such information, documents and other reports as are required under Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. corporation (and not a foreign private issuer) subject to such provisions, within 15 days after the filing with the SEC of such information, documents and reports under such provisions. Documents filed by us with the SEC via the EDGAR system (or any successor thereto) will be deemed to be filed with the trustee at the time such documents are filed via such system.

        For so long as any of the notes remain outstanding and constitute "restricted securities" under Rule 144, Flex will furnish to the holders of the notes and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Events of Default

        Each of the following is an "event of default" under the indenture with respect to the notes:

          (i)  default in the payment of any interest (including additional interest, if any) on the notes, or any additional amounts payable with respect thereto, when such interest becomes, or such additional amounts become, due and payable, and continuance of such default for a period of 30 days;

         (ii)  default in payment of principal or any premium with respect to the notes, or any additional amounts payable with respect thereto, when due upon maturity, redemption or otherwise;

        (iii)  default in the performance, or breach, of any covenant, warranty or agreement of Flex in the indenture (other than a covenant or warranty included therein solely for the benefit of one or more series of debt securities other than the notes), and the continuance of such default or breach for a period of 60 days after delivery of written notice to Flex by the trustee or to Flex and the trustee by the holders of not less than 25% in aggregate principal amount of the notes then outstanding specifying such default or breach and requiring it to be remedied and stating that such notice is a "notice of default" under the indenture;

        (iv)  there occurs with respect to any issue or issues of indebtedness (including any guarantee and any other series of debt securities) of Flex or any restricted subsidiary having an outstanding principal amount of $100,000,000 or more in the aggregate for all such issues of all such persons, whether such indebtedness exists on the date hereof or shall hereafter be created, (a) an event of default that has caused the holder thereof to declare such indebtedness to be due and payable prior to its stated maturity and such indebtedness shall not have been discharged in full or such acceleration shall not have been rescinded or annulled within 30 days of such acceleration and/or (b) the failure to make a principal payment at the final (but not any interim) fixed maturity and such defaulted payment shall not have been made, waived or extended within 30 days of such payment default;

         (v)  Flex or any of its restricted subsidiaries shall fail within 60 days to pay, bond or otherwise discharge uninsured judgments or court orders for the payment of money in excess of $100,000,000 in the aggregate, which are not stayed on appeal or are not otherwise being appropriately contested in good faith; or

        (vi)  certain events of bankruptcy, insolvency or reorganization of Flex or any of its restricted subsidiaries.

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        The indenture provides that the trustee may withhold notice to the holders of the notes of the occurrence of a default with respect to the notes (except a default in payment of principal, premium, if any, or interest, if any) if the trustee considers it in the interest of the holders to do so.

        The indenture provides that if an event of default with respect to the notes of the type described in clause (vi) with respect to Flex shall have occurred and be continuing, then the principal of, accrued and unpaid interest on and any additional amounts payable in respect of the notes will become immediately due and payable. The indenture provides that if any other event of default shall have occurred and be continuing, either the trustee or the holders of at least 25% in principal amount of the notes then outstanding may declare the principal amount of all the notes to be due and payable immediately, but upon certain conditions such declaration and its consequences may be rescinded and annulled by the holders of a majority in principal amount of the notes.

        Subject to the provisions of the Trust Indenture Act requiring the trustee, during an event of default under the indenture, to act with the requisite standard of care, the trustee is under no obligation to exercise any of its rights or powers under the indenture at the request or direction of any of the holders of the notes unless such holders have offered the trustee security or indemnity satisfactory to the trustee. Subject to the foregoing, holders of a majority in principal amount of the then outstanding notes shall have the right, subject to certain limitations, to direct the time, method and place of conducting any proceeding for any remedy available to the trustee under the indenture with respect to the notes. The indenture requires the annual filing with the trustee of a certificate by Flex as to whether or not it is in default under the terms of the indenture. Flex is also required to deliver to the trustee, within five calendar days after becoming aware thereof, written notice of any event of default in respect of the notes or any event which after notice or lapse of time would constitute an event of default, its status and what actions Flex intends to take in connection therewith.

        Notwithstanding any other provision of the indenture, the holders of the notes shall have the right, which is absolute and unconditional, to receive payment of the principal of and premium, if any, and interest, if any, on the notes on the respective due dates therefor (as the same may be extended in accordance with the terms of the notes) and to institute suit for enforcement of any such payment, and such right shall not be impaired without the consent of such holder.

Definitions

        The indenture contains the following defined terms:

        "attributable debt" means, as to any particular lease under which any person is at the time of determination liable for a term of more than 12 months, at any date as of which the amount thereof is to be determined, the total net amount of rent required to be paid by such person under such lease during the remaining term thereof (excluding any subsequent renewal or other extension options held by the lessee), discounted from the respective due dates thereof to such date at the interest rate inherent in such lease (such rate to be determined by any two of the following: the Chief Executive Officer, the President, the Chief Financial Officer, any Vice President, the Treasurer, Assistant Treasurer and the Controller of Flex), compounded annually. The net amount of rent required to be paid under any such lease for any such period should be the aggregate amount of the rent payable by the lessee with respect to such period after excluding amounts required to be paid on account of maintenance and repairs, services, insurance, taxes, assessments, water rates and similar charges and contingent rents (such as those based on sales). In the case of any lease which is terminable by the lessee upon the payment of a penalty, such net amount of rent should include the lesser of (i) the total discounted net amount of rent required to be paid from the later of the first date upon which such lease may be so terminated or the date of the determination of such amount of rent, as the case may be, and (ii) the amount of such penalty (in which event no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated).

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        "capital stock" means (i) with respect to any person organized as a corporation, any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interest in (however designated) corporate stock, and (ii) with respect to any person that is not organized as a corporation, the partnership, membership or other equity interests or participations in such person.

        "change of control" means the occurrence of any of the following:

        (1)   the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of Flex and its subsidiaries taken as a whole to any "person" (as that term is used in Section 13(d) and Section 14(d) of the Exchange Act) other than Flex or one of its subsidiaries;

        (2)   the adoption of a plan relating to Flex's liquidation or dissolution;

        (3)   the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any "person" or "group" (as those terms are used in Section 13(d)(3) of the Exchange Act), other than Flex or its subsidiaries, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the combined voting power of Flex's voting stock or other voting stock into which Flex's voting stock is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares;

        (4)   Flex consolidates with, or merges with or into, any person, or any person consolidates with, or merges with or into, Flex, in any such event pursuant to a transaction in which any of the voting stock of Flex or such other person is converted into or exchanged for cash, securities or other property, other than any such transaction where the shares of voting stock of Flex outstanding immediately prior to such transaction directly or indirectly constitute, or are converted into or exchanged for, a majority of the voting stock of the surviving person immediately after giving effect to such transaction; or

        (5)   the first day on which a majority of the members of the board of directors of Flex are not continuing directors.

