FLEX LTD. (Form: 8-K, Received: 06/06/2019 16:37:45)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 6 , 2019

FLEX LTD.

(Exact Name of Registrant as Specified in Its Charter)

Singapore		0-23354		Not Applicable
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2 Changi South Lane, Singapore
(Address of principal executive offices)

486123
(Zip Code)

Registrant’s telephone number, including area code: (65) 6876-9899

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Ordinary Shares, No Par Value		FLEX		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 1.01 Entry into a Material Definitive Agreement.

On June 6, 2019, Flex Ltd. (the “Company”) completed its previously announced offering of $450 million aggregate principal amount of the Company’s 4.875% Notes due 2029 (the “Notes”) in a registered public offering pursuant to the Company’s shelf registration statement on Form S-3, filed with the Securities and Exchange Commission (the “Commission”) on January 30, 2018 (Registration No. 333-222773). A prospectus supplement relating to the offering and sale of the Notes was filed with the Commission on June 3, 2019.

The Notes were issued under an Indenture, dated as of June 6, 2019 (the “Base Indenture”) between the Company and U.S. Bank National Association, as trustee (the “Trustee”) as supplemented by the First Supplemental Indenture, dated as of June 6, 2019 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) between the Company and the Trustee.

Interest on the Notes is payable on June 15 and December 15 of each year, beginning on December 15, 2019. The Notes will mature on June 15, 2029. The Company may, at its option, redeem some or all of the Notes at any time by paying the applicable redemption prices set forth in the Indenture. In addition, holders of the Notes may require the Company to repurchase the Notes upon the occurrence of a change of control repurchase event (as defined in the Indenture), unless the Company has previously exercised its right to redeem the Notes as described above. The Notes are senior unsecured obligations of the Company and rank equally with all of the Company’s other existing and future senior and unsecured indebtedness. The Indenture contains certain limited covenants restricting the Company’s ability to incur certain liens, enter into certain sale and leaseback transactions and merge or consolidate with any other entity or convey, transfer or lease all or substantially all of the Company’s properties and assets to another person, which, in each case, is subject to a number of significant limitations and exceptions. The Indenture contains certain other covenants, events of default and other customary provisions.

From time to time in the ordinary course of business, affiliates of the Trustee have engaged in and may in the future engage in commercial banking, investment banking and other commercial transactions and services with the Company and its subsidiaries for which they have received or will receive customary fees and commissions. For example, an affiliate of the Trustee is a lender under one of the Company’s term loans and the Company’s revolving credit facility, an affiliate of the Trustee is one of the underwriters for the offering and sale of the Notes, and the Trustee is the trustee under the indentures governing the Company’s 4.625% Notes due 2020, 5.000% Notes due 2023 and 4.750% Notes due 2025.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the complete terms of the Base Indenture and the First Supplemental Indenture which are filed as Exhibits 4.1 and 4.2 to this Current Report on Form 8-K, and the Notes, the form of which is filed as Exhibit 4.3 to this Current Report on Form 8-K, each of which is incorporated herein by reference.

Item 8.01 Other Events.

Underwriting Agreement for Offer and Sale of the Notes

On May 30, 2019, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and BNP Paribas Securities Corp., as representatives of the several underwriters listed on Schedule 1 thereto (collectively, the “Underwriters”), pursuant to which the Company agreed to sell and the Underwriters agreed to purchase, subject to and upon terms and conditions set forth therein, the Notes. The Underwriting Agreement includes customary representations, warranties and covenants by the Company. It also provides for customary indemnification by each of the Company and the respective Underwriters against certain liabilities arising out of or in connection with sale of the Notes and for customary contribution provisions in respect of those liabilities. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the complete terms of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Pricing of Cash Tender Offer

On June 5, 2019, the Company issued a press release announcing the pricing terms of its previously announced cash tender offer (the “Tender Offer”) for any and all of its outstanding 4.625% Notes due 2020 (the “2020 Notes”). The June 5, 2019 press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Expiration and Results of Cash Tender Offer

On June 6, 2019, the Company issued a press release announcing the expiration and results of the Tender Offer. The Company also announced that it plans to redeem any and all of the 2020 Notes not purchased in the Tender Offer at the make-whole redemption price provided in the indenture governing the 2020 Notes, with a redemption date not later than September 30, 2019. The June 6, 2019 press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9. 01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

1.1		Underwriting Agreement, dated as of May 30, 2019, by and among the Company and J.P. Morgan Securities LLC, Citigroup Global Markets Inc., and BNP Paribas Securities Corp., as representatives of the several underwriters listed therein

4.1		Indenture, dated as of June 6, 2019, by and between the Company and U.S. Bank National Association, as trustee

4.2		First Supplemental Indenture, dated as of June 6, 2019, by and between the Company and U.S. Bank National Association, as trustee

4.3		Form of 4.875% Global Note due 2029 (included in Exhibit 4.2)

5.1		Opinion of Allen & Gledhill LLP

5.2		Opinion of Curtis, Mallet-Prevost, Colt & Mosle LLP

23.1		Consent of Allen & Gledhill LLP (included in Exhibit 5.1)

23.2		Consent of Curtis, Mallet-Prevost, Colt & Mosle LLP (included in Exhibit 5.2)

99.1		Press release, dated June 5, 2019, issued by Flex Ltd.

99.2		Press release, dated June 6, 2019, issued by Flex Ltd.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		FLEX LTD.


Date: June 6, 2019	By:	/s/ Christopher Collier
		Name:	Christopher Collier
		Title:	Chief Financial Officer

EXHIBIT 1.1

Flex Ltd.

$450,000,000 4.875% Notes due 2029

Underwriting Agreement

May 30, 2019

J.P. Morgan Securities LLC
Citigroup Global Markets Inc.
BNP Paribas Securities Corp.

As Representatives of the
several Underwriters listed in Schedule 1 hereto

c/o J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179

c/o Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013

c/o BNP Paribas Securities Corp.
787 Seventh Avenue, 7th Floor
New York, New York 10019

Ladies and Gentlemen:

Flex Ltd., a Singapore incorporated public company limited by shares and having company registration no. 199002645H, acting (subject to Section 16(m) hereof) through its Bermuda branch having a principal place of business from which it conducts operations in accordance with its permit located at 16 Par-la-Ville Road, Hamilton HM08 Bermuda (the “ Company ”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “ Underwriters ”), for whom you are acting as representatives (the “ Representatives ”), $450,000,000 principal amount of its 4.875% Notes due 2029 (the “ Securities ”). The Securities will be issued pursuant to an Indenture to be dated as of June 6, 2019 (the “ Base Indenture ”) between the Company and U.S. Bank National Association, as trustee (the “ Trustee ”), as amended by a First Supplemental Indenture to be dated as of the Closing Date (as defined below) (the “ Supplemental Indenture ” and together with the Base Indenture, the “ Indenture ”).

The Company hereby confirms its agreement with the several Underwriters concerning the purchase and sale of the Securities, as follows:

1. Registration Statement . The Company has prepared and filed with the Securities and Exchange Commission (the “ Commission ”) under the Securities Act of 1933, as amended,

and the rules and regulations of the Commission thereunder (collectively, the “ Securities Act ”), a registration statement on Form S-3 (File No. 333-222773), including a prospectus relating to securities (the “ Shelf Securities ”), including the Securities, to be issued from time to time by the Company. Such registration statement, as amended at the date of this Agreement, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness, is referred to herein as the “ Registration Statement ” and the related prospectus covering the Shelf Securities dated January 29, 2018 in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with the confirmation of sales of the Securities is referred to herein as the “ Basic Prospectus .” The Basic Prospectus, as supplemented by the prospectus supplement specifically relating to the Securities in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Securities is hereinafter referred to as the “ Prospectus ” and the term “ Preliminary Prospectus ” means any preliminary form of the Prospectus. Any reference in this agreement (this “ Agreement ”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “ amend ”, “ amendment ” or “ supplement ” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “ Exchange Act ”) that are deemed to be incorporated by reference therein. This Agreement, the Securities and the Indenture are hereinafter referred to, collectively, as the “ Transaction Documents .” Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus.

At or prior to 3:00 p.m. New York City time on May 30, 2019, the time when sales of the Securities were first made (the “ Time of Sale ”), the Company had prepared the following information (collectively, the “ Time of Sale Information ”): a Preliminary Prospectus dated May 30, 2019, and each “ free-writing prospectus ” (as defined pursuant to Rule 405 under the Securities Act) listed on Annex A hereto.

2. Purchase and Sale of the Securities .

(a) On the basis of the representations, warranties and agreements set forth herein, and subject to the conditions set forth herein, the Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 98.957% of the principal amount of the Securities, plus accrued interest, if any, from June 6, 2019 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.

(b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.

(c) Payment for and delivery of the Securities will be made at the offices of Davis Polk & Wardwell LLP, 1600 El Camino Real, Menlo Park, California 94025 at 10:00 A.M., New York City time, on June 6, 2019, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “ Closing Date ”.

(d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“ DTC ”), for the respective accounts of the several Underwriters, of one or more global notes representing the Securities (collectively, the “ Global Notes ”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Notes will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.

(e) The Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Representatives or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, and shall not be on behalf of the Company, as the case may be, or any other person.

3. Representations and Warranties of the Company . The Company represents and warrants to each Underwriter that:

(a) Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus, at the time of filing thereof, complied in all material respects with the Securities Act and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes

no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by or on behalf of such Underwriter through the Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 7(b) hereof.

(b) Time of Sale Information. The Time of Sale Information, as of the Time of Sale does not, and as of the Closing Date will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation or warranty with respect to any statements in or omissions from the Time of Sale Information based upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 7(b) hereof. No statement of material fact included in the Prospectus has been omitted from the Time of Sale Information and no statement of material fact included in the Time of Sale Information that is required to be included in the Prospectus has been omitted therefrom.

(c) Issuer Free Writing Prospectus. The Company (including its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “ written communication ” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in clauses (i) (ii) and (iii) below) an “ Issuer Free Writing Prospectus ”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex A hereto, including a Pricing Term Sheet substantially in the form of Annex B hereto, which constitute part of the Time of Sale Information and (v) any electronic road show or other written communications, including the investor presentation listed on Annex C hereto (the “ investor presentation ”), in each case approved in writing in advance by the Representatives. Each such Issuer Free Writing Prospectus complies in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, at the Time of Sale, did not, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation or warranty with respect to any statements in or omissions from any such Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 7(b) hereof.

(d) Registration Statement and Prospectus. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering has been initiated or, to the Company’s knowledge, threatened by the Commission; as of the applicable effective date of the Registration Statement and any amendment thereto, the Registration Statement complied and will comply in all material respects with the Securities Act and the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission thereunder (collectively, the “ Trust Indenture Act ”), and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation or warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by or on behalf of such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 7(b) hereof.

(e) Incorporated Documents. The documents incorporated by reference in each of the Registration Statement, the Prospectus and the Time of Sale Information, when such incorporated documents were filed with the Commission conformed in all material respects to the requirements of the Exchange Act, and none of such documents contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the Prospectus or the Time of Sale Information, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(f) Exchange Act Compliance. The Company is subject to and in compliance in all material respects with the reporting requirements of Section 13 or Section 15(d) of the Exchange Act.

(g) Investment Company Act. The Company is not, and after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Registration Statement, the Time of Sale Information and the Prospectus, will not be, an “investment company” as defined in the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission promulgated thereunder.

(h) No Solicitation. The Company has not paid or agreed to pay to any person any compensation for soliciting another to purchase any Securities (except as contemplated in this Agreement).

(i) No Stabilization. The Company has not taken, directly or indirectly, any action designed to or that has constituted or that would reasonably be expected to cause or result, under the Exchange Act or otherwise, in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.

(j) No Material Adverse Change. Since the date of the most recent financial statements of the Company included or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the Prospectus, (i) there has not been any material change in the capitalization or long-term debt of the Company and its subsidiaries, taken as a whole, or any dividend or distribution of any kind declared, set aside for payment, paid or made by the Company on any class of capital stock, or any material adverse change, or any development involving a prospective material adverse change, in or affecting the business, properties, management, financial position, results of operations or prospects of the Company and its subsidiaries taken as a whole; (ii) neither the Company nor any of its subsidiaries has entered into any transaction or agreement that is material to the Company and its subsidiaries taken as a whole or incurred any liability or obligation, direct or contingent, that is material to the Company and its subsidiaries taken as a whole; and (iii) neither the Company nor any of its subsidiaries has sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, except in each case of clauses (i) through (iii) above as otherwise disclosed in each of the Registration Statement, the Time of Sale Information and the Prospectus.

(k) Organization and Good Standing. The Company and each of the Subsidiaries (as defined below) has been duly chartered, organized or incorporated, as the case may be, and is validly existing as a corporation or other business entity and, in any jurisdiction where such legal concept is applicable, in good standing under the laws of the jurisdiction in which it is chartered, organized or incorporated, as the case may be, with full corporate or other organizational power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as described in each of the Registration Statement, the Time of Sale Information and the Prospectus, and is duly qualified to do business as a foreign corporation or other business entity and, in any jurisdiction where such legal concept is applicable, is in good standing under the laws of each jurisdiction that requires such qualification, except where any such failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (as defined below).

(l) Capitalization. The Company had, as of March 31, 2019, the capitalization as set forth in each of the Time of Sale Information and the Prospectus under the heading “Capitalization” in the column labeled “As of March 31, 2019 — Actual”; and all the outstanding shares of capital stock or other ownership interests of the Company and each of the Subsidiaries have been duly authorized and validly issued and are fully paid and nonassessable (where such concepts or functional equivalents are applicable), and, except as otherwise set forth in each of the Registration Statement, the Time of Sale Information and the Prospectus, all outstanding shares of capital stock or other ownership interests of each of the subsidiaries listed on Schedule 2 hereto (individually, a “ Subsidiary ” and collectively, the “ Subsidiaries ”) are owned by the Company either directly or through wholly owned subsidiaries free and clear of any security interest, claim, lien or encumbrance.

(m) Prospectus Statements . The statements in the Time of Sale Information and the Prospectus under the headings “Material Tax Consequences” and “Description of Notes” and the statements in the Company’s Form 10-K for the fiscal year ended March 31, 2019 incorporated by reference into the Preliminary Prospectus and the Prospectus under the headings “Item 1. Business–Environmental Regulation”, “Item 1. Business–Intellectual Property” and “Item 3. Legal Proceedings” fairly summarize the matters therein described in all material respects, subject to the qualifications and assumptions stated therein.

(n) Due Authorization. This Agreement has been duly authorized, executed and delivered by the Company; the Indenture has been duly authorized by the Company, and assuming due authorization, execution and delivery thereof by the Trustee, when executed and delivered by the Company, will constitute a legal, valid, binding instrument enforceable against the Company in accordance with its terms (subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency (including without limitation, all laws relating to fraudulent transfers), moratorium or other laws affecting creditors’ rights generally from time to time in effect and to general principles of equity); and the Securities have been duly authorized by the Company, and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters, will have been duly executed and delivered by the Company and will constitute the legal, valid and binding obligations of the Company entitled to the benefits of the Indenture (subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency (including without limitation, all laws relating to fraudulent transfers), moratorium or other laws affecting creditors’ rights generally from time to time in effect and to general principles of equity).

(o) No Consents Required . No consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection with the transactions contemplated herein or in the Indenture, except (i) such as may be required under the securities or blue sky laws of any jurisdiction in which the Securities are offered and sold or (ii) such consents, approvals, authorizations or filings that have been, or prior to the Closing Date (as defined below) will be, obtained or made.

(p) No Conflicts. None of the execution and delivery of this Agreement or the Indenture, the issuance and sale of the Securities, or the consummation of any other of the transactions herein or therein contemplated, or the fulfillment of the terms hereof or thereof will conflict with, result in a breach or violation or imposition of any lien, charge or encumbrance

upon any property or assets of the Company or any of its subsidiaries pursuant to, (i) the charter or by-laws or comparable constituent documents of the Company or any of its subsidiaries; (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries is a party or bound or to which its or their property is subject; or (iii) any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties, except in the cases of clauses (ii) and (iii) above as would not reasonably be expected to have a Material Adverse Effect.

(q) Financial Statements. The consolidated historical financial statements and schedules of the Company and its consolidated subsidiaries included or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the Prospectus present fairly in all material respects the financial condition, results of operations and cash flows of the Company and its consolidated subsidiaries as of the dates and for the periods indicated, comply as to form in all material respects with the applicable accounting requirements of Regulation S-X and have been prepared in conformity with generally accepted accounting principles in the United States of America applied on a consistent basis throughout the periods involved (except as otherwise noted therein); and the selected financial data set forth under the caption “Summary—Summary Historical Consolidated Financial Data” in the Time of Sale Information and the Prospectus fairly present in all material respects, on the basis stated in the Time of Sale Information and the Prospectus, the information included or incorporated by reference therein. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the Prospectus fairly present the information called for in all material respects and has been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto.

(r) Legal Proceedings. No action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries or their property (an “ Action ”) is pending or, to the knowledge of the Company, threatened that (i) would reasonably be expected to have a material adverse effect on the performance of this Agreement, the Indenture, the Securities or the consummation of any of the transactions contemplated hereby or thereby or (ii) would reasonably be expected to have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business (a “ Material Adverse Effect ”), except as set forth in or contemplated in each of the Registration Statement, the Time of Sale Information and the Prospectus; and (i) there are no current or pending Actions that are required under the Securities Act to be described in the Registration Statement or the Prospectus that are not so described in the Registration Statement, the Time of Sale Information and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement and the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Time of Sale Information and the Prospectus.

(s) Title to Real and Personal Property. The Company and each of the Subsidiaries owns or leases or has valid rights to use all such properties as are necessary to the conduct of its operations as presently conducted, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(t) No Violation or Default. Neither the Company nor any of the Subsidiaries is in violation or default of (i) any provision of its charter or bylaws or comparable constituting documents; (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which it is a party or bound or to which its property is subject; or (iii) any statute, law, rule, regulation, judgment, order or decree applicable to the Company or any of the Subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or such Subsidiary or any of its properties, as applicable, except in the case of clauses (ii) and (iii), to the extent any such violation or default would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(u) Independent Accountants. Deloitte & Touche LLP, who has certified certain financial statements of the Company and its consolidated subsidiaries and delivered its report with respect to the audited consolidated financial statements and schedules included or incorporated by reference in the Registration Statement, is an independent registered public accounting firm within the meaning of the Exchange Act and the Securities Act and the rules of the Public Company Accounting Oversight Board.

(v) No Stamp Taxes. There are no stamp or other issuance or transfer taxes or duties or other similar fees or charges required to be paid in connection with the execution and delivery of this Agreement or the issuance or sale of the Securities.

(w) Taxes. The Company and each Subsidiary has filed all applicable tax returns that are required to be filed or has requested extensions thereof (except in any case in which the failure so to file would not reasonably be expected to have a Material Adverse Effect or except as set forth in or contemplated in each of the Registration Statement, the Time of Sale Information and the Prospectus) and has paid all taxes required to be paid by it (including any taxes required to be withheld by it) and any other assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable, except for any such tax, assessment, fine or penalty that is currently being contested in good faith and as to which appropriate reserves have been established in accordance with generally accepted accounting principles or as would not reasonably be expected to have a Material Adverse Effect or except as set forth in or contemplated in each of the Registration Statement, the Time of Sale Information and the Prospectus.

(x) No Withholding Tax. All payments to be made by the Company on or by virtue of the execution, delivery, performance or enforcement of the Underwriting Agreement under the current laws and regulations of the United States of America, Singapore or Bermuda or any political subdivision thereof (each, a “ Taxing Jurisdiction ”), will not be subject to withholding, duties, levies, deductions, charges or other taxes under the current laws and regulations of the Taxing Jurisdiction and are otherwise payable free and clear of any other withholding, duty,

levy, deduction, charge or other tax in the Taxing Jurisdiction and without the necessity of obtaining any governmental authorization in the Taxing Jurisdiction.

(y) No Labor Disputes. No labor problem or dispute with the employees of the Company or any of its subsidiaries exists or, to the knowledge of the Company, is threatened or imminent, and the Company is not aware of any existing or imminent labor disturbance by the employees of any of its or its subsidiaries’ principal suppliers, contractors or customers, except as would not reasonably be expected to have a Material Adverse Effect and except as set forth in or contemplated in each of the Registration Statement, the Time of Sale Information and the Prospectus.

(z) Insurance. (i) The Company and each of its subsidiaries is insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which they are engaged; (ii) all policies of insurance and fidelity or surety bonds insuring the Company or any of its subsidiaries or their respective businesses, assets, employees, officers and directors are in full force and effect; (iii) the Company and its subsidiaries are in compliance with the terms of such policies and instruments in all material respects; (iv) there are no claims by the Company or any of its subsidiaries under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause; (v) neither the Company nor any of its subsidiaries has been refused any insurance coverage sought or applied for, except in the cases of subclauses (i) through (v) as would not reasonably be expected to have a Material Adverse Effect; and (vi) neither the Company nor any of its subsidiaries has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not reasonably be expected to have a Material Adverse Effect, except in the cases of subclauses (i) through (vi) as set forth in or contemplated in each of the Registration Statement, the Time of Sale Information and the Prospectus.

(aa) Licenses and Permits. The Company and the Subsidiaries possess all licenses, certificates, permits and other authorizations issued by all applicable authorities necessary to conduct their respective businesses in the manner described in each of the Registration Statement, the Time of Sale Information and the Prospectus, except for any of the foregoing that would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; neither the Company nor any of the Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have a Material Adverse Effect, except as set forth in or contemplated in each of the Registration Statement, the Time of Sale Information and the Prospectus.

(bb) Accounting Controls. The Company and each of its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States of America and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; (iv) the recorded accountability for assets is

compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus and the Time of Sale Information is prepared in accordance with the Commission’s rules and guidelines applicable thereto. As of March 31, 2019, the Company and its subsidiaries’ internal controls over financial reporting are effective and the Company and its subsidiaries are not aware of any material weakness in their internal control over financial reporting and since the end of the Company’s most recent fiscal year, there has been (i) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (ii) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

(cc) Disclosure Controls . The Company and its subsidiaries maintain “disclosure controls and procedures” (as such term is defined in Rule 13a-15(e) under the Exchange Act); such disclosure controls and procedures are effective to perform the functions for which they were established to the extent required by Rule 13a-15 of the Exchange Act.

(dd) Certain Environmental Matters. The Company and its subsidiaries are (i) in compliance with any and all applicable laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“ Environmental Laws ”); (ii) have received and are in compliance with all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses; and (iii) have not received notice of any actual or potential liability under any Environmental Law, except where such non-compliance with Environmental Laws, failure to receive or comply with required permits, licenses or other approvals, or liability would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and except as set forth in or contemplated in each of the Registration Statement, the Time of Sale Information and the Prospectus. Except as set forth in each of the Registration Statement, the Time of Sale Information and the Prospectus, and except with respect to any matters that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, neither the Company nor any of its subsidiaries has received written notice that it is a “potentially responsible party” under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended.

(ee) Further Environmental Matters. In the ordinary course of its business, the Company periodically reviews the effect of Environmental Laws on the business, operations and properties of the Company and its subsidiaries, in the course of which it identifies and evaluates associated costs and liabilities (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties); on the basis of such review, the Company has reasonably concluded that such associated costs and liabilities would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect, except as set forth in or contemplated in each of the Registration Statement, the Time of Sale Information and the Prospectus.

(ff) Compliance with ERISA. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (A) the minimum funding standard

under Section 302 of the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (“ ERISA ”), has been satisfied by each “pension plan” (as defined in Section 3(2) of ERISA) which has been established or maintained by the Company and/or one or more of its subsidiaries, and the trust forming part of each such plan which is intended to be qualified under Section 401 of the Code is so qualified; (B) each of the Company and its subsidiaries has fulfilled its obligations, if any, under Section 515 of ERISA; (C) neither the Company nor any of its subsidiaries maintains or is required to contribute to a “welfare plan” (as defined in Section 3(1) of ERISA) which provides retiree or other post-employment welfare benefits or insurance coverage (other than “continuation coverage” (as defined in Section 602 of ERISA)); (D) each pension plan and welfare plan established or maintained by the Company and/or one or more of its subsidiaries is in compliance in all material respects with the currently applicable provisions of ERISA; and (E) neither the Company nor any of its subsidiaries has incurred or could reasonably be expected to incur any withdrawal liability under Section 4201 of ERISA, any liability under Section 4062, 4063, or 4064 of ERISA, or any other liability under Title IV of ERISA.

(gg) Compliance with Anti-Money Laundering Laws. The operations of the Company and its subsidiaries are and have been conducted at all times in material compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, and the money laundering statutes and the rules of all applicable jurisdictions and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “ Money Laundering Laws ”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

(hh) No Conflicts with Sanctions Laws. None of the Company, any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries is, or is directly or indirectly owned or controlled by, an individual or entity (a “ Person ”) that is, (A) currently the subject of any sanctions (i) administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury and the Foreign and Commonwealth Office of the United Kingdom, or other relevant sanctions authority, or (ii) pursuant to the U.S. Iran Sanctions Act, as amended (collectively, “ Sanctions ”), nor (B) located or organized within, or doing business or operating from, a country or territory that is, or whose government is, the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea and Syria) (each such country or territory, a “ Sanctioned Country ”). The Company will not directly or indirectly use the proceeds from the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, for the purpose of financing any activities or business of or with any Person, or in any country or territory, that, at the time of such financing, is the subject of Sanctions. For the past five years, neither the Company nor, to the knowledge of the Company or its directors or officers, any of its subsidiaries have knowingly engaged in or are now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

(ii) Sarbanes-Oxley Act. The Company and, to the knowledge of the Company, the Company’s directors or officers, in their capacities as such, are in compliance in all material respects with all applicable provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith (the “ Sarbanes-Oxley Act ”), including Section 402 relating to loans and Sections 302 and 906 relating to certifications.

(jj) No Unlawful Payments. None of the Company, its directors or officers nor, to the knowledge of the Company or its directors and officers, any of its subsidiaries or any other agent, employee or affiliate of the Company or any of its subsidiaries acting on behalf of the Company or any of its subsidiaries is aware of or has taken any action, directly or indirectly, that violates the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “ FCPA ”) or the U.K. Bribery Act 2010 or similar law of any other relevant jurisdiction (collectively, the “ Anti-Bribery Laws ”), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the Anti-Bribery Laws; and each of the Company, its subsidiaries and, to the knowledge of the Company, their respective controlled affiliates have conducted their businesses in material compliance with the Anti-Bribery Laws and the Company has instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

(kk) Intellectual Property. The Company and its subsidiaries own, possess the right to use, license the right to use, or have other rights to use (in each case free and clear of all adverse claims, liens or other encumbrances, except for such adverse claims, liens or encumbrances which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect), or can acquire on reasonable terms the rights to use, all patents, trade and service marks, trade names, copyrights, domain names (in each case including all registrations and applications to register the same), inventions, trade secrets, technology, know-how, and other intellectual property, (collectively, “ Intellectual Property ”) material to the conduct of their respective businesses as now conducted or as proposed in each of the Registration Statement, the Time of Sale Information and the Prospectus to be conducted. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party challenging the Company’s or its subsidiaries’ rights in or to any such Intellectual Property; (ii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party challenging the validity, scope or enforceability of any such Intellectual Property; and (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party that the Company or any of its subsidiaries infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of any third party.

(ll) Cybersecurity; Data Protection. The Company and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of

the Company and its subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and, to the knowledge of the Company, there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any material incidents under internal review or investigations relating to the same. The Company and its subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification. The Company and its subsidiaries have taken all necessary actions to prepare to comply in all material respects with the European Union General Data Protection Regulation (and all other applicable laws and regulations with respect to Personal Data that have been announced as of the date hereof as becoming effective within 12 months after the date hereof, and for which any non-compliance with same would be reasonably likely to create a material liability) as soon as they take effect.

(mm) No Immunity. Under the laws of the jurisdiction of its incorporation, the Company would not be entitled to invoke immunity (sovereign or otherwise) from jurisdiction or immunity (sovereign or otherwise) from execution in respect of any action arising out of its obligations under this Agreement.

(nn) Certificates. Any certificate signed by any officer of the Company and delivered to the Representatives or counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Company, as to matters covered thereby (and is subject to the limitations therein, if any), to each Underwriter.

(oo) Status under the Securities Act . The Company is not an ineligible issuer and is a well-known seasoned issuer, in each case as defined under the Securities Act, in each case at the times specified in the Securities Act in connection with the offering of the Securities.

