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                                                                    EXHIBIT 4.09

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                          REGISTRATION RIGHTS AGREEMENT

                             Dated as of May 8, 2003

                                      Among

                         FLEXTRONICS INTERNATIONAL LTD.

                                    as Issuer

                                       and

                          CITIGROUP GLOBAL MARKETS INC.
                                       and
                         CREDIT SUISSE FIRST BOSTON LLC
                                       and
                              GOLDMAN, SACHS & CO.
                                       and
                          DEUTSCHE BANK SECURITIES INC.
                                       and
                              LEHMAN BROTHERS INC.
                                       and
                         BANC OF AMERICA SECURITIES LLC
                                       and
                              ABN AMRO INCORPORATED
                                       and
                            BEAR, STEARNS & CO. INC.

                              as Initial Purchasers

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

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                          REGISTRATION RIGHTS AGREEMENT

                  This Registration Rights Agreement (this "Agreement") is dated
as of May 8, 2003, by and among FLEXTRONICS INTERNATIONAL LTD., a Singapore
corporation (the "Company" or the "Issuer"), as issuer, and CITIGROUP GLOBAL
MARKETS INC., CREDIT SUISSE FIRST BOSTON LLC, GOLDMAN, SACHS & CO., DEUTSCHE
BANK SECURITIES CORPORATION, LEHMAN BROTHERS INC., BANC OF AMERICA SECURITIES
LLC, ABN AMRO INCORPORATED and BEAR, STEARNS & CO. INC., as Initial Purchasers
(the "Initial Purchasers").

                  This Agreement is entered into in connection with the Purchase
Agreement, dated May 5, 2003, by and among the Company and the Initial
Purchasers (the "Purchase Agreement"), which provides for, among other things,
the sale by the Company to the Initial Purchasers of $400,000,000 aggregate
principal amount of the Company's 6 1/2% Senior Subordinated Notes due 2013 (the
"Notes"). In order to induce the Initial Purchasers to enter into the Purchase
Agreement, the Issuer has agreed to provide the registration rights set forth in
this Agreement for the benefit of the Initial Purchasers and any subsequent
holder or holders of each of the Notes. The execution and delivery of this
Agreement is a condition to the Initial Purchasers' obligation to purchase the
Notes under the Purchase Agreement.

                  The parties hereby agree as follows:

         1.       Definitions

                  As used in this Agreement, the following terms shall have the
following meanings:

                  Additional Interest: See Section 4(a) hereof.

                  Advice: See the last paragraph of Section 5 hereof.

                  Affiliate: With respect to any specified person, "Affiliate"
shall mean any other Person which, directly or indirectly, controls or is
controlled by or under direct or indirect common control with such specified
person. For the purposes of this definition, "control," when used with respect
to any person, means the power to direct the management and policies of such
person, directly or indirectly whether through the ownership of voting
securities, by contract or otherwise and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

                  Agreement: See the first introductory paragraph hereto.

                  Applicable Period: See Section 2(b) hereof.

                  Closing: The closing as defined in the Purchase Agreement.

                  Company: See the first introductory paragraph hereto.

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                  Effectiveness Date: The 150th day after the Issue Date;
provided, however, that with respect to any Shelf Registration other than a
Shelf Registration if no Exchange Registration Statement has been filed, the
Effectiveness Date shall be the 90th day after the applicable Registration
Statement with respect thereto is filed.

                  Effectiveness Period: See Section 3(a) hereof.

                  Event Date: See Section 4(b) hereof.

                  Exchange Act: The Securities Exchange Act of 1934, as amended,
and the rules and regulations of the SEC promulgated thereunder.

                  Exchange Notes: The 6 1/2% Senior Subordinated Notes due 2013,
Series B of the Company that are identical to the Notes in all material
respects, except that the provisions regarding restrictions on transfer shall be
modified, as appropriate, and the issuance thereof pursuant to the Exchange
Offer shall have been registered pursuant to an effective Registration Statement
in compliance with the Securities Act.

                  Exchange Offer: See Section 2(a) hereof.

                  Exchange Registration Statement: See Section 2(a) hereof.

                  Filing Date: (i) with respect to the Exchange Registration
Statement, the 90th day after the Issue Date and (ii) with respect to any Shelf
Registration, (A) if no Exchange Registration Statement has been filed by the
Issuer pursuant to this Agreement, the 90th day after the Issue Date and (B) in
each other case (which may be applicable notwithstanding the consummation of the
Exchange Offer), the 180th day after the delivery of a Shelf Notice.

                  Holder: Any holder of a Registrable Note.

                  Indemnified Person: See Section 7(c) hereof.

                  Indemnifying Person: See Section 7(c) hereof.

                  Indenture: The Indenture, dated as of May 8, 2003, by and
among the Issuer and J.P.Morgan Trust Company, National Association, as Trustee,
pursuant to which the Notes are being issued, as the same may be amended or
supplemented from time to time in accordance with the terms thereof.

                  Initial Purchasers: See the first introductory paragraph
hereto.

                  Initial Shelf Registration: See Section 3(a) hereof.

                  Inspectors: See Section 5(m) hereof.

                  Issue Date: May 8, 2003, the date of original issuance of the
Notes.

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                  Issuer: See the first introductory paragraph hereto.

                  NASD: See Section 5(r) hereof.

                  Notes: See the second introductory paragraph hereto.

                  Offering Memorandum: The final offering memorandum of the
Issuer dated May 5, 2003, in respect of the offering of the Notes.

                  Participant: See Section 7(a) hereof.

                  Participating Broker-Dealer: See Section 2(b) hereof.

                  Person: An individual, trustee, corporation, partnership,
joint stock company, trust, unincorporated association, union, business
association, firm or other legal entity.

                  Private Exchange: See Section 2(b) hereof.

                  Private Exchange Notes: See Section 2(b) hereof.

                  Prospectus: The prospectus included in any Registration
Statement (including, without limitation, any prospectus subject to completion
and a prospectus that includes any information previously omitted from a
prospectus filed as part of an effective registration statement in reliance upon
Rule 430A promulgated under the Securities Act and any term sheet filed pursuant
to Rule 434 under the Securities Act), as amended or supplemented by any
prospectus supplement, and all other amendments and supplements to the
Prospectus, including post-effective amendments, and all material incorporated
by reference or deemed to be incorporated by reference in such Prospectus.

                  Purchase Agreement: See the second introductory paragraph
hereto.

                  Records: See Section 5(m) hereof.

                  Registrable Notes: Each Note upon its original issuance and at
all times subsequent thereto, each Exchange Note as to which Section 2(c)(iv)
hereof is applicable upon original issuance and at all times subsequent thereto
and each Private Exchange Note upon original issuance thereof and at all times
subsequent thereto, until (i) a Registration Statement (other than, with respect
to any Exchange Note as to which Section 2(c)(iv) hereof is applicable, the
Exchange Offer Registration Statement) covering such Note, Exchange Note or
Private Exchange Note has been declared effective by the SEC and such Note,
Exchange Note or such Private Exchange Note, as the case may be, has been
disposed of in accordance with such effective Registration Statement, (ii) such
Note has been exchanged pursuant to the Exchange Offer for an Exchange Note or
Exchange Notes that may be resold without complying with the prospectus delivery
requirements under the Securities Act, (iii) such Note, Exchange Note or Private
Exchange Note, as the case may be, ceases to be outstanding for purposes of the
Indenture or (iv) such

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Note, Exchange Note or Private Exchange Note, as the case may be, may be resold
without restriction pursuant to Rule 144 under the Securities Act.

                  Registration Default: See Section 4(a) hereof.

                  Registration Statement: Any registration statement of the
Issuer that covers any of the Notes, the Exchange Notes or the Private Exchange
Notes, filed with the SEC under the Securities Act, including the Prospectus,
amendments and supplements to such registration statement, including
post-effective amendments, all exhibits, and all material incorporated by
reference or deemed to be incorporated by reference in such registration
statement.

                  Rule 144: Rule 144 promulgated under the Securities Act, as
such Rule may be amended from time to time, or any similar rule (other than Rule
144A) or regulation hereafter adopted by the SEC providing for offers and sales
of securities made in compliance therewith resulting in offers and sales by
subsequent holders that are not affiliates of the issuer of such securities
being free of the registration and prospectus delivery requirements of the
Securities Act.

                  Rule 144A: Rule 144A promulgated under the Securities Act, as
such Rule may be amended from time to time, or any similar rule (other than Rule
144) or regulation hereafter adopted by the SEC.

