<PAGE>

                                                                    EXHIBIT 4.01

================================================================================
                                                               EXECUTION VERSION

                         FLEXTRONICS INTERNATIONAL LTD.

              1% CONVERTIBLE SUBORDINATED NOTES DUE AUGUST 1, 2010

                              --------------------

                                    INDENTURE
                           DATED AS OF AUGUST 5, 2003

                              --------------------

                J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION,
                                   AS TRUSTEE

================================================================================

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                     PAGE
<S>               <C>                                                                                                <C>
                                    ARTICLE 1

                  DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1.      DEFINITIONS...................................................................................      1
Section 1.2.      OTHER DEFINITIONS.............................................................................      7
Section 1.3.      TRUST INDENTURE ACT PROVISIONS................................................................      8
Section 1.4.      RULES OF CONSTRUCTION.........................................................................      8

                                    ARTICLE 2

                                 THE SECURITIES

Section 2.1.      FORM AND DATING...............................................................................      9
Section 2.2.      EXECUTION AND AUTHENTICATION..................................................................     10
Section 2.3.      REGISTRAR, PAYING AGENT AND CONVERSION AGENT..................................................     11
Section 2.4.      PAYING AGENT TO HOLD MONEY IN TRUST...........................................................     11
Section 2.5.      SECURITYHOLDERS LIST..........................................................................     12
Section 2.6.      TRANSFER AND EXCHANGE.........................................................................     12
Section 2.7.      REPLACEMENT SECURITIES........................................................................     13
Section 2.8.      OUTSTANDING SECURITIES........................................................................     13
Section 2.9.      TREASURY SECURITIES...........................................................................     14
Section 2.10.     TEMPORARY SECURITIES..........................................................................     14
Section 2.11.     CANCELLATION..................................................................................     14
Section 2.12.     LEGEND; ADDITIONAL TRANSFER AND EXCHANGE REQUIREMENTS.........................................     14
Section 2.13.     CUSIP NUMBERS.................................................................................     17

                                    ARTICLE 3

                                   REDEMPTION

Section 3.1.      NO REDEMPTION BY THE COMPANY..................................................................     17
Section 3.2.      PURCHASE OF SECURITIES AT OPTION OF THE HOLDER UPON CHANGE OF CONTROL.........................     17

                                    ARTICLE 4

                                   CONVERSION

Section 4.1.      CONVERSION PRIVILEGE..........................................................................     19
Section 4.2.      CONVERSION PROCEDURE..........................................................................     19
Section 4.3.      FRACTIONAL SHARES.............................................................................     22
Section 4.4.      TAXES ON CONVERSION...........................................................................     22
Section 4.5.      COMPANY TO PROVIDE STOCK......................................................................     22
</TABLE>

                                        i

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<TABLE>
<S>               <C>                                                                                                <C>
Section 4.6.      ADJUSTMENT OF CONVERSION PRICE................................................................     22
Section 4.7.      NO ADJUSTMENT.................................................................................     26
Section 4.8.      ADJUSTMENT FOR TAX PURPOSES...................................................................     27
Section 4.9.      NOTICE OF ADJUSTMENT..........................................................................     27
Section 4.10.     EFFECT OF RECLASSIFICATION, CONSOLIDATION, MERGER OR SALE ON CONVERSION PRIVILEGE.............     27
Section 4.11.     TRUSTEE'S DISCLAIMER..........................................................................     28
Section 4.12.     VOLUNTARY REDUCTION...........................................................................     28

                                    ARTICLE 5

                                  SUBORDINATION

Section 5.1.      SECURITIES SUBORDINATED TO SENIOR DEBT........................................................     29
Section 5.2.      NO PAYMENT ON NOTES IN CERTAIN CIRCUMSTANCES..................................................     29
Section 5.3.      PAYMENT OVER OF PROCEEDS UPON DISSOLUTION, ETC................................................     30
Section 5.4.      PAYMENTS MAY BE PAID PRIOR TO DISSOLUTION.....................................................     31
Section 5.5.      SUBROGATION...................................................................................     31
Section 5.6.      OBLIGATIONS OF THE COMPANY UNCONDITIONAL......................................................     31
Section 5.7.      NOTICE TO TRUSTEE.............................................................................     31
Section 5.8.      RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING AGENT................................     32
Section 5.9.      TRUSTEE'S RELATION TO SENIOR DEBT OR GUARANTOR SENIOR DEBT....................................     32
Section 5.10.     SUBORDINATION RIGHTS NOT IMPAIRED BY ACTS OR OMISSIONS OF THE COMPANY OR A GUARANTOR OR
                      HOLDERS OF SENIOR DEBT....................................................................     33
Section 5.11.     CERTAIN CONVERSIONS NOT DEEMED PAYMENT........................................................     33
Section 5.12.     HOLDERS AUTHORIZE TRUSTEE TO EFFECTUATE SUBORDINATION OF SECURITIES...........................     33
Section 5.13.     THIS ARTICLE 5 NOT TO PREVENT EVENTS OF DEFAULT...............................................     34
Section 5.14.     TRUSTEE'S COMPENSATION NOT PREJUDICED.........................................................     34

                                    ARTICLE 6

                                    COVENANTS

Section 6.1.      PAYMENT OF SECURITIES.........................................................................     34
Section 6.2.      SEC REPORTS...................................................................................     35
Section 6.3.      COMPLIANCE CERTIFICATES.......................................................................     35
Section 6.4.      FURTHER INSTRUMENTS AND ACTS..................................................................     35
Section 6.5.      MAINTENANCE OF CORPORATE EXISTENCE............................................................     35
Section 6.6.      RULE 144A INFORMATION REQUIREMENT.............................................................     35
Section 6.7.      STAY, EXTENSION AND USURY LAWS................................................................     36
Section 6.8.      PAYMENT OF ADDITIONAL INTEREST................................................................     36
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>               <C>                                                                                                <C>
                                    ARTICLE 7

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 7.1.      COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS..........................................     36
Section 7.2.      SUCCESSOR SUBSTITUTED.........................................................................     37
Section 7.3.      ADDITIONAL CONDITIONS UPON REINCORPORATING, MERGING OR CONSOLIDATING INTO ANOTHER COUNTRY.....     37

                                    ARTICLE 8

                              DEFAULT AND REMEDIES

Section 8.1.      EVENTS OF DEFAULT.............................................................................     38
Section 8.2.      ACCELERATION..................................................................................     40
Section 8.3.      OTHER REMEDIES................................................................................     40
Section 8.4.      WAIVER OF DEFAULTS AND EVENTS OF DEFAULT......................................................     40
Section 8.5.      CONTROL BY MAJORITY...........................................................................     40
Section 8.6.      LIMITATIONS ON SUITS..........................................................................     41
Section 8.7.      RIGHTS OF HOLDERS TO RECEIVE PAYMENT AND TO CONVERT...........................................     41
Section 8.8.      COLLECTION SUIT BY TRUSTEE....................................................................     41
Section 8.9.      TRUSTEE MAY FILE PROOFS OF CLAIM..............................................................     42
Section 8.10.     PRIORITIES....................................................................................     42
Section 8.11.     UNDERTAKING FOR COSTS.........................................................................     42

                                    ARTICLE 9

                                     TRUSTEE

Section 9.1.      DUTIES OF TRUSTEE.............................................................................     43
Section 9.2.      RIGHTS OF TRUSTEE.............................................................................     44
Section 9.3.      INDIVIDUAL RIGHTS OF TRUSTEE..................................................................     45
Section 9.4.      TRUSTEE'S DISCLAIMER..........................................................................     45
Section 9.5.      NOTICE OF DEFAULTS............................................................................     45
Section 9.6.      REPORTS BY TRUSTEE TO HOLDERS OF THE NOTES....................................................     45
Section 9.7.      COMPENSATION AND INDEMNITY....................................................................     46
Section 9.8.      REPLACEMENT OF TRUSTEE........................................................................     46
Section 9.9.      SUCCESSOR TRUSTEE BY MERGER, ETC..............................................................     47
Section 9.10.     ELIGIBILITY; DISQUALIFICATION.................................................................     47
Section 9.11.     PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.............................................     47
</TABLE>

                                       iii

<PAGE>

<TABLE>
<S>               <C>                                                                                                <C>
                                   ARTICLE 10

                     SATISFACTION AND DISCHARGE OF INDENTURE

Section 10.1.     SATISFACTION AND DISCHARGE OF INDENTURE.......................................................     48
Section 10.2.     APPLICATION OF TRUST MONEY....................................................................     48
Section 10.3.     REPAYMENT TO COMPANY..........................................................................     49
Section 10.4.     REINSTATEMENT.................................................................................     49

                                   ARTICLE 11

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

Section 11.1.     WITHOUT CONSENT OF HOLDERS....................................................................     49
Section 11.2.     WITH CONSENT OF HOLDERS.......................................................................     50
Section 11.3.     COMPLIANCE WITH TRUST INDENTURE ACT...........................................................     51
Section 11.4.     REVOCATION AND EFFECT OF CONSENTS.............................................................     51
Section 11.5.     NOTATION ON OR EXCHANGE OF SECURITIES.........................................................     51
Section 11.6.     TRUSTEE TO SIGN AMENDMENTS, ETC...............................................................     51
Section 11.7.     EFFECT OF SUPPLEMENTAL INDENTURES.............................................................     52

                                   ARTICLE 12

                                  MISCELLANEOUS

Section 12.1.     TRUST INDENTURE ACT CONTROLS..................................................................     52
Section 12.2.     NOTICES.......................................................................................     52
Section 12.3.     COMMUNICATIONS BY HOLDERS WITH OTHER HOLDERS..................................................     53
Section 12.4.     CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT............................................     53
Section 12.5.     RECORD DATE FOR VOTE OR CONSENT OF SECURITYHOLDERS............................................     54
Section 12.6.     RULES BY TRUSTEE, PAYING AGENT, REGISTRAR AND CONVERSION AGENT................................     54
Section 12.7.     LEGAL HOLIDAYS................................................................................     54
Section 12.8.     GOVERNING LAW.................................................................................     54
Section 12.9.     NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.................................................     55
Section 12.10.    NO RECOURSE AGAINST OTHERS....................................................................     55
Section 12.11.    SUCCESSORS....................................................................................     55
Section 12.12.    MULTIPLE COUNTERPARTS.........................................................................     55
Section 12.13.    SEPARABILITY..................................................................................     55
Section 12.14.    TABLE OF CONTENTS, HEADINGS, ETC..............................................................     55
Section 12.15.    BERMUDA BRANCH; FULL RECOURSE OBLIGATIONS.....................................................     55
Section 12.16.    CONSENT TO JURISDICTION AND SERVICE...........................................................     55
</TABLE>

                                       iv

<PAGE>

                             CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>
  TIA                                                                                       INDENTURE
SECTION                                                                                      SECTION
-------                                                                                     ----------
<S>                                                                                         <C>
Section 310   (a)(1)....................................................................    9.10
              (a)(2)....................................................................    9.10
              (a)(3)....................................................................    N.A.**
              (a)(4)....................................................................    N.A.
              (a)(5)....................................................................    9.10
              (b).......................................................................    9.8; 9.10
              (c).......................................................................    N.A.
Section 311   (a).......................................................................    9.11
              (b).......................................................................    9.11
              (c).......................................................................    N.A.
Section 312   (a).......................................................................    2.5
              (b).......................................................................    12.3
              (c).......................................................................    12.3
Section 313   (a).......................................................................    9.6
              (b)(1)....................................................................    N.A.
              (b)(2)....................................................................    9.6
              (c).......................................................................    9.6; 12.2
              (d).......................................................................    9.6
Section 314   (a).......................................................................    6.2; 6.4; 12.2
              (b).......................................................................    N.A.
              (c)(1)....................................................................    12.4(a)
              (c)(2)....................................................................    12.4(a)
              (c)(3)....................................................................    N.A.
              (d).......................................................................    N.A.
              (e).......................................................................    12.4(b)
              (f).......................................................................    N.A.
Section 315   (a).......................................................................    9.1(b)
              (b).......................................................................    9.5; 12.2
              (c).......................................................................    9.1(a)
              (d).......................................................................    9.1(c)
              (e).......................................................................    8.11
Section 316   (a)(last sentence)........................................................    2.9
              (a)(1)(A).................................................................    8.5
              (a)(1)(B).................................................................    8.4
              (a)(2)....................................................................    N.A.
              (b).......................................................................    8.7
              (c).......................................................................    12.5
Section 317   (a)(1)....................................................................    8.8
              (a)(2)....................................................................    8.9
              (b).......................................................................    2.4
</TABLE>

-----------------
*   This Cross-Reference Table shall not, for any purpose, be deemed a part of
    this Indenture.

**  N.A. means Not Applicable.

<PAGE>

         THIS INDENTURE dated as of August 5, 2003 is between Flextronics
International Ltd., a Singapore corporation (the "Company"), and J.P. Morgan
Trust Company, National Association, a national banking association organized
and existing under the laws of the United States, as Trustee (the "Trustee").

         In consideration of the premises and the purchase of the Securities by
the Holders thereof, both parties agree as follows for the benefit of the other
and for the equal and ratable benefit of the Holders of the Company's 1%
Convertible Subordinated Notes Due August 1, 2010.

                                   ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE

         SECTION  1.1.     DEFINITIONS.

         "Additional Interest" has the meaning specified in Section 5 of the
Registration Rights Agreement. All references herein to interest accrued or
payable as of any date shall include any Additional Interest accrued or payable
as of such date as provided in the Registration Rights Agreement.

         "Affiliate" means, with respect to any specified person, any other
person directly or indirectly controlling or 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.

         "Agent" means any Registrar, Paying Agent or Conversion Agent.

         "Applicable Procedures" means, with respect to any transfer or exchange
of beneficial ownership interests in a Global Security, the rules and procedures
of the Depositary, in each case to the extent applicable to such transfer or
exchange.

         "Board of Directors" means either the board of directors of the Company
or any committee of the Board of Directors authorized to act for it with respect
to this Indenture.

         "Business Day" means each day that is not a Legal Holiday.

         "Capital Lease Obligation" means, at the time any determination thereof
is to be made, the amount of the liability in respect of a capital lease that
would at such time be required to be capitalized on a balance sheet in
accordance with GAAP.

         "Capital Stock" or "capital stock" of any Person means any and all
shares, interests, rights to purchase, warrants, options, participations or
other equivalents of or interests in (however designated) equity of such Person,
but excluding any debt securities convertible into such equity.