(pp) No Restrictions on Subsidiaries . No Subsidiary of the Company is currently prohibited, directly or indirectly, under any agreement or other instrument to which it is a party or is subject, from making any dividends or other distribution on such Subsidiary’s capital stock or similar ownership interest, from repaying to the Company any loans or advances to such Subsidiary from the Company or from transferring any of such Subsidiary’s properties or assets to the Company or any other Subsidiary of the Company, except in each case as would not reasonably be expected to have a material adverse effect on the ability of the Company to perform its obligations under the Transaction Documents or except as described in or contemplated in the Registration Statement, the Time of Sale Information or the Prospectus.

(qq) No Broker’s Fees. Neither the Company nor any of its subsidiaries is a party to any contract, agreement or understanding with any person (other than this Agreement) that would give rise to a valid claim against any of them or any Underwriter for a brokerage commission, finder’s fee or like payment in connection with the offering and sale of the Securities.

4. Further Agreements of the Company . The Company covenants and agrees with each Underwriter that:

(a) Required Filings. The Company will file the final Prospectus with the Commission within the time periods specified by Rule 424(b) and Rule 430A, 430B or 430C under the Securities Act, will file any Issuer Free Writing Prospectus (including the Pricing Term Sheet substantially in the form of Annex B hereto) to the extent required by Rule 433 under the Securities Act; and the Company will file within the time periods required by the Exchange Act all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities; and the Company will furnish copies of the Prospectus and each Issuer Free Writing Prospectus (to the extent not previously delivered) to the Underwriters in New York City prior to 10:00 A.M., New York City time, on the business day next succeeding the date of this Agreement in such quantities as the Representatives may reasonably request. The Company will pay the registration fees for this offering within the time period required by Rule 456(b)(1)(i) under the Securities Act (without giving effect to the proviso therein) and in any event prior to the Closing Date.

(b) Delivery of Copies. The Company will deliver, without charge, to each Underwriter (A) a conformed copy of the Registration Statement as originally filed and each amendment thereto, in each case including all exhibits and consents filed therewith and (B) during the Prospectus Delivery Period (as defined below), as many copies of the Prospectus (including all amendments and supplements thereto and documents incorporated by reference therein) and each Issuer Free Writing Prospectus, in each case, as the Representatives may reasonably request. As used herein, the term “ Prospectus Delivery Period ” means such period of time after the first date of the public offering of the Securities as in the opinion of counsel for the Underwriters a prospectus relating to the Securities is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sales of the Securities by any Underwriter or dealer.

(c) Amendments or Supplements; Issuer Free Writing Prospectuses. Before using, authorizing, approving, referring to or filing any Issuer Free Writing Prospectus, and before filing any amendment or supplement to the Registration Statement or the Prospectus (other than documents incorporated by reference therein), whether before or after the time that the Registration Statement becomes effective, the Company will furnish to the Representatives and counsel for the Underwriters a copy of the proposed Issuer Free Writing Prospectus, amendment or supplement for review and will not use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such proposed amendment or supplement to which the Representatives reasonably object in a timely manner; provided , however, that during the Prospectus Delivery Period, the Company will not file any document under the Exchange Act

that is incorporated by reference in the Registration Statement or the Prospectus unless, prior to such proposed filing, the Company has furnished the Representatives with a copy of such document for its review and the Representatives have not reasonably objected to the filing of such document; provided further that the Company shall be entitled to file any such document to the extent that counsel for the Company deems such filing to be required in order to comply with applicable law. During the Prospectus Delivery Period, the Company will promptly advise the Representatives when any document filed under the Exchange Act that is incorporated by reference in the Registration Statement or the Prospectus shall have been filed with the Commission.

(d) Notice to the Representatives. The Company will advise the Representatives promptly, and confirm such advice in writing, (i) when any amendment to the Registration Statement has been filed or becomes effective; (ii) when any supplement to the Prospectus or any amendment to the Prospectus or any Issuer Free Writing Prospectus has been filed; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information; (iv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, the Prospectus, any Time of Sale Information or any Issuer Free Writing Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; (v) of the occurrence of any event within the Prospectus Delivery Period and known to the Company as a result of which the Prospectus, any of the Time of Sale Information or any Issuer Free Writing Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus, the Time of Sale Information or any such Issuer Free Writing Prospectus is delivered to a purchaser, not misleading; (vi) of the receipt by the Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; and (vii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Securities for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Time of Sale Information, Issuer Free Writing Prospectus or the Prospectus, or suspending any such qualification of the Securities and, if any such order is issued, will use its reasonable best efforts to obtain as soon as possible the withdrawal thereof.

(e) Time of Sale Information. If at any time prior to the Closing Date (i) any event occurs or condition exists as a result of which any of the Time of Sale Information as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (ii) it is necessary to amend or supplement the Time of Sale Information to comply with law, the Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Underwriters and to such dealers as the Representatives may designate such amendments or supplements to the Time of Sale

Information (or any document to be filed with the Commission and incorporated by reference therein) as may be necessary so that the statements in any of the Time of Sale Information as so amended or supplemented (including such documents to be incorporated by reference therein) will not, in the light of the circumstances under which they were made, be misleading or so that any of the Time of Sale Information will comply with law.

(f) Ongoing Compliance . If during the Prospectus Delivery Period (i) any event shall occur or condition shall exist as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with law, the Company will promptly notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Underwriters and to such dealers as the Representatives may designate, such amendments or supplements to the Prospectus (or any document to be filed with the Commission and incorporated by reference therein) as may be necessary so that the statements in the Prospectus as so amended or supplemented including such documents to be incorporated by reference therein will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law .

(g) Blue Sky Compliance. The Company will use reasonable best efforts, in cooperation with the Underwriters, to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representatives shall reasonably request and will continue such qualifications in effect so long as required for distribution of the Securities; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

(h) Earnings Statement. The Company will make generally available to its security holders and the Representatives as soon as practicable an earnings statement that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 of the Commission promulgated thereunder covering a period of at least twelve months beginning with the first fiscal quarter of the Company occurring after the “effective date” (as defined in Rule 158) of the Registration Statement.

(i) Clear Market. During the period from the date hereof through and including the date that is the day after the Closing Date, the Company will not, without the prior written consent of the Representatives, offer, sell, contract to sell, pledge, otherwise dispose of or enter into any transaction which is designed or would reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, or announce the offering, of any debt securities issued or guaranteed by the Company and having a tenor of more than one year.

(j) Use of Proceeds. The Company will apply the net proceeds from the sale of the Securities as described in each of the Registration Statement, the Time of Sale Information and the Prospectus under the heading “Use of Proceeds”.

(k) DTC . The Company will assist the Underwriters in arranging for the Securities to be eligible for clearance and settlement through DTC.

(l) No Stabilization. The Company will not take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Securities.

(m) Record Retention . The Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the Securities Act.

5. Certain Agreements of the Underwriters . Each Underwriter hereby represents and agrees that:

(a) It has not and will not use, authorize use of, refer to, or participate in the planning for use of, any “ free writing prospectus ”, as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission by the Company and not incorporated by reference into the Registration Statement and any press release issued by the Company) other than (i) a free writing prospectus that, solely as a result of use by such Underwriter, would not trigger an obligation to file such free writing prospectus with the Commission pursuant to Rule 433, (ii) any Issuer Free Writing Prospectus listed on Annex A or prepared pursuant to Section 3(c) or Section 4(c) above (including any electronic road show), or (iii) any free writing prospectus prepared by such Underwriter and approved by the Company in advance in writing (each such free writing prospectus referred to in clauses (i) or (iii), an “ Underwriter Free Writing Prospectus ”). Notwithstanding the foregoing, the Underwriters may use the Pricing Term Sheet referred to in Annex B hereto without the consent of the Company.

(b) It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will promptly notify the Company if any such proceeding against it is initiated during the Prospectus Delivery Period).

6. Conditions of Underwriters’ Obligations. The obligation of each Underwriter to purchase Securities on the Closing Date as provided herein is subject to the performance by the Company of its covenants and other obligations hereunder and to the following additional conditions:

(a) Registration Compliance; No Stop Order. No order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding, for such purpose or pursuant to Section 8A under the Securities Act, shall be pending before or threatened by the Commission; the Prospectus and each Issuer Free Writing Prospectus shall have been timely filed with the Commission under the Securities Act (in the case of an Issuer Free Writing Prospectus, to the extent required by Rule 433 under the Securities Act) and in accordance with Section 4(a) hereof; and all requests by the Commission for additional information shall have been complied with to the reasonable satisfaction of the Representatives.

(b) Representations and Warranties. The representations and warranties of the Company contained herein shall be true and correct on the date hereof and on and as of the Closing Date; and the statements of the Company and its officers made in any certificates delivered pursuant to this Agreement shall be true and correct on and as of the Closing Date.

(c) No Downgrade. Subsequent to the earlier of (A) the Time of Sale and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Securities or any other debt securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization”, as such term is defined under Section 3(a)(62) under the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or of any other debt securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

(d) No Material Adverse Change. No event or Material Adverse Effect shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.

(e) Officers’ Certificate. The Representatives shall have received on and as of the Closing Date a certificate of (x) the chief executive officer of the Company and (y) the principal financial or accounting officer of the Company (i) confirming that such officers have carefully reviewed the Registration Statement, the Time of Sale Information and the Prospectus and, to the knowledge of such officer, the representations set forth in Sections 3(b) and 3(d) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company set forth in this Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date and (iii) to the effect set forth in paragraphs (a), (c) and (d) above.

(f) Comfort Letters. On the date of this Agreement and on the Closing Date, Deloitte & Touche LLP shall have furnished to the Representatives, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off” date no more than three business days prior to the Closing Date.

(g) Opinion and 10b-5 Statement of Counsel for the Company. Curtis, Mallet-Prevost, Colt & Mosle LLP, special U.S. counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, dated

the Closing Date and addressed to the Representatives, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex D hereto.

(h) Opinion of Local Counsel . Allen & Gledhill LLP, special Singapore counsel for the Company, shall have furnished to the Representatives, at the request of the Company, its written opinion, dated the Closing Date and addressed to the Representatives, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex E hereto.

(i) Opinion and 10b-5 Statement of Counsel for the Underwriters. The Representatives shall have received on and as of the Closing Date an opinion and 10b-5 statement, addressed to the Representatives, of Davis Polk & Wardwell LLP, counsel for the Underwriters, with respect to such matters as the Representatives may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters.

(j) No Legal Impediment to Issuance. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Securities; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Securities.

(k) Good Standing . The Representatives shall have received on and as of the Closing Date or no more than two (2) business days prior thereto satisfactory evidence of the good standing of the Company, in writing or any standard form of telecommunication, from the appropriate governmental authority of such jurisdiction.

(l) DTC . The Securities shall be eligible for clearance and settlement through DTC.

(m) Indenture and Securities . The Indenture shall have been duly executed and delivered by a duly authorized officer of the Company and the Trustee, and the Securities shall have been duly executed and delivered by a duly authorized officer of the Company and duly authenticated by the Trustee.

(n) Additional Documents. On or prior to the Closing Date, the Company shall have furnished to the Representatives such further certificates and documents as the Representatives may reasonably request.

All opinions, letters, certificates and evidence mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Underwriters.

7. Indemnification and Contribution .

(a) Indemnification of the Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, employees and agents and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities

Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities, joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in subsection (b) below.

(b) Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors and officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information furnished to the Company by or on behalf of such Underwriter through the Representatives specifically for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that the only such information consists of the following in the Preliminary Prospectus and the Prospectus under the caption “Underwriting”: (i) the information contained in the third paragraph, (ii) the information contained in the third sentence of the seventh paragraph and (iii) the information contained in the ninth paragraph.

(c) Notice and Procedures. Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel (including local counsel) of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel, other than local counsel if not appointed by the indemnifying party, retained by the indemnified party or parties except as set forth below); provided , however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel

(including local counsel) to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the indemnifying party; (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action; or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties (such consent not to be unreasonably withheld, conditioned or delayed), settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent (x) includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding and (y) does not include any statement as to or any finding of fault, culpability or failure to act by or on behalf of any indemnified person. An indemnifying party will not be liable for any settlement of any such action effected without its written consent (which consent shall not be unreasonably withheld, conditioned or delayed), but if settled with the consent of the indemnifying party or if there be a final judgment for the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment.

(d) Contribution. In the event that the indemnity provided in paragraph (a) or (b) of this Section 7 is unavailable to or insufficient to hold harmless an indemnified party for any reason, the Company and the Underwriters severally agree to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending any loss, claim, damage, liability or action) (collectively “ Losses ”) to which the Company and one or more of the Underwriters may be subject in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and by the Underwriters on the other from the offering of the Securities; provided , however, that in no case shall any Underwriter be responsible for any amount in excess of the underwriting discount or commission applicable to the Securities purchased by such Underwriter hereunder. If the allocation provided by the immediately preceding sentence is unavailable for any reason, the Company and the Underwriters severally shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and the Underwriters on the other in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations. Benefits received by the Company shall be deemed to be equal to the total net proceeds from the offering (before deducting expenses) received by it, and benefits received by the Underwriters shall be deemed to be equal to the total underwriting discounts and commissions. Relative fault shall be determined by reference to, among other things, whether any untrue or alleged untrue statement of a material fact or the omission or

alleged omission to state a material fact relates to information provided by the Company on the one hand or the Underwriters on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution were determined by pro rata allocation or any other method of allocation that does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph (d), no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute pursuant to this Section 7(d) are several in proportion to their respective purchase obligations set forth on Schedule I hereto and not joint. For purposes of this Section 7, each person who controls an Underwriter within the meaning of either the Securities Act or the Exchange Act and each director, officer, employee, affiliate and agent of an Underwriter shall have the same rights to contribution as such Underwriter, and each person who controls the Company within the meaning of either the Securities Act or the Exchange Act and each officer and director of the Company shall have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions of this paragraph (d).

8. Effectiveness of Agreement . This Agreement shall become effective as of the date first written above.

9. Termination . This Agreement may be terminated in the absolute discretion of the Representatives, by written notice to the Company, if after the execution and delivery of this Agreement and on or prior to the Closing Date (i) trading generally shall have been suspended or materially limited on The New York Stock Exchange or The Nasdaq Global Select Market; (ii) trading of any securities issued or guaranteed by the Company shall have been suspended or limited on The Nasdaq Global Select Market; (iii) a general moratorium on commercial banking activities shall have been declared by U.S. federal, New York State or Singapore authorities; or (iv) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States or Singapore of a national emergency or war or other calamity or crisis the effect of which on financial markets is such as to make it, in the judgment of the Representatives, impractical or inadvisable to proceed with the offering, sale or delivery of the Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.

10. Defaulting Underwriter .

(a) If, on the Closing Date, any Underwriter defaults on its obligation to purchase the Securities that it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Securities by other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Securities on such terms. If other persons become obligated or agree to purchase the Securities of a defaulting Underwriter, either the non-defaulting Underwriters or the Company may postpone the Closing Date for up to five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the

Registration Statement, the Time of Sale Information and the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Time of Sale Information and the Prospectus that effects any such changes. As used in this Agreement, the term “ Underwriter ” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 10, purchases Securities that a defaulting Underwriter agreed but failed to purchase.

(b) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate principal amount of such Securities that remains unpurchased does not exceed one-tenth of the aggregate principal amount of all the Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Securities that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the principal amount of Securities that such Underwriter agreed to purchase hereunder) of the Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made.

(c) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate principal amount of such Securities that remains unpurchased exceeds one-tenth of the aggregate principal amount of all the Securities, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Section 11 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect.

(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.

11. Payment of Expenses .

(a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky

Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with the approval of the Securities for book-entry transfer by DTC; (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, including the investor presentation listed on Annex C hereto, (x) the preparation, printing, authentication, issuance and delivery of certificates for the Securities and (xi) any stamp or transfer taxes in connection with the original issuance and sale of the Securities. Except as expressly provided elsewhere herein, the Underwriters will pay all of their own costs and expenses, including without limitation the fees and expenses of their counsel.

(b) If (i) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (ii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement (other than by termination of this Agreement pursuant to Section 9(i), 9(iii) or 9(iv) or for failure of the condition set forth in Section 6(i)), the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

12. Persons Entitled to Benefit of Agreement . This Agreement shall inure to the benefit of and be binding upon the parties hereto; provided , that the benefit of Section 7 hereof shall inure to the benefit of the parties hereto and their respective successors and the officers and directors and any controlling persons referred to therein, and the affiliates of each Underwriter. Nothing in this Agreement is intended or shall be construed to give any other person any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein. No purchaser of Securities from any Underwriter shall be deemed to be a successor merely by reason of such purchase.

13. Survival . The respective indemnities, rights of contribution, representations, warranties (it being understood that such representations and warranties are made only as of the date hereof and as of the date of any officers’ certificate delivered pursuant to Section 6(e)) and agreements of the Company and the Underwriters contained in this Agreement or made by or on behalf of the Company or the Underwriters pursuant to this Agreement or any certificate delivered pursuant hereto shall survive the delivery of and payment for the Securities and shall remain in full force and effect, regardless of any termination of this Agreement or any investigation made by or on behalf of the Company or the Underwriters. The provisions of Sections 7 and 12 through 16 hereof shall survive the termination or cancellation of this Agreement.

14. Certain Defined Terms . For purposes of this Agreement, (a) except where otherwise expressly provided, the term “ affiliate ” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “ business day ” means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term “ subsidiary ” has the meaning set forth in Rule 405 under the Securities Act.

15. Compliance with USA Patriot Act . In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients.

16. Miscellaneous .

(a) Authority of the Representatives. Any action by the Underwriters hereunder may be taken by J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and BNP Paribas Securities Corp. on behalf of the Underwriters, and any such action taken by J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and BNP Paribas Securities Corp. shall be binding upon the Underwriters.

(b) Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted and confirmed by any standard form of telecommunication. Notices to the Underwriters shall be given to the Representatives c/o J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179, Attention: Investment Grade Syndicate Desk (fax: (212) 834-6081); c/o Citigroup Global Markets Inc., 388 Greenwich Street, New York, New York 10013, Attention: General Counsel (fax: (646) 291-1469); and c/o BNP Paribas Securities Corp., 787 Seventh Avenue, New York, New York 10019, Attention: Syndicate Desk (email: new.york.syndicate@bnpparibas.com. Notices to the Company shall be given to it at: Flex Ltd., 6201 America Center Drive, San Jose, CA 95002, United States of America, Attention: General Counsel (fax: (408) 935-8147).

(c) Governing Law. This Agreement and any claim, controversy or dispute arising under or related to this Agreement will be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York.

(d) Submission to Jurisdiction . Any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any State or U.S. federal court in The City of New York and County of New York, and each party hereto waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any suit, action or proceeding. The Company hereby appoints CT Corporation, with offices on the date hereof at 111 Eighth Avenue, New York, New York 10011, as their authorized agent (the “ Authorized Agent ”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein that may be instituted in any State or U.S. federal court in The City of New York and County of New York, by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such

appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company.

(e) Currency. Each reference in this Agreement to U.S. dollars (the “relevant currency”), including by use of the symbol “$”, is of the essence. To the fullest extent permitted by law, the obligation of any party hereto in respect of any amount due under this Agreement will, notwithstanding any payment in any other currency (whether pursuant to a judgment or otherwise), be discharged only to the extent of the amount in the relevant currency that the party entitled to receive such payment may, in accordance with its normal procedures, purchase with the sum paid in such other currency (after any premium and costs of exchange) on the business day immediately following the day on which such party receives such payment. If the amount in the relevant currency that may be so purchased for any reason falls short of the amount originally due, the party owing such obligation will pay such additional amounts, in the relevant currency, as may be necessary to compensate for the shortfall. Any obligation not discharged by such payment will, to the fullest extent permitted by applicable law, be due as a separate and independent obligation and, until discharged as provided herein, will continue in full force and effect.

(f) Waiver of Immunity . To the extent that the Company has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to themselves or any of their property, the Company hereby irrevocably waives and agrees not to plead or claim such immunity in respect of their obligations under this Agreement.

(g) Waiver of Jury Trial . Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

(h) Recognition of the U.S. Special Resolution Regimes .

(i) In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

(ii) In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

As used in this Section 16(h):

“BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).

“Covered Entity” means any of the following:

(i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

(iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

(i) Counterparts. This Agreement may be signed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by telecopier, facsimile or other electronic transmission (i.e., a “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart thereof.

(j) Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto.

(k) Headings. The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement.

(l) Integration . This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, or any of them, with respect to the subject matter hereof.

(m) Bermuda Branch; Full Recourse Obligations . All obligations of the Company hereunder shall be incurred by the Company at its Bermuda branch having a principal place of business from which it conducts operations in accordance with its permit located at 16 Par-la-Ville Road, Hamilton HM 08 Bermuda and all such obligations by the Company will be made through its Bermuda branch; provided, however, that notwithstanding the foregoing, the Company acknowledges and agrees that the obligations hereunder are full recourse to Flex Ltd., a Singapore public company limited by shares, and are in no manner limited to any extent to any

branch thereof and shall in no manner impair the Representatives’ ability or the ability of any person identified in Section 12 hereof to enforce or collect any such obligation from the Company.

If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below.

Very truly yours,

FLEX LTD.

By:	/s/ Manny Marimuthu
	Name:	Manny Marimuthu
	Title:	Authorized Signatory

Accepted: As of the date first written above

J.P. MORGAN SECURITIES LLC
CITIGROUP GLOBAL MARKETS INC.
BNP PARIBAS SECURITIES CORP.

For themselves and on behalf of the
several Underwriters listed
in Schedule 1 hereto.

J.P. MORGAN SECURITIES LLC

By:	/s/ Som Bhattacharyya
	Name:	Som Bhattacharyya
	Title:	Executive Director

CITIGROUP GLOBAL MARKETS INC.

By:	/s/ Adam D. Bordner
	Name:	Adam D. Bordner
	Title:	Director

BNP PARIBAS SECURITIES CORP.

By:	/s/ Richard Zellweger
	Name:	Richard Zellweger
	Title:	Managing Director

[ Signature Page to Underwriting Agreement ]

Schedule 1

Underwriter	Principal Amount of Securities
J.P. Morgan Securities LLC	$	86,525,000
Citigroup Global Markets Inc.	$	76,130,000
BNP Paribas Securities Corp.	$	76,130,000
Academy Securities, Inc.	$	17,315,000
BofA Securities, Inc.	$	17,315,000
HSBC Securities (USA) Inc.	$	17,315,000
Mizuho Securities USA LLC	$	17,315,000
MUFG Securities Americas Inc.	$	17,315,000
Scotia Capital (USA) Inc.	$	17,315,000
SMBC Nikko Securities America, Inc.	$	17,315,000
UniCredit Capital Markets LLC	$	17,315,000
U.S. Bancorp Investments, Inc.	$	17,315,000
ICBC Standard Bank Plc	$	10,970,000
Loop Capital Markets LLC	$	10,970,000
Standard Chartered Bank	$	10,970,000
Wells Fargo Securities, LLC	$	10,970,000
Banco Bradesco BBI S.A.	$	5,750,000
Deutsche Bank Securities Inc.	$	5,750,000
Total	$	450,000,000

Schedule 2

Subsidiaries

Flextronics America, LLC

Flextronics Automotive USA (Texas), LLC

Flextronics Computing (Suzhou) Co., Ltd

Flextronics Electronics Technology (Suzhou) Co., Ltd.

Flextronics International Asia-Pacific Ltd

Flextronics International Europe B.V.

Flextronics International Gesellschaft m.b.H.

Flextronics International Japan Co., Ltd.

Flextronics International Kft.

Flextronics International Poland sp. z o.o.

Flextronics International Tecnologia Ltda.

Flextronics International USA, Inc.

Flextronics (Israel) Ltd.

Flextronics Logistics (Hong Kong) Limited

Flextronics Logistics USA, Inc.

Flextronics Manufacturing Europe B.V.

Flextronics Manufacturing (Singapore) Pte. Ltd.

Flextronics Manufacturing S.r.l.

Flextronics Manufacturing (Zhuhai) Co., Ltd.

Flextronics Marketing (L) Ltd.

Flextronics ODM Luxembourg S.A.

Flextronics Sales & Marketing (A-P) Ltd.

Flextronics Sales & Marketing North Asia (L) Ltd.

Flextronics Technologies (India) Private Limited

Flextronics Technology (Penang) Sdn. Bhd.

Flextronics Telecom Systems Ltd

MCi (Mirror Controls International) Ireland LimitedMirror Controls (Suzhou) Co., Ltd.

NEXTracker Inc.

Pacific Device, Inc.

Power Systems Technologies Ltd.

AGM Automotive LLC

Flextronics Sales and Marketing Consumer Digital Ltd.

Masa da Amaz nia Ltda.

ANNEX A

Time of Sale Information

· Pricing Term Sheet, dated May 30, 2019

ANNEX B

Pricing Term Sheet

Filed Pursuant to Rule 433

Registration Statement No. 333-222773

Issuer Free Writing Prospectus, dated May 30, 2019

Relating to Preliminary Prospectus Supplement, dated May 30, 2019

Flex Ltd.

Pricing Term Sheet

Issuer:	Flex Ltd. (“Flex”)
Ticker:	FLEX
Expected Ratings (Moody’s/S&P):	[INTENTIONALLY OMITTED]
Security Type:	SEC Registered
Trade Date:	May 30, 2019
Settlement Date:**	June 6, 2019 (T+5)
Minimum Denominations:	$2,000 and integral multiples of $1,000 in excess thereof
Day Count:	30/360
Use of Proceeds:	Flex intends to use the net proceeds from the offering, together with available cash, to fund the concurrent tender offer (the “Tender Offer”) for any and all of the $500,000,000 outstanding aggregate principal amount of our 4.625% Notes due 2020 (the “2020 Notes”) and any redemption of 2020 Notes not tendered in the Tender Offer, including the payment of all premiums, accrued interest and costs and expenses in connection with the Tender Offer and the 2020 Notes Redemption. The Tender Offer will now be subject to the completion of this offering on the terms set forth in this pricing term sheet and the preliminary prospectus supplement.

4.875% Senior Notes due 2029

Principal Amount:	$450,000,000
Maturity Date:	June 15, 2029
Coupon:	4.875%
Public Offering Price:	99.607% of the Principal Amount
Net Proceeds (after underwriting discount but before expenses):	$445,306,500
Benchmark Treasury:	UST 2.375% due May 15, 2029
Benchmark Treasury Price/Yield:	101-10+ / 2.225%
Spread to Benchmark Treasury:	+270 bps
Yield to Maturity:	4.925%
Interest Payment Dates:	June 15 and December 15, commencing December 15, 2019
Make-Whole Call:	At any time prior to March 15, 2029, at a discount rate of Treasury plus 45 basis points
Par Call:	On or after March 15, 2029
CUSIP:	33938X AA3
ISIN:	US33938XAA37

Joint Book-Running Managers:	J.P. Morgan Securities LLC Citigroup Global Markets Inc. BNP Paribas Securities Corp. Academy Securities, Inc. BofA Securities, Inc. HSBC Securities (USA) Inc. Mizuho Securities USA LLC MUFG Securities Americas Inc. Scotia Capital (USA) Inc. SMBC Nikko Securities America, Inc. UniCredit Capital Markets LLC U.S. Bancorp Investments, Inc.
Co-Managers:	ICBC Standard Bank Plc Loop Capital Markets LLC Standard Chartered Bank Wells Fargo Securities, LLC Banco Bradesco BBI S.A. Deutsche Bank Securities Inc.

**Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market are required to settle in two business days, unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes prior to the second business day preceding the settlement date will be required, by virtue of the fact that the notes initially will settle in T+5, to specify alternative settlement arrangements to prevent a failed settlement.

The issuer has filed a registration statement (including a prospectus) and a preliminary prospectus supplement with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the related preliminary prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling J.P. Morgan Securities LLC collect at (212) 834-4533 , Citigroup Global Markets Inc. toll free at (800) 831-9146 or BNP Paribas Securities Corp. toll free at (800) 854-5674.

ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.

ANNEX C

Investor Presentation

Investor presentation of the Company dated May 2019

ANNEX D

Form of Opinion of Curtis, Mallet-Prevost, Colt & Mosle LLP

1. The Notes, when issued and authenticated in accordance with the terms of the Notes Indenture and issued and delivered by the Company against payment of the purchase price therefor in accordance with the Underwriting Agreement, will conform in all material respects to the statements relating thereto contained in the Time of Sale Information and the Final Prospectus.