                  Rule 415: Rule 415 promulgated under the Securities Act, as
such Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the SEC.

                  SEC: The Securities and Exchange Commission.

                  Securities Act: The Securities Act of 1933, as amended, and
the rules and regulations of the SEC promulgated thereunder.

                  Shelf Notice: See Section 2(c) hereof.

                  Shelf Registration: See Section 3(b) hereof.

                  Subsequent Shelf Registration: See Section 3(b) hereof.

                  TIA: The Trust Indenture Act of 1939, as amended.

                  Trustee: The trustee under the Indenture and the trustee under
any indenture governing the Exchange Notes and Private Exchange Notes.

                  Underwritten registration or underwritten offering: A
registration in which securities of the Issuer are sold to an underwriter for
reoffering to the public.

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         2.       Exchange Offer

                  (a)      The Issuer shall (A) prepare and file with the SEC on
or prior to the applicable Filing Date with respect to the Exchange Registration
Statement (as defined below) a Registration Statement under the Securities Act
with respect to an offer by the Company to the holders of the Notes to issue and
deliver to such holders, in exchange for Notes, a like principal amount of
Exchange Notes (the "Exchange Offer"), (B) use its reasonable efforts to cause
the Registration Statement relating to the Exchange Offer to be declared
effective by the SEC under the Securities Act on or prior to the Effectiveness
Date and (C) commence the Exchange Offer and use its reasonable efforts to
issue, on or prior to 180 days after the Issue Date, the Exchange Notes. The
offer and sale of the Exchange Notes pursuant to the Exchange Offer shall be
registered pursuant to the Securities Act on the appropriate form (the "Exchange
Registration Statement") and duly registered or qualified under all applicable
state securities or Blue Sky laws and will comply with all applicable tender
offer rules and regulations under the Exchange Act and state securities or Blue
Sky laws. The Exchange Offer shall not be subject to any condition, other than
that the Exchange Offer does not violate any applicable law or interpretation of
the staff of the SEC. Upon consummation of the Exchange Offer in accordance with
this Section 2, the Issuer shall have no further registration obligations other
than with respect to (i) Private Exchange Notes, (ii) Exchange Notes held by
Participating Broker-Dealers and (iii) Notes or Exchange Notes as to which
Section 3(a) hereof applies. No securities shall be included in the Exchange
Registration Statement other than the Exchange Notes.

                  (b)      The Issuer may require each holder of Notes as a
condition to its participation in the Exchange Offer to represent to the Issuer
and its counsel in writing (which may be contained in the applicable letter of
transmittal) that at the time of the consummation of the Exchange Offer (i) any
Exchange Notes received by such holder will be acquired in the ordinary course
of its business, (ii) such holder will have no arrangement or understanding with
any Person to participate in the distribution (within the meaning of the
Securities Act) of the Exchange Notes, (iii) such holder is not an Affiliate of
an Issuer, or if it is an Affiliate of an Issuer, it will comply with the
registration and prospectus delivery requirements of the Securities Act, to the
extent applicable and (iv) if such holder is a broker-dealer that will receive
Exchange Notes for its own account in exchange for the Notes that were acquired
as a result of market-making or other trading activities, that it will deliver a
Prospectus in connection with any resale of such Exchange Notes.

                  If, prior to consummation of the Exchange Offer, an Initial
Purchaser holds any Notes acquired by it and having, or that are reasonably
likely to be determined to have, the status of an unsold allotment in the
initial distribution, or any other holder of Notes is not entitled to
participate in the Exchange Offer, the Company upon the request of such Initial
Purchaser or any such holder shall, to the extent permitted by applicable law
and the rules and regulations of The Depository Trust Company, simultaneously
with the delivery of the Exchange Notes in the Exchange Offer, issue and deliver
to such Initial Purchaser and any such holder, in exchange (the "Private
Exchange") for such Notes held by such Initial Purchaser and any such holder, a
like principal amount of debt securities of the Company that are identical in
all material respects to the Exchange Notes (the "Private Exchange Notes") (and
that are issued pursuant to the same

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indenture as the Exchange Notes). The Private Exchange Notes shall bear the same
CUSIP number as the Exchange Notes.

                  The Issuer and the Initial Purchasers acknowledge that the
staff of the SEC has taken the position that any broker-dealer that owns
Exchange Notes that were received by such broker-dealer for its own account in
the Exchange Offer (a "Participating Broker-Dealer") may be deemed to be an
"underwriter" within the meaning of the Securities Act and must deliver a
prospectus meeting the requirements of the Securities Act in connection with any
resale of such Exchange Notes (other than a resale of an unsold allotment
resulting from the original offering of the Notes).

                  The Issuer and the Initial Purchasers also acknowledge that it
is the SEC staff's position that if the Prospectus contained in the Exchange
Registration Statement includes a plan of distribution containing a statement to
the above effect and the means by which Participating Broker-Dealers may resell
the Exchange Notes, without naming the Participating Broker-Dealers or
specifying the amount of Exchange Notes owned by them, such Prospectus may be
delivered by Participating Broker-Dealers to satisfy their prospectus delivery
obligations under the Securities Act in connection with resales of Exchange
Notes for their own accounts, so long as the Prospectus otherwise meets the
requirements of the Securities Act.

                  In light of the foregoing, if and for so long as a Prospectus
is required to be delivered by a Participating Broker-Dealer and if so requested
by a Participating Broker-Dealer, the Issuer agrees (x) to use its best efforts
to keep the Exchange Registration Statement continuously effective for a period
of up to 180 days or such earlier date as each Participating Broker-Dealer shall
have notified the Company in writing that such Participating Broker-Dealer has
resold all Exchange Notes acquired in the Exchange Offer (the "Applicable
Period") and (y) to comply with the provisions of Section 5 of this Agreement,
as they relate to the Exchange Offer and the Exchange Registration Statement.

                  Interest on the Exchange Notes and the Private Exchange Notes
will accrue from (A) the later of (i) the last interest payment date on which
interest was paid on the Notes surrendered in exchange therefor and (ii) if the
Notes are surrendered for exchange on a date in a period which includes the
record date for an interest payment date to occur on or after the date of such
exchange and as to which interest will be paid, the date on such interest
payment date or (B), if no interest has been paid on the Notes, from the Issue
Date.

                  In connection with each Exchange Offer, the Issuer shall:

                  (1)      mail, or cause to be mailed, to each Holder of record
         entitled to participate in the Exchange a copy of the Prospectus
         forming part of the Exchange Registration Statement, together with an
         appropriate letter of transmittal and related documents;

                  (2)      use its best efforts to keep the Exchange Offer open
         for not less than 20 business days after the date that notice of the
         Exchange Offer is mailed to Holders (or longer if required by
         applicable law);

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<PAGE>

                  (3)      utilize the services of a depositary for the Exchange
         Offer with an address in the Borough of Manhattan, The City of New
         York, which may be the Trustee;

                  (4)      permit Holders to withdraw tendered Notes at any time
         prior to the close of business, New York time, on the last business day
         on which the Exchange Offer shall remain open; and

                  (5)      otherwise comply in all material respects with all
         applicable laws, rules and regulations.

                  As soon as practicable after the close of the applicable
Exchange Offer and the applicable Private Exchange, if any, the Issuer shall:

                  (1)      accept for exchange all Registrable Notes validly
         tendered and not validly withdrawn pursuant to the applicable Exchange
         Offer and the applicable Private Exchange, if any;

                  (2)      deliver to the Trustee for cancellation all
         Registrable Notes so accepted for exchange and cause the Trustee to
         authenticate and deliver promptly to each Holder Registrable Notes,
         Exchange Notes or Private Exchange Notes, as the case may be, equal in
         principal amount to the securities of such Holder so accepted for
         exchange.

                  The Exchange Notes and the Private Exchange Notes shall be
issued under (i) the Indenture or (ii) an indenture identical in all material
respects to the Indenture and that, in either case, has been qualified under the
TIA or is exempt from such qualification and shall provide that (a) the Exchange
Notes shall not be subject to the transfer restrictions set forth in the
Indenture and (b) the Private Exchange Notes shall be subject to the transfer
restrictions set forth in such indenture. The Indenture or such indenture shall
provide that the Exchange Notes, the Private Exchange Notes and the Notes shall
vote and consent together on all matters as one class and that none of the
Exchange Notes, the Private Exchange Notes or the Notes will have the right to
vote or consent as a separate class on any matter.