        This "change of control" definition includes a disposition of all or substantially all of the property and assets of Flex and its subsidiaries taken as a whole to any person. Although there is a limited body of case law interpreting the phrase "substantially all," there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve a disposition of "all or substantially all" of the property or assets of a person. As a result, it may be unclear as to whether a change of control has occurred and whether a holder of the notes may require Flex to make an offer to repurchase the notes as described above.

        "change of control repurchase event" means the occurrence of both a change of control and a ratings event.

        "consolidated net tangible assets" means the total of all assets reflected on the most recent consolidated balance sheet of Flex and its consolidated subsidiaries filed by Flex pursuant to "—SEC Reports," prepared in accordance with generally accepted accounting principles, at their net book values (after deducting related depreciation, depletion, amortization and all other valuation reserves which, in accordance with such principles, should be set aside in connection with the business conducted), but excluding goodwill, unamortized debt discount and all other like intangible assets, all as determined in accordance with such principles, less the aggregate of the current liabilities of Flex and its consolidated subsidiaries reflected on such balance sheet, all as determined in accordance with such principles. For purposes of this definition, "current liabilities" include all indebtedness for money

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borrowed, incurred, issued, assumed or guaranteed by Flex and its consolidated subsidiaries, and other payables and accruals, in each case payable on demand or due within one year of the date of determination of consolidated net tangible assets, but shall exclude any portion of long-term debt maturing within one year of the date of such determination (which excluded amount includes, for the avoidance of doubt, the portion of such debt maturing during the last year thereof notwithstanding that such debt may then be characterized as short-term debt), all as reflected on such consolidated balance sheet of Flex and its consolidated subsidiaries, prepared in accordance with generally accepted accounting principles.

        "consolidated subsidiary" means, at any date, any subsidiary or other entity, the accounts of which would be consolidated with those of Flex in its consolidated financial statements if such statements were prepared as of such date.

        "continuing directors" means, as of any date of determination, any member of the board of directors of Flex who (1) was a member of such board of directors on the date of the issuance of the notes; or (2) was nominated for election or elected to such board of directors with the approval of a majority of the continuing directors who were members of such board of directors at the time of such nomination or election.

        "Credit Facilities" means, collectively, the Revolving/Term Loan A Facility and the Term Loan B Facility, and any amendment, extension, renewal, increase, decrease, substitution or replacement (other than the notes) of such facilities or any such substitution or replacement, provided however , that the term "Credit Facilities" shall not include any facility which substitutes or replaces the Term Loan B Facility so long as the aggregate principal amount of such substitution or replacement facility is not more than $200,000,000 at any one time outstanding, or any substitutions or replacements thereof.

        "currency agreement" means any currency exchange contract, foreign exchange contract, currency swap agreement, cross-currency rate swap agreement, currency options agreement or other similar agreement or arrangement.

        "Debt/EBITDA Ratio" means, with respect to Flex and its subsidiaries, as of any date of determination, the ratio, determined on a consolidated basis in accordance with generally accepted accounting principles, of:

        (a)   The total indebtedness of Flex and its subsidiaries on such date; provided , that in computing the foregoing sum, (i) there shall be excluded therefrom any indebtedness to the extent the proceeds thereof are (A) legally segregated from Flex or such subsidiaries' other assets and (B) only held in the form of cash or cash equivalents and (ii) there shall be included as a component of total indebtedness, without duplication and regardless of whether constituting indebtedness as defined herein, all securitization attributable indebtedness;

to

        (b)   EBITDA for the four fiscal quarter period ending on the most recently completed fiscal quarter for which financial statements are available.

        "EBITDA" means, with respect to Flex and its subsidiaries for any period, the sum, determined on a consolidated basis in accordance with generally accepted accounting principles, of the following:

        (a)   The net income or net loss of Flex and its subsidiaries for such period before provision for income taxes;

plus

        (b)   The sum (without duplication and to the extent deducted in calculating net income or loss in clause (a) above) of (i) all interest expense of Flex and its subsidiaries accruing during such period, (ii) all depreciation and amortization expenses of Flex and its subsidiaries accruing during

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such period and (iii) any other non-cash charges of Flex and its subsidiaries incurred in such period, including non-cash charges for stock options, performance shares or other equity-based compensation (it being understood and agreed that the term "non-cash charges" does not include charges which consist of, or require an accrual of or cash reserve for, anticipated cash charges in subsequent periods);

plus

        (c)   An amount, not to exceed $100,000,000 in any consecutive four-quarter period, equal to the sum (without duplication and to the extent deducted in calculating net income or loss in clause (a) above) of all one-time cash charges associated with (i) merger- or acquisition-related expenses (including legal fees, investment banking fees and other similar fees and expenses), in connection with any merger or acquisition entered into or consummated by Flex or any of its subsidiaries which is otherwise permitted under the indenture, (ii) restructuring costs incurred by Flex or any of its subsidiaries in connection with any restructuring entered into or consummated by Flex or any of its subsidiaries which is otherwise permitted under the indenture, and (iii) net losses from the early extinguishment of indebtedness; in each case paid in such period and calculated in accordance with generally accepted accounting principles; provided , however , that no one-time cash charges in connection with merger- or acquisition-related expenses shall be added to the calculation of EBITDA if Flex and its subsidiaries, in connection with any merger or acquisition to which such expenses relate, shall have adjusted EBITDA on a pro forma basis to give effect to such merger or acquisition as if such merger or acquisition had occurred as of the first day of such period as described in the next succeeding paragraph.

If Flex or any of its subsidiaries acquires (whether by purchase, merger, consolidation or otherwise) any person as a new subsidiary or all or substantially all of the assets or property of any person, during any period in respect of which EBITDA is to be determined, such EBITDA may, in the sole discretion of Flex, be determined on a pro forma basis as if such acquisition occurred as of the first day of such period.

        "funded debt" means indebtedness created, assumed or guaranteed by a person for money borrowed which matures by its terms, or is renewable by the borrower to a date, more than a year after the date of original creation, assumption or guarantee.

        "generally accepted accounting principles" or "U.S. GAAP" means generally accepted accounting principles which are in effect on the issue date of the original notes. At any time after the issue date of the original notes, Flex may elect to apply International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS") in lieu of U.S. GAAP and, upon any such election, references herein to U.S. GAAP or generally accepted accounting principles shall thereafter be construed to mean IFRS on the date of such election; provided that any such election, once made, shall be irrevocable; provided, further, that any calculation or determination in the indenture that requires the application of U.S. GAAP for periods that include fiscal quarters ended prior to Flex's election to apply IFRS shall remain as previously calculated or determined in accordance with U.S. GAAP.