2. The execution and delivery of the Notes Indenture and the Underwriting Agreement by the Company do not, and the performance by the Company thereunder will not (i) conflict with or result in a breach of or default under any of the agreements identified on Schedule A attached hereto (the “Material Agreements”), (ii) violate any provision of any Applicable Law of the State of New York or any Applicable Law of the federal laws of the United States, or (iii) result in an imposition of any lien, charge or encumbrance under the provisions of any of the Material Agreements upon any property, asset or revenue of the Company.

3. The execution and delivery by the Company of the Notes Indenture and the Underwriting Agreement do not, and the performance by the Company thereunder will not, require any filing with or approval by any governmental authority or regulatory body of the State of New York or the United States of America under any Applicable Law, except (i) as disclosed in the Final Prospectus, (ii) as have been made or obtained prior to the date hereof, or (iii) as may be required under the securities or “blue sky” laws of any jurisdiction in connection with the offer and sale of the Notes.

4. The Notes Indenture constitutes a valid and binding obligation enforceable against the Company in accordance with its terms. When the Notes have been (a) duly authenticated and delivered by the Trustee in accordance with the Notes Indenture and (b) issued and delivered by the Company against payment of the purchase price therefor in accordance with the Underwriting Agreement, the Notes will constitute valid and binding obligations enforceable against the Company in accordance with their terms.

5. The Registration Statement is effective under the Securities Act, and, to our knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or threatened by the Commission.

6. The Registration Statement, as of January 30, 2018, and the Final Prospectus as of its date, each appeared on its face to comply as to form in all material respects with the applicable form requirements for registration statements on Form S-3 under the Securities Act and the rules and regulations thereunder; it being understood, however, that we express no opinion as to Regulation S-T or the financial statements and related notes, financial statement schedules or other financial or accounting data and information included in, incorporated by reference in, or omitted from, the Registration Statement or the Final Prospectus.

7. The Company is not, and after giving effect to the offering and sale of the Notes and the application of the proceeds thereof as described in the Final Prospectus will not be, required to register as an “investment company” as defined in the Investment Company Act of 1940, as amended.

8. The statements in the Time of Sale Information and the Final Prospectus under the heading “Material Tax Consequences - Certain U.S. Federal Income Tax Considerations,” insofar as they purport to describe provisions of U.S. federal income tax laws or legal conclusions with respect thereto, accurately summarize the matters referred to therein in all material respects.

9. Under the laws of the State of New York relating to the submission to personal jurisdiction, (i) the Company has, pursuant to Section 16(d) of the Underwriting Agreement, Section 1.12 of the Base Indenture and Section [ ] of the Supplemental Indenture, validly submitted to the personal jurisdiction of New York State courts and United States of America federal courts located in the City of New York and County of New York in actions arising out of or based upon the Underwriting Agreement, the Base Indenture or the Supplemental Indenture, as the case may be, (ii) the Company validly appointed CT Corporation System for the purpose described in Section 16(d) of the Underwriting Agreement and Section [ ] of the Supplemental Indenture, and (iii) service of process effected on CT Corporation System in the manner set forth in Section 16(d) of the Underwriting Agreement and Section [ ] of the Supplemental Indenture will be effective to confer valid personal jurisdiction over the Company under the laws of the State of New York in connection with any such action.

10. Insofar as the statements in the Final Prospectus under the caption “Description of Notes” purport to describe specific provisions of the Notes Indenture and the Notes, such statements present in all material respects an accurate summary of such provisions.

ANNEX E

Form of Opinion of Allen & Gledhill LLP

1. The Company is a company duly incorporated and validly existing under Singapore law;

2. The Company has the corporate power and capacity to own or lease its property and to conduct its business as described in the Prospectus;

3. No consent, approval, authorisation or order of or qualification with any governmental body or agency or stock exchange authority in Singapore is required under Singapore law for the consummation of the transactions contemplated by the Transaction Documents and the issue and delivery of the Notes;

4. The consummation of each of the transactions contemplated in the Transaction Documents and the issue and offering of the Notes (a) has been, in the case of transactions to which the Company is a party, duly authorised by the Company and (b) do not contravene (1) any provision of Singapore law, (2) the Constitution of the Company, or (3) as far as we are aware, any judgment, order or decree of any governmental body, agency or court of Singapore having jurisdiction over the Company or any of its assets;

a. Subject to any matters not disclosed to us, the Company has taken all necessary corporate action required under Singapore law to authorise the entry into, and the execution and delivery of, the Underwriting Agreement; and

b. subject to any matters not disclosed to us, the Company has taken all necessary corporate action required under Singapore law to authorise the entry into, execution and delivery of the Indenture and, assuming due authorisation, execution and delivery thereof by the Trustee (as defined in the Indenture), the Indenture constitutes valid, legally binding and enforceable obligations of the Company under Singapore law;

6. The Notes have been duly authorised by the Company and, when the subscription moneys have been paid and entries in respect thereof have been duly made in the register maintained in accordance with the Transaction Documents, will constitute valid, legally binding and enforceable obligations of the Company under Singapore law;

7. All payments in respect of the Notes may be paid by the Company to the holder thereof in United States dollars and freely transferred out of Singapore, without the necessity of obtaining any consents, approvals, authorisations, orders or clearances from or registering with any Singapore governmental agency or body or any stock exchange authority and, except as or in the circumstances set forth in the Prospectus Supplement under the caption “Material Tax Consequences — Singapore Tax Considerations”, no taxes (including, without limitation, withholding, stamp, transfer or other taxes) will be imposed by Singapore or any political subdivision or taxing authority thereof or therein on payments of principal and interest in respect of the Notes to holders of the Notes who

are not tax residents of Singapore and who do not derive such payments from any trade or business in Singapore;

8. The boxed sections, as set out in Appendix 1 respectively to this opinion, of the statements in the Prospectus Supplement under the caption “Material Tax Consequences — Singapore Tax Considerations” insofar as such statements constitute summaries of the Singapore legal matters referred to therein, fairly present the information called for with respect to such legal matters and fairly summarise the matters referred to therein;

9. It is not necessary to ensure the legality, validity, enforceability or admissibility in evidence of the Transaction Documents or the Notes, that any Singapore stamp duty be paid on them;

10. The choice of New York law as the governing law of the Transaction Documents and the Notes will be recognised by the courts of Singapore as a valid choice of law provided that:

a. such law is proven to the satisfaction of the courts of Singapore;

b. such law will be disregarded if its application will be illegal or contrary to public policy or any applicable mandatory laws in Singapore; and

c. matters of procedure including questions of set-off and counter-claim, interest chargeable on judgment debts, priorities, measure of damages, limitation of actions and submissions to the jurisdiction of foreign courts are as a general rule governed by the laws of Singapore to the exclusion of the relevant expressed governing law;

11. Assuming that each Transaction Document is valid, binding and enforceable under New York law, there is no reason so far as the laws of Singapore are concerned why, in any action in the courts of Singapore where New York law as governing law of the Transaction Documents is pleaded and proved, the obligations of the Company under the Transaction Documents would not be valid, binding and enforceable against the Company;

12. The submission by the Company to the jurisdiction of the New York courts contained in the Underwriting Agreement and the Indenture, and the appointment by the Company of CT Corporation as its agent for service of process in connection with the Underwriting Agreement and the Supplemental Indenture are, in each case, valid and binding on the Company under Singapore law, save that in cases where the Singapore courts have jurisdiction over a dispute, Singapore is a more appropriate forum for determination of the matter and the ends of justice will be better served by the dispute being determined in before Singapore courts, the Singapore court may in appropriate cases nonetheless exercise its residual jurisdiction to determine the matter;

13. A final and conclusive judgment on the merits properly obtained against the Company in any competent court of the State of New York or a federal court of the United States of America in New York for a fixed sum of money in respect of any legal suit or

proceedings arising out of or relating to any of the Transaction Documents or the Notes and which could be enforced by execution against the Company in the jurisdiction of the relevant court and has not been stayed or satisfied in whole may be sued on in Singapore as a debt due from the Company if:

a. the relevant court had jurisdiction over the Company, in that the Company was, at the time proceedings were instituted, resident in the jurisdiction in which proceedings had been commenced or had submitted to the jurisdiction of the relevant court;

b. that judgment was not obtained by fraud;

c. the enforcement of that judgment would not be contrary to the public policy of Singapore;

d. that judgment had not been obtained in contravention of the principles of natural justice; and

e. the judgment of the relevant court did not include the payment of taxes, a fine or penalty.

EXHIBIT 4.1

FLEX LTD.,

as Issuer

and

U.S. BANK NATIONAL ASSOCIATION,

as Trustee

Indenture

Dated as of June 6, 2019

TABLE OF CONTENTS

		PAGE

ARTICLE 1 Definitions and other Provisions of General Application		1

Section 1.01.	Definitions	1
Section 1.02.	Compliance Certificates and Opinions	6
Section 1.03.	Form of Documents Delivered to Trustee	6
Section 1.04.	Acts of Holders; Record Dates	7
Section 1.05.	Notices, Etc., to Trustee and Company	7
Section 1.06.	Notice to Holders; Waiver	8
Section 1.07.	Trust Indenture Act	9
Section 1.08.	Effect of Headings and Table of Contents	9
Section 1.09.	Successors and Assigns	9
Section 1.10.	Severability Clause	9
Section 1.11.	Benefits of Indenture	9
Section 1.12.	Governing Law; Submission to Jurisdiction	9
Section 1.13.	Waiver of Right to Trial by Jury	10
Section 1.14.	No Liability of Directors, Officers, Employees, Incorporators, Members and Stockholders	10
Section 1.15.	Counterparts	10
Section 1.16.	Payment Date Other Than a Business Day	10
Section 1.17.	Bermuda Branch; Full Recourse Obligations	10
Section 1.18.	Force Majeure	11
Section 1.19.	USA PATRIOT Act	11

ARTICLE 2 The Securities		11

Section 2.01.	Forms Generally	11
Section 2.02.	[Intentionally Omitted]	11
Section 2.03.	Amount Unlimited; Issuable in Series	11
Section 2.04.	Authentication and Delivery of Securities	14
Section 2.05.	Execution of Securities	15
Section 2.06.	Certificate of Authentication	15
Section 2.07.	Denomination and Date of Securities; Payments of Interest	15
Section 2.08.	Registration, Transfer and Exchange	16

Section 2.09.	Mutilated, Defaced, Destroyed, Lost and Stolen Securities	17
Section 2.10.	Cancellation of Securities; Destruction Thereof	18
Section 2.11.	Temporary Securities	18
Section 2.12.	Authenticating Agent	19
Section 2.13.	Global Securities	19
Section 2.14.	CUSIP or ISIN Numbers	21
Section 2.15.	Euroclear and Clearstream Procedures Applicable	21

ARTICLE 3 Covenants		21

Section 3.01.	Payments of Principal and Interest	21
Section 3.02.	Maintenance of Office or Agency	22
Section 3.03.	Paying Agents	22
Section 3.04.	Statement by Officers as to Default	23
Section 3.05.	Existence	23
Section 3.06.	Reports and Delivery of Certain Information	24

ARTICLE 4 Consolidation, Merger, or Sale of Assets		24

Section 4.01.	Consolidation, Merger or Sale of Assets by the Company	24
Section 4.02.	Restrictions upon Reincorporating, Merging or Consolidating into a Subject Country	25

ARTICLE 5 Redemption of Securities and Sinking Fund Provisions		26

Section 5.01.	Applicability of Article	26
Section 5.02.	Notice of Redemption; Partial Redemption	26
Section 5.03.	Payment of Securities Called for Redemption	28
Section 5.04.	Exclusion of Certain Securities from Eligibility for Selection for Redemption	28

ARTICLE 6 Defaults And Remedies		28

Section 6.01.	Events of Default	28
Section 6.02.	Acceleration of Maturity; Rescission and Annulment	29
Section 6.03.	Collection Suit by Trustee; Trustee May File Proofs of Claim	30
Section 6.04.	Priority	31
Section 6.05.	Limitation on Suits	31
Section 6.06.	Unconditional Right of Holders to Receive Payment	32
Section 6.07.	Restoration of Rights and Remedies	32
Section 6.08.	Rights and Remedies Cumulative	32

Section 6.09.	Delay or Omission Not Waiver	32
Section 6.10.	Control by Holders	32
Section 6.11.	Waiver of Past Defaults	33
Section 6.12.	Undertaking for Costs	33
Section 6.13.	Other Remedies	33
Section 6.14.	Waiver of Stay or Extension Laws	33

ARTICLE 7 Trustee		33

Section 7.01.	General	33
Section 7.02.	Certain Rights of Trustee	34
Section 7.03.	Individual Rights of Trustee	35
Section 7.04.	Trustee’s Disclaimer	36
Section 7.05.	Notice of Default	36
Section 7.06.	Reports by Trustee to Holders	36
Section 7.07.	Compensation and Indemnity	36
Section 7.08.	Replacement of Trustee	37
Section 7.09.	Successor Trustee by Merger	38
Section 7.10.	Eligibility	38
Section 7.11.	Money Held in Trust	38

ARTICLE 8 Defeasance and Discharge		39

Section 8.01.	Discharge of Company’s Obligations	39
Section 8.02.	Legal Defeasance	40
Section 8.03.	Covenant Defeasance	41
Section 8.04.	Application of Trust Money	41
Section 8.05.	Repayment of Moneys Held by Paying Agent	41
Section 8.06.	Return of Moneys Held by Trustee and Paying Agent Unclaimed for Two Years	41
Section 8.07.	Reinstatement	42

ARTICLE 9 Amendments		42

Section 9.01.	Supplemental Indentures Without Consent of Holders	42
Section 9.02.	Supplemental Indentures with Consent of Holders	43
Section 9.03.	Execution of Supplemental Indentures	45
Section 9.04.	Effect of Supplemental Indentures	45
Section 9.05.	Conformity with Trust Indenture Act	45

iii

Section 9.06.	Payments for Consents	45
Section 9.07.	Reference in Securities to Supplemental Indentures	45

INDENTURE, dated as of June 6, 2019, between Flex Ltd., a Singapore registered public company limited by shares and having company registration no. 199002645H, acting (subject to Section 1.17 hereof) through its Bermuda branch, as Issuer (as more fully set forth in Section 1.01, the “ Company ”), having a principal place of business from which it conducts operations in accordance with its permit located at 16 Par-la-Ville Road, Hamilton HM08 Bermuda, and U.S. Bank National Association, a national banking association duly organized under the laws of the United States of America, as Trustee (the “ Trustee ”).

RECITALS OF THE COMPANY

WHEREAS, for its lawful corporate purposes, the Company has duly authorized the execution and delivery of the Indenture to provide for the issuance of unsecured debt securities in one or more series (the “ Securities ”) up to such principal amount or amounts as may from time to time be authorized in accordance with the terms of this Indenture and to provide, among other things, for the authentication, delivery and administration thereof;

WHEREAS, all things necessary to make this Indenture a valid indenture and agreement according to its terms have been done; and

WHEREAS, the Indenture is subject to, and will be governed by, the provisions of the Trust Indenture Act of 1939, as amended (the “ Trust Indenture Act ”) that are required to be a part of and govern indentures qualified under the Trust Indenture Act.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the purchases of the Securities by the Holders thereof, it is mutually covenanted and agreed, for the benefit of the Company and the equal and proportionate benefit of all Holders of the Securities, as follows:

ARTICLE 1
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.01. Definitions . For all purposes of this Indenture, except as otherwise expressly provided herein or in any indenture supplemental hereto or unless the context otherwise requires:

(i) the terms defined in this Article 1 have the meanings assigned to them in this Article and include the plural as well as the singular;

(ii) all other terms used herein that are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein; and

(iii) the words “herein,” “hereof’ and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision.

“ Act ,” when used with respect to any Holder, has the meaning specified in Section 1.04.

“ Affiliate ” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”) with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

“ Agent Members ” means members of, or participants in, the Depositary, Euroclear or Clearstream.

“ Authenticating Agent” means an authenticating agent with respect to any of the series of Securities appointed with respect to all or any series of the Securities by the Trustee pursuant to Section 2.12.

“ Board of Directors ” means the board of directors or comparable governing body of the Company, or any committee thereof duly authorized to act on its behalf.

“ Business Day ” means 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.

“ Clearstream ” means Clearstream Banking, société anonyme, Luxembourg (formerly Cedel Bank, société anonyme), and any successor thereto.

“ Commission ” means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time.

“ Company ” means the Person named as the “Company” in the first paragraph of this instrument until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor Person.

“ Company Order ” means a written request or order signed in the name of the Company by any of its Chairman of the Board, its Chief Executive Officer, its President, any Vice President, its Chief Financial Officer, its Treasurer, its Controller, an Assistant Treasurer, its Secretary, an Assistant Secretary or any other officer or authorized representative or signatory of the Company designated from time to time by its Board of Directors, and delivered to the Trustee.

“ Corporate Trust Office ” means the office of the Trustee at which the Indenture is principally administered, which at the date of the Indenture is located at 633 West Fifth Street, Los Angeles, CA 90071, Attn: P. Oswald (Flex Ltd. Base Indenture).

“ corporation ” means a corporation, association, company, joint-stock company, business trust or other business entity.

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

“ Depositary ” means The Depository Trust Company until a successor Depositary shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Depositary” shall mean such successor Depositary; provided that, for the avoidance of doubt, the Company may appoint different Depositaries under this Indenture with respect to separate series of Securities issued hereunder.

“ Euroclear ” means the Euroclear Clearance System and any successor thereto.

“ Event of Default ” has the meaning specified in Section 6.01.

“ Exchange Act ” means the U.S. Securities Exchange Act of 1934, as amended, from time to time and the rules and regulations of the Commission promulgated thereunder.

“ Global Security ” means a Security in global form registered in the Securities Register in the name of a Depositary or a nominee thereof.

“Governmental Obligations” means notes which are (i) direct obligations of the United States of America (“ 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.

“ Holder ” means a Person in whose name a Security is registered in the Securities Register.

“ Indenture ” means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this instrument and any such supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this instrument and any such supplemental indenture with respect to one or more series of Securities, respectively. The term “Indenture” shall also include the terms of particular series of Securities established as contemplated by Section 2.01.

“Interest Payment Date” , when used with respect to any installment of interest on a Security of a particular series, means the date specified in such Security or in an Officer’s

Certificate or in an indenture supplemental hereto with respect to such series as the fixed date on which an installment of interest with respect to Securities of that series is due and payable.

“ Notice of Default ” has the meaning specified in Section 6.01.

“ Officer’s Certificate ” means a certificate signed on behalf of the Company by any of its Chairman of the Board, its Chief Executive Officer, its President, any Vice President, its Chief Financial Officer, its Treasurer, its Controller, an Assistant Treasurer, its Secretary, an Assistant Secretary or any other officer or authorized representative or signatory of the Company designated from time to time by its Board of Directors.

“ Opinion of Counsel ” means a written opinion of counsel, who may be external or in-house counsel for the Company, and who shall be reasonably acceptable to the Trustee.

“ Original Issue Discount Security ” means any Security that provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the maturity thereof pursuant to Section 6.01.

“ Outstanding ” when used with respect to Securities, means, as of the date of determination, all Securities theretofore authenticated and delivered under this Indenture, except:

(i) Securities theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;

(ii) Securities, or portions thereof, for whose payment, repurchase price upon any required repurchase or redemption money or Governmental Obligations in the necessary amount has been theretofore deposited with the Trustee or any paying agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own paying agent) for the Holders of such Securities; provided , that if such Securities (or portions thereof) are to be redeemed or repurchased at the option of Holders prior to the maturity thereof, notice of such redemption or required repurchase shall have been given to the Holders as provided herein or in any indenture supplemental hereto; and

(iii) Securities that have been paid or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture;

provided, however , that, in determining whether the Holders of the requisite principal amount of Outstanding Securities of any or all series have given any request, demand, authorization, direction, notice, consent or waiver hereunder, (i) the principal amount of an Original Issue Discount Security that shall be deemed to be Outstanding for such purposes shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon a declaration of acceleration of the maturity thereof pursuant to Section 6.01 and (ii) Securities which are owned by the Company or any other obligor on the Securities with respect to which such determination is being made or by any Affiliate of the Company shall be disregarded and deemed not to be Outstanding for the purpose of any such determination, except that for the purpose of determining whether the Trustee shall be protected in relying on any request, demand, authorization,

direction, notice, consent or waiver, only Securities which a Responsible Officer of the Trustee actually knows are so owned, or has received written notice from the Company that such Securities are so owned, shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the Company or such Affiliate delivers an Officer’s Certificate to the Trustee certifying as to the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company or any other obligor upon the Securities or any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any other obligor on the Securities.

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

“ principal ” whenever used with reference to the Securities or any Security or any portion thereof, shall be deemed to include “and premium, if any”.

“ record date ” has the meaning specified in Section 2.07.

“ Responsible Officer ” means, when used with respect to the Trustee, any officer within the Corporate Trust Office of the Trustee who has direct responsibility for the administration of this Indenture, and shall also mean any other officer of the Trustee to whom any corporate trust matter relating to this Indenture is referred because of such person’s knowledge of and familiarity with the particular subject matter.

“ Security ” or “ Securities ” has the meaning specified in the first paragraph of the Recitals of the Company in this Indenture or, as the case may be, Securities that have been authenticated and delivered under this Indenture.

“ Securities Act ” means the U.S. Securities Act of 1933, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder.

“ Securities Register ” has the meaning specified in Section 2.08.

“ Securities Registrar ” means a Person engaged to maintain the Securities Register.

“Subject Country ” has the meaning specified in Section 4.02.

“ Subject Transaction ” has the meaning specified in Section 4.02.

“ Successor Entity ” has the meaning specified in Section 4.02.

“ Trust Indenture Act ” has the meaning specified in the recitals to this Indenture.

“ Trustee ” means the Person named as the “ Trustee ” in the first paragraph of this instrument and any successor Trustee pursuant to the applicable provisions of this Indenture, and thereafter “ Trustee ” shall mean or include each Person who is then a Trustee hereunder, and if at

any time there is more than one such Person, “ Trustee ” as used with respect to the Securities of any series will mean the Trustee with respect to Securities of that series.

“ Vice President ,” when used with respect to the Company or the Trustee, means any vice president, whether or not designated by a number or a word or words added before or after the title “vice president”.

Section 1.02. Compliance Certificates and Opinions . Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee such certificates and opinions as may be required under the Trust Indenture Act. Each such certificate or opinion shall be given in the form of an Officer’s Certificate, if to be given by an officer or authorized representative or signatory of the Company, or an Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of this Indenture and the Trust Indenture Act and any other requirement set forth in this Indenture.

Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

(a) a statement that each person signing the certificate or opinion has read the covenant or condition and the related definitions;

(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(c) a statement that, in the opinion of each such person, such individual has made such examination or investigation as is necessary to enable such person to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(d) a statement as to whether, in the opinion of each such person, such condition or covenant has been complied with.

Section 1.03. Form of Documents Delivered to Trustee . In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

Any certificate or opinion of an officer or authorized representative or signatory of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel. Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers, or other authorized representative or representatives or signatory or signatories, of the Company or certificates of public officials.

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Section 1.04. Acts of Holders; Record Dates . (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders of a specified percentage in principal amount of any or all series of Outstanding Securities may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by the Holders of such specified percentage in person or by agent duly appointed in writing and delivered to the Trustee, and such action shall become effective pursuant to the provisions of the Indenture. The Trustee may make reasonable rules for action by or at a meeting of Holders, which will be binding on all the Holders. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as an “ Act ” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 7.01) conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section 1.04.

(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signor acting in a capacity other than his or her individual capacity, such certificate or affidavit shall also constitute sufficient proof of his or her authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee reasonably deems sufficient.

(c) The Company may, but is not obligated to, fix a record date (which need not be within the time limits otherwise prescribed by Trust Indenture Act Section 316(c)) for the purpose of determining the Holders entitled to give or take any request, demand, authorization, direction, notice, consent, waiver or other action, or to vote on any action, authorized or permitted to be given or taken by Holders. If a record date is fixed, those Persons that were Holders at such record date and only those Persons will be entitled to act, or to revoke any previous act, whether or not those Persons continue to be Holders after the record date.

(d) The ownership of Securities shall be proved by the Securities Register.

(e) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security of a series shall bind every future Holder of the same Security and the Holder of every such Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company in reliance thereon, whether or not notation of such action is made upon such Security.

Section 1.05. Notices, Etc., to Trustee and Company . (a) Any notice or communication to the Company will be deemed given if in writing (i) when delivered in person or (ii) five days

after mailing when mailed by first class mail, or (iii) when sent by facsimile transmission, with transmission confirmed. Any notice to the Trustee will be effective only upon receipt by a Responsible Officer. In each case the notice or communication should be addressed as follows :

if to the Company :

Flex Ltd.
6201 America Center Drive

San Jose, CA 95002

United States of America

Attention: General Counsel

Facsimile: (408) 935-8147

if to the Trustee :

U.S. Bank National Association
Corporate Trust Services

633 West Fifth Street, 24 th Floor

Los Angeles, CA 90071

Attention: P. Oswald (Flex Ltd. Base Indenture)

Facsimile: (213) 615-6197

The Company or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications .

Section 1.06. Notice to Holders; Waiver . Except as otherwise expressly provided with respect to published notices, any notice or communication to a Holder will be deemed given when mailed to the Holder at its address as it appears on the Securities Register by first class mail or, as to any Global Security registered in the name of the Depositary or its nominee, by electronic means in accordance with the Depositary’s operational procedures. Copies of any notice or communication to a Holder, if given by the Company, will be provided to the Trustee by mail or e-mail (PDF) or facsimile transmission at the same time. Defect in mailing a notice or communication to any particular Holder will not affect its sufficiency with respect to other Holders. Where the Indenture provides for notice, the notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and the waiver will be the equivalent of the notice. Waivers of notice by Holders must be filed with the Trustee, but such filing is not a condition precedent to the validity of any action taken in reliance upon such waivers.

In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.

The Trustee may accept and act upon instructions or directions pursuant to this Indenture sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods from an authorized representative of the party providing such instructions or directions. If the

party elects to give the Trustee e-mail (PDF) or facsimile instructions (or instructions by a similar electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee’s understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The party providing electronic instructions agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk or interception and misuse by third parties.

Section 1.07. Trust Indenture Act . The Indenture shall incorporate and be governed by the provisions of the Trust Indenture Act that are required to be part of and to govern indentures qualified under the Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act that is required hereunder to be a part of and govern this Indenture with respect to one or more series of Securities, the latter provision shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded with respect to a series of Securities, the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be.

Section 1.08. Effect of Headings and Table of Contents . The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof, and all Article and Section references are to Articles and Sections, respectively, of this Indenture unless otherwise expressly stated.

Section 1.09. Successors and Assigns . All covenants and agreements in this Indenture by the Company shall bind its successors and assigns, whether so expressed or not. All agreements of the Trustee in the Indenture will bind its successors.

Section 1.10. Severability Clause . In case any provision in this Indenture or in the Securities of any series shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Indenture and such Securities shall not in any way be affected or impaired thereby.

Section 1.11. Benefits of Indenture . Nothing in this Indenture or in the Securities, express or implied, shall give to any Person, other than the parties hereto and their respective successors hereunder and the Holders of Securities, any benefit or any legal or equitable right, remedy or claim under this Indenture.

Section 1.12. Governing Law; Submission to Jurisdiction . The Indenture and the Securities shall be governed by, and construed in accordance with, the laws of the State of New York. To the fullest extent permitted by applicable law, the Company hereby irrevocably submits to the jurisdiction of any Federal or State court located in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Indenture or any Securities and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. The Company irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in such a court and any claim that any suit, action

or proceeding brought in such a court has been brought in an inconvenient forum. The Company agrees that final judgment in any such suit, action or proceeding brought in such a court may be enforced in the courts of any jurisdiction to which the Company is subject by a suit upon such judgment, provided , that service of process is effected upon the Company in the manner specified in an indenture supplemental hereto or as otherwise permitted by law. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, executor or otherwise) with respect to itself or its property, the Company hereby irrevocably waives such immunity in respect of its obligations under this Indenture, to the extent permitted by law.

Section 1.13. Waiver of Right to Trial by Jury . EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE INDENTURE, THE SECURITIES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 1.14. No Liability of Directors, Officers, Employees, Incorporators, Members and Stockholders . No director, officer, employee, incorporator, member or stockholder of the Company, as such, will have any liability for any obligations of the Company under the Securities or the Indenture or for any claim based on, in respect of, or by reason of, such obligations. Each Holder by accepting a Security waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Securities.