                  (c)      If, (i) because of any change in law or in currently
prevailing interpretations of the staff of the SEC, the Issuer is not permitted
to effect the Exchange Offer, (ii) the Exchange Offer is not consummated within
225 days of the Issue Date, (iii) any holder of any Private Exchange Notes so
requests in writing to the Issuer within 45 days after the consummation of the
Exchange Offer, or (iv) in the case of any Holder that participates in the
Exchange Offer, such Holder does not receive Exchange Notes on the date of the
exchange that may be sold without restriction under state and federal securities
laws (other than due solely to the status of such Holder as an affiliate of the
Issuer within the meaning of the Securities Act) (it being understood that the
requirement that a Participating Broker-Dealer deliver a Prospectus in
connection with sales of Exchange Notes acquired in the Exchange Offer in
exchange for Notes acquired as a result of market-making activities or other
trading activities shall not result in such Exchange Notes being not "freely
tradable"), then in the case of each of clauses (i) to and including (iv) of

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<PAGE>

this sentence, the Issuer shall promptly deliver to the Holders and the Trustee
written notice thereof (the "Shelf Notice") and shall file a Shelf Registration
pursuant to Section 3 hereof.

         3.       Shelf Registration

                  If at any time a Shelf Notice is delivered as contemplated by
Section 2(c) hereof, then:

                  (a)      Shelf Registration. The Issuer shall file with the
SEC a Registration Statement for an offering to be made on a continuous basis
pursuant to Rule 415 covering all of the Registrable Notes not exchanged in the
Exchange Offer, Private Exchange Notes and Exchange Notes as to which Section
2(c)(iv) is applicable (the "Initial Shelf Registration"). The Issuer shall use
its reasonable best efforts to file with the SEC the Initial Shelf Registration
on or before the applicable Filing Date; provided, however, that no Holder
(other than an Initial Purchaser) shall be entitled to have the Notes held by it
covered by such Initial Shelf Registration or Subsequent Shelf Registration (as
defined below), as the case may be, unless such Holder agrees in writing to be
bound by all of the provisions of this Agreement applicable to such Holder. The
Initial Shelf Registration shall be on Form S-1 or another appropriate form
permitting registration of such Registrable Notes for resale by Holders in the
manner or manners designated by them (including, without limitation, one or more
underwritten offerings). The Issuer shall not permit any securities other than
the Registrable Notes to be included in the Initial Shelf Registration or any
Subsequent Shelf Registration (as defined below).

                  The Issuer shall use its reasonable best efforts to cause the
Initial Shelf Registration to be declared effective by the SEC under the
Securities Act on or prior to the Effectiveness Date and to keep the Initial
Shelf Registration continuously effective under the Securities Act until the
date which is two years from the Issue Date (the "Effectiveness Period"), or
such shorter period ending when (i) all Registrable Notes covered by the Initial
Shelf Registration have been sold in the manner set forth and as contemplated in
the Initial Shelf Registration or (ii) a Subsequent Shelf Registration covering
all of the Registrable Notes covered by and not sold under the Initial Shelf
Registration or an earlier Subsequent Shelf Registration has been declared
effective under the Securities Act; provided, however, that the Effectiveness
Period in respect of the Initial Shelf Registration shall be extended to the
extent required to permit dealers to comply with the applicable prospectus
delivery requirements of Rule 174 under the Securities Act and as otherwise
provided herein.

                  (b)      Subsequent Shelf Registrations. If the Initial Shelf
Registration or any Subsequent Shelf Registration ceases to be effective for any
reason at any time during the Effectiveness Period (other than because of the
sale of all of the securities registered thereunder), the Issuer shall use its
reasonable best efforts to obtain the prompt withdrawal of any order suspending
the effectiveness thereof, and in any event shall within 60 days of such
cessation of effectiveness amend the Initial Shelf Registration in a manner to
obtain the withdrawal of the order suspending the effectiveness thereof, or file
an additional Registration Statement pursuant to Rule 415 covering all of the
Registrable Notes covered by and not sold under the Initial Shelf Registration
or an earlier Subsequent Shelf Registration (each, a "Subsequent Shelf Registra-

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<PAGE>

tion"). If a Subsequent Shelf Registration is filed, the Issuer shall use its
reasonable best efforts to cause the Subsequent Shelf Registration to be
declared effective under the Securities Act as soon as practicable after such
filing and to keep such Subsequent Shelf Registration continuously effective for
the remainder of the Effectiveness Period. As used herein the term "Shelf
Registration" means the Initial Shelf Registration and any Subsequent Shelf
Registration.

                  (c)      Supplements and Amendments. The Issuer shall, subject
to Section 5(j), promptly supplement and amend any Shelf Registration if
required by the rules, regulations or instructions applicable to the
registration form used for such Shelf Registration, if required by the
Securities Act, or if reasonably requested by the Holders of a majority in
aggregate principal amount of the Registrable Notes covered by such Registration
Statement or by any underwriter of such Registrable Notes.

         4.       Additional Interest

                  (a)      The Issuer and the Initial Purchasers agree that the
Holders will suffer damages if the Issuer fails to fulfill its obligations under
Section 2 or Section 3 hereof and that it would not be feasible to ascertain the
extent of such damages with precision. Accordingly, the Issuer agrees to pay, as
liquidated damages, additional interest on the Notes ("Additional Interest")
under the circumstances and to the extent set forth below (each of which shall
be given independent effect):

                  (i)      if (A) neither the Exchange Registration Statement
         nor the Initial Shelf Registration has been filed on or prior to the
         applicable Filing Date or (B) notwithstanding that the Issuer has
         consummated or will consummate the Exchange Offer, the Issuer is
         required to file a Shelf Registration and such Shelf Registration is
         not filed on or prior to the applicable Filing Date applicable thereto;
         or

                  (ii)     if (A) neither the Exchange Registration Statement
         nor the Initial Shelf Registration is declared effective by the SEC on
         or prior to the relevant Effectiveness Date or (B) notwithstanding that
         the Issuer has consummated or will consummate the Exchange Offer, the
         Issuer is required to file a Shelf Registration and such Shelf
         Registration is not declared effective by the SEC on or prior to the
         Effectiveness Date in respect of such Shelf Registration; or

                  (iii)    if (A) the Issuer has not exchanged Exchange Notes
         for all Notes validly tendered in accordance with the terms of the
         Exchange Offer on or prior to the 180th day after the Issue Date or (B)
         if applicable, a Shelf Registration has been declared effective and
         such Shelf Registration ceases to be effective at any time during the
         Effectiveness Period (other than such time as all Notes have been
         disposed of thereunder);

(each such event referred to in clauses (i) through (iii) above being a
"Registration Default") then, commencing on the date of such Registration
Default, Additional Interest shall accrue on the principal amount of the Notes
at a rate of .25% per annum for the first 90 days immediately following the date
of such Registration Default and the rate of such Additional Interest shall
in-

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<PAGE>

crease by an additional .25% per annum at the beginning of each subsequent
90-day period; provided, however, that the rate of Additional Interest that
shall accrue on the Notes may not exceed in the aggregate 1.0% per annum;
provided, further, however, that (1) upon the filing of the applicable Exchange
Registration Statement or the applicable Shelf Registration as required
hereunder (in the case of clause (i) above of this Section 4(a)), (2) upon the
effectiveness of the applicable Exchange Registration Statement or the
applicable Shelf Registration Statement as required hereunder (in the case of
clause (ii) of this Section 4(a)), or (3) upon the exchange of the applicable
Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this
Section 4(a), or upon the effectiveness of the applicable Shelf Registration
Statement which had ceased to remain effective (in the case of (iii)(B) of this
Section 4(a)), Additional Interest on the Notes in respect of which such events
relate as a result of such clause (or the relevant subclause thereof), as the
case may be, shall cease to accrue or accumulate, as the case may be. If, after
the cure of all Registration Defaults then in effect, there is a subsequent
Registration Default, the rate of Additional Interest for such subsequent
Registration Default shall initially be 0.50%, regardless of the rate of
Additional Interest in effect with respect to any prior Registration Default at
the time of the cure of such Registration Default.

                  (b)      The Issuer shall notify the Trustee (who shall be
acting under and protected by the terms of the Indenture) within three business
days after each and every date on which an event occurs in respect of which
Additional Interest is required to be paid (an "Event Date"). Any amounts of
Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section
4 shall be payable in cash semiannually on each January 1 and July 1 (to the
holders of record on the December 15 and June 15 immediately preceding such
dates), commencing with the first such date occurring after any such Additional
Interest commences to accrue. The amount of Additional Interest will be
determined by multiplying the applicable rate of Additional Interest by the
principal amount of the Registrable Notes, multiplied by a fraction, the
numerator of which is the number of days such rate of Additional Interest was
applicable during such period (determined on the basis of a 360-day year
comprised of twelve 30-day months and, in the case of a partial month, the
actual number of days elapsed), and the denominator of which is 360.