        "guarantee" means any obligation, contingent or otherwise, of any person directly or indirectly guaranteeing any indebtedness of any other person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such person (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such indebtedness of such other person (whether arising by virtue of partnership arrangements, or by agreements to keep well, to purchase assets, goods, securities or services (unless such purchase arrangements are on arm's-length terms and are entered into in the ordinary course of business), to take-or-pay, or to maintain financial statement conditions or otherwise) or (ii) entered into for purposes of assuring in any other manner the obligee of such indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided that the term "guarantee" shall not include

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endorsements for collection or deposit in the ordinary course of business. The term "guarantee" used as a verb has a corresponding meaning.

        "guarantor" means (i) each subsidiary of Flex that guarantees the notes on the issue date of the original notes and (ii) each subsidiary that executes a supplemental indenture in the form attached to the indenture providing for the guarantee of the payment of the notes, in each case unless and until such guarantor is released from its subsidiary guarantee pursuant to the indenture.

        "indebtedness" means (a) any liability of Flex or any of its subsidiaries (1) for borrowed money, or under any reimbursement obligation relating to a drawn upon letter of credit or bank guaranty, or (2) evidenced by a bond, note, debenture or similar instrument (other than liabilities for the deferred purchase price of property evidenced by a bond, note, debenture or similar instrument to the extent (i) such liability has a regularly-scheduled maturity date that is less than one year, and (ii) solely for purposes of paragraph (iv) under "Events of Default" above, the non-payment of such liability is subject to a good faith dispute, including by virtue of a bona fide right of set-off), or (3) for payment obligations arising under any conditional sale or other title retention arrangement, purchase money obligation or deferred purchase price arrangement (excluding any purchase price adjustments, earn-out or similar arrangements) made in connection with the acquisition of any businesses, properties or assets of any kind (other than payment obligations consisting of accounts payable for property or the deferred purchase price of property to the extent (i) such payment obligation has a regularly-scheduled maturity date that is less than one year, and (ii) solely for purposes of paragraph (iv) under "Events of Default" above, the non-payment of such payment obligation is subject to a good faith dispute, including by virtue of a bona fide right of set-off), or (4) consisting of the discounted rental stream properly classified in accordance with generally accepted accounting principles on the balance sheet of Flex or any of its subsidiaries, as lessee, as a capitalized lease obligation, or (5) under currency agreements and interest rate agreements (but only the net liability thereunder, if any), to the extent not otherwise included in this definition (other than any currency agreements or interest rate agreements entered into in connection with a bona fide hedging operation that provides offsetting benefits to Flex or any of its subsidiaries); (b) any liability of others of a type described in the preceding clause (a) to the extent that Flex or any of its subsidiaries has guaranteed or is otherwise legally obligated in respect thereof; and (c) any amendment, supplement, modification, deferral, renewal, extension or refunding of any liability of the types referred to in clauses (a) and (b) above. "Indebtedness" shall not be construed to include (x) trade payables or credit on open account to trade creditors incurred in the ordinary course of business (including vendor finance programs), (y) obligations under supply or consignment contracts in the ordinary course of business or forward sales agreements for inventory, or (z) any liability arising from a permitted receivables transaction. Accrual of interest, accretion or amortization of original issue discount will not be deemed to be an incurrence of indebtedness for any purpose hereunder, including the covenant restricting funded debt of restricted subsidiaries.

        "ineligible subsidiary" means (a) any subsidiary of Flex that (i) as a result of acting as a subsidiary guarantor under the subsidiary guarantee, would incur or suffer, or would cause Flex or any domestic subsidiary of Flex to incur or suffer, (x) significant tax or similar liabilities or obligations or (y) an inclusion of income under Section 951(a)(1)(B) of the Internal Revenue Code of 1986 as amended (or similar non-U.S. tax law) that is reasonably and substantially likely to result in a significant adverse effect on Flex's consolidated financial accounts; (ii) as a result of acting as a subsidiary guarantor under the subsidiary guarantee, would incur or suffer, or would cause any non-U.S. subsidiary of Flex to incur or suffer, significant tax or similar liabilities or obligations; provided that at such time such subsidiary is not, and is not required to become, a guarantor under the Credit Facilities; or (iii) is a bankruptcy remote special purpose vehicle that exists solely to facilitate a permitted receivables transaction, and (b) Flex Electronics Technology (Suzhou) Co., Ltd., Flex Technology (Malaysia) Sdn. Bhd., Flex Technology (Penang) Sdn. Bhd., and Flex Manufacturing (Singapore) Pte Ltd; provided that such entity is a "controlled foreign corporation" under the Internal Revenue Code of 1986, as amended.

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        "interest expense" means, with respect to any person for any period, (i) the amount which would, in conformity with generally accepted accounting principles, be set forth opposite the caption "interest expense" or any like caption on a consolidated income statement of such person and its subsidiaries minus (ii) the amount of non-cash interest (including interest paid by the issuance of additional securities) included in such amount; provided that for any period during which there shall exist any securitization or similar program relating to permitted receivables transactions, "interest expense" shall be adjusted to include (without duplication) an amount equal to the interest (or other fees in the nature of interest or discount) accrued and paid or payable in cash for such period by the applicable special purpose entity to the financiers of such securitization or similar program.

        "interest rate agreement" means, for any person, any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement or other similar agreement or arrangement.

        "investment grade" means a rating of Baa3 or better by Moody's (or its equivalent under any successor rating categories of Moody's); a rating of BBB– or better by S&P (or its equivalent under any successor rating categories of S&P); and the equivalent investment grade credit rating from any additional rating agency or rating agencies selected by Flex.

        "lien" means, with respect to any asset, any pledge, mortgage, charge, encumbrance or security interest in respect of such asset; provided that any transaction (including, without limitation, any sale of accounts receivable) which is treated as a sale of assets under U.S. GAAP shall be so treated and any asset which is so sold shall not be deemed subject to a lien. Pursuant to the indenture, a contractual grant of a right of set-off (which may include a security interest granted in the same collateral) or a contractual lien on property in transit to or in the possession of the lienor, does not create a lien in the absence of an agreement to maintain a balance or deliver property against which such right may be exercised.

        "Moody's" means Moody's Investors Service Inc. and its successors.