Section 1.15. Counterparts . This Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

Section 1.16. Payment Date Other Than a Business Day . If any payment with respect to a payment of any principal of, premium, if any, or interest on any Security (including any payment to be made on any date fixed for redemption or purchase of any Security) is due on a day which is not a Business Day, then the payment need not be made on such date, but may be made on the next Business Day with the same force and effect as if made on such date, and no interest will accrue for the intervening period.

Section 1.17. Bermuda Branch; Full Recourse Obligations . Notwithstanding anything to the contrary contained herein, all payments for the account of the Company with respect to the Securities shall be made to or incurred by the Company at its Bermuda branch with a principal place of business from which it conducts operations in accordance with its permit located at 16 Par-la-Ville Road, Hamilton, HM08 Bermuda and all payments of principal and interest with respect to the Securities by, and other obligations of, the Company will be incurred by the Company through its Bermuda branch; provided, that, notwithstanding the foregoing, the Company acknowledges and agrees that its obligations hereunder and under the Securities are

full recourse to Flex Ltd., a company incorporated in Singapore, and are in no manner limited to any extent to any branch thereof and shall in no manner impair the Trustee’s or any Holder’s ability to enforce or collect any obligation from the Company .

Section 1.18. Force Majeure . In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts that are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

Section 1.19. USA PATRIOT Act . The parties hereto acknowledge that in accordance with Section 326 of the USA PATRIOT Act, the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The parties to this Indenture agree that they will provide the Trustee with such information as it may request in order for the Trustee to satisfy the requirements of the USA PATRIOT Act.

ARTICLE 2
THE SECURITIES

Section 2.01. Forms Generally . The Securities of each series and the Trustee’s certificate of authentication to be borne by such Securities shall be substantially in such form (not inconsistent with this Indenture) as shall be established and set forth in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted or otherwise reproduced thereon such legends, notations or endorsements as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any rules of any securities exchange or to conform to general usage, all as may be determined by the officer, representative or signatory executing such Securities, as evidenced by such officer’s, representative’s or signatory’s execution of the Securities.

The definitive Securities shall be printed, lithographed, typewritten or otherwise reproduced, all as determined by the officer, authorized representative or signatory executing such Securities, as evidenced by the execution of such Securities by such the officer, authorized representative or signatory.

Section 2.02. [Intentionally Omitted] .

Section 2.03. Amount Unlimited; Issuable in Series . Subject to compliance with this Section 2.03, the aggregate principal amount of Securities that may be authenticated and delivered under this Indenture is unlimited.

The Securities may be issued in one or more series. There shall be established in one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series:

(a) the title of the Securities of the series (which shall distinguish the Securities of the series from all other Securities) and ranking (including the terms of any subordination provisions) of the series;

(b) any limit upon the aggregate principal amount of the Securities of the series that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 2.08, Section 2.09, Section 2.11 or Section 5.03);

(d) the rate or rates at which the Securities of the series shall bear interest, if any, or the method by which such rate shall be determined, the date or dates from which such interest shall accrue, the Interest Payment Dates on which such interest shall be payable and the record dates for the determination of Holders to whom interest is payable on such Interest Payment Dates;

(e) the right, if any, to extend the interest payment periods and the duration of such extension;

(f) the place or places where the principal of and any interest on Securities of the series shall be payable (if other than as provided in Section 3.02);

(g) the price or prices at which, the period or periods within which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company;

(h) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series at the option of a Holder thereof pursuant to any sinking fund or otherwise and the price or prices at which and the period or periods within which and the terms and conditions upon which Securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;

(i) if other than minimum denominations of $2,000 and any integral multiple of $1,000 in excess thereof, the denominations in which Securities of the series shall be issuable;

(j) the percentage of the principal amount at which the Securities will be issued, and, if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.01 or provable in bankruptcy pursuant to Section 6.02;

(k) whether the Securities are issuable under Rule 144A, Regulation S or any other exemption under the Securities Act and, in such case, any provisions unique to such form of issuance including any transfer restrictions or exchange and registration rights;

(l) whether the Securities are issuable as one or more Global Securities and, in such case, the identity of the Depositary for such series;

(m) any deletion from, modification of or addition to the Events of Default or covenants provided for with respect to the Securities of such series;

(n) any provisions granting special rights to Holders when a specified event occurs;

(o) whether and under what circumstances the Company will pay additional amounts on the Securities of the series held by a Person who is not a U.S. Person (within the meaning of Regulation S under the Securities Act) in respect of any tax, assessment or governmental charge withheld or deducted and, if so, whether the Company will have the option to redeem the Securities of the series rather than pay such additional amounts;

(p) any special tax implications of the Securities, including provisions for Original Issue Discount Securities;

(q) any trustees, authenticating or paying agents, transfer agents or registrars or any other agents with respect to the Securities of such series;

(r) any guarantor or co-issuer of the Securities of such series;

(s) any special interest premium or other premium;

(t) whether the Securities are convertible or exchangeable into, cash, ordinary shares or other equity securities or other assets or property of the Company or a combination thereof and the terms and conditions upon which such conversion or exchange shall be effected;

(u) the currency in which payments shall be made, if other than U.S. dollars;

(v) any provision of the Securities that would determine payments on the Securities by reference to an index or a formula;

(w) if the principal amount to be paid at the fixed maturity of such series is not determinable as of one or more dates prior to such fixed maturity, the amount that will be deemed to be the principal amount as of any such date for any such purpose;

(x) any additional provisions relating to the defeasance or discharge of the Securities of the series for purposes of Article 8; and

(y) any and all other terms of the series (which terms shall not be inconsistent with the provisions of the Indenture) including any terms which may be required by or advisable under U.S. law or regulations or advisable in connection with the marketing of Securities in such series.

All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be set forth in any indenture supplemental hereto. The Company may, without notice to or the consent of the Holders, increase the principal amount of the

Securities of any series by issuing additional Securities of the same series in the future on the same terms and conditions as the Securities of such series, except for any differences in the issue price and, if applicable, the initial interest accrual date and interest payment date; provided , that if the additional Securities are not fungible with the Securities of such series for U.S. federal income tax purposes, such additional Securities will have one or more separate CUSIP numbers. Whether or not such additional Securities are so fungible, the Securities of any series and any additional Securities of such series the Company may issue in the future will be treated as a single series for all other purposes under this Indenture, including for purposes of determining whether the required percentage of the Holders of record of the Securities of such series has given approval or consent to an amendment or waiver or joined in directing the Trustee to take certain actions on behalf of all Holders of the Securities of such series.

There shall be established in one or more indentures supplemental hereto, prior to the issuance of any additional Securities of any series:

(i) the aggregate principal amount of such additional Securities to be authenticated and delivered pursuant to this Indenture;

(ii) the issue price, the issue date and the CUSIP numbers, if any, of such additional Securities and, to the extent applicable, the date from which interest shall accrue on, and the initial Interest Payment Date for, such additional Securities; and

(iii) whether such additional Securities shall be transfer restricted Securities or have any registration or exchange rights.

Section 2.04. Authentication and Delivery of Securities . At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order. The Trustee, in accordance with such Company Order, shall authenticate and deliver such Securities.

Prior to the initial issuance of Securities of any series, in authenticating such Securities and accepting the additional responsibilities under the Indenture in relation to such Securities, the Trustee shall be entitled to receive and (subject to Section 7.01) shall be fully protected in relying upon:

(a) any executed supplemental indenture establishing or setting forth the form and terms of the Securities as required pursuant to Section 2.01 and Section 2.03, respectively, and

(b) an Opinion of Counsel, prepared in accordance with Section 1.02, to the effect that

(i) the form or forms and terms of such Securities have been established by a supplemental indenture as permitted by Section 2.01 and Section 2.03 in conformity with the provisions of this Indenture; and

(ii) such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such

Opinion of Counsel, will constitute valid and binding obligations of the Company entitled to the benefits of this Indenture, and enforceable against the Company in accordance with their terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws now or hereafter in effect relating to creditors’ rights generally, and general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).

Section 2.05. Execution of Securities . The Securities shall be signed in the name of the Company by any one of its Chairman of the Board, its Chief Executive Officer, its Chief Financial Officer, its President, its Treasurer, one of its Vice Presidents or any other officer or authorized representative or signatory of the Company designated from time to time by its Board of Directors. Such signature may be the manual or facsimile signature of the present or any future such officer. Typographical and other minor errors or defects in any such signature shall not affect the validity or enforceability of any Security that has been duly authenticated and delivered by the Trustee.

In case any officer or authorized representative or signatory of the Company who shall have signed any of the Securities shall cease to be such officer, representative or signatory before the Security so signed shall be authenticated and delivered by the Trustee or disposed of by the Company, such Security nevertheless may be authenticated and delivered or disposed of as though the person who signed such Security had not ceased to be such officer, representative or signatory of the Company; and any Security may be signed on behalf of the Company by such person as, at the actual date of the execution of such Security, shall be the proper officer, representative or signatory of the Company, although at the date of the execution and delivery of this Indenture any such person was not such an officer, representative or signatory.

Section 2.06. Certificate of Authentication . Only such Securities as shall bear thereon a certificate of authentication, executed by the Trustee by the manual signature of one of its authorized signatories, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this Indenture.

Section 2.07. Denomination and Date of Securities; Payments of Interest . The Securities shall be issuable as registered securities without coupons and in denominations as shall be specified as contemplated by Section 2.03. In the absence of any such specification with respect to the Securities of any series, the Securities of such series shall be issuable in minimum denominations of $2,000 in principal amount and integral multiples of $1,000 in excess thereof. The Securities shall be numbered, lettered, or otherwise distinguished in such manner or in accordance with such plan as the officer, representative or signatory of the Company executing the same may determine as evidenced by the execution and authentication thereof.

The principal of and the interest on the Securities of any series shall be payable in the coin or currency of the United States of America that at the time is legal tender for public and private debt, at the office or agency of the Company maintained for that purpose.

Each Security shall be dated the date of its authentication, shall bear interest, if any, from the date and shall be payable on the dates, in each case, established as contemplated by Section 2.03.

Except as otherwise provided pursuant to Section 2.03, the Person in whose name any Security of any series is registered at the close of business on any record date applicable to a particular series with respect to any Interest Payment Date for such series shall be entitled to receive the interest, if any, payable on such Interest Payment Date notwithstanding any transfer or exchange of such Security subsequent to the record date and prior to such Interest Payment Date, except if and to the extent the Company shall default in the payment of the interest due on such Interest Payment Date for such series, in which case such defaulted interest shall be paid to the Persons in whose names Outstanding Securities for such series are registered at the close of business on a subsequent special record date (which shall be not less than five Business Days prior to the date of payment of such defaulted interest) established by notice given by mail by or on behalf of the Company to the Holders not less than 15 days preceding such subsequent special record date. The term “ record date ” as used with respect to any Interest Payment Date (except a date for payment of defaulted interest) shall mean the date specified as such in the terms of the Securities of any particular series, or, if no such date is so specified, if such Interest Payment Date is the first day of a calendar month, the fifteenth day of the next preceding calendar month or, if such Interest Payment Date is the fifteenth day of a calendar month, the first day of such calendar month, whether or not such record date is a Business Day.

Section 2.08. Registration, Transfer and Exchange . The Company may appoint one or more Securities Registrars. The Company initially appoints the Trustee as Securities Registrar. The Company will keep or cause to be kept at one of the offices or agencies to be maintained for the purpose as provided in Section 3.02 a register (the “ Securities Register ”) in which, subject to such reasonable regulations as it may prescribe, it will register, and will register the transfer of, Securities as in this Article provided. The Securities Register shall be in written form in the English language or in any other form capable of being converted into such form within a reasonable time. At all reasonable times the Securities Register shall be open for inspection by the Trustee.

Upon due presentation for registration of transfer of any Security of any series at any such office or agency to be maintained for the purpose as provided in Section 3.02, and upon satisfaction by the transferor and the transferee of the requirements and conditions established in or pursuant to the Indenture, the Company shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Security or Securities of the same series in authorized denominations for a like aggregate principal amount.

Any Security or Securities of any series may be exchanged for a Security or Securities of the same series in other authorized denominations, in an equal aggregate principal amount. Securities of any series to be exchanged shall be surrendered at any office or agency to be maintained by the Company for the purpose as provided in Section 3.02 and, upon satisfaction by the Holder making the exchange of the requirements and conditions established in or pursuant to the Indenture, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor the Security or Securities of the same series which the Holder making the exchange shall be entitled to receive, bearing numbers not contemporaneously Outstanding.

All Securities presented for registration of transfer, exchange, redemption or payment shall (if so required by the Company or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder or his attorney duly authorized in writing, together with signature guarantees for such Holder or attorney.

The Company or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any exchange or registration of transfer of Securities. No service charge shall be made for any such transaction.

Neither the Company nor the Trustee shall be required to exchange or register a transfer of (a) any Securities of any series for a period of 15 days preceding the selection of Securities of such series to be redeemed or purchased pursuant to any required offer to purchase the notes, (b) any Securities selected, called or being called for redemption except, in the case of any Security where such Security is to be redeemed in part, the portion thereof not so to be redeemed or (c) if a redemption is to occur after a record date but on or before the corresponding interest payment date, any Securities on or after the record date and before the date of redemption.

In addition to the transfer requirements provided in this Section 2.08, any Security or Securities will be subject to such further transfer restrictions as may be contained in an indenture supplemental hereto applicable to such series of Securities.

The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or beneficial owners of interests in any Global Security or definitive Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

All Securities issued upon any registration of transfer or exchange of Securities shall be valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under the Indenture, as the Securities surrendered upon such transfer or exchange.

Section 2.09. Mutilated, Defaced, Destroyed, Lost and Stolen Securities . In case any temporary or definitive Security shall become mutilated, defaced or be destroyed, lost or stolen, the Company in its discretion may execute, and upon the receipt of a Company Order, the Trustee shall authenticate and deliver, a new Security of the same series, bearing a number not contemporaneously Outstanding, in exchange and substitution for the mutilated or defaced Security, or in lieu of and substitution for the Security so destroyed, lost or stolen. In every case the applicant for a substitute Security shall furnish to the Company and to the Trustee and any agent of the Company or the Trustee such security or indemnity as may be required by them to indemnify and defend and to save each of them harmless and, in every case of destruction, loss or theft, evidence to their satisfaction of the destruction, loss or theft of such Security and of the ownership thereof.

Upon the issuance of any substitute Security, the Company or the Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. In case any Security, which has matured or is about to mature or has been called for redemption in full or has otherwise become or is about to become due and payable, shall become mutilated or defaced or be destroyed, lost or stolen, the Company may instead of issuing a substitute Security, pay or authorize the payment of the same (without surrender thereof except in the case of a mutilated or defaced Security), if the applicant for such payment shall furnish to the Company and to the Trustee and any agent of the Company or the Trustee such security or indemnity as any of them may require to save each of them harmless, and, in every case of destruction, loss or theft, the applicant shall also furnish to the Company and the Trustee and any agent of the Company or the Trustee evidence to their satisfaction of the destruction, loss or theft of such Security and of the ownership thereof.

Every substitute Security of any series issued pursuant to the provisions of this section by virtue of the fact that any such Security is destroyed, lost or stolen shall constitute an additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone and shall be entitled to all the benefits of (but shall be subject to all the limitations of rights set forth in) this Indenture equally and proportionately with any and all other Securities of such series duly authenticated and delivered hereunder. All Securities shall be held and owned upon the express condition that, to the extent permitted by law, the foregoing provisions are exclusive with respect to the replacement or payment of mutilated, defaced or destroyed, lost or stolen Securities and shall preclude any and all other rights or remedies notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement or payment of negotiable instruments or other securities without their surrender.

Section 2.10. Cancellation of Securities; Destruction Thereof . The Company at any time may deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee for cancellation any Securities previously authenticated hereunder which the Company has not issued and sold. Any Securities Registrar or paying agent will forward to the Trustee any Securities surrendered to it for transfer, exchange or payment. The Trustee will cancel all Securities surrendered for transfer, exchange, payment or cancellation and dispose of them in accordance with its normal procedures upon the written instructions of the Company, and will provide confirmation of such cancellation or disposition to the Company upon the Company’s written request. The Company may not issue new Securities to replace Securities it has paid in full or delivered to the Trustee for cancellation.

Section 2.11. Temporary Securities . Pending the preparation of definitive Securities for any series, the Company may execute and the Trustee shall authenticate and deliver temporary Securities for such series (printed, lithographed, typewritten or otherwise reproduced). Temporary Securities of any series shall be issuable as registered Securities without coupons, of any authorized denomination, and substantially in the form of the definitive Securities of such series but with such omissions, insertions and variations as may be appropriate for temporary Securities, all as may be determined by the officer or authorized signatory executing the temporary Securities, as evidenced by the execution of the temporary Securities. Temporary

Securities may contain such reference to any provisions of the Indenture as may be appropriate. Every temporary Security shall be executed by the Company and be authenticated by the Trustee upon the same conditions and in substantially the same manner, and with like effect, as the definitive Securities. Without unreasonable delay the Company shall cause definitive Securities of such series to be prepared and thereupon temporary Securities of such series may be surrendered in exchange therefor without charge at each office or agency to be maintained by the Company for that purpose pursuant to Section 3.02, and the Company will execute and the Trustee will authenticate and deliver in exchange for such temporary Securities of such series a like aggregate principal amount of definitive Securities of the same series in authorized denominations. Until so exchanged, the temporary Securities of any series shall be entitled to the same benefits under the Indenture as definitive Securities of such series.

Section 2.12. Authenticating Agent . So long as any of the Securities of any series remain Outstanding there may be an Authenticating Agent for any or all such series of Securities which the Trustee shall have the right to appoint. Said Authenticating Agent shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon exchange, transfer or partial redemption thereof, and Securities so authenticated shall be entitled to the benefits of the Indenture and shall be valid and binding for all purposes as if authenticated by the Trustee hereunder. All references in this Indenture to the authentication of Securities by the Trustee shall be deemed to include authentication by an Authenticating Agent for such series. Each Authenticating Agent shall be acceptable to the Company and shall be a corporation that has a combined capital and surplus, as most recently reported or determined by it, sufficient under the laws of any jurisdiction under which it is organized or in which it is doing business to conduct a trust business, and that is otherwise authorized under such laws to conduct such business and is subject to supervision or examination by Federal or State authorities. If at any time any Authenticating Agent shall cease to be eligible in accordance with these provisions, it shall resign immediately. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time (and upon written request by the Company shall) terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Company. Upon resignation, termination or cessation of eligibility of any Authenticating Agent, the Trustee may appoint an eligible successor Authenticating Agent acceptable to the Company. Any successor Authenticating Agent, upon acceptance of its appointment hereunder, shall become vested with all the rights, powers and duties of its predecessor hereunder as if originally named as an Authenticating Agent pursuant hereto.

Section 2.13. Global Securities . If the Company shall establish pursuant to Section 2.03 that the Securities of a particular series are to be issued as a Global Security, then the Company shall execute and the Trustee shall, in accordance with Section 2.04, authenticate and deliver, a Global Security that shall (iv) represent, and be issued in a denomination or aggregate denominations equal to the aggregate principal amount of all the Securities to be represented by a Global Security, (v) be registered in the name of the Depositary or its nominee, (vi) be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction and (vii) bear a legend substantially to the following effect: “Except as otherwise provided in Section 2.13 of the Indenture, this Security may be transferred, in whole but not in part, only to the Depositary, to another nominee of the Depositary or to a successor Depositary or to a nominee of such successor Depositary.”

Notwithstanding the provisions of Section 2.08, the Global Security of a series may be transferred, in whole but not in part and in the manner provided in Section 2.08, only to the Depositary for such series, to another nominee of the Depositary for such series or to a successor Depositary for such series selected or approved by the Company or to a nominee of such successor Depositary.

Ownership of beneficial interests in a registered Global Security will be limited to Agent Members that have accounts with the Depositary or Persons that may hold interests through Agent Members. Upon the issuance of a registered Global Security, the Depositary will credit, on its book-entry registration and transfer system, the Agent Members’ accounts with the respective principal or face amounts of the Securities beneficially owned by the Agent Members. Any dealers, underwriters, initial purchasers or agents participating in the distribution of the Securities will designate the accounts to be credited. Ownership of beneficial interests in a registered Global Security will be shown on, and the transfer of ownership interests will be effected only through, records maintained by the Depositary, with respect to interests of Agent Members, and on the records of Agent Members, with respect to interests of Persons holding through Agent Members.

So long as the Depositary, or its nominee, is the registered owner of a registered Global Security, that Depositary or its nominee, as the case may be, will be considered the sole owner or Holder of the Securities represented by the registered Global Security for all purposes under the Indenture. Except as described in this Section 2.13, owners of beneficial interests in a registered Global Security will not be entitled to have the Securities represented by the registered Global Security registered in their names, will not receive or be entitled to receive physical delivery of the Securities in definitive form and will not be considered the owners or Holders of the Securities under the Indenture. Accordingly, each Person owning a beneficial interest in a registered Global Security must rely on the procedures of the Depositary for that registered Global Security and, if that Person is not an Agent Member, on the procedures of the Agent Member through which the Person owns its interest, to exercise any rights of a Holder under the Indenture. Notwithstanding the foregoing, the Depositary or its nominee may grant proxies and otherwise authorize any Person (including any Agent Member and any Person that holds a beneficial interest in a Global Security through an Agent Member) to take any action which a Holder is entitled to take under the Indenture or the Securities, and nothing herein will impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Security.

Principal and interest payments on Securities represented by a Global Security registered in the name of the Depositary or its nominee will be made to the Depositary or its nominee, as the case may be, as the registered owner of the registered Global Security. None of the Company, the Trustee or any other agent of the Company, or any agent of the Trustee will have any responsibility or liability for any aspect of the records relating to payments made on account of beneficial ownership interests in the registered Global Security or for maintaining, supervising or reviewing any records relating to those beneficial ownership interests.

If (i) at any time the Depositary for a series of the Securities notifies the Company that it is unwilling or unable to continue as Depositary for such series or that it is no longer registered or in good standing under the Exchange Act, or other applicable statute or regulation, and a

successor Depositary for such series is not appointed by the Company within 90 days after the Company receives such notice, or (ii) an Event of Default has occurred and is continuing and the Trustee has received a request from the Depositary, this Section 2.13 shall no longer be applicable to the Securities of such series and the Company will execute, and subject to Section 2.08, the Trustee will authenticate and deliver the Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Security of such series in exchange for such Global Security. In addition, the Company may, subject to the procedures of the Depositary, at any time determine that the Securities of any series shall no longer be represented by a Global Security and that the provisions of this Section 2.13 shall no longer apply to the Securities of such series. In such event the Company will execute and subject to Section 2.08, the Trustee, upon receipt of an Officer’s Certificate evidencing such determination by the Company, will authenticate and deliver the Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Security of such series in exchange for such Global Security. Upon the exchange of the Global Security for such Securities in definitive registered form without coupons, in authorized denominations, the Global Security shall be cancelled by the Trustee. Such Securities in definitive registered form issued in exchange for the Global Security pursuant to this Section 2.13 shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect Agent Members or otherwise, shall instruct the Trustee in writing. The Company and the Trustee shall be entitled to conclusively rely on such instructions from the Depositary and shall incur no liability to any Person for any losses or damages arising as a result of any delay in receiving such instructions. The Trustee shall deliver such Securities to the Depositary for delivery to the Persons in whose names such Securities are so registered.

Section 2.14. CUSIP or ISIN Numbers . In issuing the Securities, the Company may use “CUSIP” or “ISIN” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” or “ISIN” numbers in notices of redemption as a convenience to Holders; provided , that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee of any change in the “CUSIP” or “ISIN” numbers.

Section 2.15. Euroclear and Clearstream Procedures Applicable . The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in any Global Security held by Agent Members through Euroclear and Clearstream.

ARTICLE 3
COVENANTS

Section 3.01. Payments of Principal and Interest . (a) The Company covenants and agrees for the benefit of each series of Securities that it will pay or cause to be paid the principal

of, and interest on, each of the Securities of such series at the place or places, at the respective times and in the manner provided in such Securities. The Company agrees to pay interest on overdue principal, and, to the extent lawful, overdue installments of interest at the rate per annum specified in such Securities. Unless otherwise provided in the Securities of any series, not later than 11:00 A.M. (New York City time) on the due date of any principal of, or interest on, any Securities, the Company will deposit with the paying agent moneys in immediately available funds sufficient to pay such amounts; provided , that if the Company or any Affiliate of the Company is acting as paying agent, it will, on or before each due date, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such amounts until paid to such Holders or otherwise disposed of as provided in this Indenture. In each case, unless the paying agent is the Trustee, the Company will promptly notify the Trustee of its compliance with this paragraph.

(a) An installment of principal or interest will be considered paid on the date due if the Trustee (or paying agent, other than the Company or any Affiliate of the Company) holds on that date money designated for and sufficient to pay the installment. If the Company or any Affiliate of the Company acts as paying agent, an installment of principal or interest will be considered paid on the due date only if paid to the Holders.

(b) Payments in respect of the Securities represented by Global Securities are to be made by wire transfer of immediately available funds to the account specified by the Holder of the Global Securities. With respect to any definitive Security, the Company will make all payments by wire transfer of immediately available funds to the accounts specified in writing by the Holders thereof or, if no account is specified at least 15 days prior to the applicable date for such payment, by check mailed to such Holder at its address as it appears in the Securities Register.

Section 3.02. Maintenance of Office or Agency . The Company will maintain in the United States of America, an office or agency where Securities may be surrendered for registration of transfer or exchange or for presentation for payment and where notices and demands to or upon the Company in respect of the Securities and the Indenture may be served. The Company hereby initially designates the Corporate Trust Office of the Trustee as such office of the Company. The Company will give written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails to maintain any such required office or agency or fails to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served to the Trustee; provided that the Corporate Trust Office of the Trustee shall not be an office or agency of the Company for the purpose of service of legal process against the Company.

The Company may also from time to time designate one or more other offices or agencies where the Securities may be surrendered or presented for any of such purposes and may from time to time rescind such designations. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

Section 3.03. Paying Agents . Whenever the Company shall appoint a paying agent other than the Trustee with respect to the Securities of any series, it will cause such paying agent

to execute and deliver to the Trustee an instrument in which such agent shall agree with the Company and the Trustee, subject to the provisions of this Section 3.03,

(a) that it will hold all sums received by it as such agent for the payment of the principal of or interest on the Securities of such series (whether such sums have been paid to it by the Company or by any other obligor on the Securities of such series) in trust for the benefit of the Holders of the Securities of such series or of the Trustee,

(b) that it will give the Trustee notice of any failure by the Company (or by any other obligor on the Securities of such series) to make any payment of the principal of or interest on the Securities of such series when the same shall be due and payable,

(c) that it will pay any such sums so held in trust by it to the Trustee upon the Trustee’s written request at any time during the continuance of the failure referred to in Section 3.03(b) above, and

(d) that it will perform all other duties of paying agent as set forth in this Indenture.

(e) Anything in this Section 3.03 to the contrary notwithstanding, the Company may at any time, for the purpose of obtaining a satisfaction and discharge with respect to one or more or all series of Securities hereunder, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust for any such series by the Company or any paying agent hereunder, as required by this Section 3.03, such sums to be held by the Trustee upon the trusts herein contained.

Anything in this Section 3.03 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this section is subject to the provisions of Section 8.05 and Section 8.06.

Upon any Event of Default under Section 6.01(d) or 6.01(e), the Trustee shall automatically be the paying agent.

Section 3.04. Statement by Officers as to Default . The Company will deliver to the Trustee within 120 days after the end of each fiscal year a certificate from the principal executive, financial or accounting officer of the Company stating that the officer has conducted or supervised a review of the activities of the Company and its performance under the Indenture and that, based upon such review, the Company has fulfilled its obligations hereunder or, if there has been a Default or Event of Default, specifying the Default or Event of Default and the action which the Company proposes to take with respect thereto.

The Company will deliver to the Trustee, as soon as possible and in any event within five calendar days after the Company becomes aware of the occurrence of a Default or Event of Default, an Officer’s Certificate setting forth the details of the Default or Event of Default, and the action which the Company proposes to take with respect thereto.

Section 3.05. Existence . The Company will do or cause to be done all things necessary to preserve and keep in full force and effect its existence and its material rights, licenses and franchises; provided , that the Company is not required to preserve any such right, license or

franchise, if, in the judgment of the Company, the maintenance or preservation thereof is no longer desirable in the conduct of the business of the Company; provided further that this Section does not prohibit any transaction otherwise permitted by Article 4.

