EXHIBIT 4.3


 


FLEX LTD.


 


and


 


U.S. BANK NATIONAL ASSOCIATION,

as Trustee


 






 


4.875% Notes due 2029


 






 


Second Supplemental Indenture


 


Dated as of November 7, 2019


 


to


 


Indenture dated as of June 6, 2019


 









     


     


    

 


TABLE OF CONTENTS


 




	 	Page




	Article 1 

Definitions and Other Provisions of General Application
	Section 1.01 .  Definitions	2
	Section 1.02 .  Conflicts with Base Indenture	2
	Article 2

 Form of Notes
	Section 2.01 .  Form of Notes	3
	Article 3 

The Notes
	Section 3.01 .  Amount; Series; Terms	3
	Section 3.02 .  Denominations	4
	Section 3.03 .  Additional Notes; Repurchases	4
	Section 3.04 .  No Sinking Fund	4
	Article 4 

Redemption; Offer to Purchase
	Section 4.01 .  Optional Redemption   	5
	Section 4.02
.. Redemption for Tax Reasons	5
	Section 4.03 .  Offer to Purchase   	5
	Article 5 

Covenants and Remedies
	Section 5.01 .  Limitation on Liens   	5
	Section 5.02 .  Limitation on Sale and Leaseback Transactions	5
	Section 5.03 .  Repurchase of Notes Upon a Change of Control	5
	Section 5.04 .  Events of Default; Acceleration	5
	Section 5.05 .  Modification and Waiver	5
	Section 5.06 .  References In Base Indenture	5
	Section 5.07 .  References In this Second Supplemental Indenture	6
	Section 5.08 .  Defeasance and Discharge	6
	Section 5.09 .  Bermuda Branch; Full Recourse Obligations	6



 






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	Article 6 

Payment of Additional Amounts
	Section 6.01 .  Payment of Additional Amounts	6
	Article 7 

Miscellaneous
	Section 7.01 .  Confirmation of Indenture	6
	Section 7.02 .  Counterparts	6
	Section 7.03 .  Governing Law; Submission to Jurisdiction	6
	Section 7.04 .  Recitals by the Company	7


 


	Exhibit A	Form of Note	A-1




 








    ii


     


    

 


SECOND SUPPLEMENTAL INDENTURE, dated as
of November 7, 2019 (“Second 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 the First Supplemental Indenture
dated as of June 6, 2019 (“First Supplemental Indenture”) and this Second Supplemental Indenture (this
Second Supplemental Indenture, together with the Base Indenture and the First Supplemental Indenture, the “Indenture”),
in each case 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 duly authorized the
execution and delivery, and requested the Trustee to join it in the execution and delivery, of the 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 therein;


 


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


 


WHEREAS, Section 2.03 of the Base Indenture
provides that a series of Securities may be reopened for issuances of additional Securities of such series, and sets forth the
conditions for the issuance of such additional Securities, including additional Notes;


 


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 Second
Supplemental Indenture in order to establish and provide for the issuance by the Company of additional Notes on the terms set forth
herein;


 


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


 


WHEREAS, all things necessary to make this
Second 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.


 






    1 


     


    

 


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, as supplemented by the First Supplemental Indenture. To the extent terms are defined in both the
First Supplemental Indenture and the Base Indenture, the applicable definition in the First Supplemental Indenture shall control.
To the extent terms are defined in both the First Supplemental Indenture and the Second Supplemental Indenture, the applicable
definition in this Second Supplemental Indenture shall control. The words “herein,” “hereof” and “hereby”
and other words of similar import used in this Second Supplemental Indenture refer to this Second 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 Second Supplemental Indenture.


 


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


 


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


 


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


 


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


 


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


 


“Initial Notes” has the
meaning specified in Section 3.01(b) of the First Supplemental Indenture.


 


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


 


“Issue Date” means June 6,
2019.


 


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


 


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


 


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


 






    2 


     


    

 


Article
2

Form of Notes


 


Section
2.01. Form of Notes. The Initial Reopened 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)           
The First Supplemental Indenture has previously created and designated one Series
of Securities under the Base Indenture titled the “4.875% Notes due 2029.” Unless otherwise specified herein, the
provisions of the First Supplemental Indenture applicable to the Initial Notes issued thereunder shall apply to the Initial Reopened
Notes issued under this Second Supplemental Indenture. The changes, modifications and supplements to the Base Indenture effected
by this Second Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Initial Reopened
Notes and shall not apply to any other Series of Securities that may be issued under the Base Indenture or Additional Notes that
may be issued under the First Supplemental Indenture unless, in each case, a supplemental indenture with respect to such other
Series of Securities or Additional Notes, as applicable, specifically incorporates such changes, modifications and supplements.


 


(b)           
The aggregate principal amount of Notes that initially may be authenticated and delivered under this Second Supplemental
Indenture (the “Initial Reopened Notes”) shall be limited to $200,000,000. The Initial Reopened Notes shall
be consolidated, form a single series and be fully fungible with such 4.875% Senior Notes due 2029. The Initial Reopened Notes
shall also constitute Additional Notes with respect to the Initial Notes issued under the First Supplemental Indenture. Further
Additional Notes may be issued as set forth in Section 3.03 of the First Supplemental Indenture.


 


(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.


 






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(d)           
The Notes shall bear interest at the rate of 4.875% per annum. Interest on the Notes shall accrue from 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 with respect to the Initial Reopened Notes. Interest 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 Initial Reopened 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 Initial Reopened 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.