         "Cash" or "cash" means such coin or currency of the United States as at
any time of payment is legal tender for the payment of public and private debts.

         "Cash Equivalents" means (i) United States dollars, (ii) securities
issued or directly and fully guaranteed or insured by the United States
government or any agency or instrumentality thereof having

<PAGE>

maturities of not more than six months from the date of acquisition, (iii)
certificates of deposit and eurodollar time deposits with maturities of six
months or less from the date of acquisition, bankers' acceptances with
maturities not exceeding six months and overnight bank deposits, in each case
with any lender party to the Credit Facility or with any domestic commercial
bank having capital and surplus in excess of $500 million and a Keefe Bank Watch
Rating of "B" or better, (iv) repurchase obligations with a term of not more
than seven days for underlying securities of the types described in clauses (ii)
and (iii) above entered into with any financial institution meeting the
qualifications specified in clause (iii) above and (v) commercial paper having
the highest rating obtainable from Moody's Investors Service, Inc. or Standard &
Poor's Corporation and in each case maturing within six months after the date of
acquisition.

         "Cash Settlement Averaging Period" means the five (5) Trading Day
period beginning on the first Trading Day after the Conversion Retraction
Period, provided that with respect to determining amounts payable in lieu of
fractional shares pursuant to Section 4.3, if there is no Cash Settlement or
Combined Settlement, Cash Settlement Averaging Period means the five (5) Trading
Day period following the Conversion Date.

         "Certificated Security" means a Security that is in substantially the
form attached hereto as Exhibit A and that does not include the information or
the schedule called for by footnotes 1, 3 and 4 thereof.

         "Change of Control" means the occurrence of any of the following: (i)
the sale, lease, transfer, conveyance or other disposition, in one or a series
of related transactions, of all or substantially all of the assets of the
Company and its Subsidiaries taken as a whole to any "person" (as such term is
used in Section 13(d)(3) of the Exchange Act); (ii) the adoption by the Company
of a plan relating to the liquidation, judicial management or dissolution of the
Company; (iii) the consummation of any transaction (including, without
limitation, any merger or consolidation) the result of which is that any
"person" (as defined above) becomes the "beneficial owner" (as such term is
defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly or
indirectly, of more than 50% of the Voting Stock of the Company (measured by
voting power rather than number of shares); or (iv) the first day on which a
majority of the members of the Board of Directors of the Company are not
Continuing Directors.

         "Common Stock" means the ordinary shares of the Company, S$0.01 par
value per share, as it exists on the date of this Indenture and any shares of
any class or classes of capital stock of the Company resulting from any
reclassification or reclassifications thereof and which have no preference in
respect of dividends or of amounts payable in the event of any voluntary or
involuntary liquidation, dissolution or winding-up of the Company and which are
not subject to redemption by the Company; provided, however, that if at any time
there shall be more than one such resulting class, the shares of each such class
then so issuable on conversion of Securities shall be substantially in the
proportion which the total number of shares of such class resulting from all
such reclassifications bears to the total number of shares of all such classes
resulting from all such reclassifications.

         "Company" means the party named as such in the first paragraph of this
Indenture until a successor replaces it pursuant to the applicable provisions of
this Indenture, and thereafter "Company" shall mean such successor Company.

         "Continuing Director" means, as of any date of determination, any
member of the Board of Directors of the Company who (i) was a member of such
Board of Directors on the date of this Indenture or (ii) was nominated for
election or elected to such Board of Directors with the approval of a majority
of the Continuing Directors who were members of such Board at the time of such
nomination or election and who voted with respect to such nomination or
election; provided that a majority of the members of the Board voting with
respect thereto shall at the time have been Continuing Directors.

                                        2

<PAGE>

         "Corporate Trust Office of the Trustee" shall be at the address of the
Trustee specified in Section 12.2 hereof or such other address as to which the
Trustee may give notice to the Company.

         "Credit Facility" means, collectively, the Revolving Credit and Term
Loan Agreement dated as of March 8, 2002, as amended by Amendment No. 1 thereto
dated March 7, 2003, by and among the Company, certain agents and certain
lending institutions party thereto and the Revolving Credit and Term Loan
Agreement dated as of March 8, 2002, as amended by Amendment No. 1 thereto dated
March 7, 2003, by and among Flextronics International U.S.A. Inc., certain
agents and certain lending institutions party thereto and in each case, as
amended, modified, renewed, restated, refunded, replaced or refinanced from time
to time.

         "Debt" means, with respect to any Person, any indebtedness of such
Person, whether or not contingent, in respect of borrowed money or evidenced by
bonds, notes, debentures or similar instruments or letters of credit (or
reimbursement agreements in respect thereof) or bankers' acceptances or
representing Capital Lease Obligations or the balance deferred and unpaid of the
purchase price of any property or representing any Hedging Obligations, except
any such balance that constitutes an accrued expense or trade payable, if and to
the extent any of the foregoing indebtedness (other than letters of credit and
Hedging Obligations) would appear as a liability upon a balance sheet of such
Person prepared in accordance with GAAP, as well as all Debt of others secured
by a Lien on any asset of such Person (whether or not such Debt is assumed by
such Person) and, to the extent not otherwise included, the Guarantee by such
Person of any Debt of any other Person.

         "Default" or "default" means, when used with respect to the Securities,
any event which is or, after notice or passage of time or both, would be an
Event of Default.

         "Designated Senior Debt" means (i) any Debt under the Credit Facility
(and any guarantees thereof) and (ii) any other Senior Debt otherwise designated
by the Company (which designation shall have been approved in writing by the
Representative under the Credit Facility, and such approval shall have been
delivered to the Trustee, so long as (A) the Credit Facility is in effect and
(B) the Company shall not then be a party to a credit facility or similar
arrangement (other than the Credit Facility) that provides for loans in an
aggregate principal amount that is greater than the aggregate principal amount
of loans to the Company that may be made under the Credit Facility and that are
not entered into in violation of the Credit Facility) and the Representative
thereunder as "Designated Senior Debt" and, in the case of the designation by
the Company, certified in an Officers' Certificate delivered to the Trustee;
provided that not less than $5.0 million aggregate principal amount is
outstanding under Designated Senior Debt at the date of the designation and at
the date of determination.

         "Equity Interests" means Capital Stock and all warrants, options or
other rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).

         "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder, as in effect from time to
time.

         "Final Maturity Date" means August 1, 2010.

         "GAAP" means generally accepted accounting principles in the United
States of America as in effect, including those set forth in (1) the opinions
and pronouncements of the Accounting Principles Board of the American Institute
of Certified Public Accountants, (2) the statements and pronouncements of the
Financial Accounting Standards Board, (3) such other statements by such other
entity as approved by a significant segment of the accounting profession and (4)
the rules and regulations of the SEC governing the inclusion of financial
statements (including pro forma financial statements) in registration

                                        3

<PAGE>

statements filed under the Securities Act and periodic reports required to be
filed pursuant to Section 13 of the Exchange Act, including opinions and
pronouncements in staff accounting bulletins and similar written statements from
the accounting staff of the SEC.

         "Global Security" means a permanent Global Security that is in
substantially the form attached hereto as Exhibit A and that includes the
information and schedule called for by footnotes 1, 3 and 4 thereof and which is
deposited with the Depositary or its custodian and registered in the name of the
Depositary or its nominee.

         "Guarantee" means a guarantee (other than by endorsement of negotiable
instruments for collection in the ordinary course of business), direct or
indirect, in any manner (including, without limitation, letters of credit and
reimbursement agreements in respect thereof), of all or any part of any Debt.

         "Hedging Obligations" means, with respect to any Person, the
obligations of such Person under (i) currency exchange or interest rate swap
agreements, interest rate cap agreements and interest rate collar agreements and
(ii) other agreements or arrangements designed to protect such Person against
fluctuations in interest rates or currency exchange rates.

         "Holder" or "Securityholder" means the person in whose name a Security
is registered on the Primary Registrar's books.

         "Indenture" means this Indenture as amended or supplemented from time
to time pursuant to the terms of this Indenture.

         "Initial Purchasers" means the parties listed on Schedule A attached
hereto.

         "Interest Payment Dates" means the dates listed on the Notes as the
dates on which interest is payable on the Notes.

         "Liens" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset,
whether or not filed, recorded or otherwise perfected under applicable law
(including any conditional sale or other title retention agreement, any lease in
the nature thereof, any option or other agreement to sell or give a security
interest in and any filing of or agreement to give any financing statement under
the Uniform Commercial Code (or equivalent statutes) of any jurisdiction).

         "Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Debt.

         "Officer" means the Chairman or any Co-Chairman of the Board, any Vice
Chairman of the Board, the Chief Executive Officer, the President, any Vice
President, the Chief Financial Officer, the Controller, the Secretary or any
Assistant Controller or Assistant Secretary of the Company.

         "Officers' Certificate" means a certificate signed by two Officers;
provided, however, that for purposes of Sections 4.11 and 6.3, "Officers'
Certificate" means a certificate signed by the principal executive officer,
principal financial officer or principal accounting officer of the Company and
by one other Officer.

         "Opinion of Counsel" means a written opinion from legal counsel. The
counsel may be an employee of or counsel to the Company or the Trustee.

                                        4

<PAGE>

         "Permitted Junior Securities" means Equity Interests in the Company or
debt securities that are subordinated to all Senior Debt (and any debt
securities issued in exchange for Senior Debt) to substantially the same extent
as, or to a greater extent than, the Notes are subordinated to Senior Debt
pursuant to this Indenture.

         "Person" or "person" means any individual, corporation, partnership,
limited liability company, joint venture, association, joint-stock company,
trust, unincorporated organization, government or any agency or political
subdivision thereof or any other entity.

         "Principal" or "principal" of a debt security, including the
Securities, means the principal of the security plus, when appropriate, the
premium, if any, on the security.

         "Registration Rights Agreement" means the Registration Rights
Agreement, dated as of August 5, 2003, between the Company and the Initial
Purchasers.

         "Regular Record Dates" means the dates listed in the Notes as the
regular record dates to determine which holders are entitled to receive interest
on the immediately following Interest Payment Date.

         "Regulation S" means Regulation S under the Securities Act or any
successor to such Regulation.

         "Representative" means the (a) indenture trustee or other trustee,
agent or representative for any Senior Debt or (b) with respect to any Senior
Debt that does not have any such trustee, agent or other representative, (i) in
the case of such Senior Debt issued pursuant to an agreement providing for
voting arrangements as among the holders or owners of such Senior Debt, any
holder or owner of such Senior Debt acting with the consent of the required
persons necessary to bind such holders or owners of such Senior Debt and (ii) in
the case of all other such Senior Debt, the holder or owner of such Senior Debt.

         "Responsible Officer," when used with respect to the Trustee, means any
officer within the Corporate Trust Office of the Trustee (or any successor group
of the Trustee) or any other officer of the Trustee customarily performing
functions similar to those performed by any of the above designated officers and
also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of his knowledge of and
familiarity with the particular subject.

         "Restricted Global Security" means a Global Security that is a
Restricted Security.

         "Restricted Security" means a Security required to bear the restricted
legend set forth in the form of Security set forth in Exhibit A of this
Indenture.

         "Rule 144" means Rule 144 under the Securities Act or any successor to
such Rule.

         "Rule 144A" means Rule 144A under the Securities Act or any successor
to such Rule.

         "SEC" means the Securities and Exchange Commission.

         "Securities" or "Notes" means the 1% Convertible Subordinated Notes due
August 1, 2010 or any of them (each, a "Security"), as amended or supplemented
from time to time, that are issued under this Indenture.

         "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder, as in effect from time to time.

                                        5

<PAGE>

         "Securities Custodian" means the Trustee, as custodian with respect to
the Securities in global form, or any successor thereto.

         "Senior Debt" means (i) all Debt of the Company outstanding under the
Credit Facility and all Hedging Obligations with respect thereto, (ii) any other
Debt incurred by the Company, unless the instrument under which such Debt is
incurred expressly provides that it is on a parity with or subordinated in right
of payment to the Securities, and (iii) all Obligations with respect to the
foregoing. Notwithstanding anything to the contrary in the foregoing, Senior
Debt will not include (w) any liability for federal, state, local or other taxes
owed or owing by the Company, (x) any Debt of the Company to any of its
Subsidiaries or other Affiliates, (y) any trade payables or (z) the Company's 9
7/8% Senior Subordinated Notes due 2010, 9 3/4% Senior Subordinated Notes due
2010 and Convertible Junior Subordinated Notes due 2008.

         "Significant Subsidiary" means, in respect of any Person, a Subsidiary
of such Person that would constitute a "significant subsidiary" as such term is
defined under Rule 1-02 of Regulation S-X under the Securities Act and the
Exchange Act.

         "Subsidiary" means, in respect of any Person, any corporation,
association, partnership or other business entity of which more than 50% of the
total voting power of shares of Capital Stock or other interests (including
partnership interests) entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers, general partners or
trustees thereof is at the time owned or controlled, directly or indirectly, by
(i) such Person; (ii) such Person and one or more Subsidiaries of such Person;
or (iii) one or more Subsidiaries of such Person.

         "TIA" means the Trust Indenture Act of 1939, as amended, and the rules
and regulations thereunder as in effect on the date of this Indenture, except as
provided in Section 11.3, and except to the extent any amendment to the Trust
Indenture Act expressly provides for application of the Trust Indenture Act as
in effect on another date.

         "Trading Day" means a day during which trading in securities generally
occurs on the Nasdaq National Market (or, if the Common Stock is not quoted on
the Nasdaq National Market, on the principal market on which the Common Stock is
then traded), other than a day on which a material suspension of or limitation
on trading is imposed that affects either the Nasdaq National Market (or, if
applicable, such other market) in its entirety or only the shares of Common
Stock (by reason of movements in price exceeding limits permitted by the
relevant market on which the shares are traded or otherwise) or on which the
Nasdaq National Market (or, if applicable, such other market) cannot clear the
transfer of shares due to an event beyond the Company's control.

         "Trustee" means the party named as such in the first paragraph of this
Indenture until a successor replaces it in accordance with the provisions of
this Indenture, and thereafter means such successor.

         "Unrestricted Certificated Security" means a Certificated Security that
is not a Restricted Security.

         "Unrestricted Global Security" means a Global Security that is not a
Restricted Security.