Section 3.06. Reports and Delivery of Certain Information . At any time that the Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any Securities are outstanding, the Company 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 Commission of such information, documents and reports under such provisions. Documents filed with the Commission 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, though the Trustee shall have no duty to monitor whether such filings have been made. Delivery of these reports and information to the Trustee is for informational purposes only and the Trustee’s receipt of them will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). All obligors on the Securities will comply with Section 314(a) of the Trust Indenture Act.

ARTICLE 4
CONSOLIDATION, MERGER, OR SALE OF ASSETS

Section 4.01. Consolidation, Merger or Sale of Assets by the Company .

(a) The Company shall not consolidate, merge, combine or amalgamate with or into (whether or not the Company is the surviving entity), any other Person or convey, transfer or lease its property and assets as an entirety or substantially as an entirety, or permit any other Person to consolidate, merge, combine or amalgamate with or into the Company unless:

(i) the Company is the surviving entity or the Person formed by or surviving any such consolidation, merger, combination or amalgamation (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of either (A) the United States, any state thereof, the District of Columbia or Singapore or (B) a Subject Country, in which case the Company must have satisfied its obligations as set forth in Section 4.02;

(ii) if the Company is not the surviving entity, such surviving or successor 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 Securities, and the performance of the Company’s obligations under the Indenture, including, if any Securities are then secured pursuant to the Indenture, any collateral documents relating thereto, and the Securities issued hereunder;

(iii) immediately after giving effect to such transaction, no Default or Event of Default exists; and

(iv) the Company delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the consolidation, merger or transfer and the supplemental indenture (if any) comply with the Indenture.

(b) Upon the consummation of any transaction effected in accordance with these provisions, if the Company is not the continuing Person, the resulting, surviving or transferee Person will succeed to, and be substituted for, and may exercise every right and power of, the Company under the Indenture and the Securities with the same effect as if such successor Person had been named as the Company in the Indenture. Upon such substitution, except in the case of a sale, conveyance, transfer or disposition of less than all its assets or a lease of all or less than all its assets, the Company will be released from its obligations under the Indenture and the Securities.

Section 4.02. Restrictions upon Reincorporating, Merging or Consolidating into a Subject Country.

(a) The Company may not 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 permit any other person to consolidate, merge, combine or amalgamate with or into it (a “ Subject Transaction ”) unless it satisfies the conditions set forth below. If the surviving or resulting transferee, lessee or successor Person (the “ Successor Entity ”) 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 the Company must satisfy the conditions specified in paragraphs (b), (c) and (d) below as promptly as practicable but no later than 60 days following the date of such Subject Transaction:

(b) the Company shall have delivered to the Trustee an Opinion of Counsel as to the continued validity, binding effect and enforceability of this Indenture and the Securities and to the further effect that such 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 Entity 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 such Subject Country is a party, which, in any such case, would permit the Company to redeem the Securities pursuant to any optional redemption upon changes in tax laws provided for under this Indenture or any supplemental indenture, it being understood that such counsel may, in rendering such opinion, rely, to the extent appropriate, on opinions of independent local counsel of recognized standing and the Company may instead deliver two or more opinions of counsel which together cover all of the foregoing matters;

(c) the Company shall have delivered to the Trustee a certificate, signed by two Officers of the Successor Entity, as to the continued validity, binding effect and enforceability of this Indenture and the Securities; and

(d) the Successor Entity shall, promptly but no later than 60 days following the date of such Subject Transaction, consent to the jurisdiction of the Federal or State courts located in the Borough of Manhattan in The City of New York, New York.

In the event of any Subject Transaction in which the Successor Entity is organized and existing under the laws of a Subject Country, the Company will indemnify and hold harmless the Trustee and each Holder 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 Securities, this Indenture or any other agreement relating to calculations to be performed with respect to the Securities or any amount paid or payable under any of the foregoing which, in any such case, would not have been imposed had such Subject Transaction not occurred.

ARTICLE 5
REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS

Section 5.01. Applicability of Article . The provisions of this Article shall be applicable to the Securities of any series which are redeemable before their maturity or to any sinking fund for the retirement of Securities of a series except as otherwise contemplated by Section 2.03 for Securities of such series.

Section 5.02. Notice of Redemption; Partial Redemption .

(a) If the Company elects to redeem Securities of any series, it must notify the Trustee of the redemption date and the principal amount of Securities of such series to be redeemed by delivering an Officer’s Certificate at least 40 days before the redemption date, and in no event less than 10 days prior to the sending of the notice of redemption to the Holders of such Securities (unless a shorter period is satisfactory to the Trustee). If fewer than all of the Securities of the applicable series are being redeemed, (i) in the case of Securities of a series not in the form of Global Securities, the Officer’s Certificate must also specify a record date not less than 15 days after the date the notice of redemption is given to the Trustee, and the Trustee will select the Securities of such series to be redeemed pro rata, by lot or by any other method customarily authorized by the clearing systems (including the Depositary), and will notify the Company promptly of the Securities of such series or portions of the Securities of such series to be called for redemption; provided however , that the principal amount of the Securities of such series so selected by the Trustee for such partial redemption shall not exceed the amount which the Company has chosen to redeem, and (ii) in the case of Securities of a series in the form of Global Securities, the Securities of such series to be redeemed will be selected in accordance with the procedures of the applicable clearing system; provided , that, in each case the Securities

of such series will be redeemed in minimum denominations of $2,000 principal amount and higher integral multiples of $1,000. Notice of redemption must be sent by the Company, or at the Company’s request given at least 5 days before such notice is to be sent (unless a shorter period is satisfactory to the Trustee), by the Trustee in the name and at the expense of the Company, to the Holders whose Securities of such series are to be redeemed at least 30 days but not more than 60 days before the redemption date.

(b) The notice of redemption to the Holders will identify the Securities of the applicable series to be redeemed and will include or state the following:

(1) the redemption date;

(2) the redemption price, including the portion thereof representing any accrued interest;

(3) the place or places where such Securities are to be surrendered for redemption;

(4) that, if applicable, such redemption is pursuant to the mandatory or optional sinking fund, or both, if such be the case;

(5) on the redemption date the redemption price will become due and payable on such Securities called for redemption, and interest on such Securities called for redemption will cease to accrue on and after the redemption date (unless the Company shall default in the payment of such Securities at the redemption price, together with interest accrued to said date);

(6) if any Securities are redeemed in part, on and after the redemption date, upon surrender of such Securities, new Securities equal in principal amount to the unredeemed portion will be issued, provided that no new Securities in a principal amount less than the applicable minimum denomination shall be issued;

(7) if any Securities contain a CUSIP or CINS number, no representation is being made as to the correctness of the CUSIP or CINS number either as printed on the Securities or as contained in the notice of redemption and that the Holder should rely only on the other identification numbers printed on the Securities.

Not later than 11:00 A.M. (New York City time) on the redemption date specified in the notice of redemption given as provided in this Section, the Company will deposit with the Trustee or with one or more paying agents (or, if the Company is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 3.03) an amount of money sufficient to redeem on the redemption date all the Securities of such series so called for redemption at the appropriate redemption price, together with accrued interest to the date fixed for redemption. The Trustee or paying agents will promptly return to the Company any money deposited with the Trustee or paying agents by the Company in excess of the amount necessary to pay the redemption price of and accrued interest on all Securities to be redeemed.

Section 5.03. Payment of Securities Called for Redemption . If notice of redemption has been given as above provided, the Securities or portions of Securities specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable redemption price, together with interest accrued to the date fixed for redemption, and on and after said date (unless the Company shall default in the payment of such Securities at the redemption price, together with interest accrued to said date) interest on the Securities or portions of Securities so called for redemption shall cease to accrue and such Securities shall cease from and after the date fixed for redemption to be entitled to any benefit or security under this Indenture, and the Holders thereof shall have no right in respect of such Securities except the right to receive the redemption price thereof and unpaid interest to the date fixed for redemption. On presentation and surrender of such Securities at a place of payment specified in said notice, said Securities or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption price, together with interest accrued thereon to the date fixed for redemption; provided , that any payment of interest becoming due on or before the date fixed for redemption shall be payable to the Holders of such Securities registered as such at the close of business on the relevant record date.

If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate of interest or yield to maturity (in the case of an Original Issue Discount Security) borne by the Security.

Upon presentation of any Security redeemed in part only, the Company shall execute and the Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of the Company, a new Security or Securities of such series, of authorized denominations, in principal amount equal to the unredeemed portion of the Security so presented.

Section 5.04. Exclusion of Certain Securities from Eligibility for Selection for Redemption . Securities shall be excluded from eligibility for selection for redemption if they are identified by registration and certificate number in an Officer’s Certificate delivered to the Trustee at least 15 days prior to the last date on which notice of redemption may be given as being owned of record and beneficially by, and not pledged or hypothecated by either (a) the Company or (b) an entity specifically identified in such written statement directly or indirectly controlling or controlled by or under direct or indirect common control with the Company.

ARTICLE 6
DEFAULTS AND REMEDIES

Section 6.01. Events of Default . “ Event of Default ,” wherever used herein with respect to any series of Securities, occurs if:

(a) the Company defaults in the payment of interest on any of the Securities of such series when the same becomes due and payable, and such default continues for a period of 30 days;

(b) the Company defaults in the payment of the principal of any of the Securities of such series when the same becomes due and payable, at maturity, upon acceleration or redemption, or otherwise;

(c) the Company defaults in the performance of or breaches any other covenant, warranty or agreement of the Company in this Indenture in respect of the Securities of such series or the applicable series of Securities and the default or breach continues for a period of 90 consecutive days after written notice to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the Outstanding Securities of all affected series (voting together as a single class) a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “ Notice of Default ” hereunder;

(d) an involuntary case or other proceeding is commenced against the Company with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding remains undismissed and unstayed for a period of 60 days; or an order for relief is entered against the Company under the federal bankruptcy laws as now or hereafter in effect; or

(e) the Company (i) commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, (ii) consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company or of all or substantially all of the property and assets of the Company or (iii) effects any general assignment for the benefit of creditors.

Section 6.02. Acceleration of Maturity; Rescission and Annulment . If an Event of Default (other than those specified in 6.01(d) and 6.01(e)) with respect to one or more series of Securities occurs and is continuing, then, and in each and every such case, unless the principal of all of the Securities of such series shall have already become due and payable, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities of all affected series then Outstanding (voting together as a single class), by notice in writing to the Company (and to the Trustee if the notice is given by the applicable Holders), may declare the entire principal (or, if the Securities of such series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of such series) of all Outstanding Securities of each such series, together with all accrued and unpaid interest, if any, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable.

Notwithstanding the foregoing, in the case of an Event of Default specified in Section 6.01(d) or 6.01(e), the entire principal amount of the Outstanding Securities plus accrued and unpaid interest, if any, will ipso facto become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.

After a declaration of acceleration under Section 6.01(a), Section 6.01(b) or Section 6.01(c) or any automatic acceleration under Sections 6.01(d) or 6.01(e), the Holders of a majority

in principal amount of the Outstanding Securities of any series (each such series voting as a separate class) may rescind such acceleration with respect to the Securities of such series (x) if all existing Events of Default with respect to the Securities of such series, except for nonpayment of the principal and interest on the Securities of such series that have become due solely as a result of such acceleration, have been cured or waived and (y) if rescission of acceleration would not conflict with any judgment or decree of a court of competent jurisdiction.

The Holders of a majority in principal amount of the Outstanding Securities of all affected series (voting together as a single class) may, by written notice to the Company and the Trustee, also waive an existing or past Default or Event of Default, except a default in the payment of principal of or interest on any Outstanding Security, or in respect of a covenant or a provision that cannot be modified or amended without the consent of all affected Holders.

For all purposes under this Indenture, if a portion of the principal of any Original Issue Discount Securities shall have been accelerated and declared or become due and payable pursuant to the provisions hereof, then, from and after such acceleration or declaration, unless such declaration has been rescinded and annulled, the principal amount of such Original Issue Discount Securities shall be deemed, for all purposes hereunder, to be such portion of the principal thereof as shall be due and payable as a result of such acceleration, and payment of such portion of the principal thereof as shall be due and payable as a result of such acceleration, together with interest, if any, thereon and all other amounts owing thereunder, shall constitute payment in full of such Original Issue Discount Securities.

Section 6.03. Collection Suit by Trustee; Trustee May File Proofs of Claim . If an Event of Default in payment of principal or interest specified in clause (a) or (b) of Section 6.01 occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust for the whole amount of principal and accrued interest remaining unpaid, together with interest on overdue principal and, to the extent lawful, overdue installments of interest, in each case at the rate specified in the affected Securities, and such further amount as is sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and any other amounts due the Trustee hereunder.

The Trustee may file proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee hereunder) and the Holders allowed in any judicial proceedings relating to the Company or its creditors or property, and is entitled and empowered to collect, receive and distribute any money, securities or other property payable or deliverable upon conversion or exchange of the Securities or upon any such claims. Any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, if the Trustee consents to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agent and counsel, and any other amounts due the Trustee hereunder. Nothing in the Indenture will be deemed to empower the Trustee to authorize or consent to, or accept or adopt on behalf of any Holder, any plan of reorganization, arrangement, adjustment or composition

affecting the Securities or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.04. Priority . If the Trustee collects any money or property pursuant to this Article, it shall pay out the money or property in the following order:

First: to the Trustee for all amounts due hereunder;

Second: to Holders for amounts then due and unpaid for principal of and interest on the Securities of the affected series, ratably, without preference or priority of any kind, according to the amounts due and payable on the Securities of the affected series for principal and interest; and

Third: to the Company or as a court of competent jurisdiction may direct.

The Trustee, upon written notice to the Company, may fix a record date and payment date for any payment to Holders pursuant to this Section.

Section 6.05. Limitation on Suits . No Holder of any Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:

(i) such Holder has previously given written notice to the Trustee of a continuing Event of Default;

(ii) the Holders of not less than 25% in aggregate principal amount of the affected Securities then Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;

(iii) such Holder or Holders have offered to the Trustee indemnity reasonably satisfactory to it against any costs, liabilities or expenses to be incurred in compliance with such request;

(iv) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and

(v) no direction, in the opinion of the Trustee, inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in aggregate principal amount of the affected Securities then Outstanding;

it being understood and intended that no one or more Holders of any Securities of any series shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders, or to obtain or to seek to obtain priority or preference over any other such Holder or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all the Holders of the applicable series.

Section 6.06. Unconditional Right of Holders to Receive Payment . Notwithstanding any other provision of this Indenture, the right of any Holder of any Security to receive payment of the principal of and interest on such Security on or after the respective due dates expressed or provided for in such Security, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected adversely without the consent of such Holder.

Section 6.07. Restoration of Rights and Remedies . If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Company, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.

Section 6.08. Rights and Remedies Cumulative . Except as otherwise provided in Section 2.09 or Section 6.05 , no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or exercise of any right or remedy hereunder shall not prevent the concurrent assertion or exercise of any other appropriate right or remedy.

Section 6.09. Delay or Omission Not Waiver . No delay or omission of the Trustee or of any Holder of any Security to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article 6 or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

Section 6.10. Control by Holders . The Holders of a majority in aggregate principal amount of the Securities of all affected series (voting together as a single class) at the time Outstanding shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the Securities of each such series by the Indenture; provided , however , that such direction shall not be otherwise than in accordance with law and the provisions of this Indenture. The Trustee shall have the right to decline to follow any such direction if the Trustee shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith shall determine that the action or proceedings so directed would involve the Trustee in personal liability or if the Trustee in good faith shall determine that the actions or forbearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the Securities of all series so affected not joining in the giving of said direction, it being understood that the Trustee shall have no duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders. Prior to acting hereunder, the Trustee shall be entitled to indemnity or security satisfactory to it against loss, liability or expense that may be incurred in connection with such action.

Section 6.11. Waiver of Past Defaults . Except as otherwise provided in Section 6.01, Section 6.06 and Section 9.02, the Holders of a majority in aggregate principal amount of the Outstanding Securities affected may, by notice to the Trustee and the Company, waive a past or existing Default or Event of Default and its consequences on behalf of the Holders of all Outstanding Securities with respect to such Default or Event of Default.

Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

Section 6.12. Undertaking for Costs . In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, in either case in respect of the applicable series of Securities, a court may require any party litigant (other than the Trustee) in such suit to file an undertaking to pay the costs of the suit, and the court may assess reasonable costs, including reasonable attorney’s fees, against any party litigant (other than the Trustee) in the suit having due regard to the merits and good faith of the claims or defenses made by the party litigant; but the provisions of this Section 6.12 shall not apply to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in principal amount of the Outstanding Securities or to a suit instituted by a Holder to enforce payment of principal of or interest on any Security on the respective due dates expressed or provided for in such Security.

Section 6.13. Other Remedies . If an Event of Default occurs and is continuing, the Trustee may pursue, in its own name or as trustee of an express trust, any available remedy by proceeding at law or in equity to collect the payment of principal of and interest on the applicable series of Securities or to enforce the performance of any provision of the applicable series of Securities or the Indenture. The Trustee may maintain a proceeding even if it does not possess any of the applicable Securities or does not produce any of them in the proceeding.

Section 6.14. Waiver of Stay or Extension Laws . The Company covenants, to the extent that it may lawfully do so, that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law or any usury law or other law that would prohibit or forgive the Company from paying all or any portion of the principal of, or interest on the Securities as contemplated herein, wherever enacted, now or at any time hereafter in force, or that may affect the covenants or the performance of the Indenture. The Company hereby expressly waives, to the extent that it may lawfully do so, all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

ARTICLE 7
TRUSTEE

Section 7.01. General . The duties and responsibilities of the Trustee are as provided by the Trust Indenture Act and as set forth herein. Whether or not expressly so provided, every

provision of the Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee is subject to this Article.

(a) Except during the continuance of an Event of Default, the Trustee need perform only those duties that are specifically set forth in the Indenture and no others, and no implied covenants or obligations will be read into the Indenture against the Trustee. In case an Event of Default has occurred and is continuing, the Trustee shall exercise those rights and powers vested in it by the Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.

(b) No provision of the Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct.

Section 7.02. Certain Rights of Trustee . Subject to Trust Indenture Act Sections 315(a) through (d):

(1) In the absence of bad faith on its part, the Trustee may rely, and will be protected in acting or refraining from acting, upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document, but, in the case of any document which is specifically required to be furnished to the Trustee pursuant to any provision hereof, the Trustee shall examine the document to determine whether it conforms to the requirements of the Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

(2) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate and/or an Opinion of Counsel, each conforming to Section 1.02, and the Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion.

(3) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any agent (other than an agent who is an employee of the Trustee) appointed with due care.

(4) The Trustee will be under no obligation to exercise any of the rights or powers vested in it by the Indenture at the request or direction of any of the Holders, unless such Holders have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.

(5) The Trustee will not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within its rights or powers or for any action it takes or omits to take in accordance with the direction of the Holders in accordance with Section 6.10 relating to the time, method and place of conducting any proceeding for any

remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under the Indenture.

(6) The Trustee may consult with counsel, and the advice of such counsel or any Opinion of Counsel will be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

(7) No provision of the Indenture will require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder, or in the exercise of its rights or powers, unless it receives indemnity satisfactory to it against any loss, liability or expense.

(8) The rights, privileges, protections, immunities and benefits given to the Trustee, including its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder.

(9) The permissive rights of the Trustee enumerated herein shall not be construed as duties.

(10) In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

(11) The Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officer’s Certificate may be signed by any person authorized to sign an Officer’s Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.

Section 7.03. Individual Rights of Trustee . The Trustee, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not the Trustee. Any Agent may do the same with like rights. However, the Trustee is subject to Trust Indenture Act Sections 310(b) and 311. For purposes of Trust Indenture Act Section 311(b)(4) and (6):

(a) “ cash transaction ” means any transaction in which full payment for goods or securities sold is made within seven days after delivery of the goods or securities in currency or in checks or other orders drawn upon banks or bankers and payable upon demand; and

(b) “ self-liquidating paper ” means any draft, bill of exchange, acceptance or obligation which is made, drawn, negotiated or incurred for the purpose of financing the purchase, processing, manufacturing, shipment, storage or sale of goods, wares or merchandise and which is secured by documents evidencing title to, possession of, or a lien upon, the goods, wares or merchandise or the receivables or proceeds arising from the sale of the goods, wares or merchandise previously constituting the security, provided the security is received by the Trustee

simultaneously with the creation of the creditor relationship arising from the making, drawing, negotiating or incurring of the draft, bill of exchange, acceptance or obligation.

Section 7.04. Trustee’s Disclaimer . The recitals contained herein and in the Notes (except in the Trustee’s certificates of authentication) shall be taken as the statements of the Company, and the Trustee assumes no responsibility for the correctness of the same. The Trustee (i) makes no representation as to the validity or adequacy of the Indenture or the Securities, (ii) is not accountable for the Company’s use or application of the proceeds from the Securities and (iii) is not responsible for any statement in the Securities other than its certificate of authentication.

Section 7.05. Notice of Default . If any Default occurs and is continuing and is actually known to a Responsible Officer of the Trustee in respect of any Securities, the Trustee will send notice of the Default to each Holder of Securities of the affected series within 90 days after it occurs, unless the Default has been cured; provided , that, except in the case of a default in the payment of the principal of or interest on any Securities of the affected series, the Trustee may withhold the notice if and so long as the Trustee in good faith determines that withholding the notice is in the interest of the Holders of Securities of the affected series. Notice to Holders under this Section will be given in the manner and to the extent provided in Trust Indenture Act Section 313(c).

Section 7.06. Reports by Trustee to Holders . Within 60 days after each May 15, beginning with May 15, 2018, the Trustee will mail to each Holder, as provided in Trust Indenture Act Section 313(c), a brief report dated as of such May 15, if required by Trust Indenture Act Section 313(a).

Section 7.07. Compensation and Indemnity .

(a) The Company will pay the Trustee compensation as agreed upon in writing for its services. The compensation of the Trustee is not limited by any law on compensation of a Trustee of an express trust. The Company will reimburse the Trustee upon request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Trustee, including the reasonable compensation and expenses of the Trustee’s agents and counsel.

(b) The Company will indemnify the Trustee (and its officers, agents, directors and employees) for, and hold it harmless against, any loss or liability or expense incurred by it without negligence or willful misconduct on its part arising out of or in connection with the acceptance or administration of the Indenture and its duties under the Indenture and the Securities, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance of any of its powers or duties under the Indenture and the Securities. The Trustee shall notify the Company in writing promptly of any claim asserted against the Trustee or any of its agents for which it may seek indemnity. The Company shall defend the claim and the Trustee shall cooperate and may participate in the defense. The Trustee and its agents subject to the claim may have separate counsel if the Trustee concludes that there exists a conflict of interest between the Company and the Trustee and its agents subject to the claim in connection with such defense. The Company need not pay for any settlement made without its

written consent, not to be unreasonably withheld. The Company need not reimburse any expense or indemnify against any loss or liability to the extent incurred by the Trustee through the Trustee’s negligence or willful misconduct.

(c) To secure the Company’s payment obligations in this Section, the Trustee will have a lien prior to the Securities on all money or property held or collected by the Trustee, in its capacity as Trustee, except money or property held in trust to pay principal of and interest on particular Securities.

(d) The Company’s obligations under this Section 7.07 shall survive any resignation or removal of the Trustee or any termination of this Indenture.

(e) Without prejudice to any other rights available to the Trustee under applicable law, when the Trustee and its agents and any authenticating agent incur expenses or render services after an Event of Default specified in Section 6.01(d) or Section 6.01(e), the expenses and compensation for the services are intended to constitute expenses of administration under any bankruptcy, insolvency or similar laws.

Section 7.08. Replacement of Trustee . (a) (1) The Trustee may resign with respect to one or more series of Securities at any time by providing 30 days prior written notice to the Company.

(2) The Trustee may be removed with respect to a series of Securities at any time by written notice to the Trustee from the Holders of a majority in principal amount of such series of Securities at the time Outstanding.

(3) If the Trustee is no longer eligible under Section 7.10 or in the circumstances described in Trust Indenture Act Section 310(b), any Holder of the affected series of Securities that satisfies the requirements of Trust Indenture Act Section 310(b) may petition any court of competent jurisdiction for the removal of the Trustee with respect to such series and the appointment of a successor Trustee with respect to such series.

(4) The Company may remove the Trustee with respect to one or more series of Securities if: (i) the Trustee is no longer eligible under Section 7.10, (ii) the Trustee is adjudged a bankrupt or an insolvent, (iii) a receiver or other public officer takes charge of the Trustee or its property, or (iv) the Trustee becomes incapable of acting.

A resignation or removal of the Trustee and appointment of a successor Trustee will become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section.

(a) If the Trustee has been removed by the Holders of a series of Securities, Holders of a majority in principal amount of such series of Securities at the time Outstanding may appoint a successor Trustee with respect to such series with the consent of the Company. Otherwise, if the Trustee resigns or is removed, or if a vacancy exists in the office of Trustee for any reason, the Company will promptly appoint a successor Trustee with respect to the affected series of Securities. If the successor Trustee does not deliver its written acceptance within 60

days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of such series of Securities at the time Outstanding may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the affected series of Securities.

(b) Upon delivery by the successor Trustee of a written acceptance of its appointment to the retiring Trustee and to the Company, (i) the retiring Trustee will transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.07, (ii) the resignation or removal of the retiring Trustee will become effective, and (iii) the successor Trustee will have all the rights, powers and duties of the Trustee with respect to the affected series of Securities under the Indenture. Upon request of any successor Trustee, the Company will execute any and all instruments for fully vesting in and confirming to the successor Trustee all such rights, powers and trusts. The Company will give notice of any resignation and any removal of the Trustee with respect to a series of Securities and each appointment of a successor Trustee to all Holders of the affected series of Securities, and include in the notice the name of the successor Trustee and the address of its Corporate Trust Office.

(c) Notwithstanding replacement of the Trustee pursuant to this Section, the Company’s obligations under Section 7.07 will continue for the benefit of the retiring Trustee.

(d) The Trustee agrees to give the notices provided for in, and otherwise comply with, Trust Indenture Act Section 310(b).

Section 7.09. Successor Trustee by Merger . If the Trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation or national banking association, the resulting, surviving or transferee corporation or national banking association without any further act will be the successor Trustee with the same effect as if the successor Trustee had been named as the Trustee in the Indenture. In case any Securities of any series shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver such Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities.

Section 7.10. Eligibility . Each Trustee must always satisfy the requirements of Trust Indenture Act Section 310(a) and has a combined capital and surplus of at least $25,000,000 as set forth in its most recent published annual report of condition.

Section 7.11. Money Held in Trust . The Trustee will not be liable for interest on any money received by it except as it may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law and except for money held in trust under Article 8.

ARTICLE 8
DEFEASANCE AND DISCHARGE

Section 8.01. Discharge of Company’s Obligations . (a) Subject to paragraph (b), the Company’s obligations under the Securities and the Indenture will terminate with respect to the Securities of any series if:

(1) all Securities of such series previously authenticated and delivered (other than (i) destroyed, lost or stolen Securities that have been replaced or (ii) Securities that are paid pursuant to Section 3.01 or (iii) Securities for whose payment money or Governmental Obligations have been held in trust and then repaid to the Company pursuant to Section 8.06) have been delivered to the Trustee for cancellation and the Company has paid all sums due and payable by it with respect to such Securities of such series; or

(2) (i) the Securities of such series mature within one year, or all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the notice of redemption,

(ii) the Company irrevocably deposits or causes to be deposited in trust with the Trustee, as trust funds solely for the benefit of the Holders of Securities of such series, money or Governmental Obligations or a combination thereof sufficient, without consideration of any reinvestment, to pay principal of and interest on the Securities of such series to maturity or redemption, as the case may be, and to pay all other sums due and payable by it hereunder with respect to such series,

(iii) no Event of Default with respect to the Outstanding Securities of such series has occurred and is continuing on the date of the deposit,

(iv) the deposit will not result in a breach or violation of, or constitute a default under, the Indenture or any other agreement or instrument to which the Company is a party or by which it is bound, and

(v) the Company delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of the Indenture have been complied with.

(a) After satisfying the conditions in clause (1), only the Company’s obligations with respect to the Securities of such series under Section 7.06 will survive. After satisfying the conditions in clause (2), only the Company’s obligations in Sections 2.07, 2.08, 2.14, 3.02, 7.06, 7.07, 8.05 and 8.06 will survive, as well as the rights of Holders of outstanding Securities of such series to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of and interest on Securities of such series when such payments are due. In either case, the Trustee upon request will acknowledge in writing the discharge of the Company’s obligations under the Securities of such series and the Indenture other than the surviving obligations.