 


(g)           
The issue price of the Initial Reopened Notes shall be 99.607% of the principal amount of such Notes.


 


Section
3.02. Denominations. The Initial Reopened 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. Section 3.03 of the First Supplemental Indenture shall apply to the Notes, and
the Initial Reopened Notes shall constitute Additional Notes with respect to the Initial Notes issued thereunder. No Additional
Notes other than the Initial Reopened Notes may be issued under this Second Supplemental Indenture.


 


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


 






    4 


     


    

 


Article
4

Redemption; Offer to Purchase


 


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


 


Section
4.02. Redemption for Tax Reasons. Section 4.02 of the First Supplemental Indenture shall apply to the Notes.


 


Section
4.03. Offer to Purchase.  Section 4.03 of the First Supplemental Indenture shall apply to the Notes.


 


Article
5

Covenants and Remedies


 


Section
5.01. Limitation on Liens.  Section 5.01 of the First Supplemental Indenture shall apply to the Notes.


 


Section
5.02. Limitation on Sale and Leaseback Transactions. Section 5.02 of the First Supplemental Indenture shall apply to
the Notes.


 


Section
5.03. Repurchase of Notes Upon a Change of Control. Section 5.03 of the First Supplemental Indenture shall apply to
the Notes.


 


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 events set forth in Section 5.04(a) of the First Supplemental Indenture shall be an Event of Default with respect
to the Notes.


 


(b)           
Section 6.02 of the Base Indenture with respect to the Notes shall be amended as set forth in Section 5.04(b) of
the First Supplemental Indenture.


 


Section
5.05. Modification and Waiver.


 


(a)           
Article 9 of the Base Indenture, as amended by ‎Section 5.05 of the First
Supplemental Indenture, shall apply to the Notes.


 


(b)           
Section 9.01 of the Base Indenture shall not apply to the Notes. In lieu thereof, Section 5.05(b) of the First Supplemental
Indenture shall apply to the Notes.


 


(c)           
Section 9.02 of the Base Indenture shall be amended with respect to the Notes as set forth in Section 5.05(c) of
the First Supplemental Indenture.


 


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 the First Supplemental
Indenture.


 






    5 


     


    

 


Section
5.07. References In this Second Supplemental Indenture. For the avoidance of doubt, in all instances where provisions
of the First Supplemental Indenture are incorporated into this Second Supplemental Indenture, references to the “Indenture”
shall be deemed to refer to the Base Indenture, the First Supplemental Indenture and this Second Supplemental Indenture, collectively.


 


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


 


Section
5.09. 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. Sections 6.01(a) and 6.01(b) of the First Supplemental Indenture shall apply to
the Notes.


 


Article
7

Miscellaneous


 


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


 


Section
7.02. Counterparts. This Second 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 Second Supplemental Indenture and of signature pages
by facsimile or PDF transmission shall constitute effective execution and delivery of this Second Supplemental Indenture as to
the parties hereto and may be used in lieu of the original Second Supplemental Indenture and signature pages for all purposes.


 






    6 


     


    

 


Section
7.03. Governing Law; Submission to Jurisdiction. This Second 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 Second 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 the First Supplemental Indenture, this Second 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, the First Supplemental Indenture and this Second Supplemental Indenture in respect of the rights,
privileges, immunities, powers and duties of the Trustee shall be applicable in respect of the Notes, of the First Supplemental
Indenture and of this Second Supplemental Indenture as fully and with like effect as if set forth herein in full.


 


[Signature pages follow]


 






    7 


     


    

 


IN WITNESS WHEREOF, the parties have caused
this Second 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 – Second Supplemental
Indenture]




 






     


     


    

 





EXHIBIT A


 


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.


 






    A-1 


     


    

 


FLEX LTD.


4.875% Notes due 2029


 


No. R-2


CUSIP No.: 33938X AA3


ISIN No.: US33938XAA37


Initially $200,000,000


 


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.


 


Initial Issuance Date: November 7,
2019


 


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.


 






    A-2 


     


    

 


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:	 



 






    A-3 


     


    

 


	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	 



 






    A-4 


     


    

 


[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 June 6, 2019.. 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 “First Supplemental Indenture”) and the Second Supplemental Indenture dated
as of November 7, 2019 (the “Second Supplemental Indenture” and, together with the Base Indenture and the
First Supplemental Indenture, the “Indenture”), in each case 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 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.


 






    A-5 


     


    

 


The Notes are general unsecured obligations
of the Company. The First Supplemental 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. The Notes to be issued under the Second Supplemental Indenture are limited to $200,000,000
aggregate principal amount and shall be Additional Notes under the Indenture.


 


		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.


 






    A-6 


     


    

 


		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 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.


 






    A-7 


     


    

 


 



 


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.


 


 












 






    A-8


     


    

 


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 “First Supplemental
Indenture”) and the Second Supplemental Indenture dated as of November 7, 2019 (the “Second Supplemental
Indenture” and, together with the Base Indenture and the First Supplemental Indenture, the “Indenture”),
in each case 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:		 



 


 


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.


 


 



 









    A-9


     


    

 


SCHEDULE OF EXCHANGES
OF SECURITIES


 


The initial principal amount of this Global Security is TWO
HUNDRED MILLION DOLLARS ($200,000,000.00). 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