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

                                        6

<PAGE>

         "Volume Weighted Average Price" means, with respect to one share of
Common Stock on any Trading Day, the volume weighted average prices as displayed
under the heading "Bloomberg VWAP" on Bloomberg Page FLEX+<equity> AQR in
respect of the period from 9:30 a.m. to 4:00 p.m. (New York City time) on that
Trading Day (or if such volume weighted average price is not available, the
market value of one share of Common Stock on such Trading Day as the Company
determines in good faith using a volume weighted method).

         "Voting Stock" of a Person means all classes of Capital Stock or other
interests (including partnership interests) of such Person then outstanding and
normally entitled (without regard to the occurrence of any contingency) to vote
in the election of directors, managers or trustees thereof.

         SECTION 1.2.      OTHER DEFINITIONS.

<TABLE>
<CAPTION>
                                       TERM                                            DEFINED IN SECTION
--------------------------------------------------------------------------------       ------------------
<S>                                                                                    <C>
"Agent Members".................................................................              2.1(b)
"Bankruptcy Law"................................................................              8.1
"Cash Distribution".............................................................              4.6(d)
"Change of Control Offer".......................................................              3.2(a)
"Change of Control Payment".....................................................              3.2(a)
"Change of Control Payment Date"................................................              3.2(a)
"Change of Control Purchase Notice".............................................              3.2(a)
"Company Order".................................................................              2.2
"Conversion Agent"..............................................................              2.3
"Conversion Date"...............................................................              4.2(a)
"Conversion Price"..............................................................              4.6
"Conversion Retraction Period"..................................................              4.2(c)(4)
"Current Market Price"..........................................................              4.6(e)
"Custodian".....................................................................              8.1
"DTC"...........................................................................              2.1(a)
"Depositary"....................................................................              2.1(a)
"Determination Date"............................................................              4.6(d)(1)
"Events of Default".............................................................              8.1
"Expiration Date"...............................................................              4.6(d)(2)
"Expiration Time"...............................................................              4.6(d)(2)
"Legal Holiday".................................................................             12.7
"Legend" .......................................................................              2.12(a)
"Paying Agent"..................................................................              2.3
"Payment Blockage Notice".......................................................              5.2(a)
"Payment Blockage Period"  .....................................................              6.1
"Payment Default"...............................................................              8.1(5)
"Primary Registrar".............................................................              2.3
"Purchase Agreement"............................................................              2.1
"Purchased Shares"..............................................................              4.6(c)(2)
"QIB"...........................................................................              2.1
"Registrar".....................................................................              2.3
"Rights Plan"...................................................................              4.6(c)
"Share Settlement"..............................................................              4.2(b)
"Subject Transaction"...........................................................              7.1
"Trigger Event" ................................................................              4.6(c)
</TABLE>

                                       7

<PAGE>

         SECTION 1.3.      TRUST INDENTURE ACT PROVISIONS.

         Whenever this Indenture refers to a provision of the TIA, that
provision is incorporated by reference in and made a part of this Indenture.
This Indenture shall also include those provisions of the TIA required to be
included herein by the provisions of the Trust Indenture Reform Act of 1990. The
following TIA terms used in this Indenture have the following meanings:

                  "indenture securities" means the Securities;

                  "indenture security holder" means a Securityholder;

                  "indenture to be qualified" means this Indenture;

                  "indenture trustee" or "institutional trustee" means the
         Trustee; and

                  "obligor" on the indenture securities means the Company or any
         other obligor on the Securities.

         All other terms used in this Indenture that are defined in the TIA,
defined in the TIA by reference to another statute or defined by any SEC rule
and not otherwise defined herein have the meanings assigned to them therein.

         SECTION 1.4.      RULES OF CONSTRUCTION.

         Unless the context otherwise requires:

                  (A)      a term has the meaning assigned to it;

                  (B)      an accounting term not otherwise defined has the
         meaning assigned to it in accordance with GAAP;

                  (C)      words in the singular include the plural, and words
         in the plural include the singular;

                  (D)      provisions apply to successive events and
         transactions;

                  (E)      the term "merger" includes a statutory share exchange
         and the term "merged" has a correlative meaning;

                  (F)      the masculine gender includes the feminine and the
         neuter;

                  (G)      references to agreements and other instruments
         include subsequent amendments thereto; and

                  (H)      "herein," "hereof" and other words of similar import
         refer to this Indenture as a whole and not to any particular Article,
         Section or other subdivision.

                                        8

<PAGE>

                                    ARTICLE 2

                                 THE SECURITIES

         SECTION 2.1.      FORM AND DATING.

         The Securities and the Trustee's certificate of authentication shall be
substantially in the respective forms set forth in Exhibit A, which Exhibit is
incorporated in and made part of this Indenture. The Securities may have
notations, legends or endorsements required by law, stock exchange rule or
usage. The Company shall provide any such notations, legends or endorsements to
the Trustee in writing. Each Security shall be dated the date of its
authentication. The Securities are being offered and sold by the Company
pursuant to a Purchase Agreement, dated July 31, 2003 (the "Purchase
Agreement"), between the Company and the Initial Purchasers, in transactions
exempt from, or not subject to, the registration requirements of the Securities
Act.

         (a)      Restricted Global Securities. All of the Securities are
initially being offered and sold to qualified institutional buyers as defined in
Rule 144A (collectively, "QIBs" or individually, each a "QIB") in reliance on
Rule 144A under the Securities Act and to Non-U.S. Persons in offshore
transactions pursuant to Regulation S and shall be issued initially in the form
of one or more Restricted Global Securities, which shall be deposited on behalf
of the purchasers of the Securities represented thereby with the Trustee, at its
Corporate Trust Office, as custodian for the depositary, The Depository Trust
Company ("DTC") (such depositary, or any successor thereto, being hereinafter
referred to as the "Depositary"), and registered in the name of its nominee,
Cede & Co., for the accounts of participants in the Depositary duly executed by
the Company and authenticated by the Trustee as hereinafter provided. The
aggregate principal amount of the Restricted Global Securities may from time to
time be increased or decreased by adjustments made on the records of the
Securities Custodian as hereinafter provided, subject in each case to compliance
with the Applicable Procedures.

         (b)      Global Securities in General. Each Global Security shall
represent such of the outstanding Securities as shall be specified therein and
each shall provide that it shall represent the aggregate amount of outstanding
Securities from time to time endorsed thereon and that the aggregate amount of
outstanding Securities represented thereby may from time to time be reduced or
increased, as appropriate, to reflect replacements, exchanges, purchases or
conversions of such Securities. Any adjustment of the aggregate principal amount
of a Global Security to reflect the amount of any increase or decrease in the
amount of outstanding Securities represented thereby shall be made by the
Trustee in accordance with instructions given by the Holder thereof as required
by Section 2.12 hereof and shall be made on the records of the Trustee and the
Depositary.

         Members of, or participants in, the Depositary ("Agent Members") shall
have no rights under this Indenture with respect to any Global Security held on
their behalf by the Depositary or under the Global Security, and the Depositary
(including, for this purpose, its nominee) may be treated by the Company, the
Trustee and any agent of the Company or the Trustee as the absolute owner and
Holder of such Global Security for all purposes whatsoever. Notwithstanding the
foregoing, nothing herein shall (A) prevent the Company, the Trustee or any
agent of the Company or the Trustee from giving effect to any written
certification, proxy or other authorization furnished by the Depositary or (B)
impair, as between the Depositary and its Agent Members, the operation of
customary practices governing the exercise of the rights of a Holder of any
Security.

         (c)      Book Entry Provisions. The Company shall execute and the
Trustee shall, in accordance with this Section 2.1(c), authenticate and deliver
initially one or more Global Securities that (i) shall be

                                        9

<PAGE>

registered in the name of the Depositary or its nominee, (ii) shall be delivered
by the Trustee to the Depositary or pursuant to the Depositary's instructions
and (iii) shall bear legends substantially to the following effect:

         "UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
         OF THE DEPOSITORY TRUST COMPANY TO FLEXTRONICS INTERNATIONAL LTD. (THE
         "COMPANY") OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
         PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
         CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
         REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON
         IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
         AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY
         TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
         ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO.,
         HAS AN INTEREST HEREIN. THIS SECURITY IS A GLOBAL SECURITY WITHIN THE
         MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN
         THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY IS
         EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER
         THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES
         DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN
         WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY
         NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF
         THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
         ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH
         NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
         DEPOSITARY."

         SECTION 2.2.      EXECUTION AND AUTHENTICATION.

         An Officer shall sign the Securities for the Company by manual or
facsimile signature. Typographic and other minor errors or defects in any such
facsimile signature shall not affect the validity or enforceability of any
Security which has been authenticated and delivered by the Trustee.

         If an Officer whose signature is on a Security no longer holds that
office at the time the Trustee authenticates the Security, the Security shall be
valid nevertheless.

         A Security shall not be valid until an authorized signatory of the
Trustee manually signs the certificate of authentication on the Security. The
signature shall be conclusive evidence that the Security has been authenticated
under this Indenture.

         The Trustee shall authenticate and make available for delivery
Securities for original issue in the aggregate principal amount of up to
$500,000,000 ($530,000,000 if the Initial Purchasers' option to purchase
additional Securities is exercised in full) upon receipt of a written order or
orders of the Company signed by two Officers of the Company (a "Company Order").
The Company Order shall specify the amount of Securities to be authenticated and
the date on which each original issue of Securities is to be authenticated and
shall provide that all such Securities will be represented by a Restricted
Global Security. The aggregate principal amount of Securities outstanding at any
time may not exceed $530,000,000 except as provided in Section 2.7.

                                       10

<PAGE>

         The Trustee shall act as the initial authenticating agent. Thereafter,
the Trustee may appoint an authenticating agent acceptable to the Company to
authenticate Securities. An authenticating agent may authenticate Securities
whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent shall have the same rights as an Agent to deal with the
Company or an Affiliate of the Company.

         The Securities shall be issuable only in registered form without
coupons and only in denominations of $1,000 principal amount and any integral
multiple thereof and shall bear interest at the rate, calculated and paid, as
provided in the form of security set forth in Exhibit A.

         SECTION 2.3.      REGISTRAR, PAYING AGENT AND CONVERSION AGENT.

         The Company shall maintain one or more offices or agencies where
Securities may be presented for registration of transfer or for exchange (each,
a "Registrar"), one or more offices or agencies where Securities may be
presented for payment (each, a "Paying Agent"), one or more offices or agencies
where Securities may be presented for conversion (each, a "Conversion Agent")
and one or more offices or agencies where notices and demands to or upon the
Company in respect of the Securities and this Indenture may be served. The
Company will at all times maintain a Paying Agent, Conversion Agent, Registrar
and an office or agency where notices and demands to or upon the Company in
respect of the Securities and this Indenture may be served in the Borough of
Manhattan, The City of New York. One of the Registrars (the "Primary Registrar")
shall keep a register of the Securities and of their transfer and exchange.

         The Company shall enter into an appropriate agency agreement with any
Agent not a party to this Indenture. The agreement shall implement the
provisions of this Indenture that relate to such Agent. The Company shall notify
the Trustee of the name and address of any Agent not a party to this Indenture.
If the Company fails to maintain a Registrar, Paying Agent, Conversion Agent or
agent for service of notices and demands in any place required by this
Indenture, or fails to give the foregoing notice, the Trustee shall act as such.
The Company or any Affiliate of the Company may act as Paying Agent (except for
the purposes of Section 6.1 and Article 10).

         The Company hereby initially designates the Trustee as Paying Agent,
Registrar, Custodian and Conversion Agent, and each of the Corporate Trust
Office of the Trustee and the office or agency of the Trustee in the Borough of
Manhattan, The City of New York, one such office or agency of the Company for
each of the aforesaid purposes.

         SECTION 2.4.      PAYING AGENT TO HOLD MONEY IN TRUST.

         Prior to 11:00 a.m., New York City time, on each due date of the
principal or interest (including Additional Interest, if any) on any Securities,
the Company shall deposit with a Paying Agent a sum sufficient to pay such
principal or interest (including Additional Interest, if any) so becoming due.
Subject to Section 5.2, a Paying Agent shall hold in trust for the benefit of
Securityholders or the Trustee all money held by the Paying Agent for the
payment of principal or interest (including Additional Interest, if any) on the
Securities, and shall notify the Trustee of any default by the Company (or any
other obligor on the Securities) in making any such payment. If the Company or
an Affiliate of the Company acts as Paying Agent, it shall, before 11:00 a.m.,
New York City time, on each due date of the principal of or interest (including
Additional Interest, if any) on any Securities, segregate the money and hold it
as a separate trust fund. The Company at any time may require a Paying Agent to
pay all money held by it to the Trustee, and the Trustee may at any time during
the continuance of any default, upon written request to a Paying Agent, require
such Paying Agent to pay forthwith to the Trustee all sums so held in trust by

                                       11

<PAGE>

such Paying Agent. Upon doing so, the Paying Agent (other than the Company)
shall have no further liability for the money.

         SECTION 2.5.      SECURITYHOLDERS LIST.

         The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Securityholders. If the Trustee is not the Primary Registrar, the Company shall
furnish to the Trustee on or before any Interest Payment Date, if any, and at
such other times as the Trustee may request in writing, a list in such form and
as of such date as the Trustee may reasonably require of the names and addresses
of Securityholders.

         SECTION 2.6.      TRANSFER AND EXCHANGE.

         (a)      Subject to compliance with any applicable additional
requirements contained in Section 2.12, when a Security is presented to a
Registrar with a request to register a transfer thereof or to exchange such
Security for an equal principal amount of Securities of other authorized
denominations, the Registrar shall register the transfer or make the exchange as
requested; provided, however, that every Security presented or surrendered for
registration of transfer or exchange shall be duly endorsed or accompanied by an
assignment form and, if applicable, a transfer certificate each in the form
included in Exhibit A, and in form satisfactory to the Registrar duly executed
by the Holder thereof or its attorney duly authorized in writing. To permit
registration of transfers and exchanges, upon surrender of any Security for
registration of transfer or exchange at an office or agency maintained pursuant
to Section 2.3, the Company shall execute and the Trustee shall authenticate
Securities of a like aggregate principal amount at the Registrar's request. Any
exchange or transfer shall be without charge, except that the Company or the
Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto, and provided that
this sentence shall not apply to any exchange pursuant to Section 2.10, 2.12(a),
4.2(g) or 11.5.