Section 8.02. Legal Defeasance . After the 123rd day following the deposit referred to in clause (1) of this Section 8.02, the Company will be deemed to have paid and will be discharged from its obligations in respect of the Securities of such series and the Indenture, other than its obligations in Sections 2.07, 2.08, 2.14, 3.02, 7.07, 7.08, 8.05 and 8.06, and Holders of outstanding Securities of such series will have the right to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of and interest on Securities of such series when such payments are due, provided the following conditions have been satisfied:

(1) The Company has irrevocably deposited or caused to be deposited in trust with the Trustee, as trust funds solely for the benefit of the Holders of Securities of such series, money or Governmental Obligations or a combination thereof sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certificate thereof delivered to the Trustee (or, if two or more nationally recognized firms of independent accountants decline to issue such opinion as a matter of policy, in the opinion of the Company’s chief financial officer), without consideration of any reinvestment, to pay principal of and interest on the Securities of such series to maturity or redemption, as the case may be, provided that any redemption before maturity has been irrevocably provided for under arrangements satisfactory to the Trustee.

(2) No Event of Default with respect to the Outstanding Securities of such series has occurred and is continuing on the date of the deposit or occurs at any time during the 123-day period following the deposit.

(3) The deposit will not result in a breach or violation of, or constitute a default under, the Indenture or any other agreement or instrument to which the Company is a party or by which it is bound.

(4) The Company has delivered to the Trustee either (x) a ruling received from or published by the Internal Revenue Service to the effect that the beneficial owners of the Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of the defeasance and will be subject to federal income tax on the same amount and in the same manner and at the same times as would otherwise have been the case or (y) an Opinion of Counsel, based on a change in law after the date of the Indenture, to the same effect as the ruling described in clause (x).

(5) If the Securities of such series are listed on a national securities exchange, the Company has delivered to the Trustee an Officer’s Certificate to the effect that the deposit and defeasance will not cause the Securities to be delisted.

(6) The Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance have been complied with.

Prior to the end of the 123-day period, none of the Company’s obligations under the Indenture in respect of the Securities of such series will be discharged. Thereafter, the Trustee

upon request will acknowledge in writing the discharge of the Company’s obligations under the Securities of such series and the Indenture in respect of the Securities of such series except for the surviving obligations specified above.

Section 8.03. Covenant Defeasance . After the 123rd day following the deposit referred to in clause (1) of Section 8.02, the Company’s obligations set forth in Sections 3.04 and 3.06 as well as any additional covenants so specified in a supplemental indenture for such series of Securities, will terminate in respect of the Securities of the applicable series, and clause (c) of Section 6.01 will no longer constitute an Event of Default in respect of such Securities, provided the following conditions have been satisfied:

(1) The Company has complied with clauses (1), (2), (3), (4), (5) and (6) of Section 8.02; and

(2) the Company has delivered to the Trustee an Opinion of Counsel stating that the beneficial owners will not recognize income, gain or loss for federal income tax purposes as a result of the defeasance and will be subject to federal income tax on the same amount and in the same manner and at the same times as would otherwise have been the case.

Except as specifically stated above, none of the Company’s obligations under the Indenture will be discharged.

Section 8.04. Application of Trust Money . Subject to Section 8.05, the Trustee will hold in trust the money or Governmental Obligations deposited with it pursuant to Section 8.01, 8.02 or 8.03, and apply the deposited money and the proceeds from deposited Governmental Obligations to the payment of principal of and interest on the Securities of the applicable series in accordance with the Securities of such series and the Indenture. Such money and Governmental Obligations need not be segregated from other funds except to the extent required by law.

Section 8.05. Repayment of Moneys Held by Paying Agent . In connection with the satisfaction and discharge of the Indenture with respect to Securities of any series, all moneys or Governmental Obligations then held by any paying agent under the provisions of the Indenture with respect to such series of Securities shall, upon demand of the Company, be repaid to the Company or paid to the Trustee and thereupon such paying agent shall be released from all further liability with respect to such moneys or Governmental Obligations.

Section 8.06. Return of Moneys Held by Trustee and Paying Agent Unclaimed for Two Years . Subject to Sections 7.07, 8.01, 8.02 and 8.03 and applicable abandoned property laws, the Trustee will promptly pay to the Company upon request any excess money or property held by the Trustee at any time and thereupon be relieved from all liability with respect to such money or property. The Trustee will pay to the Company upon request any money or property held for payment with respect to any Security of any series that remains unclaimed for two years; provided , that before making such payment the Trustee may at the expense of the Company publish once in a newspaper of general circulation in New York City, or send to each Holder entitled to such money, notice that the money remains unclaimed

and that after a date specified in the notice (at least 30 days after the date of the publication or notice) any remaining unclaimed balance of money will be repaid to the Company. After payment to the Company, Holders entitled to such money must look solely to the Company for payment, unless applicable law designates another Person, and all liability of the Trustee with respect to such money will cease.

Section 8.07. Reinstatement . If and for so long as the Trustee is unable to apply any money or Governmental Obligations held in trust pursuant to 8.01, 8.02 or 8.03 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s obligations under the Indenture and the Securities of the applicable series will be reinstated as though no such deposit in trust had been made. If the Company makes any payment of principal of or interest on Securities of the applicable series because of the reinstatement of its obligations, it will be subrogated to the rights of the Holders of such Securities of the applicable series to receive such payment from the money or Governmental Obligations held in trust.

ARTICLE 9
AMENDMENTS

Section 9.01. Supplemental Indentures Without Consent of Holders . Without the consent of any Holders, the Company and the Trustee, at any time and from time to time, may amend or modify this Indenture or the Securities of any series or enter into one or more indentures supplemental hereto for any of the following purposes:

(i) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants, agreements and obligations of the Company herein and in any series of Securities; or

(ii) to add to the covenants of the Company for the benefit of the Holders of any series, or to surrender any right or power herein conferred upon the Company under this Indenture; or

(iii) to evidence and provide for a successor Trustee with respect to the Securities of any series or to add to or change any provision to the extent necessary to appoint a separate Trustee for a specific series of Securities; or

(iv) to cure any ambiguity or defect, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture; provided , that such action pursuant to this clause (iv) shall not adversely affect the rights of the Holders of any Security in any material respect; or

(v) to add any additional Events of Default for the benefit of the Holders of any series; or

(vi) to provide for any guarantee for the benefit of the Holders of the Securities of any series, to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of any series any property or assets or to confirm and evidence the release, termination or discharge of any such guarantee or security for the Securities of any series when such release, termination or discharge is permitted by the Indenture; or

(vii) to supplement any provision of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance or discharge of any series of Securities; provided , that such change or modification does not adversely affect the interests of the Holders of any Security; or

(viii) to add, change or eliminate any provision of this Indenture applying to one or more series of Securities; provided , that the Company deems such action necessary or advisable and that such action does not adversely affect the interests of any Holder of any series of Securities in any material respect; or

(ix) to add, change or eliminate any provision of this Indenture to comply with the Trust Indenture Act, or

(x) to provide for the issuance of additional debt securities of any series ranking equally with the Securities (other than the payment of interest accruing prior to the issue date of such further debt securities or except for the first payment of interest following the issue date of such further debt securities); or

(xi) to conform the text of this Indenture or the Securities to any provision of the “Description of Notes” section or equivalent section of any prospectus, prospectus supplement, offering memorandum, offering circular or any other document pursuant to which the Securities of such Series were offered; or

(xii) to provide for uncertificated Securities in addition to or in place of certificated Securities.

Section 9.02. Supplemental Indentures with Consent of Holders . With the written consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of all series affected by such amendment or supplemental indenture (voting together as a single class), by Act of said Holders delivered to the Company and the Trustee, the Company and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of each such series; provided, however , that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security of a particular series affected thereby,

(i) reduce the rate of or change the time for payment of interest on the Securities of such series

(ii) reduce the principal amount, or extend the fixed maturity, of the Securities of such series; or

(iii) reduce any redemption price or repurchase price of such series of Securities or amend or modify in any manner adverse to the Holders of such series the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise; or

(iv) make any Security of such series payable in money other than that stated in such Security or other than in accordance with the provisions of this Indenture; or

(v) impair the right of any Holder of such series to receive payment of principal or interest on the Securities of such series on or after the due dates therefor, including waiving any Default with respect to the payment of principal or interest thereon, or to institute suit for the enforcement of any payment on or with respect to the Securities of such series on or after such due dates; or

(vi) change the ranking of the Securities of such series in a manner adverse to the Holders of such series; or

(vii) make any change in the amendment or waiver provisions which require the consent of each Holder of such series affected by such amendment or waiver; or

(viii) reduce the percentage in principal amount Outstanding of the Securities which must consent to an amendment, supplement or waiver or consent to take any action; or

(ix) modify any of the provisions of this Section 9.02 or Section 6.11, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security of such series affected thereby.

An amendment, supplemental indenture or waiver which changes, eliminates or waives any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series.

Except as otherwise provided by the terms of the supplemental indenture, an amendment, supplement or waiver under this Section 9.02 will become effective on receipt by the Trustee of written consents from the Holders of the requisite percentage in principal amount of the Outstanding Securities of such series affected thereby. After an amendment, supplement or waiver under this Section becomes effective, the Company will send to the Holders affected thereby a notice (with a copy to the Trustee) briefly describing the amendment, supplement or waiver. Any failure of the Company to send such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

It shall not be necessary for any Act of Holders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act approves the substance thereof.

Section 9.03. Execution of Supplemental Indentures . In executing, or accepting the additional trusts created by, any supplemental indenture permitted by Article 9 or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 7.01) shall be fully protected in relying upon, in addition to the documents required by Section 1.02, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. Subject to the preceding sentence, the Trustee shall sign such supplemental indenture if the same does not adversely affect the Trustee’s own rights, duties or immunities under this Indenture or otherwise. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture that adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

Section 9.04. Effect of Supplemental Indentures . Except as otherwise provided by the terms of the supplemental indenture, upon the execution of any supplemental indenture under this Article 9, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of each series of Securities affected thereby shall be bound thereby, whether any such Security is theretofore or thereafter authenticated and delivered hereunder. If an amendment, supplement or waiver changes the terms of a Security, the Trustee may require the applicable Holder to deliver it to the Trustee so that the Trustee may place an appropriate notation of the changed terms on the Security and return it to such Holder, or exchange it for a new Security that reflects the changed terms. The Trustee may also place an appropriate notation on any Security thereafter authenticated. However, the effectiveness of the amendment, supplement or waiver is not affected by any failure to annotate or exchange Securities in this fashion.

Section 9.05. Conformity with Trust Indenture Act . Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act.

Section 9.06. Payments for Consents . Neither the Company nor any of its subsidiaries or affiliates may, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture or the Securities unless such consideration is offered to be paid or agreed to be paid to every Holder of each series of Securities affected thereby that consent, waive or agree to amend such term or provision within the time period set forth in the solicitation documents relating to the consent, waiver or amendment.

Section 9.07. Reference in Securities to Supplemental Indentures . Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article 9 shall bear a notation in form approved by the Company for such series as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities of any series so modified as to conform, in the opinion of the Company, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for the Securities of such series then Outstanding.

IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed as of the date first written above.

FLEX LTD.

By:	/s/ Manny Marimuthu
	Name:	Manny Marimuthu
	Title:	Authorized Signatory

U.S. BANK NATIONAL ASSOCIATION, as Trustee

By:	/s/ Paula Oswald
	Name:	Paula Oswald
	Title:	Vice President

[SIGNATURE PAGE TO INDENTURE]

EXHIBIT 4.2

FLEX LTD.

and

U.S. BANK NATIONAL ASSOCIATION,
as Trustee

4.875% Notes due 2029

First Supplemental Indenture

Dated as of June 6, 2019

Indenture dated as of June 6, 2019

TABLE OF CONTENTS

		PAGE
	ARTICLE 1
	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.01 .	Definitions	1
Section 1.02 .	Conflicts with Base Indenture	10

	ARTICLE 2
	FORM OF NOTES

Section 2.01 .	Form of Notes	10

	ARTICLE 3
	THE NOTES

Section 3.01 .	Amount; Series; Terms	10
Section 3.02 .	Denominations	11
Section 3.03 .	Additional Notes; Repurchases	12
Section 3.04 .	No Sinking Fund	12

	ARTICLE 4
	REDEMPTION; OFFER TO PURCHASE

Section 4.01 .	Optional Redemption	12
Section 4.02 .	Redemption for Tax Reasons	13
Section 4.03 .	Offer to Purchase	13

	ARTICLE 5
	COVENANTS AND REMEDIES

Section 5.01 .	Limitation on Liens	15
Section 5.02 .	Limitation on Sale and Leaseback Transactions	20
Section 5.03 .	Repurchase of Notes Upon a Change of Control	21
Section 5.04 .	Events of Default; Acceleration	21
Section 5.05 .	Modification and Waiver	22
Section 5.06 .	References In Base Indenture	24
Section 5.07 .	Defeasance and Discharge	24
Section 5.08 .	Bermuda Branch; Full Recourse Obligations	24

	ARTICLE 6
	PAYMENT OF ADDITIONAL AMOUNTS

Section 6.01 .	Payment of Additional Amounts	24

	ARTICLE 7
	MISCELLANEOUS

Section 7.01 .	Confirmation of Indenture	26
Section 7.02 .	Counterparts	26
Section 7.03 .	Governing Law; Submission to Jurisdiction	26
Section 7.04 .	Recitals by the Company	27

Exhibit A	Form of Note	A-1

FIRST SUPPLEMENTAL INDENTURE, dated as of June 6, 2019 (“ First Supplemental Indenture ”), to the Indenture dated as of June 6, 2019 (as amended, modified or supplemented from time to time in accordance therewith, other than with respect to a particular Series of debt securities, the “ Base Indenture ” and, as amended, modified and supplemented by this First Supplemental Indenture, the “ Indenture ”), by and between FLEX LTD., a Singapore registered public company limited by shares and having company registration no. 199002645H, acting (subject to Section 1.17 of the Base Indenture) through its Bermuda branch, as issuer (the “ Company ”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “ Trustee ”).

Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Notes:

WHEREAS, the Company has duly authorized the execution and delivery of the Base Indenture to provide for the issuance from time to time of senior debt securities to be issued in one or more Series as provided in the Base Indenture;

WHEREAS, the Company has duly authorized the execution and delivery, and desires and has requested the Trustee to join it in the execution and delivery, of this First Supplemental Indenture in order to establish and provide for the issuance by the Company of a Series of Securities designated as its 4.875% Notes due 2029 (the “ Notes ”), on the terms set forth herein;

WHEREAS, Section 2.03 of the Base Indenture provides that a supplemental indenture may be entered into by the parties for such purpose;

WHEREAS, the conditions set forth in the Base Indenture for the execution and delivery of this First Supplemental Indenture have been met; and

WHEREAS, all things necessary to make this First Supplemental Indenture a valid and binding agreement of the parties, in accordance with its terms, and a valid amendment of, and supplement to, the Base Indenture with respect to the Notes have been done.

NOW, THEREFORE:

ARTICLE 1
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.01 . Definitions. (a) Capitalized terms used herein and not otherwise defined herein have the meanings assigned to them in the Base Indenture. To the extent terms are defined in both this First Supplemental Indenture and the Base Indenture, the applicable definition in this First Supplemental Indenture shall control. The words “herein,” “hereof” and “hereby” and other words of similar import used in this First Supplemental Indenture refer to this First Supplemental Indenture as a whole and not to any particular

section hereof. Unless otherwise stated herein, all section references herein are to Sections of this First Supplemental Indenture.

(b) As used herein, the following terms have the specified meanings:

“ Additional Amounts ” has the meaning specified in Section 6.01(a).

“ Additional Notes ” has the meaning specified in Section 3.03.

“ Authorized Agent ” has the meaning specified in Section 7.03.

“ 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 the Company), 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).

“ bankruptcy default ” has the meaning specified in Section 5.04(a)(7).

“ Base Indenture ” has the meaning specified in the recitals of this First Supplemental Indenture.

“ 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 in Tax Law ” means 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, 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, which

change or amendment becomes effective on or after the Issue Date or, in the case of any Other Jurisdiction, a later date on which a successor assumes the obligations of the Company under the Notes pursuant to Section 4.01 of the Base Indenture) and, as a result of which, the Company or such successor would be required to make payments of Additional Amounts on the next succeeding date for the payment thereof following the determination by the Company or any relevant successor that the effect of the Change in Tax Law cannot be avoided through any reasonable measures available to the Company or such successor.

“ 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 the Company 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 the Company or one of its Subsidiaries;

(2) the adoption of a plan relating to the Company’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 the Company 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 the Company’s Voting Stock or other Voting Stock into which the Company’s Voting Stock is reclassified, consolidated, exchanged or changed, measured by voting power rather than the number of shares;

(4) the Company consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into, the Company, in any such event pursuant to a transaction in which any of the Voting Stock of the Company 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 the Company 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 (held in substantially the same proportions) 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 the Company are not Continuing Directors.

“ Change of Control Repurchase Event ” means the occurrence of both a Change of Control and a Ratings Event.

“ Code ” means the Internal Revenue Code of 1986.

“ Company ” means the party named as such in the recitals of this First Supplemental Indenture until a successor replaces it pursuant to the terms and conditions of the Indenture and thereafter means the successor.

“ 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 called for redemption pursuant to Section 4.01 (assuming such Notes matured on the Par Call Date) 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 a maturity most nearly equal to the Par Call Date).

“ Comparable Treasury Price ” means, with respect to any redemption date pursuant to Section 4.01, (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 the Company obtains fewer than four Reference Treasury Dealer Quotations, the arithmetic average of all Reference Treasury Dealer Quotations for such redemption date.

“ Consolidated Net Tangible Assets ” means the total of all assets reflected on the most recent consolidated balance sheet of the Company and its Consolidated Subsidiaries filed by the Company pursuant to Section 3.06 of the Base Indenture, prepared in accordance with U.S. GAAP, 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 the Company and its Consolidated Subsidiaries reflected on such balance sheet, all as determined in accordance with such principles. For purposes of this definition, “ current liabilities ” includes all Indebtedness for money borrowed, incurred, issued, assumed or guaranteed by the Company 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 the Company and its Consolidated Subsidiaries, prepared in accordance with U.S. GAAP.

“ Consolidated Subsidiary ” means, at any date, any subsidiary or other entity the accounts of which would be consolidated with those of the Company 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 the Company 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, 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.

“ expiration date ” has the meaning specified in Section 4.03(b).

“ Event of Default ” has the meaning specified in Section 5.04.

“ 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.

“ First Supplemental Indenture ” has the meaning specified in the recitals of this First Supplemental Indenture.

“ Generally Accepted Accounting Principles ” or “ U.S. GAAP ” means generally accepted accounting principles which were in effect and adopted by the Company during its fiscal year ended March 31, 2019. At any time after the Issue Date, the Company may elect to apply International Financial Reporting Standards as issued by the International Account 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 the Company’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 endorsements for collection or deposit in the ordinary course of business. The term “ Guarantee ” used as a verb has a corresponding meaning.

“ Indebtedness ” means (a) any liability of the Company 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 (4) under Section 5.04, the non- payment of such liability is subject to a good faith dispute, including by virtue of a bona fide right of setoff), 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 (4) under Section 5.04, the non-payment of such payment obligation is subject to a good faith dispute, including by virtue of a bona fide right of setoff), or (4) consisting of the discounted rental stream properly classified in accordance with U.S. GAAP on the balance sheet of the Company 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 the Company or any of its Subsidiaries); (b) any liability of others of a type described in the preceding clause (a) to the extent that the Company 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.

“ Indenture ” has the meaning specified in the recitals of this First Supplemental Indenture.

“ Independent Investment Banker ” means an independent investment bank of national standing that is a primary U.S. government securities dealer in New York City appointed by the Company.

“ Initial Notes ” has the meaning set forth in Section 3.01(b).

“ 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 the Company.

“ Issue Date ” means June 6, 2019.

“ 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. 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.

“ Notes ” has the meaning specified in the recitals of this First Supplemental Indenture.

“ offer ” has the meaning specified in Section 4.03(a).

“ Offer to Purchase ” means an offer by the Company to purchase Notes as required by Section 5.03.

“ Other Jurisdiction ” has the meaning specified in Section 6.01(a).

“ Par Call Date ” means March 15, 2029.

“ Permitted Receivables Transaction ” means any transaction or series of transactions entered into by the Company 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 the Company 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.

“ Prospectus ” means the preliminary prospectus supplement dated May 30, 2019, together with the base prospectus dated January 29, 2018, as supplemented by the related pricing term sheet dated May 30, 2019, relating to the offering and sale of the Notes, all filed as part of the Company’s Registration Statement on Form S-3 (No. 333-222773).

“ purchase amount ” has the meaning specified in Section 4.03(b)(1).

“ purchase date ” has the meaning specified in Section 4.03(b)(3).

“ Rating Agency ” means (1) each of Moody’s and S&P; and (2) if 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 the Company, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) under the Exchange Act, selected by the Company (as certified by a resolution of the board of directors of the Company) as a replacement agency for Moody’s or S&P, as the case may be.

“ Ratings Event ” means that the Notes cease to be rated by both Rating Agencies as Investment Grade on any day 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 the Company 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) (such period, the “ Trigger Period ”). If either Rating Agency is not providing a rating of the Notes on any day during the Trigger Period for any reason, the rating of such Rating Agency shall be deemed to have ceased to be rated Investment Grade during the Trigger Period.

“ Receivables Assets ” means accounts receivable, Indebtedness and other obligations owed to or owned by the Company 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.

“ record date ” has the meaning specified in Section 3.01(d).

“ Reference Treasury Dealer ” means any four primary treasury dealers selected by the Company.

“ 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 pursuant to Section 4.01, 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 if the Notes matured on the Par Call Date; 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.

“ 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 the Company and its Wholly Owned Restricted Subsidiaries at such time.

“ Revolving/Term Loan A Facility ” means the Credit Agreement, dated as of June 30, 2017 by and among the Company 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 from time to time.

“ S&P ” means Standard & Poor’s Financial Services LLC, a subsidiary of McGraw-Hill Financial Inc., and its successors.

“ Sale and Leaseback Transaction ” has the meaning specified in Section 5.02.

“ Significant Subsidiary ” means any significant subsidiary as defined in Rule 1-02(w) of Regulation S-X promulgated by the Commission.

“ Stated Maturity ” means, with respect to any installment of interest or principal on the Notes, the date on which such payment of interest or principal was scheduled to be paid pursuant to this Indenture, and shall not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

“ Subsidiary of the Company ” or similar references means any corporation, association or other business entity of which at the time of determination the Company or one or more of the Company’s 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 the Company or any of its Restricted Subsidiaries and one or more surety providers, for the benefit of the Company’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.

“ Taxes ” has the meaning specified in Section 6.01(a).

“ Tax Redemption Price ” has the meaning assigned to such term in Section 4.02(a).

“ Term Loan B Facility ” means the Term Loan Agreement, dated as of November 30, 2016, among the Company, as Borrower, Bank of Tokyo-Mitsubishi UFJ, LTD., as Administrative Agent, and the other Lenders party thereto, as amended on July 25, 2017 and as further amended from time to time.

“ Treasury Rate ” means, with respect to any redemption date pursuant to Section 4.01, 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, the Company 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.

“ Trigger Period ” has the meaning specified in the definition of “Ratings Event.”

“ 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 Equity of which are owned by the Company and/or any one or more of the Company’s other Wholly Owned Restricted Subsidiaries at such time.

Section 1.02 . Conflicts with Base Indenture. In the event that any provision of this First Supplemental Indenture limits, qualifies or conflicts with a provision of the Base Indenture, such provision of this First Supplemental Indenture shall control.

ARTICLE 2
FORM OF NOTES

Section 2.01 . Form of Notes. The Notes shall be substantially in the form of Exhibit A hereto, which is hereby incorporated in and expressly made a part of the Indenture.

ARTICLE 3
THE NOTES

Section 3.01 . Amount; Series; Terms. (a) There is hereby created and designated one Series of Securities under the Base Indenture: the title of the Notes shall be “4.875% Notes due 2029.” The changes, modifications and supplements to the Base Indenture effected by this First Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other Series of Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other Series of Securities specifically incorporates such changes, modifications and supplements.

(b) The aggregate principal amount of Notes that initially may be authenticated and delivered under this First Supplemental Indenture (the “ Initial Notes ”) shall be limited to $450,000,000, subject to increase as set forth in Section 3.03.

(c) The Stated Maturity of the Notes shall be June 15, 2029. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service charge (in accordance with and subject to Section 2.08 of the Base Indenture), at the office or agency of the Company maintained for such purpose, which shall initially be the Corporate Trust Office.

(d) The Notes shall bear interest at the rate of 4.875% per annum beginning on June 6, 2019, or from the most recent Interest Payment Date to or for which interest has been paid or duly provided for, as further provided in the form of Note annexed hereto as Exhibit A. Interest shall be computed shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The Interest Payment Dates for the Notes shall be June 15 and December 15 of each year, beginning on December 15, 2019, and the “ record date ” for any interest payable on each such Interest Payment Date shall be the immediately preceding June 1 and December 1, respectively; provided that upon the Stated Maturity of the Notes interest shall be payable on such Stated Maturity from the most recent date to which interest has been paid or duly provided, and shall include the required payment of principal or premium, if any; and provided further , the “ record date ” for any interest, principal, or premium, if any, payable on the Stated Maturity of the Notes shall be the immediately preceding June 1, 2029. If any Interest Payment Date, Stated Maturity or other payment date with respect to the Notes is not a Business Day, the required payment of principal, premium, if any, or interest shall be due on the next succeeding Business Day as if made on the date that such payment was due, and, unless the Company defaults on such payment, no interest shall accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as the case may be, to the date of that payment on the next succeeding Business Day.

(e) The Notes shall be issued in the form of one or more Global Securities, deposited with the Trustee as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as provided in Section 2.04 of the Base Indenture.

(f) Payment of principal of and premium, if any, and interest on a Global Security registered in the name of or held by the Depositary or its nominee shall be made in immediately available funds to the Depositary or its nominee, as the case may be, as the registered Holder of such Global Security. If the Notes are no longer represented by a Global Security, payment of principal, premium, if any, and interest on certificated Notes in definitive form may, at the Company’s option, be made by (i) by wire transfer of immediately available funds to the accounts specified by the Holders thereof or (ii) if no such account is specified at least 15 days prior to the applicable date for such payment, by mailing a check to the applicable Holder’s registered address as set forth in the Securities Register.

Section 3.02 . Denominations. The Notes shall be issuable only in registered form without coupons and only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Section 3.03 . Additional Notes; Repurchases. The Company may, from time to time, subject to compliance with any other applicable provisions of the Indenture, without notice to or the consent of the Holders of the Notes, increase the principal amount of the Notes by issuing additional Notes having the same terms and conditions as, and ranking equally and ratably with, the Notes in all respects (the “ Additional Notes ”), except that Additional Notes:

(i) may have a different issue date from the Initial Notes;

(ii) may have a different issue price from the Initial Notes; and

(iii) may, if applicable, have a different interest accrual date and first Interest Payment Date following the issue date of such Additional Notes than the Initial Notes;

provided that if any such Additional Notes are not fungible with the outstanding Notes for U.S. federal income tax purposes, such Additional Notes shall have one or more separate CUSIP numbers. Except as set forth in Section 5.05, the Initial 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, repurchase, waivers, amendments or otherwise, and will vote together as one class on all matters.

The Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), purchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives. The Company shall cause any Notes so purchased (other than Notes purchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation, and such Notes shall no longer be considered outstanding under the Indenture upon their purchase.

Section 3.04 . No Sinking Fund. The Notes shall not be subject to any sinking fund.

ARTICLE 4
REDEMPTION; OFFER TO PURCHASE

Section 4.01 . Optional Redemption. (a) Subject to Section 1.02 hereof, the provisions of Article 5 of the Base Indenture, as supplemented by the provisions of this First Supplemental Indenture, shall apply to the Notes.

(b) At any time and from time to time, upon not less than 30 nor more than 60 days’ notice, prior to the Par Call Date, the Company may redeem some or all of the Notes at a 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:

(i) 100% of the aggregate principal amount of the Notes to be redeemed; or

(ii) the sum of the present values of the Remaining Scheduled Payments (including interest and principal) on the Notes to be redeemed.

If the Company elects to redeem some or all of the Notes on or after the Par Call Date, the Company 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, the Company 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 applicable Treasury Rate plus 0.450% (45 basis points).