        "permitted receivables transaction" means any transaction or series of transactions entered into by Flex or any of its restricted subsidiaries in order to monetize or otherwise finance receivables, leases, receivables assets or other financial assets (including, without limitation, financing contracts) or other transactions evidenced by receivables purchase agreements, receivables sales agreement, factoring agreements and other similar agreements pursuant to which receivables are sold at a discount (in each case whether now existing or arising in the future), and which may include a grant of a security interest in any such receivables, leases, receivables assets or other financial assets (whether now existing or arising in the future) of Flex or any of its restricted subsidiaries, and any assets related thereto, including all collateral securing such receivables, leases, receivables assets or other financial assets, all contracts and all guarantees or other obligations in respect thereof, proceeds thereof and other assets that are customarily transferred, or in respect of which security interests are customarily granted, in connection with asset securitization transactions or factoring transactions involving receivables, leases, receivables assets or other financial assets or other transactions evidenced by receivables purchase agreements, receivables sales agreement, factoring agreements and other similar agreements pursuant to which receivables are sold at a discount.

        "person" means any individual, corporation, partnership, joint venture, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

        "rating agency" means (1) each of Moody's and S&P; and (2) if either of Moody's or S&P ceases to rate the notes or fails to make a rating of the notes publicly available for reasons outside of the control of Flex, a "nationally recognized statistical rating organization" within the meaning of Section 3(a)(62) under the Exchange Act, selected by Flex (as certified by a resolution of the board of directors of Flex) as a replacement agency for Moody's or S&P, or both, as the case may be.

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        "rating category" means (i) with respect to S&P, any of the following categories: BBB, BB, B, CCC, CC, C and D (or equivalent successor categories); (ii) with respect to Moody's, any of the following categories: Baa, Ba, B, Caa, Ca, C and D (or equivalent successor categories); and (iii) the equivalent of any such category of S&P or Moody's used by another rating agency. In determining whether the rating of the notes has decreased by one or more gradations, gradations within rating categories (+ and – for S&P; 1, 2 and 3 for Moody's; or the equivalent gradations for another rating agency) shall be taken into account (e.g., with respect to S&P, a decline in a rating from BB+ to BB, as well as from BB– to B+, will constitute a decrease of one gradation).

        "rating date" means the date which is 90 days prior to the earlier of (i) a change of control or (ii) public notice of the occurrence of a change of control or of the intention by Flex to effect a change of control.

        "ratings event" means the occurrence of the events described in (a) or (b) below on, or within 60 days after the earlier of, (i) the occurrence of a change of control or (ii) public notice of the occurrence of a change of control or the intention by Flex to effect a change of control (which period shall be extended so long as the rating of the notes is under publicly announced consideration for a possible downgrade by any of the rating agencies):

        (a)   in the event the notes are rated by both rating agencies on the rating date as investment grade, the rating of the notes shall be reduced so that the notes are rated below investment grade by both rating agencies, or

        (b)   in the event the notes (1) are rated investment grade by one rating agency and below investment grade by the other rating agency on the rating date, the rating of the notes by either rating agency shall be decreased by one or more gradations (including gradations within rating categories, as well as between rating categories) so that the notes are then rated below investment grade by both rating agencies or (2) are rated below investment grade by both rating agencies on the rating date, the rating of the notes by either rating agency shall be decreased by one or more gradations (including gradations within rating categories, as well as between rating categories).

        "receivables assets" means accounts receivable, indebtedness and other obligations owed to or owned by Flex or any restricted subsidiary (whether now existing or arising or acquired in the future) arising in the ordinary course of business from the sale of goods or services (including any indebtedness or other obligation constituting an account, chattel paper, instrument or general intangible), together with all related security, collateral, collections, contracts, contract rights, guarantees or other obligations in respect thereof, all proceeds and supporting obligations and all other related assets which are of the type customarily transferred in connection with a sale, factoring, financing or securitization transaction involving accounts receivable.

        "restricted subsidiary" means, at any time, each and every subsidiary at least 80% (by number of votes) of the voting equity of which is legally and beneficially owned by Flex and its wholly owned restricted subsidiaries at such time.

        "Revolving/Term Loan A Facility" means the Credit Agreement, dated as of March 31, 2014, by and among Flex and certain of its subsidiaries as borrowers, Bank of America, N.A., as Administrative Agent and Swing Line Lender, and the other Lenders party thereto, as amended.

        "S&P" means Standard & Poor's Financial Services LLC, a subsidiary of The McGraw-Hill Companies, Inc., and its successors.

        "securitization attributable indebtedness" means the amount of obligations outstanding under the legal documents entered into as part of any permitted receivables transaction relating to accounts receivable originated by Flex or any of its subsidiaries on any date of determination that corresponds to the outstanding net investment (including loans) of, or cash purchase price paid by, the unaffiliated

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third party purchasers or financial institutions participating in such transaction and, as such, would be characterized as principal if such securitization were structured as a secured lending transaction rather than as a purchase (or, to the extent structured as a secured lending transaction, is principal). For the avoidance of doubt, "securitization attributable indebtedness" shall not include (a) obligations that correspond to a deferred purchase price or other consideration owing to Flex or any of its subsidiaries funded on a deferred basis from the proceeds of the collections on such receivables, a subordinated interest held by Flex or any of its subsidiaries or the reserve or over-collateralization established or maintained for the benefit of the unaffiliated third party purchasers or financial institutions participating in such transaction, and (b) obligations arising under uncommitted factoring arrangements and similar uncommitted sale transactions.

        "subsidiary of Flex" means any corporation, association or other business entity of which at the time of determination Flex or one or more Flex subsidiaries owns or controls more than 50% of the shares of voting equity.

        "surety obligations" means any bonds, including bid bonds, advance bonds, or performance bonds, letters of credits, warranties, and similar arrangements between Flex or any of its restricted subsidiaries and one or more surety providers, for the benefit of Flex's or any restricted subsidiary's suppliers, vendors, insurers, or customers including, in each case, any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, in each case as amended, modified, renewed, refunded, replaced, restated or refinanced from time to time, and in each case exclusive of obligations for the payment of borrowed money.

        "Term Loan B Facility" means the Term Loan Agreement, dated as of August 30, 2013, as amended, among Flex, as a Borrower, the subsidiary guarantors party thereto, Bank of Tokyo-Mitsubishi UFJ, LTD., as Administrative Agent, and the Lenders from time to time party thereto, as amended.

        "voting equity" means stock or equivalent equity interest that ordinarily has voting power for the election of directors, managers or trustees, whether at all times or only so long as no senior class of stock has such voting power by reason of any contingency.

        "voting stock" of any specified person as of any date means the capital stock of such person that is at the time entitled to vote generally in the election of the board of directors of such person.