         5.       Registration Procedures

                  In connection with the filing of any Registration Statement
pursuant to Sections 2 or 3 hereof, the Issuer shall effect such registrations
to permit the sale of the securities covered thereby in accordance with the
intended method or methods of disposition thereof, and pursuant thereto and in
connection with any Registration Statement filed by the Issuer hereunder, the
Issuer shall:

                  (a)      Prepare and file with the SEC prior to the applicable
         Filing Date, a Registration Statement or Registration Statements as
         prescribed by Sections 2 or 3 hereof, and use its reasonable efforts to
         cause each such Registration Statement to become effective and remain
         effective as provided herein; provided, however, that, if (1) such
         filing is pursuant to Section 3 hereof, or (2) a Prospectus contained
         in the Exchange Registration Statement filed pursuant to Section 2
         hereof is required to be delivered under the Securities Act by any
         Participating Broker-Dealer who seeks to sell Exchange Notes during the

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<PAGE>

         Applicable Period relating thereto, before filing any Registration
         Statement or Prospectus or any amendments or supplements thereto, the
         Issuer shall furnish to and afford the Holders of the Registrable Notes
         included in such Registration Statement or each such Participating
         Broker-Dealer, as the case may be, its counsel and the managing
         underwriters, if any, a reasonable opportunity to review copies of all
         such documents (including copies of any documents to be incorporated by
         reference therein and all exhibits thereto) proposed to be filed (in
         each case at least five days prior to such filing, or such later date
         as is reasonable under the circumstances). The Issuer shall not file
         any Registration Statement or Prospectus or any amendments or
         supplements thereto if the Holders of a majority in aggregate principal
         amount of the Registrable Notes included in such Registration
         Statement, or any such Participating Broker-Dealer, as the case may be,
         their counsel, or the managing underwriters, if any, shall reasonably
         object on a timely basis.

                  (b)      Prepare and file with the SEC such amendments and
         post-effective amendments to each Shelf Registration Statement or
         Exchange Registration Statement, as the case may be, as may be
         necessary to keep such Registration Statement continuously effective
         for the Effectiveness Period or the Applicable Period, as the case may
         be; cause the related Prospectus to be supplemented by any prospectus
         supplement required by applicable law, and as so supplemented to be
         filed pursuant to Rule 424 (or any similar provisions then in force)
         promulgated under the Securities Act; and comply with the provisions of
         the Securities Act and the Exchange Act applicable to it with respect
         to the disposition of all securities covered by such Registration
         Statement as so amended or in such Prospectus as so supplemented and
         with respect to the subsequent resale of any securities being sold by a
         Participating Broker-Dealer covered by any such Prospectus. The Issuer
         shall be deemed not to have used its best efforts to keep a
         Registration Statement effective during the Effectiveness Period or the
         Applicable Period, as the case may be, relating thereto if the Issuer
         voluntarily takes any action that would result in selling Holders of
         the Registrable Notes covered thereby or Participating Broker-Dealers
         seeking to sell Exchange Notes not being able to sell such Registrable
         Notes or such Exchange Notes during that period unless such action is
         required by applicable law or permitted by this Agreement.

                  (c)      If (1) a Shelf Registration is filed pursuant to
         Section 3 hereof, or (2) a Prospectus contained in an Exchange
         Registration Statement filed pursuant to Section 2 hereof is required
         to be delivered under the Securities Act by any Participating
         Broker-Dealer who seeks to sell Exchange Notes during the Applicable
         Period relating thereto from whom the Company has received written
         notice that it will be a Participating Broker-Dealer in the applicable
         Exchange Offer, notify the selling Holders of Registrable Notes or each
         such Participating Broker-Dealer, as the case may be, promptly (but in
         any event within 2 business days), and confirm such notice in writing,
         (i) when a Prospectus or any Prospectus supplement or post-effective
         amendment has been filed, and, with respect to a Registration Statement
         or any post-effective amendment, when the same has become effective
         under the Securities Act (including in such notice a written statement
         that any Holder may, upon request, obtain, at the sole expense of the
         Issuer, one conformed copy of such Registration Statement or
         post-effective amendment including fi-

                                      -11

<PAGE>

         nancial statements and schedules, documents incorporated or deemed to
         be incorporated by reference and exhibits), (ii) of the issuance by the
         SEC of any stop order suspending the effectiveness of a Registration
         Statement or of any order preventing or suspending the use of any
         preliminary prospectus or the initiation of any proceedings for that
         purpose, (iii) if at any time when a prospectus is required by the
         Securities Act to be delivered in connection with sales of the
         Registrable Notes or resales of Exchange Notes by Participating
         Broker-Dealers the representations and warranties of the Issuer
         contained in any agreement (including any underwriting agreement)
         contemplated by Section 5(l) hereof cease to be true and correct in all
         material respects, (iv) of the receipt by the Issuer of any
         notification with respect to the suspension of the qualification or
         exemption from qualification of a Registration Statement or any of the
         Registrable Notes or the Exchange Notes to be sold by any Participating
         Broker-Dealer for offer or sale in any jurisdiction, or the initiation
         or written threat of any proceeding for such purpose, (v) of the
         happening of any event, the existence of any condition or any
         information becoming known that makes any statement made in such
         Registration Statement or related Prospectus or any document
         incorporated or deemed to be incorporated therein by reference untrue
         in any material respect or that requires the making of any changes in
         or amendments or supplements to such Registration Statement, Prospectus
         or documents so that, in the case of the Registration Statement, it
         will not contain any untrue statement of a material fact or omit to
         state any material fact required to be stated therein or necessary to
         make the statements therein not misleading, and that in the case of the
         Prospectus, it will not contain any untrue statement of a material fact
         or omit to state any material fact required to be stated therein or
         necessary to make the statements therein, in light of the circumstances
         under which they were made, not misleading, and (vi) of the Issuer's
         determination that a post-effective amendment to a Registration
         Statement would be appropriate.

                  (d)      If (1) a Shelf Registration is filed pursuant to
         Section 3 hereof, or (2) a Prospectus contained in an Exchange
         Registration Statement filed pursuant to Section 2 hereof is required
         to be delivered under the Securities Act by any Participating
         Broker-Dealer who seeks to sell Exchange Notes during the Applicable
         Period, use its best efforts to prevent the issuance of any order
         suspending the effectiveness of a Registration Statement or of any
         order preventing or suspending the use of a Prospectus or suspending
         the qualification (or exemption from qualification) of any of the
         Registrable Notes or the Exchange Notes to be sold by any Participating
         Broker-Dealer, for sale in any jurisdiction, and, if any such order is
         issued, to use its best efforts to obtain the withdrawal of any such
         order at the earliest possible date.

                  (e)      If a Shelf Registration is filed pursuant to Section
         3 and if reasonably requested by the managing underwriter or
         underwriters (if any), the Holders of a majority in aggregate principal
         amount of the Registrable Notes being sold in connection with an
         underwritten offering (i) as promptly as practicable incorporate in a
         prospectus supplement or post-effective amendment such information as
         the managing underwriter or underwriters (if any), such Holders, or
         counsel for any of them determine is reasonably necessary to be
         included therein, (ii) make all required filings of such prospectus
         supplement or such post-effective amendment as soon as practicable
         after the Issuer have received

                                      -12

<PAGE>

         notification of the matters to be incorporated in such prospectus
         supplement or post-effective amendment, and (iii) supplement or make
         amendments to such Registration Statement.

                  (f)      If (1) a Shelf Registration is filed pursuant to
         Section 3 hereof, or (2) a Prospectus contained in an Exchange
         Registration Statement filed pursuant to Section 2 hereof is required
         to be delivered under the Securities Act by any Participating
         Broker-Dealer who seeks to sell Exchange Notes during the Applicable
         Period, furnish to each selling Holder of Registrable Notes and to each
         such Participating Broker-Dealer who so requests and to their
         respective counsel and each managing underwriter, if any, at the sole
         expense of the Issuer, one conformed copy of the Registration Statement
         or Registration Statements and each post-effective amendment thereto,
         including financial statements and schedules, and, if requested, all
         documents incorporated or deemed to be incorporated therein by
         reference and all exhibits.

