exv4w04



 






EXHIBIT 4.04




AMENDMENT TO INDENTURE




     AMENDMENT TO INDENTURE, dated as of July 14, 2005, by and between Flextronics
International Ltd., a Singapore corporation (the “Company”) and J.P. Morgan Trust Company, National
Association, as Trustee.



WITNESSETH:




     WHEREAS, the Company and the Trustee entered into the Indenture, dated as of November 17, 2004
(the “Indenture”), relating to the Company’s 6-1/4% Senior Subordinated Notes due 2014;



     WHEREAS, pursuant to Section 9.01(a) of the Indenture, the Company and the Trustee desire to
amend the Indenture to cure an omission in the Indenture;



     WHEREAS, the Company has satisfied all the conditions set forth in Article 9 and Sections
11.04 and 11.05 of the Indenture necessary for the execution and delivery of this Amendment to
Indenture; and



     WHEREAS, pursuant to Section 9.06 of the Indenture, the Trustee is authorized to execute and
deliver this Amendment to Indenture.



     NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained and
intending to be legally bound, the parties to this Amendment to Indenture hereby agree as follows:


SECTION 1. Defined Terms. Capitalized terms used herein and not otherwise defined herein
are used as defined in the Indenture.



SECTION 2. Amendment to Indenture. The Indenture is hereby amended to cure an omission in
the definition of “Pari Passu Debt” in Section 1.01 of the Indenture, so that such definition shall
be and read as follows:



“Pari Passu Debt” shall mean (i) any Debt of the
Company that is pari passu in right of payment to the Notes,
including the Company’s 6-1/2% Senior Subordinated Notes due
2013, the Company’s 9-3/4% Senior Subordinated Notes due
2010 and the Company’s 9-7/8% Senior Subordinated Notes due
2010 and (ii) with respect to any Guarantee of the Notes,
Debt which ranks pari passu in right of payment to such
Guarantee.


SECTION 3. Indenture Ratified. Except as hereby otherwise expressly provided, the
Indenture is in all respects ratified and confirmed, and all the terms, provisions, and conditions
thereof shall be and remain in full force and effect.




 









 







SECTION 4. Counterparts. This Amendment to 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.



SECTION 5. Incorporation of Indenture. All the provisions of this Amendment to Indenture
shall be deemed to be incorporated in, and made a part of, the Indenture; and the Indenture, as
amended by this Amendment to Indenture, shall be read, taken and construed as one and the same
instrument.



SECTION 6. Governing Law. This Amendment to Indenture shall be governed by and construed
in accordance with the laws of the State of New York.



SECTION 7. References to Amendment to Indenture. Any and all notices, requests,
certificates and other instruments executed and delivered after the execution and delivery of this
Amendment to Indenture may refer to the Indenture without making specific reference to this
Amendment to Indenture, but nevertheless all such references shall include this Amendment to
Indenture unless the context otherwise requires.



SECTION 8. Severability. In the event that any provisions of this Amendment to Indenture
shall be invalid, illegal, or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.



SECTION 9. Trust Indenture Act. If any provision hereof limits, qualifies or conflicts
with any provision of the Trust Indenture Act of 1939 required under the Trust Indenture Act of
1939 to be a part of and govern this Amendment to Indenture, the provision of the Trust Indenture
Act of 1939 shall control. If any provision hereof modifies or excludes any provision of the Trust
Indenture Act of 1939 that pursuant to the Trust Indenture Act of 1939 may be so modified or
excluded, the provisions of the Trust Indenture Act of 1939 as so modified or excluded hereby shall
apply.



SECTION 10. Trustee Makes No Representation. The Trustee makes no representation as to the
validity or adequacy of this Amendment to Indenture or the recitals contained herein.



SECTION 11. Effect of Headings. The Section headings herein are for convenience only and
shall not affect the construction hereof.



SECTION 12. Effectiveness. This Amendment to Indenture is intended to cure an omission in
the Indenture and shall be effective in all respects as of the original date of the Indenture.




[Remainder of Page Left Blank Intentionally]




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



	 	 	 	 	 
	 	FLEXTRONICS INTERNATIONAL LTD.

 	 
	 	By:  	/s/ Thomas J. Smach
 	 
	 	Name:  	Thomas J. Smach 	 
	 	Title:  	Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION,

as Trustee

 	 
	 	By:  	/s/ Mary Jane Henson
 	 
	 	Name:  	Mary Jane Henson 	 
	 	Title:  	Vice President 	 
	 




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