        "wholly owned restricted subsidiary" means, at any time, any restricted subsidiary, 100% of all of the equity interests (except directors' qualifying shares) and voting interests of which are owned by Flex and/or any one or more of Flex's other wholly owned restricted subsidiaries at such time.

Discharge, Defeasance and Covenant Defeasance

        Upon the direction of Flex, the indenture shall cease to be of further effect (subject to the survival of certain provisions thereof, including Flex's obligation to pay additional amounts and certain rights of the trustee) when (i) either (a) all of the outstanding notes have been delivered to the trustee for cancellation (subject to certain exceptions) or (b) all of the notes have become due and payable or will become due and payable at their stated maturity within one year or are to be called for redemption within one year and Flex has deposited with the trustee, in trust, funds in U.S. dollars, in an amount sufficient to pay the entire indebtedness on the notes in respect of principal (and premium, if any) and interest to the date of such deposit (if the notes have become due and payable) or to the maturity of the notes, as the case may be, (ii) Flex has paid all other sums payable under the indenture with respect to the notes and (iii) certain other conditions are met. Flex will remain obligated, following such deposit, to pay additional amounts to the extent that the amount thereof exceeds the amount deposited in respect of such additional amounts as aforesaid.

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        The indenture provides that Flex may elect either to defease and be discharged from (i) any and all obligations with respect to the notes (except for, among other things, the obligation to pay additional amounts, if any, upon the occurrence of certain events of taxation, assessment or governmental charge with respect to payments on the notes to the extent that the amount thereof exceeds the amount deposited in respect of such additional amounts as provided below, and the obligations to register the transfer or exchange of the notes, to replace temporary or mutilated, destroyed, lost or stolen notes, to maintain an office or agency in respect of the notes, and to hold moneys for payment in trust) ("defeasance") or (ii) certain restrictive covenants, if any, in the indenture, and any omission to comply with such obligations shall not constitute a default or an event of default ("covenant defeasance"), in either case upon the irrevocable deposit with the trustee (or other qualifying trustee), in trust for such purpose, of an amount, in U.S. dollars, and/or government obligations, as defined below, which through the payment of principal and interest in accordance with their terms will provide money, in an amount sufficient to pay the principal of and any premium and any interest on (and, to the extent that (x) the notes provide for the payment of additional amounts and (y) the amount of any such additional amounts is at the time of deposit reasonably determinable by Flex (in the exercise of its sole discretion), any such additional amounts with respect to) the notes, and any mandatory payments thereon, on the scheduled due dates therefor or the applicable redemption date, as the case may be.

        Such a trust may only be established if, among other things, (i) the applicable defeasance or covenant defeasance does not result in a breach or violation of, or constitute a default under, the indenture or any other material agreement or instrument to which Flex is a party or by which it is bound, (ii) no event of default or event which with notice or lapse of time or both would become an event of default shall have occurred and be continuing on the date of establishment of such a trust and, with respect to defeasance only, at any time during the period ending on the 123rd day after such date and (iii) Flex has delivered to the trustee an opinion of counsel (as specified in the indenture) to the effect that the holders of the notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such defeasance or covenant defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance or covenant defeasance had not occurred, and such opinion of counsel, in the case of defeasance, must refer to and be based upon a letter ruling of the Internal Revenue Service received by Flex, a Revenue Ruling published by the Internal Revenue Service or a change in applicable U.S. federal income tax law occurring after the date of the indenture.

        "government obligations" means notes which are (i) direct obligations of the U.S. where the payment or payments thereunder are supported by the full faith and credit of the U.S. or (ii) obligations of a person controlled or supervised by and acting as an agency or instrumentality of the U.S. where the timely payment or payments thereunder are unconditionally guaranteed as a full faith and credit obligation by the U.S., and which, in the case of (i) or (ii), are not callable or redeemable at the option of the issuer or issuers thereof and shall also include a depository receipt issued by a bank or trust company as custodian with respect to any such government obligation or a specific payment of interest on or principal of or other amount with respect to any such government obligation held by such custodian for the account of the holder of a depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the government obligation or the specific payment of interest on or principal of or other amount with respect to the government obligation evidenced by such depository receipt.

Modifications and Waivers

        The indenture contains provisions permitting Flex and the trustee thereunder, with the consent of the holders of a majority in principal amount of the outstanding notes, to modify or amend any of the

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provisions of the indenture, provided that no such modification or amendment shall, without the consent of the holder of each outstanding note issued under the indenture so affected, among other things:

•

change the stated maturity of the principal of, or premium, if any, or any installment of interest, if any, on, or any additional amounts with respect to the notes or reduce the principal amount thereof or any redemption premium thereon or any additional amounts with respect to the notes;



•

adversely affect any right of repayment at the option of any holder, or change any place where, or the currency in which, the notes are payable;



•

affect the ranking, or with respect to collateral the priority or security, of the notes (other than as expressly permitted in the indenture), in a manner adverse to the holders of such securities;



•

impair the holder's right to institute suit to enforce the payment of such notes on or after the stated maturity thereof; or



•

reduce the aforesaid percentage in principal amount of notes, the consent of the holders of which is required for any such modification or amendment or the consent of whose holders is required for any waiver (of compliance with certain provisions of the indenture or certain defaults thereunder and their consequences) or reduce the requirements for a quorum or voting at a meeting of holders of such debt securities.

        The indenture also contains provisions permitting Flex and the trustee, without the consent of the holders of the notes, to modify or amend the indenture in order, among other things:

•

to add to the covenants of Flex in the indenture for the benefit of the holders of the notes or to surrender any right or power conferred upon Flex by the indenture;



•

to add to the events of default or the covenants of Flex for the benefit of the holders of notes;



•

to add or change any provisions of the indenture to facilitate the issuance of bearer securities, to change any restrictions on the payment of principal of, any premium of interest on or any additional amounts with respect to the notes;



•

to provide for the acceptance of appointment by a successor trustee, or to add to or change the provisions of the indenture to facilitate the administration of the trusts, where applicable;



•

to secure the notes;



•

to cure any ambiguity or correct or supplement any provision therein which may be inconsistent with other provisions therein, or to make any other provisions with respect to matters or questions arising under the indenture which shall not materially and adversely affect the interests of the holders of notes issued thereunder in any material respect; or



•

to conform any provision of the indenture to this "Description of Notes."

        The holders of a majority in aggregate principal amount of the outstanding notes may, on behalf of all holders of the notes, waive any past default under the indenture with respect to the notes and its consequences, except a default in the payment of the principal of, or premium, if any, or interest, if any, on, or any additional amounts with respect to the notes or in respect of a covenant or provision which cannot be modified or amended without the consent of each holder of outstanding notes.