         Neither the Company, any Registrar nor the Trustee shall be required to
exchange or register a transfer of any Securities or portions thereof in respect
of which a Change of Control Purchase Notice has been delivered and not
withdrawn by the Holder thereof (except, in the case of the purchase of a
Security in part, the portion thereof not to be purchased).

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

         (b)      Any Registrar appointed pursuant to Section 2.3 hereof shall
provide to the Trustee such information as the Trustee may reasonably require in
connection with the delivery by such Registrar of Securities upon transfer or
exchange of Securities.

         (c)      Each Holder of a Security agrees to indemnify the Company and
the Trustee against any liability that may result from the transfer, exchange or
assignment of such Holder's Security in violation of any provision of this
Indenture and/or applicable United States federal or state securities law.

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

                                       12

<PAGE>

expressly required by the terms of, this Indenture, and to examine the same to
determine substantial compliance as to form with the express requirements
hereof.

         SECTION 2.7.      REPLACEMENT SECURITIES.

         If any mutilated Security is surrendered to the Company, a Registrar or
the Trustee, or the Company, a Registrar and the Trustee receive evidence to
their satisfaction of the destruction, loss or theft of any Security, and there
is delivered to the Company, the applicable Registrar and the Trustee such
security or indemnity as will be required by them to save each of them harmless,
then, in the absence of notice to the Company, such Registrar or the Trustee
that such Security has been acquired by a bona fide purchaser, the Company shall
execute, and upon its written request the Trustee shall authenticate and
deliver, in exchange for any such mutilated Security or in lieu of any such
destroyed, lost or stolen Security, a new Security of like tenor and principal
amount, bearing a number not contemporaneously outstanding.

         In case any such mutilated, destroyed, lost or stolen Security has
become or is about to become due and payable, or is about to be purchased by the
Company pursuant to Article 3, the Company in its discretion may, instead of
issuing a new Security, pay or purchase such Security, as the case may be.

         Upon the issuance of any new Securities under this Section 2.7, the
Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
reasonable expenses (including the reasonable fees and expenses of the Trustee
or the Registrar) in connection therewith.

         Every new Security issued pursuant to this Section 2.7 in lieu of any
mutilated, destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, whether or not the mutilated,
destroyed, lost or stolen Security shall be at any time enforceable by anyone,
and shall be entitled to all benefits of this Indenture equally and
proportionately with any and all other Securities duly issued hereunder.

         The provisions of this Section 2.7 are (to the extent lawful) exclusive
and shall preclude (to the extent lawful) all other rights and remedies with
respect to the replacement or payment of mutilated, destroyed, lost or stolen
Securities.

         SECTION 2.8.      OUTSTANDING SECURITIES.

         Securities outstanding at any time are all Securities authenticated by
the Trustee, except for those canceled by it, those converted pursuant to
Article 4, those delivered to it for cancellation or surrendered for transfer or
exchange, those reductions in the interest in a Global Security effected by the
Trustee hereunder and those described in this Section 2.8 as not outstanding.

         If a Security is replaced pursuant to Section 2.7, it ceases to be
outstanding unless the Company receives proof satisfactory to it that the
replaced Security is held by a bona fide purchaser.

         If a Paying Agent (other than the Company or an Affiliate of the
Company) holds on a Change of Control Payment Date or the Final Maturity Date
money sufficient to pay the principal of (including premium, if any) and
interest (including Additional Interest, if any) on Securities (or portions
thereof) payable on that date, then on and after such Change of Control Payment
Date or the Final Maturity Date, as the case may be, such Securities (or
portions thereof, as the case may be) shall cease to be outstanding and interest
(including Additional Interest, if any) on them shall cease to accrue.

                                       13

<PAGE>

         Subject to the restrictions contained in Section 2.9, a Security does
not cease to be outstanding because the Company or an Affiliate of the Company
holds the Security.

         SECTION 2.9.      TREASURY SECURITIES.

         In determining whether the Holders of the required principal amount of
Securities have concurred in any notice, direction, waiver or consent,
Securities owned by the Company or any other obligor on the Securities or by any
Affiliate of the Company or of such other obligor shall be disregarded, except
that, for purposes of determining whether the Trustee shall be protected in
relying on any such notice, direction, waiver or consent, only Securities which
a Responsible Officer of the Trustee actually knows are so owned shall be so
disregarded. Securities so owned which have been pledged in good faith shall not
be disregarded if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right so to act with respect to the Securities and that the pledgee is
not the Company or any other obligor on the Securities or any Affiliate of the
Company or of such other obligor.

         SECTION 2.10.     TEMPORARY SECURITIES.

         Until definitive Securities are ready for delivery, the Company may
prepare and execute, and, upon receipt of a Company Order, the Trustee shall
authenticate and deliver, temporary Securities. Temporary Securities shall be
substantially in the form of definitive Securities but may have variations that
the Company with the consent of the Trustee considers appropriate for temporary
Securities. Without unreasonable delay, the Company shall prepare and the
Trustee shall authenticate and deliver definitive Securities in exchange for
temporary Securities.

         SECTION 2.11.     CANCELLATION.

         The Company at any time may deliver Securities to the Trustee for
cancellation. The Registrar, the Paying Agent and the Conversion Agent shall
forward to the Trustee or its agent any Securities surrendered to them for
transfer, exchange, payment or conversion. The Trustee and no one else shall
cancel, in accordance with its standard procedures, all Securities surrendered
for transfer, exchange, payment, conversion or cancellation and shall deliver
the canceled Securities to the Company. All Securities which are purchased or
otherwise acquired by the Company or any of its Subsidiaries prior to the Final
Maturity Date shall be delivered to the Trustee for cancellation. The Securities
so purchased while held by or on behalf of the Company or any of its
Subsidiaries, shall not entitle the Holder thereof to convert or vote the
Securities and shall be disregarded for voting purposes in connection with any
notice, waiver, consent or direction requiring the vote or concurrence of the
Holders. The Company may not hold or resell such Securities or issue any new
Securities to replace any such Securities or any Securities that any Holder has
converted pursuant to Article 4.

         SECTION 2.12.     LEGEND; ADDITIONAL TRANSFER AND EXCHANGE
                           REQUIREMENTS.

         (a)      If Securities are issued upon the transfer, exchange or
replacement of Securities subject to restrictions on transfer and bearing the
legends set forth on the form of Securities attached hereto as Exhibit A
(collectively, the "Legend"), or if a request is made to remove the Legend on a
Security, the Securities so issued shall bear the Legend, or the Legend shall
not be removed, as the case may be, unless there is delivered to the Company and
the Registrar such satisfactory evidence, which shall include an Opinion of
Counsel if requested by the Company or such Registrar, as may be reasonably
required by the Company and the Registrar, that neither the Legend nor the
restrictions on transfer set forth therein are required to ensure that transfers
thereof comply with the provisions of Rule 144A, Rule 144 or Regulation S under
the Securities Act or that such Securities are not "restricted" within the
meaning of

                                       14

<PAGE>

Rule 144 under the Securities Act; provided that no such evidence need be
supplied in connection with the sale of such Security pursuant to a registration
statement that is effective at the time of such sale. Upon (i) provision of such
satisfactory evidence if requested, or (ii) notification by the Company to the
Trustee and Registrar of the sale of such Security pursuant to a registration
statement that is effective at the time of such sale, the Trustee, at the
written direction of the Company, shall authenticate and deliver a Security that
does not bear the Legend. If the Legend is removed from the face of a Security
and the Security is subsequently held by an Affiliate of the Company, the Legend
shall be reinstated.

         (b)      A Global Security may not be transferred, in whole or in part,
to any Person other than the Depositary or a nominee or any successor thereof,
and no such transfer to any such other Person may be registered; provided that
the foregoing shall not prohibit any transfer of a Security that is issued in
exchange for a Global Security but is not itself a Global Security. No transfer
of a Security to any Person shall be effective under this Indenture or the
Securities unless and until such Security has been registered in the name of
such Person. Notwithstanding any other provisions of this Indenture or the
Securities, transfers of a Global Security, in whole or in part, shall be made
only in accordance with this Section 2.12.

         (c)      Subject to the succeeding paragraph, every Security shall be
subject to the restrictions on transfer provided in the Legend other than a
Restricted Global Security. Whenever any Restricted Security other than a
Restricted Global Security is presented or surrendered for registration of
transfer or for exchange for a Security registered in a name other than that of
the Holder, such Security must be accompanied by a certificate in substantially
the form set forth in Exhibit A, dated the date of such surrender and signed by
the Holder of such Security, as to compliance with such restrictions on
transfer. The Registrar shall not be required to accept for such registration of
transfer or exchange any Security not so accompanied by a properly completed
certificate.

         (d)      The restrictions imposed by the Legend upon the
transferability of any Security shall cease and terminate when such Security has
been sold pursuant to an effective registration statement under the Securities
Act or transferred in compliance with Rule 144 under the Securities Act (or any
successor provision thereto) or, if earlier, upon the expiration of the holding
period applicable to sales thereof under Rule 144(k) under the Securities Act
(or any successor provision). Any Security as to which such restrictions on
transfer shall have expired in accordance with their terms or shall have
terminated may, upon a surrender of such Security for exchange to the Registrar
in accordance with the provisions of this Section 2.12 (accompanied, in the
event that such restrictions on transfer have terminated by reason of a transfer
in compliance with Rule 144 or any successor provision, by, if requested by the
Company or the Registrar, an opinion of counsel reasonably acceptable to the
Company and addressed to the Company in form acceptable to the Company, to the
effect that the transfer of such Security has been made in compliance with Rule
144 or such successor provision), be exchanged for a new Security, of like tenor
and aggregate principal amount, which shall not bear the restrictive Legend. The
Company shall inform the Trustee of the effective date of any registration
statement registering the Securities under the Securities Act. The Trustee shall
not be liable for any action taken or omitted to be taken by it in good faith in
accordance with the aforementioned opinion of counsel or registration statement.

         (e)      As used in the preceding two paragraphs of this Section 2.12,
the term "transfer" encompasses any sale, pledge, transfer, hypothecation or
other disposition of any Security.

         (f)      The provisions of clauses (i), (ii), (iii), (iv) and (v) below
shall apply only to Global Securities:

                                       15

<PAGE>

                  (i)      Notwithstanding any other provisions of this
         Indenture or the Securities, a Global Security shall not be exchanged
         in whole or in part for a Security registered in the name of any Person
         other than the Depositary or one or more nominees thereof, provided
         that a Global Security may be exchanged for Securities registered in
         the names of any person designated by the Depositary in the event that
         (A) the Depositary has notified the Company that it is unwilling or
         unable to continue as Depositary for such Global Security or the
         Depositary has ceased to be a "clearing agency" registered under the
         Exchange Act, and a successor Depositary is not appointed by the
         Company within 90 days, (B) the Company has provided the Depositary
         with written notice that it has decided to discontinue use of the
         system of book-entry transfer through the Depositary or any successor
         Depositary or (C) an Event of Default has occurred and is continuing
         with respect to the Securities. Any Global Security exchanged pursuant
         to clauses (A) or (B) above shall be so exchanged in whole and not in
         part, and any Global Security exchanged pursuant to clause (C) above
         may be exchanged in whole or from time to time in part as directed by
         the Depositary. Any Security issued in exchange for a Global Security
         or any portion thereof shall be a Global Security; provided that any
         such Security so issued that is registered in the name of a Person
         other than the Depositary or a nominee thereof shall not be a Global
         Security.

                  (ii)     Securities issued in exchange for a Global Security
         or any portion thereof shall be issued in definitive, fully registered
         form, shall have an aggregate principal amount equal to that of such
         Global Security or portion thereof to be so exchanged, shall be
         registered in such names and be in such authorized denominations as the
         Depositary shall designate and shall bear the applicable legends
         provided for herein. Any Global Security to be exchanged in whole shall
         be surrendered by the Depositary to the Trustee, as Registrar. With
         regard to any Global Security to be exchanged in part, either such
         Global Security shall be so surrendered for exchange or, if the Trustee
         is acting as custodian for the Depositary or its nominee with respect
         to such Global Security, the principal amount thereof shall be reduced,
         by an amount equal to the portion thereof to be so exchanged, by means
         of an appropriate adjustment made on the records of the Trustee. Upon
         any such surrender or adjustment, the Trustee shall authenticate and
         deliver the Security issuable on such exchange to or upon the order of
         the Depositary or an authorized representative thereof.

                  (iii)    Subject to the provisions of clause (v) below, the
         registered Holder may grant proxies and otherwise authorize any Person,
         including Agent Members and persons that may hold interests through
         Agent Members, to take any action which a Holder is entitled to take
         under this Indenture or the Securities.

                  (iv)     In the event of the occurrence of any of the events
         specified in clause (i) above, the Company will promptly make available
         to the Trustee a reasonable supply of Certificated Securities in
         definitive, fully registered form.

                  (v)      Neither Agent Members nor any other Persons on whose
         behalf Agent Members may act shall have any rights under this Indenture
         with respect to any Global Security registered in the name of the
         Depositary or any nominee thereof, or under any such Global Security,
         and the Depositary or such nominee, as the case may be, may be treated
         by the Company, the Trustee and any agent of the Company or the Trustee
         as the absolute owner and holder of such Global Security for all
         purposes whatsoever. Notwithstanding the foregoing, nothing herein
         shall prevent the Company, the Trustee or any agent of the Company or
         the Trustee from giving effect to any written certification, proxy or
         other authorization furnished by the Depositary or such nominee, as the
         case may be, or impair, as between the Depositary, its Agent Members
         and any other Person on whose behalf an Agent Member may act, the
         operation of customary practices of such Persons governing the exercise
         of the rights of a holder of any Security.

                                       16

<PAGE>

         SECTION 2.13.     CUSIP NUMBERS.

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

                                   ARTICLE 3

                                   REDEMPTION

         SECTION 3.1.      NO REDEMPTION BY THE COMPANY.

         The Securities may not be redeemed by the Company prior to the Final
Maturity Date.

         SECTION 3.2.      PURCHASE OF SECURITIES AT OPTION OF THE HOLDER UPON
                           CHANGE OF CONTROL.