                  (g)      If (1) a Shelf Registration is filed pursuant to
         Section 3 hereof, or (2) a Prospectus contained in an Exchange
         Registration Statement filed pursuant to Section 2 hereof is required
         to be delivered under the Securities Act by any Participating
         Broker-Dealer who seeks to sell Exchange Notes during the Applicable
         Period, deliver to each selling Holder of Registrable Notes or each
         such Participating Broker-Dealer, as the case may be, their respective
         counsel, and the underwriters, if any, at the sole expense of the
         Issuer, as many copies of the Prospectus or Prospectuses (including
         each form of preliminary prospectus) and each amendment or supplement
         thereto and any documents incorporated by reference therein as such
         Persons may reasonably request; and, subject to the last paragraph of
         this Section 5, the Issuer hereby consents to the use of such
         Prospectus and each amendment or supplement thereto by each of the
         selling Holders of Registrable Notes or each such Participating
         Broker-Dealer, as the case may be, and the underwriters or agents, if
         any, and dealers (if any), in connection with the offering and sale of
         the Registrable Notes covered by, or the sale by Participating
         Broker-Dealers of the Exchange Notes pursuant to, such Prospectus and
         any amendment or supplement thereto.

                  (h)      Prior to any public offering of Registrable Notes or
         any delivery of a Prospectus contained in the Exchange Registration
         Statement by any Participating Broker-Dealer who seeks to sell Exchange
         Notes during the Applicable Period, use its best efforts to register or
         qualify, and to cooperate with the selling Holders of Registrable Notes
         or each such Participating Broker-Dealer, as the case may be, the
         managing underwriter or underwriters, if any, and their respective
         counsel in connection with the registration or qualification (or
         exemption from such registration or qualification) of such Registrable
         Notes for offer and sale under the securities or Blue Sky laws of such
         jurisdictions within the United States as any selling Holder,
         Participating Broker-Dealer, or the managing underwriter or
         underwriters reasonably request in writing; provided, however, that
         where Exchange Notes held by Participating Broker-Dealers or
         Registrable Notes are offered other than through an underwritten
         offering, the Issuer agrees to cause its counsel to perform Blue Sky
         investigations and file registrations and qualifications required to be
         filed pursuant to this Section 5(h), keep each such registration or
         qualification (or exemption

                                      -13

<PAGE>

         therefrom) effective during the period such Registration Statement is
         required to be kept effective, but not longer than the Effectiveness
         Period and do any and all other acts or things reasonably necessary or
         advisable to enable the disposition in such jurisdictions of the
         Exchange held by Participating Broker-Dealers or the Registrable Notes
         covered by the Registration Statement; provided, however, that the
         Issuer shall not be required to (A) qualify generally to do business in
         any jurisdiction where it is not then so qualified, (B) take any action
         that would subject it to general service of process in any such
         jurisdiction where it is not then so subject or (C) subject itself to
         taxation in excess of a nominal dollar amount in any such jurisdiction
         where it is not then so subject.

                  (i)      If a Shelf Registration is filed pursuant to Section
         3 hereof, cooperate with the selling Holders of Registrable Notes and
         the managing underwriter or underwriters, if any, to facilitate the
         timely preparation and delivery of certificates representing
         Registrable Notes to be sold, which certificates shall not bear any
         restrictive legends and shall be in a form eligible for deposit with
         The Depository Trust Company; and enable such Registrable Notes to be
         in such denominations and registered in such names as the managing
         underwriter or underwriters, if any, or Holders may reasonably request
         at least two days prior to the Closing of any sale of Registrable
         Notes.

                  (j)      If (1) a Shelf Registration is filed pursuant to
         Section 3 hereof, or (2) a Prospectus contained in the Exchange
         Registration Statement filed pursuant to Section 2 hereof is required
         to be delivered under the Securities Act by any Participating
         Broker-Dealer who seeks to sell Exchange Notes during the Applicable
         Period, upon the occurrence of any event contemplated by paragraph
         5(c)(v) or 5(c)(vi) hereof, as promptly as practicable prepare and
         (subject to Section 5(a) hereof) file with the SEC, at the sole expense
         of the Issuer, a supplement or post-effective amendment to the
         applicable Registration Statement or a supplement to the related
         Prospectus or any document incorporated or deemed to be incorporated
         therein by reference, or file any other required document so that, as
         thereafter delivered to the purchasers of the Registrable Notes being
         sold thereunder or to the purchasers of the Exchange Notes to whom such
         Prospectus will be delivered by a Participating Broker-Dealer, any such
         Prospectus will not contain an untrue statement of a material fact or
         omit to state a material fact required to be stated therein or
         necessary to make the statements therein, in the light of the
         circumstances under which they were made, not misleading.
         Notwithstanding the foregoing, the Issuer shall not be required to
         amend or supplement a Registration Statement, any related Prospectus or
         any document incorporated therein by reference, in the event that, and
         for a period not to exceed an aggregate of 60 days in any calendar year
         if, (i) an event occurs and is continuing as a result of which a Shelf
         Registration would, in the Issuer's good faith judgment, contain an
         untrue statement of a material fact or omit to state a material fact
         necessary in order to make the statements therein, in the light of the
         circumstances under which they were made, not misleading, and (ii) (a)
         the Issuer determines in its good faith judgment that the disclosure of
         such event at such time would have a material adverse effect on the
         business, operations or prospects of the Issuer or (b) the disclosure
         otherwise relates to a pending material business transaction that has
         not yet been publicly disclosed.

                                      -14

<PAGE>

                  (k)      Prior to the effective date of the first Registration
         Statement relating to the Registrable Notes, (i) provide the Trustee
         with certificates for the Registrable Notes in a form eligible for
         deposit with The Depository Trust Company and (ii) provide a CUSIP
         number for the Registrable Notes.

                  (l)      In the case of a Shelf Registration, enter into such
         agreements (including underwriting agreements) and take all such other
         appropriate actions as are reasonably requested in order to expedite or
         facilitate the registration or the disposition of such Registrable
         Notes, and in such connection, (i) make such representations and
         warranties to Holders of such Registrable Notes with respect to the
         business of the Issuer and its subsidiaries as then conducted and the
         Registration Statement, Prospectus and documents, if any, incorporated
         or deemed to be incorporated by reference therein, in each case, as are
         customarily made by Issuer to underwriters in underwritten offerings,
         and confirm the same if and when requested; (ii) obtain opinions of
         counsel to the Issuer and updates thereof in form and substance
         reasonably satisfactory to the Holders of a majority in principal
         amount of the Registrable Notes being sold, addressed to each selling
         Holder covering the matters customarily covered in opinions requested
         in underwritten offerings and such other matters as may be reasonably
         requested by such Holders; (iii) obtain "cold comfort" letters and
         updates thereof from the independent certified public accountants of
         the Issuer (and, if necessary, any other independent certified public
         accountants of any subsidiary of the Issuer or of any business acquired
         by any of the Issuer for which financial statements and financial data
         are, or are required to be, included in the Registration Statement),
         addressed to the selling Holders of Registrable Notes that satisfy the
         applicable requirements of Statement of Accounting Standards No. 72,
         such letters to be in customary form and covering matters of the type
         customarily covered in "cold comfort" letters in connection with
         underwritten offerings and such other matters as reasonably requested
         by such selling Holders; and (iv) if an underwriting agreement is
         entered into, the same shall contain indemnification provisions and
         procedures no less favorable than those set forth in Section 7 hereof
         (or such other provisions and procedures acceptable to the Issuer and
         the Holders of a majority in aggregate principal amount of Registrable
         Notes covered by such Registration with respect to all parties to be
         indemnified pursuant to said Section including, without limitation,
         such selling Holders). The above shall be done at each closing in
         respect of the sale of Registrable Notes, or as and to the extent
         required thereunder.