(c) Notwithstanding Section 4.01(b), installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a redemption date shall be payable on the Interest Payment Date to the registered Holders as of the close of business on the relevant record date in accordance with the provisions of such Notes and the Indenture. Unless the Company defaults in the payment of the redemption price and accrued interest, if any, on and after the redemption date, interest shall cease to accrue on the Notes or any portion thereof called for redemption.

Section 4.02 . Redemption for Tax Reasons. (a) The Company may, at its 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.

(b) The date and the applicable redemption price will be specified in the notice of tax redemption, which will be given in accordance with Section 5.02 of the Base Indenture not earlier than 90 days prior to, and not later than 90 days after, the earliest date on which the Company, would be obligated to pay such Additional Amounts if a payment in respect of the Notes were actually due on such date and, at the time such notification of redemption is given, such obligation to pay such Additional Amounts remains in effect.

(c) Prior to giving the notice of a tax redemption, the Company will deliver to the Trustee an Officer’s Certificate stating that the Company is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company to so redeem have occurred and an Opinion of Counsel to that effect based on the statement of facts.

Section 4.03 . Offer to Purchase. (a) An Offer to Purchase must be made by written offer (the “ offer ”) sent to the Holders. The Company will notify the Trustee at least 15 days (or such shorter period as is acceptable to the Trustee) prior to sending the offer to Holders of its obligation to make an Offer to Purchase, and the offer will be sent by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company.

(b) The offer must include or state the following as to the terms of the Offer to Purchase:

(1) the aggregate principal amount of the outstanding Notes offered to be purchased by the Company pursuant to the Offer to Purchase (the “ purchase amount ”);

(2) the purchase price, including the portion thereof representing accrued interest;

(3) an expiration date (the “expiration date”) not less than 30 days or more than 60 days after the date of the offer, and a settlement date for purchase (the “ purchase date ”) not more than five Business Days after the expiration date;

(4) information concerning the business of the Company and its Subsidiaries which the Company in good faith believes will enable the Holders to make an informed decision with respect to the Offer to Purchase;

(5) a Holder may tender all or any portion of its Notes, subject to the requirement that any portion of a Note tendered must be in minimum denominations of $2,000 in principal amount or an integral multiple of $1,000 in excess thereof ( provided that no Note in a denomination of other than $2,000 or an integral multiple of $1,000 in excess thereof may remain outstanding after giving effect to such repurchase);

(6) the place or places where Notes are to be surrendered for tender pursuant to the Offer to Purchase;

(7) each Holder electing to tender a Note pursuant to the offer will be required to surrender such Note at the place or places specified in the offer prior to the close of business on the expiration date (such Note being, if the Company or the Trustee so requires, duly endorsed or accompanied by a duly executed written instrument of transfer);

(8) interest on any Note not tendered, or tendered but not purchased by the Company pursuant to the Offer to Purchase, will continue to accrue;

(9) on the purchase date the purchase price will become due and payable on each Note accepted for purchase, and interest on Notes purchased will cease to accrue on and after the purchase date;

(10) Holders are entitled to withdraw Notes tendered by giving notice, which must be received by the Company or the Trustee not later than the close of business on the expiration date, setting forth the name of the Holder, the principal amount of the tendered Notes, the certificate number of the tendered Notes and a statement that the Holder is withdrawing all or a portion of the tender;

(11) if any Note is purchased in part, new Notes equal in principal amount to the unpurchased portion of the Note will be issued (provided that no Note in an unauthorized denomination may remain outstanding after any repurchase); and

(12) if any Note contains a CUSIP or CINS number, no representation is being made as to the correctness of the CUSIP or CINS number either as printed on the Notes or as contained in the offer and that the Holder should rely only on the other identification numbers printed on the Notes.

The notice shall, if sent 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.

(i) accept for payment all Notes or portions thereof properly tendered pursuant to the Offer to Purchase;

(ii) 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

(iii) deliver or cause to be delivered to the Trustee all Notes properly accepted, together with an Officer’s Certificate specifying which Notes have been accepted for purchase.

(d) On the purchase date the purchase price will become due and payable on each Note accepted for purchase, and interest on Notes purchased will cease to accrue on and after the purchase date. The paying agent will disburse to each Holder of Notes properly tendered the purchase price for such Notes, and the Company shall execute, and the Trustee will authenticate and deliver (or cause to be transferred by book-entry) to each Holder, a new Note (or beneficial interest in a Global Security) equal in principal amount to any unpurchased portion of any Notes surrendered.

(e) The Company will comply with Rule 14e-1 under the Exchange Act and all other applicable laws in making any Offer to Purchase, and the above procedures will be deemed modified as necessary to permit such compliance.

(f) The Company 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 the Company and such third party purchases all Notes properly tendered and not withdrawn under its offer.

ARTICLE 5
COVENANTS AND REMEDIES

Section 5.01 . Limitation on Liens. (a) The Company will not, and will not permit any Restricted Subsidiary to create, incur or assume any Lien on any property (including shares of Capital Stock or Indebtedness) or assets, whether now owned or hereafter acquired,

to secure Indebtedness (including Guarantees) of the Company, 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 (together with, if the Company so determines, any other Indebtedness of the Company or such Restricted Subsidiary then existing or thereafter created which is not subordinated in right of payment to the Notes) 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 pursuant to this Section 5.01 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.

(b) Except in the case of any Lien granted under the Credit Facilities, the foregoing restriction in Section 5.01(a) above shall not, however, apply to:

(1) Liens on property or assets of the Company or any Restricted Subsidiary existing on the Issue Date;

(2) Liens on property or assets of any Person, 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 the Company 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 the Company 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 the Company or any other Restricted Subsidiary;

(3) Liens on property or assets of the Company 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 the Company or any Restricted Subsidiary;

(4) 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 the Company 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 the Company 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 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 the Company 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);

(5) Liens which secure Indebtedness owing by (a) the Company to a Restricted Subsidiary or (b) any Subsidiary to the Company or to a Restricted Subsidiary;

(6) Liens on the property of the Company 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;

(7) 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 shall have been made;

(8) 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;

(9) 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 the Company or any Restricted Subsidiary and Liens of a landlord,

lessor or lessee under operating leases to which the Company or a Restricted Subsidiary is a party;

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

(11) Liens incurred in the ordinary course of business securing Indebtedness under any interest rate agreement, currency agreement or other similar agreement designed to protect the Company 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;

(12) 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 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) of this clause (12), in the case of each of (a), (b), (c), (d) and (e) not incurred or made in connection with the borrowing of money;

(13) Liens on receivables, leases, Receivables Assets or other financial assets incurred in connection with a Permitted Receivables Transaction;

(14) judgment Liens against the Company 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;

(15) 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 the Company or a Restricted Subsidiary;

(16) Liens (x) arising in connection with the administration and operation of deposit accounts of the Company or any of the Company’s 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 the Company or

any Subsidiary of the Company 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 setoff, revocation, refund or chargeback against money or instruments of the Company or any Subsidiary of the Company 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;

(17) 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;

(18) 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;

(19) 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 subsections (1) through (18) above or the Indebtedness secured thereby;

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

(21) 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 the Company or any Subsidiary of the Company;

(22) 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 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

(23) Liens in favor of the Holders pursuant to this Indenture.

(c) 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 set forth in this Section 5.01(a) and (b) apply), the restriction on Liens on property or assets of the Company or any Restricted Subsidiary contained above will also not apply to the creation, incurrence or assumption by the Company or any Restricted Subsidiary of a Lien which would otherwise be subject to the restrictions under this Section 5.01 if the aggregate principal amount

of all Indebtedness secured by Liens on property or assets of the Company and of any Restricted Subsidiary then outstanding (not including any such Indebtedness secured by Liens permitted to be incurred pursuant to clauses (1) through (23) above) plus Attributable Debt of the Company and its Restricted Subsidiaries in respect of Sale and Leaseback Transactions, that would otherwise be subject to the restrictions of Section 5.02 below (not including any such Sale and Leaseback transaction permitted under paragraph (1) thereof in reliance on an exception set forth in clauses (1) through (23) above of this Section 5.01) does not at the time such Indebtedness is incurred exceed an amount equal to 15% of Consolidated Net Tangible Assets.

(d) 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, the Company, 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 clauses (1) through (23) of Section 5.01(b) or Section 5.01(c), and a Lien may be divided and classified and reclassified into more than one of the types of Liens described above.

(e) For the purposes of this covenant, 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 the Company) 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.

Section 5.02 . Limitation on Sale and Leaseback Transactions. The Company will not, and will not permit any Restricted Subsidiary to, enter into any arrangement after the Issue Date with any bank, insurance company or other lender or investor (other than the Company or another Restricted Subsidiary) providing for the leasing by the Company 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 the Company or a Restricted Subsidiary for more than 180 days and (y) have been or are to be sold or transferred by the Company 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:

(1) the Company and its Restricted Subsidiaries would be entitled, pursuant to Section 5.01, 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

(2) the Company, 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 any two of the following: the Chief Executive Officer, the President, the Chief Financial Officer, any Vice President, the Treasurer and the

Controller of The Company) to the retirement of Notes or other Funded Debt, of the Company (other than Funded Debt subordinated in right of payment to the Notes) or Funded Debt of a Restricted Subsidiary; provided that the amount to be so applied shall be reduced by (i) the principal amount of the Notes delivered within 180 days after such sale or transfer to the trustee for retirement and cancellation, and (ii) the principal amount of any such Funded Debt of the Company or a Restricted Subsidiary, other than the Notes, voluntarily retired by the Company or a Restricted Subsidiary within 180 days after such sale or transfer, excluding in the case of both (i) and (ii), retirement pursuant to any mandatory prepayment or by payment at maturity.

Section 5.03 . Repurchase of Notes Upon a Change of Control. Within 30 days following a Change of Control Repurchase Event or, at the Company’s option, prior to such Change of Control but after public announcement thereof, the Company (unless it has exercised its right to redeem all the Notes) shall make an Offer to Purchase all outstanding Notes at a purchase price equal to 101% of the aggregate principal amount plus accrued and unpaid interest to but not including the date of purchase.

Section 5.04 . Events of Default; Acceleration. (a) Section 6.01 of the Base Indenture shall not apply to the Notes. Instead, each of the following events shall be an “ Event of Default ” with respect to the Notes:

(1) the Company defaults in the payment of interest on any Note, or any Additional Amounts payable with respect thereto, when the same becomes due and payable, and the default continues for a period of 30 days;

(2) the Company defaults in the payment of the principal or any premium with respect to any Note, or any Additional Amounts payable with respect thereto, when the same becomes due and payable at maturity, upon acceleration or redemption, or otherwise;

(3) the Company defaults in the performance of or breaches any other covenant, warranty or agreement of the Company in the Indenture with respect to the Notes or under the Notes (other than a covenant or warranty included therein solely for the benefit of one or more series of Securities other than the Notes) and the default or breach continues for a period of 90 consecutive days after written notice to the Company by the Trustee or to the Company and the Trustee by the Holders of not less than 25% in aggregate principal amount of the Notes specifying such default or breach and requiring it to be remedied and stating that it is a “Notice of Default” under the Indenture;

(4) there occurs with respect to any issue or issues of Indebtedness (including any Guarantee and any other series of debt securities) of the Company or any Significant 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;

(5) the Company or any of its Significant 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 $150,000,000 in the aggregate, which are not stayed on appeal or are not otherwise being appropriately contested in good faith;

(6) an involuntary case or other proceeding is commenced against the Company or any Significant Subsidiary with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding remains undismissed and unstayed for a period of 60 days; or an order for relief is entered against the Company or any Significant Subsidiary under the federal bankruptcy laws as now or hereafter in effect;

(7) the Company or any of its Significant Subsidiaries (i) commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, (ii) consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company or any of its Significant Subsidiaries or of all or substantially all of the property and assets of the Company or any of its Significant Subsidiaries or (iii) effects any general assignment for the benefit of creditors, in each case, other than a proceeding initiated by or on behalf of the Company or a Subsidiary of the Company to effect the winding up, dissolution or other termination of existence of a Subsidiary of the Company which is permitted under Section 3.05 of the Base Indenture (an event of default specified in clause (6) or (7) a “ bankruptcy default ”);

(b) Section 6.02 of the Base Indenture shall be amended with respect to the Notes by replacing the first two paragraphs of such section with the following:

“If an Event of Default, other than a bankruptcy default with respect to the Company (but not any Significant Subsidiary of the Company), occurs and is continuing under the Indenture with respect to any Notes, then, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, by written notice to the Company (and to the Trustee if the notice is given by the Holders), may declare the principal of and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal and interest will become immediately due and payable. If a bankruptcy default occurs with respect to the Company, the principal of and accrued interest on the Notes then outstanding will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.”

Section 5.05 . Modification and Waiver. (a) Article 9 of the Base Indenture, as amended by this Section 5.05, shall apply to the Notes.

(b) Section 9.01 of the Base Indenture shall not apply to the Notes. In lieu thereof, the Company and the Trustee, without the consent of the Holders of the Notes (or any other Security outstanding under the Base Indenture), may modify or amend the Indenture in order:

(i) to add to the covenants of the Company in the Indenture for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Company by the Indenture;

(ii) to add to the Events of Default or the covenants of the Company for the benefit of the Holders of the Notes;

(iii) to provide for uncertificated Notes in addition to or in place of certificated Notes, provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code;

(iv) to evidence and provide for the acceptance of an appointment hereunder by a successor Trustee;

(v) to provide for any Guarantee of the Notes, to secure the Notes or to confirm and evidence the release, termination or discharge of any Guarantee of or Lien securing the Notes when such release, termination or discharge is permitted by the Indenture;

(vi) to cure any ambiguity, defect or inconsistency in the Indenture or the Notes;

(vii) to make any other change that does not materially and adversely affect the rights of any Holder in any material respect;

(viii) to provide for the issuance of Additional Notes, subject to the limitations set forth in Section 3.03;

(ix) to comply with any requirements of the Commission in connection with the qualification of the Indenture under the Trust Indenture Act;

(x) to provide for the assumption of the Company’s obligations in the case of a merger or consolidation and the Company’s release and discharge upon such assumption provided that Article 4 of the Base Indenture is complied with; or

(xi) to conform the text of the Indenture or the Notes to any corresponding provision of the “Description of Notes” section of the Prospectus.

(c) Section 9.02 of the Base Indenture shall be amended with respect to the Notes by replacing clauses (i) through (ix) of such Section with the following:

(i) reduce the principal amount of or change the Stated Maturity of any installment of principal of any Note or any Additional Amounts with respect thereto;

(ii) reduce the rate of or change the Stated Maturity of any interest payment on any Note or any Additional Amounts with respect thereto;

(iii) reduce the amount payable upon the redemption of any Note or change the times at which any Note may be redeemed or, once notice of redemption has been given, the time at which it must thereupon be redeemed;

(iv) after the time an Offer to Purchase is required to have been made, reduce the purchase amount or purchase price, or extend the latest expiration date or purchase date thereunder;

(v) change any place where, or the currency in which, the Notes are payable;

(vi) impair the right of any Holder of Notes to receive any principal payment or interest payment on such Holder’s Notes, on or after the Stated Maturity thereof, or to institute suit for the enforcement of any such payment,

(vii) reduce the percentage of the principal amount of the Notes the consent of the Holders of which is required for amendments or waivers or the requirements for a quorum or voting at a meeting of Holders; or

(viii) modify or change any provision of the Indenture affecting the ranking of (or with respect to any collateral securing the Notes, the priority of) the Notes in a manner adverse to the Holders of the Notes.

Section 5.06 . References In Base Indenture. References to “Section 6.01,” “clause (a) or (b) of Section 6.01,” “clause (c) of Section 6.01,” “Section 6.01(d)” or “Section 6.01(e)” in the Base Indenture shall be deemed to refer to “Section 5.04(a),” “clause (1) or (2) of Section 5.04(a),” “clause (3) of Section 5.04(a),” “Section 5.04(a)(6)” and Section 5.04(a)(7)” of this First Supplemental Indenture, respectively.

Section 5.07 . Defeasance and Discharge. Article 8 of the Base Indenture shall apply to the Notes.

Section 5.08 . Bermuda Branch; Full Recourse Obligations. For the avoidance of doubt, Section 1.17 of the Base Indenture shall apply to the Notes.

ARTICLE 6
PAYMENT OF ADDITIONAL AMOUNTS

Section 6.01 . Payment of Additional Amounts. (a) Any amounts paid, or caused to be paid, by the Company or any of its successors pursuant to Section 3.01 of the Base 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 successor, or any Subsidiary, branch, division or other entity through which the Company 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, the Company or any relevant successor will, subject to timely compliance by the Holders or beneficial owners of the relevant Notes with any relevant administrative requirements, notify the Trustee and 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 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.

(b) Notwithstanding the foregoing, no Additional Amounts shall be paid to any Holder or beneficial owner for or on account of any of the following:

(i) 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;

(ii) 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 30 days after the date such payment became due or was provided for, whichever is later;

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

(iv) 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;

(v) 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 (i) through (iv) above;

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

(vii) any combination of the above.

ARTICLE 7
MISCELLANEOUS

Section 7.01 . Confirmation of Indenture. The Base Indenture, as supplemented and amended by this First Supplemental Indenture, is in all respects ratified and confirmed, and the Base Indenture and this First Supplemental Indenture shall be read, taken and construed as one and the same instrument.

Section 7.02 . Counterparts. This First Supplemental Indenture may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. The exchange of copies of this First Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this First Supplemental Indenture as to the parties hereto and may be used in lieu of the original First Supplemental Indenture and signature pages for all purposes.

Section 7.03 . Governing Law; Submission to Jurisdiction. This First Supplemental Indenture and the Notes shall be governed by, and construed in accordance with, the laws of the State of New York. To the fullest extent permitted by applicable law, the Company hereby irrevocably submits to the jurisdiction of any Federal or State court located in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Indenture or any Notes and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. The Company irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in such a court and any claim that any suit, action or proceeding brought in such a court has been brought in an inconvenient forum. The Company agrees that final judgment in any such suit, action or proceeding brought in such a court may be enforced in the courts of any jurisdiction to which the Company is subject by a suit upon such judgment, provided that service of process is effected upon the Company in the manner specified herein or as otherwise permitted by law. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, executor or

otherwise) with respect to itself or its property, the Company hereby irrevocably waives such immunity in respect of its obligations under this Indenture, to the extent permitted by law.

The Company hereby appoints CT Corporation System, with offices on the date hereof at 111 Eighth Avenue, New York, New York 10011, as their authorized agent (the “ Authorized Agent ”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Indenture or the Notes or the transactions contemplated herein that may be instituted in any State or U.S. federal court in the Borough of Manhattan in The City of New York, by any Holder or the Trustee, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company.

Section 7.04 . Recitals by the Company . The recitals in this First Supplemental Indenture are made by the Company only and not by the Trustee, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this First Supplemental Indenture or of the Notes. The Trustee shall not be accountable for the use or application by the Company of the Notes or the proceeds thereof. All of the provisions contained in the Base Indenture in respect of the rights, privileges, immunities, powers and duties of the Trustee shall be applicable in respect of the Notes and of this First Supplemental Indenture as fully and with like effect as if set forth herein in full.

[Signature pages follow]

IN WITNESS WHEREOF, the parties have caused this First Supplemental Indenture to be duly executed as of the date first written above.

FLEX LTD.


By:	/s/ Manny Marimuthu
	Name:	Manny Marimuthu
	Title:	Authorized Signatory

U.S. BANK NATIONAL ASSOCIATION , as Trustee


By:	/s/ Paula Oswald
	Name:	Paula Oswald
	Title:	Vice President

[Signature Page – First Supplemental Indenture]

FORM OF NOTE

(FACE OF NOTE)

THIS SECURITY IS ISSUED IN GLOBAL FORM AND REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”) OR A NOMINEE THEREOF. UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, TO THE COMPANY (AS DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM IN ACCORDANCE WITH THE TERMS HEREOF AND OF THE INDENTURE (AS DEFINED BELOW), THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

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FLEX LTD.

4.875% Notes due 2029

No. R-[ · ]

CUSIP No.: [ · ]

ISIN No.: US[ · ]

Initially $

FLEX LTD., a Singapore registered public company limited by shares and having company registration no. 199002645H, promises to pay to CEDE & CO., or registered assigns, the principal sum set forth on the Schedule of Exchanges of Securities attached hereto on June 15, 2029.

Issue Date: [ · ], 20[ · ]

Interest Rate: 4.875% per annum

Interest Payment Dates: June 15 and December 15

Record Dates: June 1 and December 1

Additional provisions of this Note are set forth on the reverse hereof. This Note is a “Security” within the meaning of the Indenture, and all references to “Note” or “Notes” herein shall be deemed to refer to “Security” or “Securities” unless the context otherwise requires.

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IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by its duly authorized signatory.

	FLEX LTD.


	By:
		Name:
		Title:

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TRUSTEE’S CERTIFICATE OF AUTHENTICATION:

U.S. Bank National Association, as Trustee, certifies that this is one of the Securities referred to in the Indenture.

By:		Dated:
	Authorized Signatory

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[REVERSE SIDE OF NOTE]

FLEX LTD.

4.875% Note Due 2029

1. Principal and Interest.

The Company promises to pay the principal of this Note on June 15, 2029.

The Company promises to pay interest on the principal amount of this Note on each interest payment date, as set forth on the face of this Note, at the rate of 4.875% per annum (subject to adjustment as provided below).

Interest will be payable semiannually in arrears on each June 15 and December 15 (to the holders of record of the Notes at the close of business on the June 1 or December 1 immediately preceding the interest payment date), commencing December 15, 2019.

The Company must also pay certain Additional Amounts as specified in the Indenture upon a “Change in Tax Law” as defined in the Indenture.

Interest on this Note will accrue from the most recent date to which interest has been paid on this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next Interest Payment Date, from such Interest Payment Date) or, if no interest has been paid, from the Issue Date. Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months.

The Company will pay interest on overdue principal, premium, if any, and, to the extent lawful, interest at a rate per annum of 4.875%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company or the Trustee for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid.

2. Indenture.

This is one of the Notes issued under an Indenture dated as of June 6, 2019 (the “ Base Indenture ”), as supplemented by the First Supplemental Indenture dated as of June 6, 2019 (the “ Supplemental Indenture ” and, together with the Base Indenture, the “ Indenture ”), between the Company and U.S. Bank National Association, as Trustee. Capitalized terms used herein are used as defined in the Indenture unless otherwise indicated. 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. The Notes are subject to all such terms, and Holders are referred to the Indenture and the Trust Indenture Act for a

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statement of all such terms. To the extent permitted by applicable law, in the event of any inconsistency between the terms of this Note and the terms of the Indenture, the terms of the Indenture will control.

The Notes are general unsecured obligations of the Company. The Indenture limits the original aggregate principal amount of the Notes to $450,000,000, but Additional Notes may be issued pursuant to the Indenture, and the originally issued Notes and all such Additional Notes vote together for all purposes as a single class.

3. Redemption and Repurchase; Discharge Prior to Redemption or Maturity.

This Note is subject to optional redemption, and may be the subject of an Offer to Purchase, as further described in the Indenture. There is no sinking fund or mandatory redemption applicable to this Note.

If the Company deposits or causes to be deposited with the Trustee money or U.S. Government Obligations sufficient to pay the then outstanding principal of, premium, if any, and accrued interest on the Notes to redemption or maturity, the Company may in certain circumstances be discharged from the Indenture and the Notes or may be discharged from certain of its obligations under certain provisions of the Indenture.

4. Registered Form; Denominations; Transfer; Exchange.

The Notes are in registered form without coupons in minimum denominations of $2,000 principal amount and any integral multiple of $1,000 in excess thereof. A Holder may register the transfer or exchange of Notes in accordance with the Indenture. The Trustee may require a Holder to furnish appropriate endorsements, transfer documents, certificates and opinions of counsel and to pay any taxes and fees required by law or permitted by the Indenture. Pursuant to the Indenture, there are certain periods during which the Trustee will not be required to issue, register the transfer of or exchange any Note or certain portions of a Note.

5. Defaults and Remedies.

Other than as set forth below, if an Event of Default, as defined in the Indenture, occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Notes may declare all the Notes to be due and payable. If a bankruptcy or insolvency default with respect to the Company occurs and is continuing, the Notes automatically become due and payable. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of a majority in principal amount of the Notes then outstanding may direct the Trustee in its exercise of remedies.

6. Amendment and Waiver.

Subject to certain exceptions, the Indenture and the Notes may be amended, or default may be waived, with the consent of the Holders of a majority in principal amount

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of the outstanding Notes. Without notice to or the consent of any Holder, the Company and the Trustee may amend or supplement the Indenture or the Notes to, among other things, cure any ambiguity, defect or inconsistency.

7. Authentication.

This Note is not valid until the Trustee (or Authenticating Agent) manually signs the certificate of authentication on the other side of this Note.

8. Governing Law.

This Note shall be governed by, and construed in accordance with, the laws of the State of New York.

9. Abbreviations.

Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= Uniform Gifts to Minors Act).

10. Indenture.

Each Holder, by accepting a Note, agrees to be bound by all of the terms and conditions of the Indenture, as the same may be amended from time to time.

The Company will furnish a copy of the Indenture to any Holder upon written request and without charge.

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ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to

(Insert assignee’s soc. sec. or tax I.D. No.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint agent to transfer this Security on the books of the Company. The agent may substitute another to act for him.

Dated:

Signed:
(Sign exactly as your name appears on the other side of this Security)

Signature Guarantee:

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“ STAMP ”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

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PURCHASE NOTICE UPON A CHANGE OF CONTROL REPURCHASE EVENT

To: Flex Ltd.

The undersigned registered owner of this Note hereby acknowledges receipt of a notice from Flex Ltd. (the “ Company ”) as to the occurrence of a Change of Control Repurchase Event with respect to the Company and hereby directs the Company to pay, or cause the Trustee to pay, an amount in cash equal to 101% of the aggregate principal amount of the Notes, or the portion thereof (which is $2,000 principal amount or an integral multiple of $1,000 in excess thereof) below designated, to be purchased plus interest accrued and unpaid to, but excluding, the purchase date, except as provided in the Indenture. The undersigned hereby agrees that the Notes will be purchased pursuant to the terms and conditions of the Offer to Purchase and the Indenture. Capitalized terms used herein and not otherwise defined herein have the meanings assigned to them in the Indenture dated as of June 6, 2019 (the “ Base Indenture ”), as supplemented by the First Supplemental Indenture dated as of June 6, 2019 (the “ Supplemental Indenture ” and, together with the Base Indenture, the “ Indenture ”), between the Company and U.S. Bank National Association, as Trustee.

Principal amount to be repurchased (at least $2,000 or an integral multiple of $1,000 in excess thereof):

Remaining principal amount following such repurchase:

Dated:

Signed:
(Sign exactly as your name appears on the other side of this Security)

Signature Guarantee:

A- 9

SCHEDULE OF EXCHANGES OF SECURITIES

The initial principal amount of this Global Security is DOLLARS ($ ). The following exchanges of a part of this Global Security for certificated Securities or a part of another Global Security have been made:

Date of Exchange	Amount of decrease in principal amount of this Global Security	Amount of increase in principal amount of this Global Security	Principal amount of this Global Security following such decrease (or increase)	Signature of authorized signatory of Trustee

A- 10

EXHIBIT 5.1

From :	Bernie Lee / Sewa Du Ying		DID :	+65 6890 7084 / 7446
Email :	bernie.lee@allenandgledhill.com sewa.duying@allenandgledhill.com		Fax :	+65 6302 3143 / 3438

Our reference		: BLEE/SEWADY/1017011112	6 June 2019
Your reference		:

Flex Ltd. 2 Changi South Lane Singapore 486123

Dear Sirs

Flex Ltd. US$450,000,000 4.875 Per Cent. Notes due 2029

1. We have acted as legal advisers in Singapore to Flex Ltd. (the “ Company ”) in connection with the filing by the Company of the Registration Statement (No. 333-222773), including the Prospectus (as defined in Schedule 1 to this opinion) (the “ Registration Statement ”), under the U.S. Securities Act of 1933, as amended (the “ Act ”), relating to the offering by the Company of US$450,000,000 in aggregate principal amount of 4.875 Per Cent. Notes due 2029 (the “ Notes ”) as described in the Prospectus.

2. For the purpose of rendering this opinion, we have examined (i) the documents listed and, where appropriate, defined in Schedule 1 to this opinion and (ii) such other documents as we have considered necessary to examine in order that we may render this opinion.