         (a)      Upon the occurrence of a Change of Control, each Holder of
Securities will have the right to require the Company to repurchase all or any
part (equal to $1,000 or integral multiples thereof) of such Holder's Securities
pursuant to the offer described below (the "Change of Control Offer") at an
offer price in cash equal to 100% of the aggregate principal amount thereof,
plus accrued and unpaid interest (including Additional Interest, if any)
thereon, to the date of purchase (the "Change of Control Payment"). Within 30
days following any Change of Control, the Company will mail a notice (the
"Change of Control Purchase Notice") to each Holder of Securities describing the
transaction or transactions that constitute the Change of Control and offering
to repurchase Securities on the date specified in such notice, which date shall
be no earlier than 30 days and no later than 60 days from the date the Change of
Control Purchase Notice is mailed (the "Change of Control Payment Date"),
pursuant to the procedures required by this Indenture and described in such
notice.

         (b)      The Company will comply with the requirements of Rule l4e-1
under the Exchange Act and any other securities laws and regulations thereunder
to the extent such laws and regulations are applicable in connection with the
repurchase of the Securities as a result of a Change of Control.

         (c)      On the Change of Control Payment Date, the Company will, to
the extent lawful, (i) accept for payment all Securities or portions thereof
properly tendered pursuant to the Change of Control Offer, (ii) deposit with the
Paying Agent an amount equal to the Change of Control Payment in respect of all
Securities or portions thereof so tendered and (iii) deliver or cause to be
delivered to the Trustee the Securities so accepted together with an Officers'
Certificate stating the aggregate principal amount of Securities or portions
thereof being purchased by the Company. The Paying Agent will promptly mail to
each Holder of Securities so tendered the Change of Control Payment for such
Securities, and the Trustee will promptly authenticate and mail (or cause to be
transferred by book entry) to each Holder a new Security equal in principal
amount to any unpurchased portion of the Securities surrendered, if any;
provided that each such new Security will be in a principal amount of $1,000 or
integral multiples thereof.

                                       17

<PAGE>

         Prior to complying with the provisions of this Section 3.2, but in any
event within 90 days following a Change of Control, the Company will either
repay in full in cash all outstanding Senior Debt or obtain the requisite
consents, if any, under all agreements governing outstanding Senior Debt to
permit the repurchase of Securities required by this Section 3.2. The Company
shall notify the Trustee in writing upon satisfaction of the foregoing condition
or the failure to satisfy the condition prior to the Change of Control Payment
Date. The Company shall publicly announce the results of the Change of Control
Offer on or as soon as practicable after the Change of Control Payment Date.

         The Change of Control provisions described above will be applicable
whether or not any other provisions of this Indenture are applicable.

         (d)      The Company shall not be required to make a Change of Control
Offer upon a Change of Control if a third party makes the Change of Control
Offer in the manner, at the times and otherwise in compliance with the
requirements set forth in this Indenture applicable to a Change of Control Offer
made by the Company and purchases all Securities validly tendered and not
withdrawn under such Change of Control Offer.

         Notwithstanding anything to the contrary set forth in this Section 3.2,
a Change of Control will not be deemed to have occurred if either:

                  (1)      the closing sale price of the Common Stock for any
         five Trading Days during the ten Trading Days immediately preceding the
         Change of Control is at least equal to 105% of the Conversion Price in
         effect on such Trading Day; or

                  (2)      in the case of a merger or consolidation, all of the
         consideration (excluding cash payments for fractional shares and cash
         payments pursuant to dissenters' appraisal rights) in the merger or
         consolidation constituting the Change of Control consists of common
         stock, ordinary shares or other certificates representing common equity
         securities traded on a United States national securities exchange or
         quoted on the Nasdaq National Market (or which will be so traded or
         quoted when issued or exchanged in connection with such Change of
         Control) and as a result of such transaction or transactions the
         Securities become convertible solely into such common stock, ordinary
         shares or other certificates representing common equity securities.

         (e)      Holders will be entitled to withdraw their election, in whole
or in part, if the Paying Agent (which may not for purposes of this Section 3.2,
notwithstanding anything in this Indenture to the contrary, be the Company or
any Affiliate of the Company) receives, up to the close of business on the
Business Day immediately preceding the Change of Control Payment Date, facsimile
transmission or letter setting forth the name of the Holder, the principal
amount of the Securities the Holder is withdrawing and a statement that such
Holder is withdrawing its election to have such principal amount of Securities
purchased.

                                       18

<PAGE>

                                   ARTICLE 4

                                   CONVERSION

         SECTION 4.1.      CONVERSION PRIVILEGE.

         (a)      Subject to the further provisions of this Article 4 and
paragraph 6 of the Securities, a Holder of a Security may convert the principal
amount of such Security (or any portion thereof equal to $1,000 or any integral
multiple of $1,000 in excess thereof) into Common Stock at any time prior to the
close of business on the Final Maturity Date, at the Conversion Price then in
effect. The initial Conversion Price is set forth in paragraph 6 of the
Securities and is subject to adjustment as provided in this Article 4.

         (b)      If a Security is submitted or presented for purchase pursuant
to a Change of Control Purchase Notice in accordance with Article 3, such
conversion right shall terminate at the close of business on the Business Day
immediately preceding the Change of Control Payment Date for such Security or
such earlier date as the Holder presents such Security for purchase (unless the
Holder withdraws its election pursuant to Section 4.1(e)).

         (c)      If the Company elects Share Settlement the number of shares of
Common Stock issuable upon conversion of a Security shall be determined by
dividing the aggregate principal amount of the Security or portion thereof
surrendered for conversion by the Conversion Price in effect on the Conversion
Date.

         (d)      Provisions of this Indenture that apply to conversion of all
of a Security also apply to conversion of a portion of a Security.

         (e)      A Security in respect of which a Holder has elected to have
its Securities repurchased pursuant to Section 3.2(a) exercising the option of
such Holder to require the Company to purchase such Security may be converted
only if such election is withdrawn by a written notice of withdrawal delivered
to the Paying Agent prior to the close of business on the Business Day
immediately preceding the Change of Control Payment Date.

         (f)      A Holder of Securities is not entitled to any rights of a
holder of Common Stock until such Holder has converted its Securities to Common
Stock, and only to the extent such Securities are deemed to have been converted
into Common Stock pursuant to this Article 4.

         SECTION 4.2.      CONVERSION PROCEDURE.

         (a)      To convert a Security, a Holder must (i) complete and manually
sign the conversion notice on the back of the Security and deliver such notice
to the Conversion Agent, (ii) surrender the Security to the Conversion Agent,
(iii) furnish appropriate endorsements and transfer documents if required by a
Registrar or the Conversion Agent, and (iv) pay any transfer or similar tax, if
required. The date on which the Holder satisfies all of those requirements is
the "Conversion Date."

         (b)      As soon as practicable after the Conversion Date, and subject
to paragraph (c), the Company shall satisfy all of its obligations ("Conversion
Obligations") upon conversion of the Securities by delivering to the Holder, at
the Company's option, either shares of Common Stock, cash, or a combination of
cash and shares of Common Stock, in the following manner:

                                       19

<PAGE>

                                    (1)      If the Company elects to satisfy
                           the entire Conversion Obligation in shares of Common
                           Stock ("Share Settlement"), then the Company will
                           deliver to the Holder shares of Common Stock equal to
                           the quotient of (A) the aggregate principal amount of
                           Securities to be converted by the Holder divided by
                           (B) the Conversion Price in effect on the Conversion
                           Date;

                                    (2)      If the Company elects to satisfy
                           the entire Conversion Obligation in cash ("Cash
                           Settlement"), then the Company will deliver to the
                           Holder cash in an amount equal to the product of (A)
                           a number equal to the aggregate principal amount of
                           Securities to be converted by such Holder divided by
                           the Conversion Price in effect on the Conversion
                           Date, and (B) the arithmetic mean of the Volume
                           Weighted Average Prices of the Common Stock on each
                           Trading Day during the Cash Settlement Averaging
                           Period; or

                                    (3)      If the Company elects to satisfy a
                           portion of the Conversion Obligation in cash (the
                           "Partial Cash Amount") and a portion in shares of
                           Common Stock (together with the Partial Cash Amount,
                           a "Combined Settlement"), then the Company will
                           deliver to the Holder such Partial Cash Amount plus a
                           number of shares of Common Stock equal to the
                           quotient of (A) the amount of the Cash Settlement as
                           set forth in clause (2) above minus such Partial Cash
                           Amount divided by (B) the arithmetic mean of the
                           Volume Weighted Average Prices of the Common Stock on
                           each Trading Day during the applicable Cash
                           Settlement Averaging Period.

         (c)      Upon receipt of the conversion notice from a Holder by the
Company or the Conversion Agent:

                                    (1)      If such notice is received by the
                           Conversion Agent, the Conversion Agent will promptly
                           notify the Company.

                                    (2)      If the Company elects to satisfy
                           the Conversion Obligation by Share Settlement, then
                           settlement in Common Stock will be made on or prior
                           to the fifth (5th) Trading Day following the receipt
                           of such conversion notice by the Company.

                                    (3)      If the Company elects to satisfy
                           the Conversion Obligation by Cash Settlement or
                           Combined Settlement, then the Company will notify the
                           Trustee in writing, who shall promptly notify the
                           Holder, of the dollar amount to be satisfied in cash
                           at any time on or before the date that is two
                           Business Days following receipt of the conversion
                           notice (the "Settlement Notice Period"). Share
                           Settlement will apply automatically if the Company
                           does not notify the Trustee during the Settlement
                           Notice Period that the Company has chosen another
                           settlement method.

                                    (4)      If the Company timely elects Cash
                           Settlement or Combined Settlement, then the Holder
                           may retract the conversion notice at any time during
                           the two (2) Business Day period beginning on the day
                           after the Settlement Notice Period (the "Conversion
                           Retraction Period") by written notice to the Trustee.
                           The Holder cannot retract the conversion notice (and
                           the conversion notice therefore will be irrevocable)
                           if Share Settlement applies. If the Holder has not
                           retracted the conversion notice during the Conversion
                           Retraction Period, then Cash Settlement

                                       20
<PAGE>

                           or Combined Settlement will occur on the first
                           Trading Day following the Cash Settlement Averaging
                           Period. If the Holder timely retracts the conversion
                           notice, then such Holder shall be deemed to be a
                           Holder of Securities as if a conversion notice had
                           never been delivered by such Holder for such
                           Securities.

         (d)      If an Event of Default (other than an Event of Default in a
cash payment upon conversion of the Securities) has occurred and is continuing,
the Company may not pay cash upon conversion of any Security or portion of a
Security (other than cash for fractional shares).

         (e)      The person in whose name the Common Stock certificate is
registered shall be deemed to be a shareholder of record on the Conversion Date;
provided, however, that no surrender of a Security on any date when the share
transfer books of the Company shall be closed shall be effective to constitute
the person or persons entitled to receive the shares of Common Stock upon such
conversion as the record holder or holders of such shares of Common Stock on
such date, but such surrender shall be effective to constitute the person or
persons entitled to receive such shares of Common Stock as the record holder or
holders thereof for all purposes at the close of business on the next succeeding
day on which such share transfer books are open; provided, further, that such
conversion shall be at the Conversion Price in effect on the Conversion Date as
if the share transfer books of the Company had not been closed. Upon conversion
of a Security, such person shall no longer be a Holder of such Security but
shall have the rights set froth in this Section 4.2 until the Company satisfies
its Conversion Obligations. No payment or adjustment will be made for interest
accrued on any Security (or portion thereof) converted (except as set forth in
paragraph (f) below) or for dividends or distributions payable (except as set
forth in Section 4.6) on shares of Common Stock issued upon conversion of a
Security.

         (f)      Securities surrendered for conversion (in whole or in part)
during the period from the close of business on any Regular Record Date to the
opening of business on the next succeeding Interest Payment Date, if any
(excluding Securities or portions thereof presented for purchase upon a Change
of Control on a Change of Control Payment Date during the period beginning at
the close of business on a Regular Record Date and ending at the opening of
business on the first Business Day after the next succeeding Interest Payment
Date, if any, or if such Interest Payment Date, if any, is not a Business Day,
the second such Business Day) shall also be accompanied by payment in funds
acceptable to the Company of an amount equal to the interest (including
Additional Interest, if any), payable on such Interest Payment Date on the
principal amount of such Security then being converted, and such interest
(including Additional Interest, if any), shall be payable to such registered
Holder notwithstanding the conversion of such Security, subject, to the
provisions of this Indenture relating to the payment of defaulted interest, if
any, by the Company. Except as otherwise provided in this Section 4.2, no
payment or adjustment will be made for accrued interest (including Additional
Interest, if any), on a converted Security. If the Company defaults in the
payment of interest payable on such Interest Payment Date, the Company shall
promptly repay such funds to such Holder.

         Nothing in this Section 4.2shall affect the right of a Holder in whose
name any Security is registered at the close of business on a Regular Record
Date to receive the interest (including Additional Interest, if any), payable on
such Security on the related Interest Payment Date, if any, in accordance with
the terms of this Indenture, the Securities and the Registration Rights
Agreement. If a Holder converts more than one Security at the same time, the
number of shares of Common Stock issuable upon the conversion shall be based on
the aggregate principal amount of Securities converted.

         (g)      Anything herein to the contrary notwithstanding, in the case
of Global Securities, conversion notices may be delivered and such Securities
may be surrendered for conversion in accordance with the Applicable Procedures
as in effect from time to time.

                                       21

<PAGE>

         (h)      Upon surrender of a Security that is converted in part, the
Company shall execute, and the Trustee shall authenticate and deliver to the
Holder, a new Security equal in principal amount to the unconverted portion of
the Security surrendered.

         SECTION 4.3.      FRACTIONAL SHARES.

         The Company will not issue fractional shares of Common Stock upon
conversion of Securities. In lieu thereof, the Company will pay an amount in
cash for the fractional shares equal to the Volume Weighted Average Price of the
Common Stock determined during the Cash Settlement Averaging Period multiplied
by the fractional share and rounding the product to the nearest whole cent.

         SECTION 4.4.      TAXES ON CONVERSION.

         If a Holder converts a Security, the Company shall pay any documentary,
stamp or similar issue or transfer tax due on the issue of shares of Common
Stock upon such conversion. However, the Holder shall pay any such tax which is
due because the Holder requests the shares to be issued in a name other than the
Holder's name. The Conversion Agent may refuse to deliver the certificate
representing the Common Stock being issued in a name other than the Holder's
name until the Conversion Agent receives a sum sufficient to pay any tax which
will be due because the shares are to be issued in a name other than the
Holder's name. Nothing herein shall preclude any tax withholding required by law
or regulation.