                  (m)      If (1) a Shelf Registration is filed pursuant to
         Section 3 hereof, or (2) a Prospectus contained in an Exchange
         Registration Statement filed pursuant to Section 2 hereof is required
         to be delivered under the Securities Act by any Participating
         Broker-Dealer who seeks to sell Exchange Notes during the Applicable
         Period, make available for inspection by any selling Holder of such
         Registrable Notes being sold, or each such Participating Broker-Dealer,
         as the case may be, any underwriter participating in any such
         disposition of Registrable Notes, if any, and any attorney, accountant
         or other agent retained by any such selling Holder or each such
         Participating Broker-Dealer, as the case may be, or underwriter
         (collectively, the "Inspectors"), at the offices where normally kept,
         during reasonable business hours, all financial and other records,
         pertinent corporate

                                      -15

<PAGE>

         documents and instruments of the Issuer and subsidiaries of the Issuer
         (collectively, the "Records") as shall be reasonably necessary to
         enable them to exercise any applicable due diligence responsibilities,
         and cause the officers, directors and employees of the Issuer and any
         of its subsidiaries to supply all information reasonably requested by
         any such Inspector in connection with such Registration Statement and
         Prospectus. Each Inspector shall agree in writing that it will keep the
         Records confidential and that it will not disclose any of the Records
         that the Issuer determine, in good faith, to be confidential and notify
         the Inspectors in writing are confidential unless (i) the disclosure of
         such Records is necessary to avoid or correct a material misstatement
         or material omission in such Registration Statement or Prospectus, (ii)
         the release of such Records is ordered pursuant to a subpoena or other
         order from a court of competent jurisdiction, or (iii) the information
         in such Records has been made generally available to the public;
         provided, however, that prior notice shall be provided as soon as
         practicable to the Issuer of the potential disclosure of any
         information by such Inspector pursuant to clauses (i) or (ii) of this
         sentence to permit the Issuer to obtain a protective order (or waive
         the provisions of this paragraph (m)) and that such Inspector shall
         take such actions as are reasonably necessary to protect the
         confidentiality of such information (if practicable) to the extent such
         action is otherwise not inconsistent with, an impairment of or in
         derogation of the rights and interests of the Holder or any Inspector.

                  (n)      Provide an indenture trustee for the Registrable
         Notes or the Exchange Notes, as the case may be, and cause the
         Indenture or the trust indenture provided for in Section 2(a) hereof,
         as the case may be, to be qualified under the TIA not later than the
         effective date of the first Registration Statement relating to the
         Registrable Notes; and in connection therewith, cooperate with the
         trustee under any such indenture and the Holders of the Registrable
         Notes, to effect such changes to such indenture as may be required for
         such indenture to be so qualified in accordance with the terms of the
         TIA; and execute, and use its best efforts to cause such trustee to
         execute, all documents as may be required to effect such changes, and
         all other forms and documents required to be filed with the SEC to
         enable such indenture to be so qualified in a timely manner.

                  (o)      Comply with all applicable rules and regulations of
         the SEC and make generally available to its securityholders with regard
         to any applicable Registration Statement, a consolidated earning
         statement satisfying the provisions of Section 11(a) of the Securities
         Act and Rule 158 thereunder (or any similar rule promulgated under the
         Securities Act) no later than 45 days after the end of any twelve-month
         period (or 90 days after the end of any 12-month period if such period
         is a fiscal year) (i) commencing at the end of any fiscal quarter in
         which any Registrable Notes are sold to underwriters in a firm
         commitment or best efforts underwritten offering and (ii) if not sold
         to underwriters in such an offering, commencing on the first day of the
         first fiscal quarter of the Issuer after the effective date of a
         Registration Statement, which statements shall cover said 12-month
         periods.

                  (p)      Upon consummation of an Exchange Offer or a Private
         Exchange, obtain an opinion of counsel to the Issuer addressed to the
         Trustee for the benefit of all Holders

                                      -16

<PAGE>

         of Registrable Notes participating in the Exchange Offer or Private
         Exchange, as the case may be, that the Exchange Notes or Private
         Exchange Notes as the case may be, and the related indenture constitute
         legal, valid and binding obligations of the Issuer, enforceable against
         it in accordance with their respective terms subject to customary
         exceptions and qualifications.

                  (q)      If the Exchange Offer or a Private Exchange is to be
         consummated, upon delivery of the Registrable Notes by Holders to the
         Issuer (or to such other Person as directed by the Issuer) in exchange
         for the Exchange Notes or the Private Exchange Notes, as the case may
         be, the Issuer shall mark, or cause to be marked, on such Registrable
         Notes that such Registrable Notes are being canceled in exchange for
         the Exchange Notes or the Private Exchange Notes, as the case may be;
         provided that in no event shall such Registrable Notes be marked as
         paid or otherwise satisfied.

                  (r)      Cooperate with each seller of Registrable Notes
         covered by any Registration Statement and each underwriter, if any,
         participating in the disposition of such Registrable Notes and their
         respective counsel in connection with any filings required to be made
         with the National Association of Securities Dealers, Inc. (the "NASD").

                  (s)      Use its reasonable efforts to take all other steps
         reasonably necessary to effect the registration of the applicable
         Registrable Notes covered by a Registration Statement contemplated
         hereby.

                  The Issuer may require each seller of any Registrable Notes as
to which any registration is being effected to furnish to the Issuer such
information regarding such seller and the distribution of such Registrable Notes
as the Issuer may, from time to time, reasonably request. The Issuer may exclude
from such registration the Registrable Notes of any seller for so long as such
seller fails to furnish such information within a reasonable time after
receiving such request and in such event shall have no further obligation under
this Agreement (including without limitation the obligation under Section 4)
with respect to such seller or any subsequent holder of such Registrable Notes.
Each seller as to which any Shelf Registration is being effected agrees to
furnish promptly to the Issuer all information required to be disclosed in order
to make the information previously furnished to the Issuer by such seller not
materially misleading.

                  If any such Registration Statement refers to any Holder by
name or otherwise as the holder of any securities of the Issuer, then such
Holder shall have the right to require (i) the insertion therein of language, in
form and substance reasonably satisfactory to such Holder, to the effect that
the holding by such Holder of such securities is not to be construed as a
recommendation by such Holder of the investment quality of the securities
covered thereby and that such holding does not imply that such Holder will
assist in meeting any future financial requirements of the Issuer, or (ii) in
the event that such reference to such Holder by name or otherwise is not
required by the Securities Act or any similar federal statute then in force, the
deletion of the reference to such Holder in any amendment or supplement to the
applicable Registration Statement filed or prepared subsequent to the time that
such reference ceases to be required.

                                      -17

<PAGE>

                  Each Holder of Registrable Notes and each Participating
Broker-Dealer agrees by its acquisition of such Registrable Notes or Exchange
Notes, as the case may be, to be sold by such Participating Broker-Dealer, as
the case may be, that, upon actual receipt of any notice from the Issuer of the
happening of any event of the kind described in Section 5(c)(ii), 5(c)(iv),
5(c)(v), or 5(c)(vi) hereof, such Holder or Participating Broker-Dealer, as the
case may be, will forthwith discontinue disposition of such Registrable Notes or
Exchange Notes, as the case may be, covered by such Registration Statement or
Prospectus until such Holder's or Participating Broker-Dealer's receipt of the
copies of the supplemented or amended Prospectus contemplated by Section 5(j)
hereof, or until it is advised in writing (the "Advice") by the Issuer that the
use of the applicable Prospectus may be resumed, and has received copies of any
amendments or supplements thereto. In the event that the Issuer shall give any
such notice, the Applicable Period shall be extended by the number of days
during such periods from and including the date of the giving of such notice to
and including the date when each seller of Registrable Notes covered by such
Registration Statement or Exchange Notes to be sold by such Participating
Broker-Dealer, as the case may be, shall have received (x) the copies of the
supplemented or amended Prospectus contemplated by Section 5(j) hereof or (y)
the Advice.