Form, Denomination and Registration of Notes

        The exchange notes will be issued in registered form, without interest coupons, in minimum denominations of $2,000 in principal amount and in integral multiples of $1,000 in excess thereof.

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Regarding the Trustee

        U.S. Bank National Association is the trustee under the indenture governing the notes and has also been appointed by Flex to act as registrar, transfer agent and paying agent for the notes. U.S. Bank National Association is also serving as exchange agent in connection with the exchange offer. In addition, U.S. Bank National Association is the trustee under the indenture governing our 4.625% notes due February 2020 and our 5.000% notes due February 2023. In addition, we have entered, and from time to time may continue to enter, into banking or other relationships with U.S. Bank National Association or its affiliates, including the following: (i) an affiliate of U.S. Bank National Association acted as a co-manager in connection with the sale of the original notes, (ii) an affiliate of U.S. Bank National Association acted as a co-manager in connection with the sale of our 4.625% notes due February 2020 and our 5.000% notes due February 2023, (iii) U.S. Bank National Association (or its affiliates) is a lender under our Revolving/Term Loan A Facility and (iv) U.S. Bank National Association (or its affiliates) from time to time purchases accounts receivable from us pursuant to an uncommitted accounts receivable purchase facility. See "The Exchange Offer—Exchange Agent."

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DESCRIPTION OF OTHER INDEBTEDNESS

        References to "we," "us," "our" and "ours" in this section are only to Flextronics International Ltd. and not to any of its subsidiaries.

Term Loan due August 2018

        On August 30, 2013, we entered into a $600 million term loan agreement due August 30, 2018 (the "2018 Term Loan Facility") and used these proceeds to repay certain term loans in full that were outstanding at that time in the amount of $544.8 million. The remaining $55.2 million was used to repay part of the term loan due March 2019 and upfront bank fees. This loan is repayable in quarterly installments of $3.75 million, which commenced in December 2014 and continue through August 2018, with the remaining amount due at maturity.

        As of June 26, 2015, we had $592.5 million outstanding under the 2018 Term Loan Facility. Borrowings under the 2018 Term Loan Facility bear interest, at our option, either at (i) LIBOR plus the applicable margin for LIBOR loans ranging between 1.00% and 2.00%, based on our credit ratings or (ii) the base rate (the greatest of the U.S. prime rate, the federal funds rate plus 0.50% and LIBOR for a one-month interest period plus 1.00%) plus an applicable margin ranging between 0.00% and 1.00%, based on our credit rating.

        The 2018 Term Loan Facility is unsecured, and contains customary restrictions on our and our subsidiaries' ability to (i) incur certain debt, (ii) make certain investments, (iii) make certain acquisitions of other entities, (iv) incur liens, (v) dispose of assets, (vi) make non-cash distributions to shareholders, and (vii) engage in transactions with affiliates. These covenants are subject to a number of exceptions and limitations. The 2018 Term Loan Facility also requires that we maintain a maximum ratio of total indebtedness to earnings before interest expense, taxes, depreciation and amortization, and a minimum interest coverage ratio, as defined therein, during its term. As of June 26, 2015, we were in compliance with the covenants under the 2018 Term Loan Facility.

        Obligations under the 2018 Term Loan Facility are guaranteed by certain of our subsidiaries, each of whom will also initially be a guarantor of the exchange notes that will be issued in the exchange offer.

Term Loan due March 2019 and Revolving Line of Credit

        We and certain of our subsidiaries have a $2.0 billion credit facility (the "Term Loan and Revolving Credit Facility") consisting of a $1.5 billion revolving credit facility (the "Revolving Credit Facility") and a $500.0 million term loan (the "2019 Term Loan Facility"), which is due to expire in March 2019.

        On March 31, 2014, we borrowed an incremental amount of $63.4 million under the 2019 Term Loan Facility, thereby increasing the total amount outstanding under the 2019 Term Loan Facility to $500 million in conjunction with the extension of the maturity date to March 2019. Quarterly repayments of principal under the 2019 Term Loan Facility commenced on June 30, 2014 in the amount of $6.3 million up to March 31, 2016 and will increase to $9.4 million thereafter with the remainder due upon maturity.

        As of June 26, 2015, we had $475 million outstanding under the 2019 Term Loan Facility and no borrowings outstanding under the Revolving Credit Facility. Borrowings under the Term Loan and Revolving Credit Facility bear interest, at our option, either at (i) LIBOR plus the applicable margin for LIBOR loans ranging between 1.125% and 2.125%, based on our credit ratings or (ii) the base rate (the greatest of the agent's prime rate, the federal funds rate plus 0.50% and LIBOR for a one-month interest period plus 1.00%) plus an applicable margin ranging between 0.125% and 1.125%, based on our credit rating. We are required to pay a quarterly commitment fee ranging between 0.15% and 0.40% per annum on the daily unused amount of the Revolving Credit Facility based on our credit rating.

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        The Term Loan and Revolving Credit Facility is unsecured, and contains customary restrictions on our and our subsidiaries' ability to (i) incur certain debt, (ii) make certain investments, (iii) make certain acquisitions of other entities, (iv) incur liens, (v) dispose of assets, (vi) make non-cash distributions to shareholders, and (vii) engage in transactions with affiliates. These covenants are subject to a number of exceptions and limitations. The Term Loan and Revolving Credit Facility also requires that we maintain a maximum ratio of total indebtedness to EBITDA, and a minimum interest coverage ratio, as defined therein, during its term. As of June 26, 2015, we were in compliance with the covenants under this loan agreement.

        Obligations under the Term Loan and Revolving Credit Facility are guaranteed by certain of our subsidiaries, each of whom will also initially be a guarantor of the exchange notes that will be issued in the exchange offer.

4.625% Notes due 2020 and 5.000% Notes due 2023

        On February 20, 2013, we issued $500.0 million of 4.625% Notes due February 15, 2020 and $500.0 million of 5.000% Notes due February 15, 2023 in a private offering pursuant to Rule 144A and Regulation S under the Securities Act. We received net proceeds of approximately $990.6 million from the issuance and used those proceeds, together with $9.4 million of cash on hand, to repay $1.0 billion of outstanding borrowings under our previous term loan that was due October 2014. In July 2013, we exchanged these notes for new 4.625% Notes and 5.000% Notes with substantially similar terms and completed the registration of the new notes with the SEC.