         SECTION 4.5.      COMPANY TO PROVIDE STOCK.

         The Company shall, prior to issuance of any Securities hereunder, and
from time to time as may be necessary, make available out of its authorized but
unissued Common Stock, a sufficient number of shares of Common Stock to permit
the conversion of all outstanding Securities into shares of Common Stock.

         All shares of Common Stock delivered upon conversion of the Securities
shall be newly issued shares, shall be duly authorized, validly issued, fully
paid and nonassessable and shall be free from preemptive rights and free of any
lien or adverse claim.

         The Company will endeavor promptly to comply with all federal, state
and foreign securities laws regulating the offer and delivery of shares of
Common Stock upon conversion of Securities, if any, and will list or cause to
have quoted such shares of Common Stock on each national securities exchange or
on the Nasdaq National Market or other over-the-counter market or such other
market on which the Common Stock is then listed or quoted; provided, however,
that if rules of such automated quotation system or exchange permit the Company
to defer the listing of such Common Stock until the first conversion of the
Securities into Common Stock in accordance with the provisions of this
Indenture, the Company covenants to list such Common Stock issuable upon
conversion of the Securities in accordance with the requirements of such
automated quotation system or exchange at such time. Any Common Stock issued
upon conversion of a Security hereunder which at the time of conversion was a
Restricted Security will also be a Restricted Security.

         SECTION 4.6.      ADJUSTMENT OF CONVERSION PRICE.

         The conversion price as stated in paragraph 6 of the Securities (the
"Conversion Price") shall be adjusted from time to time by the Company as
follows:

                  (a)      In case the Company shall (i) pay a dividend on its
         Common Stock in shares of Common Stock, (ii) make a distribution on its
         Common Stock in shares of Common Stock, (iii)

                                       22

<PAGE>

         subdivide its outstanding Common Stock into a greater number of shares,
         or (iv) combine its outstanding Common Stock into a smaller number of
         shares, the Conversion Price in effect immediately prior thereto shall
         be adjusted so that the Holder of any Security thereafter surrendered
         for conversion shall be entitled to receive that number of shares of
         Common Stock which it would have owned had such Security been converted
         immediately prior to the happening of such event. An adjustment made
         pursuant to this subsection (a) shall become effective immediately
         after the record date in the case of a dividend or distribution and
         shall become effective immediately after the effective date in the case
         of subdivision or combination.

                  (b)      In case the Company shall issue rights or warrants to
         all or substantially all holders of its Common Stock entitling them
         (for a period commencing no earlier than the record date described
         below and expiring not more than 60 days after such record date) to
         subscribe for or purchase shares of Common Stock (or securities
         convertible into Common Stock) at a price per share (or having a
         conversion price per share) less than the Current Market Price per
         share of Common Stock on the record date for the determination of
         stockholders entitled to receive such rights or warrants, the
         Conversion Price in effect immediately prior thereto shall be adjusted
         so that the same shall equal the price determined by multiplying the
         Conversion Price in effect immediately prior to such record date by a
         fraction of which the numerator shall be the number of shares of Common
         Stock outstanding on such record date plus the number of shares which
         the aggregate offering price of the total number of shares of Common
         Stock so offered (or the aggregate conversion price of the convertible
         securities so offered, which shall be determined by multiplying the
         number of shares of Common Stock issuable upon conversion of such
         convertible securities by the conversion price per share of Common
         Stock pursuant to the terms of such convertible securities) would
         purchase at the Current Market Price per share of Common Stock on such
         record date, and of which the denominator shall be the number of shares
         of Common Stock outstanding on such record date plus the number of
         additional shares of Common Stock offered (or into which the
         convertible securities so offered are convertible). Such adjustment
         shall be made successively whenever any such rights or warrants are
         issued, and shall become effective immediately after such record date.
         If at the end of the period during which such rights or warrants are
         exercisable not all rights or warrants shall have been exercised, the
         adjusted Conversion Price shall be immediately readjusted to what it
         would have been based upon the number of additional shares of Common
         Stock actually issued (or the number of shares of Common Stock issuable
         upon conversion of convertible securities actually issued).

                  (c)      In case the Company shall distribute to all or
         substantially all holders of its Common Stock any shares of capital
         stock of the Company (other than Common Stock), evidences of
         indebtedness or other non-cash assets (including securities of any
         person other than the Company but excluding (1) dividends or
         distributions paid exclusively in cash or (2) dividends or
         distributions referred to in subsection (a) of this Section 4.6), or
         shall distribute to all or substantially all holders of its Common
         Stock rights or warrants to subscribe for or purchase any of its
         securities (excluding those rights and warrants referred to in
         subsection (b) of this Section 4.6 and also excluding the distribution
         of rights to all holders of Common Stock pursuant to the adoption of a
         stockholders rights plan or the detachment of such rights under the
         terms of such stockholder rights plan), then in each such case the
         Conversion Price shall be adjusted so that the same shall equal the
         price determined by multiplying the current Conversion Price by a
         fraction of which the numerator shall be the Current Market Price per
         share of the Common Stock on the record date mentioned below less the
         fair market value on such record date (as determined by the Board of
         Directors, whose determination shall be conclusive evidence of such
         fair market value and which shall be evidenced by an Officers'
         Certificate delivered to the Trustee) of the portion of the capital
         stock, evidences of indebtedness or other non-cash assets so
         distributed or of such rights or warrants applicable to one share of
         Common Stock (determined on the basis of

                                       23
<PAGE>

         the number of shares of Common Stock outstanding on the record date),
         and of which the denominator shall be the Current Market Price per
         share of the Common Stock on such record date. Such adjustment shall be
         made successively whenever any such distribution is made and shall
         become effective immediately after the record date for the
         determination of shareholders entitled to receive such distribution.

                  In the event the then fair market value (as so determined) of
         the portion of the capital stock, evidences of indebtedness or other
         non-cash assets so distributed or of such rights or warrants applicable
         to one share of Common Stock is equal to or greater than the Current
         Market Price per share of the Common Stock on such record date, in lieu
         of the foregoing adjustment, adequate provision shall be made so that
         each holder of a Security shall have the right to receive upon
         conversion the amount of capital stock, evidences of indebtedness or
         other non-cash assets so distributed or of such rights or warrants such
         holder would have received had such holder converted each Security on
         such record date. In the event that such dividend or distribution is
         not so paid or made, the Conversion Price shall again be adjusted to be
         the Conversion Price which would then be in effect if such dividend or
         distribution had not been declared. If the Board of Directors
         determines the fair market value of any distribution for purposes of
         this Section 4.6(d) by reference to the actual or when issued trading
         market for any securities, it must in doing so consider the prices in
         such market over the same period used in computing the Current Market
         Price of the Common Stock.

                  In the event that the Company implements a share rights plan
         ("Rights Plan"), upon conversion of the Securities into Common Stock,
         to the extent that any such Rights Plan is still in effect upon such
         conversion, the holders of Securities will receive, in addition to the
         Common Stock, the rights described therein (whether or not the rights
         have separated from the Common Stock at the time of conversion),
         subject to the limitations set forth in the Rights Plan. Any
         distribution of rights or warrants pursuant to a Rights Plan complying
         with the requirements set forth in the immediately preceding sentence
         of this paragraph shall not constitute a distribution of rights or
         warrants pursuant to this Section 4.6(c).

                  Rights or warrants distributed by the Company to all holders
         of Common Stock entitling the holders thereof to subscribe for or
         purchase shares of the Company's Capital Stock (either initially or
         under certain circumstances), which rights or warrants, until the
         occurrence of a specified event or events ("Trigger Event"): (i) are
         deemed to be transferred with such shares of Common Stock; (ii) are not
         exercisable; and (iii) are also issued in respect of future issuances
         of Common Stock, shall be deemed not to have been distributed for
         purposes of this Section 4.6 (and no adjustment to the Conversion Price
         under this Section 4.6 will be required) until the occurrence of the
         earliest Trigger Event, whereupon such rights and warrants shall be
         deemed to have been distributed and an appropriate adjustment (if any
         is required) to the Conversion Price shall be made under this Section
         4.6(c). If any such right or warrant, including any such existing
         rights or warrants distributed prior to the date of this Indenture, are
         subject to events, upon the occurrence of which such rights or warrants
         become exercisable to purchase different securities, evidences of
         indebtedness or other assets, then the date of the occurrence of any
         and each such event shall be deemed to be the date of distribution and
         record date with respect to new rights or warrants with such rights
         (and a termination or expiration of the existing rights or warrants
         without exercise by any of the holders thereof). In addition, in the
         event of any distribution (or deemed distribution) of rights or
         warrants, or any Trigger Event or other event (of the type described in
         the preceding sentence) with respect thereto that was counted for
         purposes of calculating a distribution amount for which an adjustment
         to the Conversion Price under this Section 4.6 was made, (1) in the
         case of any such rights or warrants which shall all have been redeemed
         or repurchased without exercise by any holders thereof, the Conversion
         Price shall be

                                       24

<PAGE>

         readjusted upon such final redemption or repurchase to give effect to
         such distribution or Trigger Event, as the case may be, as though it
         were a cash distribution, equal to the per share redemption or
         repurchase price received by a holder or holders of Common Stock with
         respect to such rights or warrants (assuming such holder had retained
         such rights or warrants), made to all holders of Common Stock as of the
         date of such redemption or repurchase, and (2) in the case of such
         rights or warrants which shall have expired or been terminated without
         exercise by any holders thereof, the Conversion Price shall be
         readjusted as if such rights and warrants had not been issued.

                  (d)      (1) In case the Company shall, by dividend or
         otherwise, at any time distribute cash (a "Cash Distribution") to all
         or substantially all holders of its Common Stock, the Conversion Price
         shall be reduced so that the same shall equal the price determined by
         multiplying such Conversion Price in effect immediately prior to the
         Business Day (the "Determination Date") immediately preceding the day
         on which such Cash Distribution is declared by the Company by a
         fraction of which the numerator shall be the Current Market Price per
         share of the Common Stock on the Determination Date less the amount of
         cash applicable to one share of Common Stock (determined on the basis
         of the number of shares of Common Stock outstanding on the
         Determination Date) and the denominator shall be such Current Market
         Price per share of the Common Stock on the Determination Date, such
         reduction to become effective immediately prior to the opening of
         business on the day following the date on which the Cash Distribution
         is paid.

                  (2)      In case any tender offer made by the Company or any
         of its Subsidiaries for Common Stock shall expire then, immediately
         prior to the opening of business on the day after the last day (the
         "Expiration Date") tenders could have been made pursuant to such tender
         offer (as it may be amended) (the last time at which such tenders could
         have been made on the Expiration Date is hereinafter sometimes called
         the "Expiration Time"), the Conversion Price shall be reduced so that
         the same shall equal the price determined by multiplying the Conversion
         Price in effect immediately prior to the close of business on the
         Expiration Date by a fraction of which the numerator shall be the
         product of the number of shares of Common Stock outstanding (including
         tendered shares but excluding any shares held in the treasury of the
         Company) at the Expiration Time multiplied by the Current Market Price
         per share of the Common Stock on the Trading Day next succeeding the
         Expiration Date and the denominator shall be the sum of (x) the
         aggregate consideration (determined as aforesaid) payable to
         stockholders based on the acceptance (up to any maximum specified in
         the terms of the tender offer) of all shares validly tendered and not
         withdrawn as of the Expiration Time (the shares deemed so accepted, up
         to any such maximum, being referred to as the "Purchased Shares") and
         (y) the product of the number of shares of Common Stock outstanding
         (less any Purchased Shares and excluding any shares held in the
         treasury of the Company) at the Expiration Time and the Current Market
         Price per share of Common Stock on the Trading Day next succeeding the
         Expiration Date, such reduction to become effective immediately prior
         to the opening of business on the day following the Expiration Date. In
         the event that the Company is obligated to purchase shares pursuant to
         any such tender offer, but the Company is permanently prevented by
         applicable law from effecting any or all such purchases or any or all
         such purchases are rescinded, the Conversion Price shall again be
         adjusted to be the Conversion Price which would have been in effect
         based upon the number of shares actually purchased. If the application
         of this Section 4.6(d)(2) to any tender offer would result in an
         increase in the Conversion Price, no adjustment shall be made for such
         tender offer under this Section 4.6(d)(2).

                  (3)      For purposes of this Section 4.6(d), the term "tender
         offer" shall mean and include both tender offers and exchange offers,
         all references to "purchases" of shares in tender offers (and all
         similar references) shall mean and include both the purchase of shares
         in tender
                                       25

<PAGE>

         offers and the acquisition of shares pursuant to exchange offers, and
         all references to "tendered shares" (and all similar references) shall
         mean and include shares tendered in both tender offers and exchange
         offers.

                  (e)      For the purpose of any computation under subsections
         (b), (c) and (d) of this Section 4.6, the current market price (the
         "Current Market Price") per share of Common Stock on any date shall be
         deemed to be the average of the Sales Prices for the 30 consecutive
         Trading Days commencing 45 Trading Days before (i) the Determination
         Date or the Expiration Date, as the case may be, with respect to
         distributions or tender offers under subsection (d) of this Section 4.6
         or (ii) the record date with respect to distributions, issuances or
         other events requiring such computation under subsection (b), (c) or
         (d) of this Section 4.6.

                  (f)      In any case in which this Section 4.6 shall require
         that an adjustment be made following a record date or a Determination
         Date or Expiration Date, as the case may be, established for purposes
         of this Section 4.6, the Company may elect to defer (but only until
         five Business Days following the filing by the Company with the Trustee
         of the certificate described in Section 4.9) issuing to the Holder of
         any Security converted after such record date or Determination Date or
         Expiration Date the shares of Common Stock and other capital stock of
         the Company issuable upon such conversion over and above the shares of
         Common Stock and other capital stock of the Company issuable upon such
         conversion only on the basis of the Conversion Price prior to
         adjustment; and, in lieu of the shares the issuance of which is so
         deferred, the Company shall issue or cause its transfer agents to issue
         due bills or other appropriate evidence prepared by the Company of the
         right to receive such shares. If any distribution in respect of which
         an adjustment to the Conversion Price is required to be made as of the
         record date or Determination Date or Expiration Date therefor is not
         thereafter made or paid by the Company for any reason, the Conversion
         Price shall be readjusted to the Conversion Price which would then be
         in effect if such record date had not been fixed or such effective date
         or Determination Date or Expiration Date had not occurred.