         6.       Registration Expenses

                  All fees and expenses incident to the performance of or
compliance with this Agreement by the Issuer (other than any underwriting
discounts or commissions) shall be borne by the Issuer whether or not the
Exchange Registration Statement or any Shelf Registration is filed or becomes
effective or the Exchange Offer is consummated, including, without limitation,
(i) all registration and filing fees (including, without limitation, (A) fees
with respect to filings required to be made with the NASD in connection with an
underwritten offering and (B) fees and expenses of compliance with state
securities or Blue Sky laws (including, without limitation, fees and
disbursements of counsel in connection with Blue Sky qualifications of the
Registrable Notes or Exchange Notes and determination of the eligibility of the
Registrable Notes or Exchange Notes for investment under the laws of such
jurisdictions (x) where the holders of Registrable Notes or Exchange Notes, as
the case may be, are located, or (y) as provided in Section 5(h) hereof, in the
case of Registrable Notes or Exchange Notes, as the case may be, to be sold by a
Participating Broker-Dealer during the Applicable Period)), (ii) printing
expenses, including, without limitation, expenses of printing certificates for
Registrable Notes or Exchange Notes in a form eligible for deposit with The
Depository Trust Company and of printing prospectuses if the printing of
prospectuses is requested by the managing underwriter or underwriters, if any,
by the Holders of a majority in aggregate principal amount of the Registrable
Notes included in any Registration Statement or to be sold by any Participating
Broker-Dealer, as the case may be, (iii) messenger, telephone and delivery
expenses, (iv) fees and disbursements of counsel for the Issuer and fees and
disbursements of one special counsel for all of the sellers of the Registrable
Notes (exclusive of any counsel retained pursuant to Section 7 hereof), (v) fees
and disbursements of all independent certified public accountants referred to in
Section 5(l)(iii) hereof (including, without limitation, the expenses of any
special audit and "cold comfort" letters required by or incident to such
performance), (vi) Securities Act liability insurance, if the Issuer desires
such insurance, (vii) fees and expenses of all other Persons retained by the
Issuer, (viii) internal expenses of the Issuer (including, without limitation,
all salaries and expenses of officers and

                                      -18

<PAGE>

employees of the Issuer performing legal or accounting duties), (ix) the expense
of any annual audit, (x) any fees and expenses incurred in connection with the
listing of the securities to be registered on any securities exchange, and the
obtaining of a rating of the securities, in each case, if applicable, and (xi)
the expenses relating to printing, word processing and distributing all
Registration Statements, underwriting agreements, indentures and any other
documents necessary in order to comply with this Agreement.

         7.       Indemnification and Contribution

                  (a)      The Issuer agrees to indemnify and hold harmless each
Holder of the Registrable Notes and each Participating Broker-Dealer selling the
Exchange Notes during the Applicable Period, the Affiliates, officers, directors
and employees of each such Person, and each Person, if any, who controls any
such Person within the meaning of either Section 15 of the Securities Act or
Section 20 of the Exchange Act (each, a "Participant"), from and against any and
all losses, claims, damages, judgments, liabilities and expenses (including,
without limitation, the legal fees and other expenses actually incurred in
connection with any suit, action or proceeding or any claim asserted) caused by,
arising out of or based upon any untrue statement or alleged untrue statement of
a material fact contained in any Registration Statement (or any amendment
thereto) or Prospectus (as amended or supplemented if the Issuer shall have
furnished any amendments or supplements thereto) or any preliminary prospectus,
or caused by, arising out of or based upon any omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein, in the case of the Prospectus in the light of the
circumstances under which they were made, not misleading, except insofar as such
losses, claims, damages or liabilities are caused by any untrue statement or
omission or alleged untrue statement or omission made in reliance upon and in
conformity with information relating to any Participant furnished to the Issuer
in writing by such Participant expressly for use therein and with respect to any
preliminary Prospectus, to the extent that any such loss, claim, damage or
liability arises solely from the fact that any Participant sold Registrable
Notes or Exchange Notes to a person to whom there was not sent or given a copy
of the Prospectus (as amended or supplemented) at or prior to the written
confirmation of such sale if the Issuer shall have previously furnished copies
thereof to the Participant in accordance herewith and the Prospectus (as amended
or supplemented) would have corrected any such untrue statement or omission.

                  (b)      Each Participant agrees, severally and not jointly,
to indemnify and hold harmless the Issuer, the Affiliates, officers, directors
and employees of the Issuer and each Person who controls the Issuer within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to
the same extent (but on a several, and not joint, basis) as the foregoing
indemnity from the Issuer to each Participant, but only with reference to
information relating to such Participant furnished to the Issuer in writing by
or on behalf of such Participant expressly for use in any Registration Statement
or Prospectus, any amendment or supplement thereto, or any preliminary
prospectus. The liability of any Participant under this paragraph shall in no
event exceed the proceeds received by such Participant from sales of Registrable
Notes or Exchange Notes giving rise to such obligations.

                                      -19

<PAGE>

                  (c)      If any suit, action, proceeding (including any
governmental or regulatory investigation), claim or demand shall be brought or
asserted against any Person in respect of which indemnity may be sought pursuant
to either of the two preceding paragraphs, such Person (the "Indemnified
Person") shall promptly notify the Persons against whom such indemnity may be
sought (the "Indemnifying Persons") in writing, and the Indemnifying Persons,
upon request of the Indemnified Person, shall retain counsel reasonably
satisfactory to the Indemnified Person to represent the Indemnified Person and
any others the Indemnifying Persons may reasonably designate in such proceeding
and shall pay the fees and expenses actually incurred by such counsel related to
such proceeding; provided, however, that the failure to so notify the
Indemnifying Persons will not relieve it from any liability under paragraph (a)
or (b) above unless and to the extent such failure results in the forfeiture by
the Indemnifying Person of substantial rights and defenses and the Indemnifying
Person was not otherwise aware of such action or claim. In any such proceeding,
any Indemnified Person shall have the right to retain its own counsel, but the
fees and expenses of such counsel shall be at the expense of such Indemnified
Person unless (i) the Indemnifying Persons and the Indemnified Person shall have
mutually agreed to the contrary, (ii) the Indemnifying Persons shall have failed
within a reasonable period of time to retain counsel reasonably satisfactory to
the Indemnified Person or (iii) the named parties in any such proceeding
(including any impleaded parties) include both any Indemnifying Person and the
Indemnified Person or any affiliate thereof and representation of both parties
by the same counsel would be inappropriate due to actual or potential differing
interests between them. It is understood that the Indemnifying Persons shall
not, in connection with such proceeding or separate but substantially similar
related proceedings in the same jurisdiction arising out of the same general
allegations, be liable for the fees and expenses of more than one separate firm
(in addition to any local counsel) for all Indemnified Persons, and that all
such fees and expenses shall be reimbursed promptly as they are incurred. Any
such separate firm for the Participants and such control Persons of Participants
shall be designated in writing by Participants who sold a majority in interest
of Registrable Notes and Exchange Notes sold by all such Participants and shall
be reasonably acceptable to the Issuer, and any such separate firm for the
Issuer, its affiliates, officers, directors, representatives, employees and
agents and such control Persons of the Issuer shall be designated in writing by
the Issuer and shall be reasonably acceptable to the Holders.

                  The Indemnifying Persons shall not be liable for any
settlement of any proceeding effected without its prior written consent (which
consent shall not be unreasonably withheld or delayed), but if settled with such
consent or if there be a final non-appealable judgment for the plaintiff for
which the Indemnified Person is entitled to indemnification pursuant to this
Agreement, each of the Indemnifying Persons agrees to indemnify and hold
harmless each Indemnified Person from and against any loss or liability by
reason of such settlement or judgment. No Indemnifying Person shall, without the
prior written consent of the Indemnified Persons (which consent shall not be
unreasonably withheld or delayed), effect any settlement or compromise of any
pending or threatened proceeding in respect of which any Indemnified Person is
or could have been a party, or indemnity could have been sought hereunder by
such Indemnified Person, unless such settlement (A) includes an unconditional
written release of such Indemnified Person, in form and substance reasonably
satisfactory to such Indemnified Person, from all liability on

                                      -20

<PAGE>

claims that are the subject matter of such proceeding and (B) does not include
any statement as to an admission of fault, culpability or failure to act by or
on behalf of such Indemnified Person.

                  (d)      If the indemnification provided for in paragraphs (a)
and (b) of this Section 7 is for any reason unavailable to, or insufficient to
hold harmless, an Indemnified Person in respect of any losses, claims, damages
or liabilities referred to therein, then each Indemnifying Person under such
paragraphs, in lieu of indemnifying such Indemnified Person thereunder and in
order to provide for just and equitable contribution, shall contribute to the
amount paid or payable by such Indemnified Person as a result of such losses,
claims, damages or liabilities in such proportion as is appropriate to reflect
the relative fault of the Indemnifying Person or Persons on the one hand and the
Indemnified Person or Persons on the other in connection with the statements or
omissions or alleged statements or omissions that resulted in such losses,
claims, damages or liabilities (or actions in respect thereof) as well as any
other relevant equitable considerations. The relative fault of the parties shall
be determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Issuer on the one hand or
such Participant or such other Indemnified Person, as the case may be, on the
other, the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission, and any other
equitable considerations appropriate in the circumstances.