        Interest on our 4.625% Notes and 5.000% Notes is payable semi-annually, which commenced on August 15, 2013. Our 4.625% Notes and 5.000% Notes are senior unsecured obligations of ours, rank equally with all of our other existing and future senior and unsecured debt obligations, and are guaranteed, jointly and severally, fully and unconditionally on an unsecured basis, by each of our 100% owned subsidiaries that guarantees indebtedness under, or is a borrower under, the 2018 Term Loan Facility or the Term Loan and Revolving Credit Facility.

        At any time prior to maturity, we may redeem some or all of our 4.625% Notes and 5.000% Notes at a redemption price equal to 100% of the principal amount of the notes redeemed, plus an applicable premium and accrued and unpaid interest, if any, to the applicable redemption date. Upon the occurrence of a change of control repurchase event (as defined in the indenture governing our 4.625% Notes and 5.000% Notes), we must offer to repurchase our 4.625% Notes and 5.000% Notes at a repurchase price equal to 101% of the principal amount of the notes repurchased, plus accrued and unpaid interest, if any, to the applicable repurchase date.

        The indenture governing our 4.625% Notes and 5.000% Notes contains covenants that, among other things, restrict our and certain of our subsidiaries' ability to create liens; enter into sale-leaseback transactions; create, incur, issue, assume or guarantee any funded debt; and consolidate or merge with, or convey, transfer or lease all or substantially all of our assets to, another person. These covenants are subject to a number of significant limitations and exceptions set forth in the indenture. The indenture also provides for customary events of default, including, but not limited to, cross defaults to certain specified other debt of us and our subsidiaries. In the case of an event of default arising from specified events of bankruptcy or insolvency, all of our outstanding 4.625% Notes and 5.000% Notes will become due and payable immediately without further action or notice. If any other event of default under the indenture occurs or is continuing, the applicable trustee or holders of at least 25% in aggregate principal amount of our then outstanding 4.625% Notes and 5.000% Notes may declare the principal amount of all of the notes of such series to be due and payable immediately. As of June 26, 2015, we were in compliance with the covenants in the indenture governing our 4.625% Notes and 5.000% Notes.

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Other Credit Lines

        As of June 26, 2015, we and certain of our subsidiaries had various uncommitted revolving credit facilities, lines of credit and other loans in the amount of $168.2 million in the aggregate. There were no borrowings outstanding under these facilities as of June 26, 2015. These unsecured credit facilities, and lines of credit and other loans bear annual interest at the respective country's inter-bank offering rate, plus an applicable margin, and generally have maturities that expire on various dates in future fiscal years.

Trade Receivables Programs

        Certain of our subsidiaries sell trade receivables under two asset-backed securitization programs and an accounts receivable factoring program.

Asset-Backed Securitization Programs

        Certain of our subsidiaries continuously sell designated pools of trade receivables under our and our subsidiaries' Global Asset-Backed Securitization Agreement (the "Global Program") and North American Asset-Backed Securitization Agreement (the "North American Program," collectively, the "ABS Programs") to affiliated special purpose entities, each of which in turn sells 100% of the receivables to unaffiliated financial institutions. These programs allow the operating subsidiaries to receive a cash payment and a deferred purchase price receivable for sold receivables. Following the transfer of the receivables to the special purpose entities, the transferred receivables are isolated from us and our affiliates, and upon the sale of the receivables from the special purpose entities to the unaffiliated financial institutions effective control of the transferred receivables is passed to the unaffiliated financial institutions, which has the right to pledge or sell the receivables. Although we consolidated the special purpose entities, they are separate corporate entities and their assets are available first to satisfy the claims of their creditors. The investment limits set by the financial institutions are $650.0 million for the Global Program and $225.0 million for the North American Program. Both programs require a minimum level of deferred purchase price receivable to be retained by us and our subsidiaries in connection with the sales.

        As of June 26, 2015, approximately $1.4 billion of accounts receivable had been sold to the special purpose entities under the ABS Programs for which we and our subsidiaries had received net cash proceeds of approximately $866.4 million and deferred purchase price receivables of approximately $516.3 million. The portion of the purchase price for the receivables which is not paid by the unaffiliated financial institutions in cash is a deferred purchase price receivable, which is paid to the special purpose entity as payments on the receivables are collected from account debtors. The deferred purchase price receivable represents a beneficial interest in the transferred financial assets and is recognized at fair value as part of the sale transaction. The deferred purchase price receivables are included in other current assets as of June 26, 2015, and were carried at the expected recovery amount of the related receivables. For the fiscal year ended March 31, 2015, cash flows from sales of receivables under the ABS Programs consisted of approximately $4.3 billion for transfers of receivables (of which approximately $0.3 billion represented new transfers and the remainder proceeds from collections reinvested in revolving period transfers). For the three-month period ended June 26, 2015, cash flows from sales of receivables under the ABS Programs consisted of approximately $1.1 billion for transfers of receivables (of which approximately $162.7 million represented new transfers and the remainder proceeds from collections reinvested in revolving-period transfers).

        We service, administer and collect the receivables on behalf of the special purpose entities and receive a servicing fee of 0.1% to 0.5% of serviced receivables per annum. Servicing fees recognized during the fiscal year ended March 31, 2015 were not material and are included in interest and other, net within the consolidated statements of operations. As we estimate the fee we receive in return for

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our obligation to service these receivables is at fair value, no servicing assets or liabilities are recognized.

Trade Accounts Receivable Sale Programs

        Certain of our subsidiaries also sell accounts receivables to certain third party banking institutions. The outstanding balance of receivables sold and not yet collected was approximately $368.0 million as of June 26, 2015. For the year ended March 31, 2015, total accounts receivable sold to certain third party banking institutions was approximately $4.2 billion. For the three-month period ended June 26, 2015, total accounts receivable sold to certain third party banking institutions was approximately $0.6 billion. The receivables that were sold were removed from the condensed consolidated balance sheets and the cash received is reflected as cash provided by operating activities in the condensed consolidated statements of cash flows.

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BOOK-ENTRY, DELIVERY AND FORM

The Global Notes

        Initially, the exchange notes will be represented by one or more registered notes in global form, without interest coupons (collectively, the "Global Notes"). The Global Notes will be deposited on the issue date of the exchange notes with, or on behalf of, DTC and registered in the name of Cede & Co., as nominee of DTC, or will remain with the trustee as custodian for DTC.

        Except as set forth below, the Global Notes may be transferred, in whole and not in part, solely to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the Global Notes may not be exchanged for notes in physical, certificated form ("Certificated Notes") except in the limited circumstances described below.

        All interests in the Global Notes, including those held through Euroclear Bank, S.A./N.V. ("Euroclear") or Clearstream Banking, société anonyme , Luxembourg ("Clearstream"), may be subject to the procedures and requirements of DTC. Those interests held through Euroclear or Clearstream may also be subject to the procedures and requirements of such systems.