         SECTION 4.7.      NO ADJUSTMENT.

         No adjustment in the Conversion Price shall be required:

                                    (1)      unless the adjustment would require
                           an increase or decrease of at least 1% in the
                           Conversion Price as last adjusted; provided, however,
                           that any adjustments which by reason of this Section
                           4.7 are not required to be made shall be carried
                           forward and taken into account in any subsequent
                           adjustment;

                                    (2)      for issuances of Common Stock
                           pursuant to a Company plan for reinvestment of
                           dividends or interest or for a change in the par
                           value or a change to no par value of the Common
                           Stock;

                                    (3)      if all of the Holders may
                           participate in the transactions that would otherwise
                           lead to an adjustment in the Conversion Price
                           pursuant to Section 4.6; or

                                    (4)      if such adjustment would reduce the
                           conversion price of the Securities to less than the
                           par value of the Company's ordinary shares, which is
                           currently S$0.01 per share.

         To the extent that the Securities become convertible into the right to
receive cash pursuant to Section 4.2 hereof, no adjustment need be made
thereafter as to the cash. Interest will not accrue on the

                                       26

<PAGE>

cash. All calculations under this Article 4 shall be made to the nearest cent or
to the nearest one-hundredth of a share, as the case may be.

         SECTION 4.8.      ADJUSTMENT FOR TAX PURPOSES.

         The Company shall be entitled to make such reductions in the Conversion
Price, in addition to those required by Section 4.6, as it in its discretion
shall determine to be advisable in order that any stock dividends, subdivisions
of shares, distributions of rights to purchase stock or securities or
distributions of securities convertible into or exchangeable for stock hereafter
made by the Company to its stockholders shall not be taxable, provided, however,
that in no event may the Company reduce the Conversion Price to be less than the
par value of a share of Common Stock.

         SECTION 4.9.      NOTICE OF ADJUSTMENT.

         (a)      Whenever the Conversion Price or conversion privilege is
adjusted, the Company shall promptly mail to Securityholders a notice of the
adjustment and file with the Trustee an Officers' Certificate briefly stating
the facts requiring the adjustment and the manner of computing it. Unless and
until the Trustee shall receive an Officers' Certificate setting forth an
adjustment of the Conversion Price, the Trustee may assume without inquiry that
the Conversion Price has not been adjusted and that the last Conversion Price of
which it has knowledge remains in effect.

         (b)      In the event that:

                                    (1)      the Company takes any action which
                           would require an adjustment in the Conversion Price;

                                    (2)      the Company consolidates or merges
                           with, or transfers all or substantially all of its
                           property and assets to, another corporation and
                           shareholders of the Company must approve the
                           transaction; or

                                    (3)      there is a dissolution, judicial
                           management or liquidation of the Company,

the Company shall mail to Holders and file with the Trustee a notice stating the
proposed record or effective date, as the case may be. The Company shall mail
the notice at least ten days before such date. Failure to mail such notice or
any defect therein shall not affect the validity of any transaction referred to
in clause (1), (2) or (3) of this Section 4.9.

         SECTION 4.10.     EFFECT OF RECLASSIFICATION, CONSOLIDATION, MERGER OR
                           SALE ON CONVERSION PRIVILEGE.

         If any of the following shall occur, namely: (a) any reclassification
or change of shares of Common Stock issuable upon conversion of the Securities
(other than a change in par value, or from par value to no par value, or from no
par value to par value, or as a result of a subdivision or combination, or any
other change for which an adjustment is provided in Section 4.6); (b) any
consolidation or merger or combination to which the Company is a party other
than a merger in which the Company is the continuing corporation and which does
not result in any reclassification of, or change (other than in par value, or
from par value to no par value, or from no par value to par value, or as a
result of a subdivision or combination) in, outstanding shares of Common Stock;
or (c) any sale or conveyance as an entirety or substantially as an entirety of
the property and assets of the Company, directly or indirectly, to any person as
a result of which holders of Common Stock shall be entitled to receive stock,
securities or other

                                       27

<PAGE>

property or assets (including cash) with respect to or in exchange for Common
Stock, then the Company, or such successor, purchasing or transferee
corporation, as the case may be, shall execute and deliver to the Trustee a
supplemental indenture providing that the Holder of each Security then
outstanding shall have the right to convert such Security into the kind and
amount of shares of stock and other securities and property (including cash)
receivable upon such reclassification, change, combination, consolidation,
merger, sale or conveyance by a holder of the number of shares of Common Stock
deliverable upon conversion of such Security immediately prior to such
reclassification, change, combination, consolidation, merger, sale or
conveyance. Such supplemental indenture shall provide for adjustments of the
Conversion Price which shall be as nearly equivalent as may be practicable to
the adjustments of the Conversion Price provided for in this Article 4. If, in
the case of any such consolidation, merger, combination, sale or conveyance, the
stock or other securities and property (including cash) receivable thereupon by
a holder of Common Stock include shares of stock or other securities and
property of a person other than the successor, purchasing or transferee
corporation, as the case may be, in such consolidation, merger, combination,
sale or conveyance, then such supplemental indenture shall also be executed by
such other person and shall contain such additional provisions to protect the
interests of the Holders of the Securities as the Board of Directors and the
Trustee shall reasonably consider necessary by reason of the foregoing. The
provisions of this Section 4.10 shall similarly apply to successive
reclassifications, changes, combinations, consolidations, mergers, sales or
conveyances.

         In the event the Company shall execute a supplemental indenture
pursuant to this Section 4.10, the Company shall promptly file with the Trustee
(x) an Officers' Certificate briefly stating the reasons therefor, the kind or
amount of shares of stock or other securities or property (including cash)
receivable by Holders of the Securities upon the conversion of their Securities
after any such reclassification, change, combination, consolidation, merger,
sale or conveyance, any adjustment to be made with respect thereto and that all
conditions precedent have been complied with and (y) an Opinion of Counsel that
all conditions precedent have been complied with, and shall promptly mail notice
thereof to all Holders.

         SECTION 4.11.     TRUSTEE'S DISCLAIMER.

         The Trustee shall have no duty to determine when an adjustment under
this Article 4 should be made, how it should be made or what such adjustment
should be, but may accept as conclusive evidence of that fact or the correctness
of any such adjustment, and shall be protected in conclusively relying upon, an
Officers' Certificate including the Officers' Certificate with respect thereto
which the Company is obligated to file with the Trustee pursuant to Section 4.9.
The Trustee makes no representation as to the validity or value of any
securities or assets issued upon conversion of Securities, and the Trustee shall
not be responsible for the Company's failure to comply with any provisions of
this Article 4.

         The Trustee shall not be under any responsibility to determine the
correctness of any provisions contained in any supplemental indenture executed
pursuant to Section 4.10, but may accept as conclusive evidence of the
correctness thereof, and shall be fully protected in conclusively relying upon,
the Officers' Certificate with respect thereto which the Company is obligated to
file with the Trustee pursuant to Section 4.10.

         SECTION 4.12.     VOLUNTARY REDUCTION.

         The Company from time to time may reduce the Conversion Price by any
amount for any period of time if the period is at least 20 days and if the
reduction is irrevocable during the period if our Board of Directors determines
that such reduction would be in the best interest of the Company or to avoid or
diminish income tax to holders of shares of our Common Stock in connection with
a dividend or distribution of stock or similar event, and the Company provides
15 days prior notice of any reduction in

                                       28

<PAGE>

the Conversion Price; provided, however, that in no event may the Company reduce
the Conversion Price to be less than the par value of a share of Common Stock.

                                   ARTICLE 5

                                  SUBORDINATION

         SECTION 5.1.      SECURITIES SUBORDINATED TO SENIOR DEBT.

         The Company covenants and agrees, and each Holder of the Securities, by
its acceptance thereof, likewise covenants and agrees, that all Securities shall
be issued subject to the provisions of this Article 5; and each Person holding
any Security, whether upon original issue or upon transfer, assignment or
exchange thereof, accepts and agrees that the payment of all Obligations on the
Securities by the Company shall, to the extent and in the manner herein set
forth, be subordinated and junior in right of payment to the prior payment in
full in cash or Cash Equivalents (or such payment shall be duly provided for to
the satisfaction of the holders of the Senior Debt) of all Obligations on the
Senior Debt; that the subordination is for the benefit of, and shall be
enforceable directly by, the holders of Senior Debt, and that each holder of
Senior Debt, whether now outstanding or hereafter created, incurred, assumed or
guaranteed, shall be deemed to have acquired Senior Debt, in reliance upon the
covenants and provisions contained in this Indenture.

         SECTION 5.2.      NO PAYMENT ON NOTES IN CERTAIN CIRCUMSTANCES.

         (a)      If (i) a default in the payment of the principal of, premium,
if any, or interest (including Additional Interest, if any), on Designated
Senior Debt occurs and is continuing beyond any applicable period of grace or
(ii) any other default occurs and is continuing with respect to Designated
Senior Debt that permits holders of the Designated Senior Debt to which such
default relates to accelerate its maturity and, the Trustee receives a written
notice of such default (a "Payment Blockage Notice"), in the case of clause (i)
from the Company and in the case of clause (ii) from the holders of any
Designated Senior Debt then, the Company may not make any payment upon or in
respect of the Securities (except in Permitted Junior Securities or from the
trust described in Article 10). Payments on the Securities may and shall be
resumed (x) in the case of a payment default, upon the date on which such
default is cured or waived and (y) in case of a nonpayment default, the earlier
of (a) the date on which such nonpayment default is cured or waived, (b) 179
days after the date on which the applicable Payment Blockage Notice is received
by the Trustee, (c) the date such Designated Senior Debt shall have been
discharged or paid in full in cash or (d) the date such Payment Blockage Notice
shall have been terminated by written notice to the Company or the Trustee from
the holders of Designated Senior Debt initiating such Payment Blockage Notice
(such period from the date of the Payment Blockage Notice until the date
payments shall be resumed pursuant to (a), (b), (c) or (d), a "Payment Blockage
Period"). Thereafter, in the case of clauses (a), (b), (c) and (d), the Company
shall resume making any and all required payments in respect of the Securities,
including any payments not made to the Holders of the Securities during the
Payment Blockage Period due to the foregoing prohibitions, unless a default
described in clause (i) occurs and is continuing. No new period of payment
blockage may be commenced unless and until 360 days have elapsed since the
effectiveness of the immediately prior Payment Blockage Notice. No nonpayment
default that existed or was continuing on the date of delivery of any Payment
Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent
Payment Blockage Notice unless such default shall have been cured or waived for
a period of not less than 90 days.

                                       29

<PAGE>

         The Trustee must provide the holders of Designated Senior Debt at least
10 days' prior written notice of any acceleration of the maturity of the
Securities.

         (b)      In the event that, notwithstanding the foregoing, any payment
shall be received by the Trustee or any Holder when such payment is prohibited
by Section 5.2(a), such payment shall be held in trust for the benefit of, and
shall be paid over or delivered to, the holders of Senior Debt (pro rata to such
holders on the basis of the respective amount of Senior Debt held by such
holders) as their respective interests may appear. The Trustee shall be entitled
to conclusively rely on information regarding amounts then due and owing on the
Senior Debt, if any, received from the holders of Senior Debt (or their
Representatives), or, if such information is not received from such holders or
their Representatives, from the Company and only amounts included in the
information provided to the Trustee shall be paid to the holders of Senior Debt.
The Company shall keep complete and accurate records of the names, addresses and
amounts owed to all holders of Senior Debt and Designated Senior Debt and their
Representatives, if any and shall produce such records to the Trustee upon
request and the Trustee shall be absolutely protected in relying on such records
in paying over or delivering moneys or providing notice pursuant to this Article
5.

                  Nothing contained in this Article 5 shall limit or compromise
the right of the Trustee or the Holders to take any action to accelerate the
maturity of the Securities pursuant to Section 8.2 or to pursue any rights or
remedies hereunder or otherwise; provided, however, that all Senior Debt
thereafter due or declared to be due shall first be paid in full in cash or Cash
Equivalents before the Holders are entitled to receive any payment of any kind
or character with respect to Obligations on the Securities.

         SECTION 5.3.      PAYMENT OVER OF PROCEEDS UPON DISSOLUTION, ETC.

         (a)      Upon any distribution to creditors of the Company in a total
or partial liquidation, winding-up, reorganization, judicial management or
dissolution of the Company or in a voluntary or involuntary bankruptcy,
reorganization, insolvency, receivership, judicial management or similar
proceeding relating to the Company or its property, an assignment for the
benefit of creditors or any marshalling of the Company's assets and liabilities,
the holders of Senior Debt will be entitled to receive payment in full in cash
of all Obligations due in respect of such Senior Debt (including interest (and
any Additional Interest, if any) after the commencement of any such proceeding
at the rate specified in the applicable Senior Debt) before the Holders of the
Securities will be entitled to receive any payment with respect to the
Securities, and until all Obligations with respect to Senior Debt are paid in
full in cash, any distribution to which the Holders of the Securities would be
entitled shall be made to the holders of Senior Debt (except that Holders of the
Securities may receive Permitted Junior Securities and payments made from the
trust described in Article 10).

         (b)      To the extent any payment of Senior Debt (whether by or on
behalf of the Company, as proceeds of security or enforcement of any right of
setoff or otherwise) is declared to be fraudulent or preferential, set aside or
required to be paid to any receiver, trustee in bankruptcy, liquidating trustee,
agent or other similar Person under any bankruptcy, insolvency, receivership,
fraudulent conveyance or similar law, then, if such payment is recovered by, or
paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent
or other similar Person, the Senior Debt or part thereof originally intended to
be satisfied shall be deemed to be reinstated and outstanding as if such payment
had not occurred.

         (c)      In the event that, notwithstanding the foregoing, any payment
or distribution of assets of the Company of any kind or character, whether in
cash, property or securities, shall be received by any Holder when such payment
or distribution is prohibited by Section 5.3(a), such payment or distribution
shall be held in trust for the benefit of, and shall be paid over or delivered
to, the holders of Senior Debt (pro rata to such holders on the basis of the
respective amount of Senior Debt held by such holders) or

                                       30

<PAGE>

their Representatives, or to the trustee or trustees under any indenture
pursuant to which any of such Senior Debt may have been issued, as their
respective interests may appear, for application to the payment of Senior Debt
remaining unpaid until all such Senior Debt has been paid in full in cash or
Cash Equivalents, after giving effect to any concurrent payment, distribution or
provision therefor to or for the holders of such Senior Debt.