                  (e)      The parties agree that it would not be just and
equitable if contribution pursuant to this Section 7 were determined by pro rata
allocation (even if the Participants were treated as one entity for such
purpose) or by any other method of allocation that does not take account of the
equitable considerations referred to in the immediately preceding paragraph. The
amount paid or payable by an Indemnified Person as a result of the losses,
claims, damages, judgments, liabilities and expenses referred to in the
immediately preceding paragraph shall be deemed to include, subject to the
limitations set forth above, any reasonable legal or other expenses actually
incurred by such Indemnified Person in connection with investigating or
defending any such action or claim. Notwithstanding the provisions of this
Section 7, in no event shall a Participant be required to contribute any amount
in excess of the amount by which proceeds received by such Participant from
sales of Registrable Notes or Exchange Notes, as the case may be, exceeds the
amount of any damages that such Participant has otherwise been required to pay
or has paid by reason of such untrue or alleged untrue statement or omission or
alleged omission. No Person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent
misrepresentation.

                  (f)      The indemnity and contribution agreements contained
in this Section 7 will be in addition to any liability that the Indemnifying
Persons may otherwise have to the Indemnified Persons referred to above.

         8.       Rules 144 and 144A

                  The Issuer covenants and agrees that it will file the reports
required to be filed by it under the Securities Act and the Exchange Act and the
rules and regulations adopted by the

                                      -21

<PAGE>

SEC thereunder in a timely manner in accordance with the requirements of the
Securities Act and the Exchange Act and, if at any time the Issuer is not
required to file such reports, the Issuer will, upon the request of any Holder
or beneficial owner of Registrable Notes, make available such information
necessary to permit sales pursuant to Rule 144A under the Securities Act. The
Issuer further covenants and agrees, for so long as any Registrable Notes remain
outstanding, that it will take such further action as any Holder of Registrable
Notes may reasonably request, all to the extent required from time to time to
enable such holder to sell Registrable Notes without registration under the
Securities Act within the limitation of the exemptions provided by (a) Rule
144(k) and Rule 144A under the Securities Act, as such Rules may be amended from
time to time, or (b) any similar rule or regulation hereafter adopted by the
SEC.

         9.       Miscellaneous

                  (a)      No Inconsistent Agreements. The Issuer has not, as of
the date hereof, and the Issuer shall not, after the date of this Agreement,
enter into any agreement with respect to any of its securities that is
inconsistent with the rights granted to the Holders of Registrable Notes in this
Agreement or otherwise conflicts with the provisions hereof. The rights granted
to the Holders hereunder do not in any way conflict with and are not
inconsistent with the rights granted to the holders of the Issuer's other issued
and outstanding securities under any such agreements.

                  (b)      Adjustments Affecting Registrable Securities. The
Issuer shall not, directly or indirectly, take any action with respect to the
Registrable Notes that would adversely affect the ability of the Holders of
Registrable Notes to include such Registrable Notes in a registration undertaken
pursuant to this Agreement.

                  (c)      Amendments and Waivers. The provisions of this
Agreement may not be amended, modified or supplemented, and waivers or consents
to departures from the provisions hereof may not be given, otherwise than with
the prior written consent of (I) the Issuer and (II)(A) the Holders of not less
than a majority in aggregate principal amount of the then outstanding
Registrable Notes and (B) in circumstances that would adversely affect the
Participating Broker-Dealers, the Participating Broker-Dealers holding not less
than a majority in aggregate principal amount or liquidation preference, as the
case may be, of the Exchange Notes held by all Participating Broker-Dealers;
provided, however, that Section 7 and this Section 10(c) may not be amended,
modified or supplemented without the prior written consent of each Holder and
each Participating Broker-Dealer (including any person who was a Holder or
Participating Broker-Dealer of Registrable Notes or Exchange Notes, as the case
may be, disposed of pursuant to any Registration Statement) affected by any such
amendment, modification or supplement. Notwithstanding the foregoing, a waiver
or consent to depart from the provisions hereof with respect to a matter that
relates exclusively to the rights of Holders of Registrable Notes whose
securities are being sold pursuant to a Registration Statement and that does not
directly or indirectly affect, impair, limit or compromise the rights of other
Holders of Registrable may be given by Holders of at least a majority in
aggregate principal of the Registrable Notes being sold pursuant to such
Registration Statement.

                                      -22

<PAGE>

                  (d)      Notices. All notices and other communications
(including, without limitation, any notices or other communications to the
Trustee) provided for or permitted hereunder shall be made in writing by
hand-delivery, registered first-class mail, next-day air courier or facsimile:

                  (i)      if to a Holder of Registrable Notes or any
         Participating Broker-Dealer, at the most current address of such Holder
         or Participating Broker-Dealer, as the case may be, set forth on the
         records of the registrar under the Indenture, as appropriate; and

                  (ii)     if to the Issuer, at the address as follows:

                                    FLEXTRONICS INTERNATIONAL LTD.
                                    2090 Fortune Drive
                                    San Jose, CA 95131
                                    Attention: Investor Relations

                           with a copy to:

                                    Fenwick & West LLP
                                    801 California Street
                                    Mountain View, CA 94041
                                    Attention: David K. Michaels, Esq.

                  All such notices and communications shall be deemed to have
been duly given: when delivered by hand, if personally delivered; five business
days after being deposited in the mail, postage prepaid, if mailed; one business
day after being timely delivered to a next-day air courier; and with
confirmation of transmission, if sent by facsimile.

                  Copies of all such notices, demands or other communications
shall be concurrently delivered by the Person giving the same to the Trustee at
the address and in the manner specified in the Indenture if such communication
relates to the Notes, Exchange Notes or Private Exchange Notes.

                  (e)      Successors and Assigns. This Agreement shall inure to
the benefit of and be binding upon the successors and assigns of each of the
parties hereto, the Holders and the Participating Broker-Dealers; provided,
however, that this Agreement shall not inure to the benefit of or be binding
upon a successor of assign of a Holder or a Participating Broker-Dealer unless
and to the extent such successor or assign holds Registrable Notes.

                  (f)      Counterparts. This Agreement may be executed in any
number of counterparts and by the parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.

                                      -23

<PAGE>

                  (g)      Headings. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.

                  (h)      GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED
TO CONTRACTS MADE AND PERFORMED ENTIRELY WITHIN THE STATE OF NEW YORK, WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE PARTIES HERETO AGREES TO
SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION
OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

                  (i)      Severability. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to be
invalid, illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their best efforts to find and employ an alternative means to
achieve the same or substantially the same result as that contemplated by such
term, provision, covenant or restriction. It is hereby stipulated and declared
to be the intention of the parties that they would have executed the remaining
terms, provisions, covenants and restrictions without including any of such that
may be hereafter declared invalid, illegal, void or unenforceable.

                  (j)      Notes Held by the Issuer or Its Affiliates. Whenever
the consent or approval of Holders of a specified percentage of Registrable
Notes is required hereunder, Registrable Notes held by the Issuer or its
affiliates (as such term is defined in Rule 405 under the Securities Act) shall
not be counted in determining whether such consent or approval was given by the
Holders of such required percentage.

                  (k)      Third-Party Beneficiaries. Holders of Registrable
Notes, and Participating Broker-Dealers are intended third-party beneficiaries
of this Agreement, and this Agreement may be enforced by such Persons.

                  (l)      Entire Agreement. This Agreement and together with
the Purchase Agreement and the Indenture are intended by the parties as a final
and exclusive statement of the agreement and understanding of the parties hereto
in respect of the subject matter contained herein and therein and any and all
prior oral or written agreements, representations, or warranties, contracts,
understandings, correspondence, conversations and memoranda between the Holders
on the one hand and the Issuer on the other, or between or among any agents,
representatives, parents, subsidiaries, affiliates, predecessors in interest or
successors in interest with respect to the subject matter hereof and thereof are
merged herein and replaced hereby.

                            [Signature Page Follows]

                                      -24

<PAGE>

                  IN WITNESS WHEREOF, the parties have executed this
Registration Rights Agreement as of the date first written above.

                                             FLEXTRONICS INTERNATIONAL LTD.

                                             By: /s/ Michael E. Marks

                                                                             S-1

<PAGE>

The foregoing Agreement is hereby confirmed
and accepted as of the date first above written.

CITIGROUP GLOBAL MARKETS INC.
CREDIT SUISSE FIRST BOSTON LLC
GOLDMAN, SACHS & CO. INC.
DEUTSCHE BANK SECURITIES INC.
LEHMAN BROTHERS INC.
BANC OF AMERICA SECURITIES LLC
ABN AMRO INCORPORATED
BEAR, STEARNS & CO. INC.
as Initial Purchasers

By: CITIGROUP GLOBAL MARKETS INC.,
      on behalf of the Initial Purchasers

By: __________________________________
    Name:
    Title:

                                                                             S-2