Certain Book-Entry Procedures for the Global Notes

        The descriptions of the operations and procedures of DTC, Euroclear and Clearstream set forth below 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 change by them from time to time. We do not take any responsibility for these operations or procedures, and investors are urged to contact the relevant system or its participants directly to discuss these matters.

        DTC has advised us that it is:

•

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



•

a "banking organization" within the meaning of the New York Banking Law;



•

a member of the Federal Reserve System;



•

a "clearing corporation" within the meaning of the New York Uniform Commercial Code, as amended; and



•

a "clearing agency" registered under Section 17A of the Exchange Act.

        DTC holds securities for its participants (collectively, the "Participants") and facilitates the clearance and settlement of securities transactions between Participants through electronic book-entry changes to the accounts of its Participants, thereby eliminating the need for physical transfer and delivery of certificates. DTC's Participants include securities brokers and dealers, banks and trust companies, clearing corporations and certain other organizations. Indirect access to DTC's system is also available to other entities such as banks, brokers, dealers and trust companies (collectively, the "Indirect Participants") that clear through or maintain a custodial relationship with a Participant, either directly or indirectly. Investors who are not Participants may beneficially own securities held by or on behalf of DTC only through Participants or Indirect Participants.

        We expect that pursuant to procedures established by DTC (1) upon deposit of each Global Note, DTC will credit the accounts of Participants with an interest in the Global Note and (2) ownership of the notes will be shown on, and the transfer of ownership thereof will be effected only through, records maintained by DTC (with respect to the interests of Participants) and the records of Participants and the Indirect Participants (with respect to the interests of persons other than Participants).

        The laws of some jurisdictions may require that certain purchasers of securities take physical delivery of such securities in definitive form. Accordingly, the ability to transfer interests in the notes

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represented by a Global Note to such persons may be limited. In addition, because DTC can act only on behalf of its Participants, who in turn act on behalf of persons who hold interests through Participants, the ability of a person having an interest in notes represented by a Global Note to pledge or transfer such interest to persons or entities that do not participate in DTC's system, or to otherwise take actions in respect of such interest, may be affected by the lack of a physical definitive security in respect of such interest.

        So long as DTC or its nominee is the registered owner of a Global Note, DTC or such nominee, as the case may be, will be considered the sole owner or holder of the notes represented by the Global Notes for all purposes under the indenture. Except as provided below, owners of beneficial interests in a Global Note will not be entitled to have notes represented by such Global Note registered in their names, will not receive or be entitled to receive physical delivery of Certificated Notes, and will not be considered the owners or holders thereof under the indenture for any purpose, including with respect to the giving of any direction, instruction or approval to the trustee thereunder. Accordingly, each holder owning a beneficial interest in a Global Note must rely on the procedures of DTC and, if such holder is not a Participant or an Indirect Participant, on the procedures of the Participant through which such holder owns its interest, to exercise any rights of a holder of notes under the indenture or such Global Notes. We understand that under existing industry practice, in the event that we request any action of holders of notes, or a holder that is an owner of a beneficial interest in a Global Note desires to take any action that DTC, as the holder of such Global Note, is entitled to take, DTC would authorize the Participants to take such action and the Participants would authorize holders owning through such Participants to take such action or would otherwise act upon the instruction of such holders. Neither we nor the trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of notes by DTC, or for maintaining, supervising or reviewing any records of DTC relating to such notes.

        Payments with respect to the principal of, and premium, if any, and interest on, any notes represented by a Global Note registered in the name of DTC or its nominee on the applicable record date will be payable by the trustee to or at the direction of DTC or its nominee in its capacity as the registered holder of the Global Notes representing such notes under the indenture. Under the terms of the indenture, we and the trustees may treat the persons in whose names the notes, including the Global Notes, are registered as the owners thereof for the purpose of receiving payment thereon and for any and all other purposes whatsoever. Accordingly, neither we nor the trustee has or will have any responsibility or liability for the payment of such amounts to owners of beneficial interests in a Global Note (including principal, premium, if any, and interest). Payments by the Participants and the Indirect Participants to the owners of beneficial interests in a Global Note will be governed by standing instructions and customary industry practice and will be the responsibility of the Participants or the Indirect Participants and DTC.

        Transfers between Participants in DTC will be effected in accordance with DTC's procedures, and will be settled in same-day funds. Transfers between participants in Euroclear or Clearstream will be effected in the ordinary way in accordance with their respective rules and operating procedures.

        Cross-market transfers between the Participants in DTC, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected through DTC in accordance with DTC's rules on behalf of Euroclear or Clearstream, as the case may be, by its respective depositary; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparts in such system in accordance with the rules and procedures and within the established deadlines (Brussels time) of such system. Euroclear or Clearstream, 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 Notes in DTC, and making or receiving payment in accordance with normal

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procedures for same-day funds settlement applicable to DTC. Euroclear participants and Clearstream participants may not deliver instructions directly to the depositories for Euroclear or Clearstream.

        Because of time zone differences, the securities account of a Euroclear or Clearstream 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 participant, during the securities settlement processing day (which must be a business day for Euroclear and Clearstream) immediately following the settlement date of DTC. Cash received in Euroclear or Clearstream as a result of sales of interests in the Global Notes by or through a Euroclear or Clearstream 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 cash account only as of the business day for Euroclear or Clearstream following DTC's settlement date.

        Although DTC, Euroclear and Clearstream have agreed to the foregoing procedures to facilitate transfers of interests in the Global Notes among participants in DTC, Euroclear and Clearstream, they are under no obligation to perform or to continue to perform such procedures, and such procedures may be discontinued at any time. Neither we nor the trustee will have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

Certificated Notes

        If:

•

we notify the trustee in writing that DTC is no longer willing or able to act as a depositary for the Global Notes or DTC ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed within 90 days of such notice or cessation; or



•

an event of default has occurred and is continuing and the registrar has received a request from DTC or a beneficial owner in a Global Note to issue Certificated Notes,

then, upon surrender by DTC of the Global Notes, Certificated Notes will be issued to each person that DTC identifies as the beneficial owner of the notes represented by the Global Notes. Upon any such issuance, the trustee is required to register such Certificated Notes in the name of such person or persons (or the nominee of any thereof) and cause the same to be delivered thereto.

        Neither we nor the trustee shall be liable for any delay by DTC or any Participant or Indirect Participant in identifying the beneficial owners of the related notes and each such person may conclusively rely on, and shall be protected in relying on, instructions from DTC for all purposes (including with respect to the registration and delivery, and the respective principal amounts, of the exchange notes to be issued).

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