3. We have assumed:

(i) that the Indenture (as defined in Schedule 1 to this opinion) is within the capacity and powers of, and has been validly authorised by, each party thereto (other than the Company) and has been validly executed and delivered by and on behalf of each party thereto (other than the Company) and that the Notes have been validly executed, issued and delivered by or on behalf of each party thereto (other than the Company);

(ii) the genuineness of all signatures on all documents and the completeness, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the completeness, and the conformity to original documents, of all copies or other specimen documents submitted to us and the authenticity of the originals of such latter documents;

Allen & Gledhill LLP

One Marina Boulevard #28-00 Singapore 018989

Tel: +65 6890 7188 | Fax: +65 6327 3800

allenandgledhill.com

Allen & Gledhill LLP (UEN/Registration No. T07LL0925F) is registered in Singapore under the Limited Liability Partnerships Act (Chapter 163A) with limited liability. A list of the Partners and their professional qualifications may be inspected at the address specified above.

(iii) that the copies of the Constitution of the Company, its Certificate Confirming Incorporation of Company, its Certificate of Incorporation of Private Company, its Certificate of Incorporation on Conversion to a Public Company and its Certificate of Incorporation on Change of Name of Company submitted to us for examination are true, complete and up-to-date copies;

(iv) that the copies of the Resolutions (as defined in Schedule 1 to this opinion) are true, complete and up-to-date and the Resolutions have not been rescinded or modified and remain in full force and effect and that no other resolution or other action has been taken which may affect the validity of the Board Resolutions;

(v) that the information disclosed by the electronic searches made on 6 June 2019 (the “ ACRA Searches ”) of the electronic records of the Accounting and Corporate Regulatory Authority of Singapore (the “ ACRA ”) against the Company is true and complete and that such information has not since then been materially altered and that such search did not fail to disclose any material information which has been delivered for filing but did not appear on the public file at the time of the search;

(vi) that the information disclosed by the searches of the Appeal Cases, Admiralty, Civil Cases, Enforcement and Insolvency (including Judicial Management) modules made on 6 June 2019 in respect of the years 2017, 2018 and 2019 on the Cause Book Search of the Singapore Judiciary’s Integrated Electronic Litigation System against the Company (the “ Court Searches ”) is true and complete and that such information has not since then been materially altered and that such searches did not fail to disclose any material information which has been delivered for filing but was not disclosed at the time of the searches;

(vii) the Notes will be duly issued, executed, delivered, offered and sold in accordance with the terms of the Indenture and, in particular, Section 309B of the Securities and Futures Act, Chapter 289 of Singapore have been and will be complied with in all respects;

(viii) that each of the Indenture and the Notes constitutes legal, valid, binding and enforceable obligations of the parties thereto for all purposes under the laws of all jurisdictions other than Singapore;

(ix) that there are no provisions of the laws of any jurisdiction (other than Singapore) which may be contravened by the execution or delivery of the Indenture or the offering, issue, sale and delivery of the Notes and that, insofar as any obligation expressed to be incurred or performed under the Indenture or the Notes falls to be performed in or is otherwise subject to the laws of any jurisdiction (other than Singapore), its performance will not be illegal by virtue of the laws of that jurisdiction and all such laws have been or will be complied with;

(x) that the choice of New York law as the governing law of the Indenture and the Notes has been made in good faith and will be regarded as a valid and binding selection which will be upheld in the United States federal or state courts in the State of New York as a matter of New York law and all other relevant laws except the laws of Singapore;

(xi) that all consents, approvals, authorisations, licences, exemptions or orders required from any governmental or other regulatory authority, body or agency outside Singapore and all other requirements outside Singapore for the legality, validity and enforceability of each of the Indenture and the Notes and the offering, issue, sale or delivery of the Notes have been or will be duly obtained or fulfilled and are and will remain in full force and effect and that any conditions to which they are subject have been (or will be) satisfied;

(xii) that all forms, returns, documents, instruments, exemptions or orders required to be lodged, filed, notified, advertised, recorded, registered or renewed with any governmental or other regulatory authority, body or agency outside Singapore (including in Bermuda), at any time prior to, on or subsequent to issue of the Notes, for the legality, validity and enforceability of each of the Indenture and the Notes and the offering, issue, sale and delivery of the Notes, have been or will be duly lodged, filed, notified, advertised, recorded, registered or renewed and that any conditions in relation to such lodgement, filing, notification, advertisement, recording, registration or renewal have been (or will be) satisfied;

(xiii) that no party to the Indenture is, or will be, engaging in misleading or unconscionable conduct or seeking to conduct any relevant transaction or associated activity in a manner or for a purpose not evident on the face of the Indenture which might render any of the Indenture or the Notes or any relevant transaction or associated activity illegal, void or voidable;

(xiv) there are no provisions of the laws of any jurisdiction outside Singapore which would have any implication for the opinions we express and, insofar as the laws of any jurisdiction outside Singapore may be relevant, such laws have been or will be complied with;

(xv) that in exercising the respective power of each party to the Indenture and undertaking and performing the obligations expressed to be undertaken and performed by it under the Indenture and (in the case of the Company) issuing and delivering the Notes and undertaking and performing the obligations expressed to be undertaken and performed by it under the Notes, each party (and in the case where the party is a corporation, the directors, officers or other authorised representatives, as applicable, of such party) to the Indenture will be acting in good faith and in furtherance of the respective substantive objects and for the legitimate purpose of each of the parties to the Indenture, and that the entry into the Indenture by each of the parties thereto and (in the case of the Company) the issue and delivery of the Notes may reasonably be considered to have been in the interests,

and for the commercial benefit, of each of the parties to the Indenture and the Company, respectively ;

(xvi) the correctness of all facts (other than those stated in paragraph 5 below) stated in the Indenture and the Prospectus; and

(xvii) that interest and other amounts payable under the Notes are not deemed to be derived from Singapore under Section 12(6) of the Income Tax Act, Chapter 134 of Singapore (“ ITA ”) (1) .

4. The ACRA Searches and the Court Searches revealed no application for or order or resolution for the winding-up of the Company and no notice of appointment of a receiver or judicial manager for the Company. Notice of a winding-up order made or resolution passed or a receiver or judicial manager appointed may not be filed at the ACRA immediately.

5. Based upon and subject to the foregoing, and subject to the qualifications set forth below and any matters not disclosed to us, we are of the opinion that:

(i) the Company is a company duly incorporated and validly existing under Singapore law;

(ii) the Company has the corporate power and capacity to execute and deliver the Indenture and the Notes and to perform its obligations thereunder; and

(iii) the consummation of the transactions contemplated in the Indenture and the issue and offering of the Notes have been, in the case of transactions to which the Company is a party, duly authorised by the Company.

6. This opinion relates only to the laws of general application of Singapore as at the date hereof and as currently applied by the Singapore courts, and is given on the basis that it will be governed by and construed in accordance with Singapore law. We have made no investigation of, and do not express or imply any views on, the laws of any country other than Singapore. In particular, we have made no investigation of New York laws or the laws of Bermuda as a basis for this opinion and do not express or imply any views on such laws. In respect of the Indenture, the Notes and the Registration Statement, we have assumed due compliance with all matters concerning United States federal and New York laws, the laws of Bermuda and the laws of all other relevant jurisdictions other than Singapore.

(1) Section 12(6) of the ITA states that there shall be deemed to be derived from Singapore:

(a) any interest, commission, fee or any other payment in connection with any loan or indebtedness or with any arrangement, management, guarantee, or service relating to any loan or indebtedness which is —

(i) borne, directly or indirectly, by a person resident in Singapore or a permanent establishment in Singapore (except in respect of any business carried on outside Singapore through a permanent establishment outside Singapore or any immovable property situated outside Singapore); or

(ii) deductible against any income accruing in or derived from Singapore; or

(b) any income derived from loans where the funds provided by such loans are brought into or used in Singapore.

7. The qualifications to which this opinion is subject are as follows:

(i) the term “ enforceable ” as used means that the obligations assumed or to be assumed by the Company under the Indenture and the Notes are of a type which the Singapore courts enforce. It does not mean that those obligations will necessarily be enforced in all circumstances in accordance with their terms;

(ii) enforcement of the obligations of the Company under the Indenture and the Notes may be affected by prescription or lapse of time, bankruptcy, insolvency, liquidation, reorganisation, reconstruction or similar laws generally affecting creditors’ rights;

(iii) the power of the Singapore courts to grant equitable remedies such as injunction and specific performance is discretionary and accordingly a Singapore court may make an award of damages where an equitable remedy is sought;

(iv) by virtue of the Limitation Act, Chapter 163 of Singapore, failure to exercise a right of
action for more than six years will operate as a bar to the exercise of such right and failure to exercise such a right for a lesser period may result in such right being waived;

(v) a Singapore court may stay proceedings if concurrent proceedings are brought elsewhere;

(vi) this opinion is given on the basis that there has been no amendment to or termination or replacement of the documents, authorisations and approvals referred to in paragraph 2 of this opinion and on the basis of Singapore law in force as at the date of this opinion. This opinion is also given on the basis that we undertake no responsibility to notify any addressee of this opinion of any change in Singapore law after the date of this opinion;

(vii) under general principles of Singapore law, except as may be provided for under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore, a person who is not a contracting party to an agreement is not entitled to the benefits of the agreement and may not enforce the agreement;

(viii) we give no opinion on tax matters and in particular give no opinion on the tax consequences of any transaction contemplated by the Indenture or any related document; and

(ix) we express no opinion on the irrevocability of the appointment of an agent to accept service of process.

8. As the primary purpose of our professional engagement was not to establish or confirm factual matters or financial, accounting or statistical matters and because of the wholly or partially non-legal character of many of the statements contained in the Registration

Statement, we express no opinion or belief on and do not assume any responsibility for the accuracy, completeness or fairness of any of the statements contained in the Registration Statement and we make no representation that we have independently verified the accuracy, completeness or fairness of such statements. Without limiting the foregoing, we express no opinion or belief on, and assume no responsibility for, and have not independently verified the accuracy, completeness or fairness of the financial statements and schedules and other financial and statistical data included or incorporated in the Registration Statement, and we have not examined the accounting, financial or statistical records from which such financial statements, schedules and data are derived.

9. This opinion is strictly limited to the matters stated herein and is not to be read as extending by implication to any other matter in connection with the Indenture or the Notes or otherwise including, but without limitation, any other document signed in connection with the Indenture or the Notes. We consent to the use and filing of this opinion as an exhibit to the Current Report on Form 8-K, dated 6 June 2019, and incorporated by reference into the Registration Statement (including the reference to our name under the caption “Legal Matters”). In giving this consent, we do not hereby admit and shall not be deemed to admit that we are “experts” within the meaning of Section 11 of the United States Securities Act of 1933, as amended or come within the category of persons whose consent is required under Section 7 of the United States Securities Act of 1933, as amended. This opinion is addressed to the Company solely for its own benefit. Save for the filing of this opinion with the SEC as an exhibit to the Prospectus, it is not to be transmitted to, nor is it to be relied upon by, any other person or quoted or referred to in any public document or filed with any governmental agency or other person without our consent in writing. We do not accept any liability to anyone other than the Company (even though you may have provided a copy to another person in accordance with the terms of this paragraph) without our express consent.

Yours faithfully,

/s/ Allen & Gledhill LLP

Allen & Gledhill LLP

SCHEDULE 1

1. An executed copy of the indenture dated 6 June 2019 entered into between the Company, acting through its Bermuda branch, and U.S. Bank National Association, as trustee (the “ Base Indenture ”), as supplemented by a supplemental indenture dated 6 June 2019 entered into between the Company, acting through its Bermuda branch, and U.S. Bank National Association (the “ Supplemental Indenture ” and together with the Base Indenture, the “ Indenture ”).

2. A copy of the prospectus dated 29 January 2018 contained in the Registration Statement (No. 333-222773) on Form S-3 filed with the United States Securities and Exchange Commission on 30 January 2018 (the “ Base Prospectus ”), as supplemented by the prospectus supplement dated 30 May 2019 relating to the offering of the Notes (the “ Prospectus Supplement ” and, together with the Base Prospectus, the “ Prospectus ”).

3. A copy of the Registration Statement, including the Prospectus.

4. Copies of the Constitution of the Company, its Certificate Confirming Incorporation of Company, its Certificate of Incorporation of Private Company, its Certificate of Incorporation on Conversion to a Public Company and its Certificate of Incorporation on Change of Name of Company.

5. Copies of an excerpt of the resolutions adopted by the Board of Directors of the Company (“ Board ”) adopted on 12 December 2017, 14 June 2018 and 9 March 2019, in each case duly certified by the Secretary of the Company (together, the “ Resolutions ”).

EXHIBIT 5.2

Curtis, Mallet-Prevost, Colt & Mosle LLP

Almaty	Mexico City		Telephone +1 212 696 6000
Beijing	Milan	101 Park Avenue	Facsimile +1 212 697 1559
Buenos Aires	Muscat	New York, New York 10178-0061	www.curtis.com
Dubai	Nur-Sultan
Frankfurt	Paris
Geneva	Rome
Houston	Washington, D.C.
London

June 6, 2019

Flex Ltd.

2 Changi South Lane

Singapore 486123

Ladies and Gentlemen:

We have acted as special United States counsel to Flex Ltd., a company organized under the laws of Singapore (the “ Company ”), in connection with the issuance pursuant to an Indenture dated as of the date hereof (the “ Base Indenture ”), between the Company, acting through its Bermuda branch, and U.S. Bank National Association, as trustee (the “ Trustee ”), as supplemented by the First Supplemental Indenture, dated as of the date hereof (together with the Base Indenture, the “ Indenture ”) of $450 million aggregate principal amount of the Company’s 4.875% Notes due 2029 (the “ Notes ”), and the sale of the Notes pursuant to an Underwriting Agreement, dated as of May 30, 2019 (the “ Underwriting Agreement ”), among the Company and J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and BNP Paribas Securities Corp., as representatives of the several underwriters named therein. The Company has filed with the Securities and Exchange Commission (the “ Commission ”) a Registration Statement on Form S-3 (File No. 333-222773) (the “ Registration Statement ”) for the purpose of registering under the Securities Act of 1933, as amended (the “ Securities Act ”), the offer and sale of certain securities, including the Notes.

In rendering the opinion expressed below, we have examined originals or copies of such agreements, instruments and documents as we have deemed necessary or appropriate as a basis for the opinion set forth herein. In our examination of the aforesaid documents, we have assumed, without any independent investigation or verification of any kind, the legal capacity of all persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals or duplicate originals, and the conformity to original documents of all documents submitted to us as certified, conformed, photostatic or facsimile copies and the authenticity of the originals of such latter documents. As to all matters of fact, we have relied on the

	June 6, 2019
Curtis, Mallet-Prevost, Colt & Mosle LLP	Page 2

representations and statements of fact made in the documents so reviewed, and we have not independently established the facts so relied on.

We have assumed (i) that each of the Underwriting Agreement, the Indenture and the Notes (collectively, the “ Documents ”) has been duly authorized by all requisite action, corporate or otherwise, (ii) that each of the Underwriting Agreement and the Indenture has been duly executed and delivered by each of the parties thereto, (iii) that the Notes have been duly executed and delivered by the Company and authenticated by the Trustee in accordance with the Indenture, and delivered against payment therefor in accordance with the terms of the Underwriting Agreement, (iv) that each of the Documents constitutes legally valid and binding obligations of each of the parties thereto other than, solely under the laws of the State of New York, the Company, enforceable against each of them in accordance with their respective terms, and (v) that the status of each of the Documents as legally valid and binding obligations of the parties will not be affected by any (a) breaches of, or defaults under, agreements or instruments, (b) violations of statutes, rules, regulations or court or governmental orders, or (c) failures to obtain required consents, approvals or authorizations from, or to make required registrations, declarations or filings with, governmental authorities.

Based upon the foregoing and subject to the further qualifications and limitations set forth below, we are of the opinion that the Notes are valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

Our opinion is subject to (i) bankruptcy, insolvency (including, without limitation, all laws relating to preferences, fraudulent transfers and fraudulent conveyances), suspension of payments, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights, (ii) general equitable principles (including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of any purported waiver of such concepts), regardless of whether enforcement is sought in a proceeding at law or equity and (iii) principles limiting the availability of the remedy of specific performance.

The foregoing opinion is limited to the matters expressly set forth herein, and no opinion is implied or may be inferred beyond the matters expressly stated.

This opinion is limited to questions arising under the laws of the State of New York as in effect on the date hereof, and we express no opinion as to any law other than the laws of such jurisdiction. Without limiting the generality of the foregoing, this opinion does not cover any matters arising under the laws of the jurisdiction of organization of the Company, or other political subdivisions thereof, or under any treaties or conventions to which such jurisdiction may be a party, or by which it may be bound.

We hereby consent to the filing of this opinion as an exhibit to the Company’s Current Report on Form 8-K to be filed on the date hereof and its incorporation by reference in the Registration Statement, and further consent to the reference to our name under the caption “Legal Matters” in the base prospectus and prospectus supplement thereto, which are a part of the Registration Statement. In giving this consent, we do not admit that we are (i) “experts” within the meaning of Section 11 of the Securities Act or the rules and regulations of the

	June 6, 2019
Curtis, Mallet-Prevost, Colt & Mosle LLP	Page 3

Commission promulgated thereunder or (ii) within the category of persons whose consent is required by Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

	Very truly yours

	/s/ Curtis, Mallet-Prevost, Colt & Mosle LLP

EXHIBIT 99.1

P R E S S R E L E A S E

FLEX ANNOUNCES THE PRICING TERMS

OF ITS CASH TENDER OFFER FOR ANY
AND ALL OF ITS 4.625% NOTES DUE 2020

San Jose, Calif., June 5, 2019 — Flex (Nasdaq: FLEX) today announced the pricing terms of its previously announced cash tender offer (the “Tender Offer”) for any and all of its outstanding 4.625% Notes due 2020 (the “2020 Notes”).

The consideration (the “Tender Offer Consideration”) for each $1,000 principal amount of the 2020 Notes validly tendered and accepted for purchase pursuant to the Tender Offer was determined in the manner described in the Offer to Purchase dated May 30, 2019 (the “Offer to Purchase”) by reference to the fixed spread for the 2020 Notes specified below plus the yield to maturity based on the bid-side price of the U.S. Treasury Reference Security specified below as of 2:00 p.m., New York City time today, the date on which the Tender Offer is currently scheduled to expire.

Title of Security

CUSIP / ISIN Nos.

Principal
Amount
Outstanding

U.S. Treasury
Reference
Security

Bloomberg
Reference
Page

Reference
Yield

Fixed
Spread

Tender
Offer
Consideration(1)

4.625% Notes due 2020

33938E AQ0 / US33938EAQ08

$500,000,000

1.375% UST due February 15, 2020

FIT3

2.207%

+50 bps

$1,013.02

(1) Per $1,000 principal amount.

In addition to the Tender Offer Consideration, holders of the 2020 Notes (“Holders”) will receive accrued and unpaid interest on the 2020 Notes validly tendered and accepted for purchase from the February 15, 2019 interest payment date up to, but not including, the settlement date, which is currently expected to be June 6, 2019 (such date, as it may be extended, the “Settlement Date”). Notes tendered by notice of guaranteed delivery and accepted for purchase are expected to be purchased on the second business day after the Settlement Date, but payment of accrued interest on such 2020 Notes will only be made to, but not including, the Settlement Date.

The Tender Offer will expire today at 5:00 p.m., New York City time, unless extended or earlier terminated as described in the Offer to Purchase (such time and date, as they may be extended, the “Expiration Time”). Holders must validly tender their 2020 Notes at or prior to the Expiration Time (including by notice of guaranteed delivery) and not validly withdraw their 2020 Notes to be eligible to receive the Tender Offer Consideration and accrued and unpaid interest as described above.

The Tender Offer is being made on the terms and subject to the conditions set forth in the Offer to Purchase and the related letter of transmittal and notice of guaranteed delivery and the Company’s press release dated May 30, 2019 announcing the amendment by the Company of the financing condition of the Tender Offer (collectively, the “Offer Documents”). The amended financing condition for the Tender Offer is the successful completion by Flex of its previously announced offering (the “Offering”) of $450 million aggregate principal amount of 4.875% Notes due 2029 (the “New Notes”). The Offering is not conditioned on the completion of the Tender Offer.

Holders who validly tender their 2020 Notes may validly withdraw their tendered 2020 Notes at any time prior to the earlier of (i) the Expiration Time and (ii) if the Tender Offer is extended, the 10th business day after commencement of the Tender Offer. Notes may also be validly withdrawn at any time after the 60th business day after commencement of the Tender Offer if for any reason the Tender Offer has not been consummated by that date.

Holders are urged to read the Offer Documents carefully before making any decision with respect to the Tender Offer. Copies of the Offer Documents are available via the Tender Offer website at www.dfking.com/flex or by contacting D.F. King & Co., Inc., the Information Agent for the Tender Offer, via email at flex@dfking.com or via telephone at (212) 269-5550 (banks and brokers) or (800)

P R E S S R E L E A S E

967-4607 (all others). Questions regarding the terms of the Tender Offer should be directed to the Dealer Managers for the Tender Offer, J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and BNP Paribas Securities Corp. as follows: J.P. Morgan Securities LLC at (212) 834-8553 (collect) or (866) 834-4666 (toll-free), Citigroup Global Markets Inc. at (212) 723-6106 (collect) or (800) 558-3745 (toll-free) or BNP Paribas Securities Corp. at (212) 841-3059 (collect) or (888) 210-4358 (toll-free).

None of Flex, its board of directors, the Dealer Managers, the Information Agent or the trustee for the 2020 Notes, or any of their respective affiliates, is making any recommendation as to whether Holders should tender any 2020 Notes pursuant to the Tender Offer. Holders must make their own decision as to whether to tender any of their 2020 Notes and, if so, the principal amount of 2020 Notes to tender.

This press release is neither an offer to purchase nor a solicitation of an offer to sell any of the 2020 Notes, or an offer to sell or a solicitation of an offer to purchase the New Notes pursuant to the Offering nor is it a solicitation for acceptance of the Tender Offer. Flex is making the Tender Offer only by, and pursuant to the terms of, the Offer Documents. The Tender Offer is not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

About Flex

Flex Ltd. (Reg. No. 199002645H) is the Sketch-to-Scale ® solutions provider that designs and builds intelligent products globally. With approximately 200,000 employees across 30 countries, Flex provides innovative design, engineering, manufacturing, real-time supply chain insight and logistics services to companies of all sizes across industries and markets.

Contacts

Kevin Kessel, CFA

Vice President, Investor Relations

(408) 576-7985

kevin.kessel@flex.com

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of U.S. securities laws, including statements related to the Offering and the Tender Offer. These forward-looking statements involve risks and uncertainties that could cause the actual results to differ materially from those anticipated by these forward-looking statements, including the risks that the Tender Offer and/or the Offering may not be completed on the proposed terms, or at all. Readers are cautioned not to place undue reliance on these forward-looking statements. The following risks, among others, could affect our business and financial performance: future revenues and earnings may not be achieved as expected; the challenges of effectively managing our operations, including our ability to control costs and manage changes in our operations; litigation and regulatory investigations and proceedings; compliance with legal and regulatory requirements; the possibility that benefits of our restructuring actions may not materialize as expected; the expected revenue and margins from recently launched programs may not be realized; our dependence on a small number of customers; the impact of component shortages, including their impact on our revenues; geopolitical risk, including the termination and renegotiation of international trade agreements and trade policies, including the impact of tariffs and related regulatory actions; recently proposed changes or future changes in tax laws in certain jurisdictions where we operate could materially impact our tax expense; the effects that the current macroeconomic environment could have on our business and demand for our products; and the effects that current credit and market conditions could have on the liquidity and financial condition of our customers and suppliers, including any impact on their ability to meet their contractual obligations.

P R E S S R E L E A S E

Additional information concerning these and other risks is described under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our reports on Forms 10-K and 10-Q that we file with the U.S. Securities and Exchange Commission. The forward-looking statements in this press release are based on current expectations and Flex assumes no obligation to update these forward-looking statements, except as required by law.

EXHIBIT 99.2

PRESS RELEASE

FLEX ANNOUNCES THE EXPIRATION AND RESULTS OF ITS CASH TENDER OFFER FOR ANY AND ALL OF ITS 4.625% NOTES DUE 2020

San Jose, Calif., June 6, 2019 — Flex (Nasdaq: FLEX) today announced that its previously announced cash tender offer (the “Tender Offer”) for any and all of its outstanding 4.625% Notes due 2020 (the “2020 Notes”) expired at 5:00 p.m., New York City time, on June 5, 2019. As of the expiration of the Tender Offer, $249,942,000 or 49.99% of the $500 million outstanding aggregate principal amount of the 2020 Notes had been validly tendered and not validly withdrawn. These amounts do not include $50,000 aggregate principal amount of the 2020 Notes subject to the guaranteed delivery procedures described in the Offer to Purchase dated May 30, 2019 (the “Offer to Purchase”). Payment for the 2020 Notes validly tendered and accepted for purchase was made on June 6, 2019, and payment for all 2020 Notes validly tendered pursuant to the guaranteed delivery procedures described in the Offer to Purchase is expected to be made on June 10, 2019.

Holders that validly tendered their 2020 Notes at or prior to the expiration of the Tender Offer and did not validly withdraw their 2020 Notes will receive the Tender Offer consideration of $1,013.02 for each $1,000 principal amount of 2020 Notes tendered and accepted for payment, plus accrued and unpaid interest from the February 15, 2019 interest payment date to, but not including, June 6, 2019 (the “Settlement Date”). Holders that validly tender their 2020 Notes pursuant to the guaranteed delivery procedures described in the Offer to Purchase will receive the same Tender Offer consideration. For the avoidance of doubt, accrued interest will cease to accrue on the Settlement Date for all 2020 Notes tendered pursuant to the guaranteed delivery procedures described in the Offer to Purchase.

The Tender Offer was made pursuant to the terms and subject to the conditions set forth in the Offer to Purchase and the related letter of transmittal and notice of guaranteed delivery and the Company’s press release dated May 30, 2019 announcing the amendment by the Company of the financing condition of the Tender Offer. The amended financing condition for the Tender Offer was the successful completion by Flex of its previously announced offering (the “Offering”) of $450 million aggregate principal amount of 4.875% notes due 2029 (the “New Notes”), which closed on June 6, 2019.

Flex plans to redeem any and all of the 2020 Notes not purchased in the Tender Offer at the make-whole redemption price provided in the indenture governing the 2020 Notes (the “2020 Notes Redemption”), with a redemption date not later than September 30, 2019.

Flex used approximately $256.8 million of the net proceeds to purchase the 2020 Notes tendered pursuant to the Tender Offer on June 6, 2019, and will use the remainder of the net proceeds from the Offering, together with available cash, to fund the purchase of any additional 2020 Notes accepted in the Tender Offer and tendered pursuant to the guaranteed delivery procedures described in the Offer to Purchase and the planned redemption of all remaining then-outstanding 2020 Notes in the 2020 Notes Redemption, including the payment of all premiums, accrued interest and costs and expenses in connection with the Tender Offer and the 2020 Notes Redemption.

J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and BNP Paribas Securities Corp. acted as Dealer Managers for the Tender Offer.

About Flex

Contacts

Kevin Kessel, CFA

Vice President, Investor Relations

(408) 576-7985

kevin.kessel@flex.com

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of U.S. securities laws, including statements related to the 2020 Notes Redemption. These forward-looking statements involve risks and uncertainties that could cause the actual results to differ materially from those anticipated by these forward-looking statements, including the risk that the 2020 Notes Redemption may not be completed. Readers are cautioned not to place undue reliance on these forward-looking statements. The following risks, among others, could affect our business and financial performance: future revenues and earnings may not be achieved as expected; the challenges of effectively managing our operations, including our ability to control costs and manage changes in our operations; litigation and regulatory investigations and proceedings; compliance with legal and regulatory requirements; the possibility that benefits of our restructuring actions may not materialize as expected; the expected revenue and margins from recently launched programs may not be realized; our dependence on a small number of customers; the impact of component shortages, including their impact on our revenues; geopolitical risk, including the termination and renegotiation of international trade agreements and trade policies, including the impact of tariffs and related regulatory actions; recently proposed changes or future changes in tax laws in certain jurisdictions where we operate could materially impact our tax expense; the effects that the current macroeconomic environment could have on our business and demand for our products; and the effects that current credit and market conditions could have on the liquidity and financial condition of our customers and suppliers, including any impact on their ability to meet their contractual obligations.