         (d)      The consolidation of the Company with, or the merger of the
Company with or into, another corporation or the liquidation, judicial
management or dissolution of the Company following the conveyance or transfer of
all or substantially all of its assets, to another corporation upon the terms
and conditions provided in Article 7 hereof shall not be deemed a dissolution,
winding-up, liquidation, judicial management or reorganization for the purposes
of this Section if, in the event the Company is not the surviving corporation,
such other corporation shall, as a part of such consolidation, merger,
conveyance or transfer, assume the Company's obligations hereunder in accordance
with Article 7 hereof.

         SECTION 5.4.      PAYMENTS MAY BE PAID PRIOR TO DISSOLUTION.

         Nothing contained in this Article 5 or elsewhere in this Indenture
shall prevent (i) the Company, except under the conditions described in Sections
5.1 and 5.2, from making payments at any time for the purpose of making payments
of principal of and interest (including Additional Interest, if any) on the
Securities, or from depositing with the Trustee any monies for such payments, or
(ii) in the absence of actual knowledge by the Trustee that a given payment
would be prohibited by Section 5.1 or 5.2, the application by the Trustee of any
monies deposited with it for the purpose of making such payments of principal
of, and interest (including Additional Interest, if any) on, the Securities to
the Holders entitled thereto unless at least one Business Day prior to the date
upon which such payment would otherwise become due and payable, the Trustee
shall have received the written notice provided for in Section 5.2 or Section
5.7. The Company shall give prompt written notice to the Trustee of any
dissolution, judicial management, winding-up, liquidation or reorganization of
the Company.

         SECTION 5.5.      SUBROGATION.

         Subject to the payment in full in cash or Cash Equivalents of all
Senior Debt, the Holders shall be subrogated to the rights of the holders of
Senior Debt to receive payments or distributions of cash, property or securities
of the Company applicable to the Senior Debt until the Securities shall be paid
in full; and, for the purposes of such subrogation, no such payments or
distributions to the holders of the Senior Debt or by or on behalf of the
Company or by or on behalf of the Holders by virtue of this Article 5 which
otherwise would have been made to the Holders shall, as between the Company and
the Holders, be deemed to be a payment by the Company to or on account of the
Senior Debt, it being understood that the provisions of this Article 5 are and
are intended solely for the purpose of defining the relative rights of the
Holders, on the one hand, and the holders of the Senior Debt, on the other hand.

         SECTION 5.6.      OBLIGATIONS OF THE COMPANY UNCONDITIONAL.

         Nothing contained in this Article 5 or elsewhere in this Indenture or
in the Securities is intended to or shall impair, as among the Company,
creditors other than the holders of Senior Debt, and the Holders, the obligation
of the Company, which is absolute and unconditional, to pay to the Holders the
principal of and any interest on (including Additional Interest, if any) the
Securities as and when the same shall become due and payable in accordance with
their terms, or is intended to or shall affect the relative rights of the
Holders and creditors of the Company other than the holders of any Senior Debt,
nor shall anything herein or therein prevent the Holders or the Trustee on their
behalf from exercising all remedies otherwise permitted by applicable law upon
default under this Indenture, subject to the rights, if any,

                                       31

<PAGE>

under this Article 5 of the holders of Senior Debt in respect of cash, property
or securities of the Company received upon the exercise of any such remedy.

         SECTION 5.7.      NOTICE TO TRUSTEE.

         The Company shall give prompt written notice to the Trustee of any fact
known to the Company which would prohibit the making of any payment to or by the
Trustee in respect of the Securities pursuant to the provisions of this Article
5. Regardless of anything to the contrary contained in this Article 5 or
elsewhere in this Indenture, the Trustee shall not be charged with knowledge of
the existence of any default or event of default with respect to any Senior Debt
or of any other facts which would prohibit the making of any payment to or by
the Trustee unless and until the Trustee shall have received notice in writing
referencing this Indenture and the Securities from the Company, or from a holder
of Senior Debt or a Representative therefor, and, prior to the receipt of any
such written notice, the Trustee shall be entitled to assume (in the absence of
actual knowledge of a Responsible Officer to the contrary) that no such facts
exist.

         In the event that the Trustee determines in good faith that any
evidence is required with respect to the right of any Person as a holder of
Senior Debt to participate in any payment or distribution pursuant to this
Article 5, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amounts of Senior Debt held by
such Person, the extent to which such Person is entitled to participate in such
payment or distribution and any other facts pertinent to the rights of such
Person under this Article 5, and if such evidence is not furnished the Trustee
may defer any payment to such Person pending judicial determination as to the
right of such person to receive such payment.

         SECTION 5.8.      RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF
                           LIQUIDATING AGENT.

         Upon any payment or distribution of assets of the Company referred to
in this Article 5, the Trustee, subject to the provisions of Article 7 hereof,
and the Holders shall be entitled to rely upon any order or decree made by any
court of competent jurisdiction in which bankruptcy, dissolution, winding-up,
liquidation, judicial management or reorganization proceedings are pending, or
upon a certificate of the receiver, trustee in bankruptcy, liquidating trustee,
agent or other person making such payment or distribution, delivered to the
Trustee or the Holders, for the purpose of ascertaining the persons entitled to
participate in such distribution, the holders of the Senior Debt and other Debt
of the Company, the amount thereof or payable thereon, the amount or amounts
paid or distributed thereon and all other facts pertinent thereto or to this
Article 5.

         SECTION 5.9.      TRUSTEE'S RELATION TO SENIOR DEBT OR GUARANTOR SENIOR
                           DEBT.

         The Trustee and any agent of the Company or the Trustee shall be
entitled to all the rights set forth in this Article 5 with respect to any
Senior Debt which may at any time be held by it in its individual capacity or
any other capacity to the same extent as any other holder of Senior Debt and
nothing in this Indenture shall deprive the Trustee or any such agent of any of
its rights as such holder. The Trustee shall not be liable to any holder of
Senior Debt if it shall mistakenly pay over or deliver to the Holders, the
Company or any other Person monies or assets to which any such holder of the
Senior Debt shall be entitled by virtue of this Article 5.

         With respect to the holders of Senior Debt, the Trustee undertakes to
perform or to observe only such of its covenants and obligations as are
specifically set forth in this Article 5, and no implied covenants or
obligations with respect to the holders of Senior Debt shall be read into this
Indenture

                                       32

<PAGE>

against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty
to the holders of Senior Debt.

         Whenever a distribution is to be made or a notice given to holders or
owners of Senior Debt or Designated Senior Debt, the distribution may be made
and the notice may be given to their Representative, if any.

         SECTION 5.10.     SUBORDINATION RIGHTS NOT IMPAIRED BY ACTS OR
                           OMISSIONS OF THE COMPANY OR A GUARANTOR OR HOLDERS OF
                           SENIOR DEBT.

         No right of any present or future holders of any Senior Debt to enforce
subordination as provided herein shall at any time in any way be prejudiced or
impaired by any act or failure to act on the part of the Company or by any act
or failure to act, in good faith, by any such holder, or by any noncompliance by
the Company with the terms of this Indenture, regardless of any knowledge
thereof which any such holder may have or otherwise be charged with.

         Without in any way limiting the generality of the foregoing paragraph,
the holders of Senior Debt may, at any time and from time to time, without the
consent of or notice to the Trustee, without incurring responsibility to the
Trustee or the Holders and without impairing or releasing the subordination
provided in this Article 5 or the obligations hereunder of the Holders to the
holders of the Senior Debt, do any one or more of the following: (i) change the
manner, place or terms of payment or extend the time of payment of, or renew or
alter, Senior Debt, or otherwise amend or supplement in any manner Senior Debt,
or any instrument evidencing or securing the same or any agreement under which
Senior Debt is outstanding; (ii) sell, exchange, release or otherwise deal with
any property pledged, mortgaged or otherwise securing Senior Debt; (iii) release
any Person liable in any manner for the payment or collection of Senior Debt;
and (iv) exercise or refrain from exercising any rights against the Company or
any other Person.

         SECTION 5.11.     CERTAIN CONVERSIONS NOT DEEMED PAYMENT

         For the purposes of this Article 5 only, (1) the issuance and delivery
of Permitted Junior Securities upon conversion of Securities in accordance with
Article 4 shall not be deemed to constitute a payment or distribution on account
of the principal of (or premium, if any) or interest on Securities or on account
of the purchase or other acquisition of Securities, and (2) the payment,
issuance or delivery of cash (except in satisfaction of fractional shares
pursuant to Section 4.3), property or securities (other than Permitted Junior
Securities) upon conversion of a Security shall be deemed to constitute payment
on account of the principal of such Security. Nothing contained in this Article
5 or elsewhere in this Indenture or in the Securities is intended to or shall
impair, as among the Company, its creditors other than holders of Senior Debt
and the Holders, the right, which is absolute and unconditional, of the Holder
of any Security to convert such Security in accordance with Article 4.

         SECTION 5.12.     HOLDERS AUTHORIZE TRUSTEE TO EFFECTUATE SUBORDINATION
                           OF SECURITIES.

         Each Holder by its acceptance of the Securities authorizes and
expressly directs the Trustee on its behalf to take such action as may be
necessary or appropriate to effectuate, as between the holders of Senior Debt
and the Holders, the subordination provided in this Article 5, and appoints the
Trustee its attorney-in-fact for such purposes, including, in the event of any
dissolution, winding-up, liquidation, judicial management or reorganization of
the Company (whether in bankruptcy, insolvency, receivership, reorganization or
similar proceedings or upon an assignment for the benefit of creditors or
otherwise)

                                       33
<PAGE>

tending towards liquidation of the business and assets of the Company, the
filing of a claim for the unpaid balance of its Securities and accrued interest
(including Additional Interest, if any) in the form required in those
proceedings.

         If the Trustee does not file a proper claim or proof of debt in the
form required in such proceeding prior to 30 days before the expiration of the
time to file such claim or claims, then the holders of the Senior Debt or their
Representative are or is hereby authorized to have the right to file and are or
is hereby authorized to file an appropriate claim for and on behalf of the
Holders of said Securities. Nothing herein contained shall be deemed to
authorize the Trustee or the holders of Senior Debt or their Representative to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof, or to authorize the Trustee or the holders
of Senior Debt or their Representative to vote in respect of the claim of any
Holder in any such proceeding.

         SECTION 5.13.     THIS ARTICLE 5 NOT TO PREVENT EVENTS OF DEFAULT.

         The failure to make a payment on account of principal of or interest
(including Additional Interest) on the Securities by reason of any provision of
this Article 5 will not be construed as preventing the occurrence of an Event of
Default.

         SECTION 5.14.     TRUSTEE'S COMPENSATION NOT PREJUDICED.

         Nothing in this Article 5 will apply to amounts due to the Trustee
pursuant to other Sections in this Indenture.

                                   ARTICLE 6

                                    COVENANTS

         SECTION 6.1.      PAYMENT OF SECURITIES.

         The Company shall promptly make all payments in respect of the
Securities on the dates and in the manner provided in the Securities and this
Indenture. An installment of principal or interest (including Additional
Interest), if any, shall be considered paid on the date it is due if the Paying
Agent (other than the Company) holds by 11:00 a.m., New York City time, on that
date money, deposited by the Company or an Affiliate thereof, sufficient to pay
the installment. Subject to Section 4.2 hereof, accrued and unpaid interest
(including Additional Interest, if any) on any Security that is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be paid
to the Person in whose name that Security is registered at the close of business
on the Regular Record Date for such interest at the office or agency of the
Company maintained for such purpose. The Company shall, (in immediately
available funds) to the fullest extent permitted by law, pay interest on overdue
principal (including premium, if any) and overdue installments of interest
(including Additional Interest, if any).

         Payment of the principal of (and premium, if any) and interest
(including Additional Interest, if any) on the Securities shall be made at the
office or agency of the Company maintained for that purpose in the Borough of
Manhattan, The City of New York (which shall initially be the Trustee) or at the
Corporate Trust Office of the Trustee in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts; provided, however, that at the option of the Company
payment of interest (including Additional Interest, if any) may be made by check

                                       34

<PAGE>

mailed to the address of the Person entitled thereto as such address appears in
the Register; provided further that a Holder with an aggregate principal amount
in excess of $2,000,000 will be paid by wire transfer in immediately available
funds at the election of such Holder if such Holder has provided wire transfer
instructions to the Company at least 10 Business Days prior to the payment date.

         SECTION 6.2.      SEC REPORTS.

         The Company shall file all reports and other information and documents
which it is required to file with the SEC pursuant to Section 13 or 15(d) of the
Exchange Act, and within 15 days after it files them with the SEC, the Company
shall file copies of all such reports, information and other documents with the
Trustee.

         Delivery of such reports, information and documents to the Trustee is
for informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

         SECTION 6.3.      COMPLIANCE CERTIFICATES.

         The Company shall deliver to the Trustee, within 90 days after the end
of each fiscal year of the Company (beginning with the fiscal year ending March
31, 2004), an Officers' Certificate as to the signer's knowledge of the
Company's compliance with all conditions and covenants on its part contained in
this Indenture and stating whether or not the signer knows of any default or
Event of Default. If such signer knows of such a default or Event of Default,
the Officers' Certificate shall describe the default or Event of Default and the
efforts to remedy the same. For the purposes of this Section 6.3, compliance
shall be determined without regard to any grace period or requirement of notice
provided pursuant to the terms of this Indenture.

         SECTION 6.4.      FURTHER INSTRUMENTS AND ACTS.

         Upon request of the Trustee, the Company will execute and deliver such
further instruments and do such further acts as may be reasonably necessary or
proper to carry out more effectively the purposes of this Indenture.

         SECTION 6.5.      MAINTENANCE OF CORPORATE EXISTENCE.

         Subject to Article 7, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence.

         SECTION 6.6.      RULE 144A INFORMATION REQUIREMENT.

         Within the period prior to the expiration of the holding period
applicable to sales thereof under Rule 144(k) under the Securities Act (or any
successor provision), the Company covenants and agrees that it shall, during any
period in which it is not subject to Section 13 or 15(d) under the Exchange Act,
upon the request of any Holder or beneficial holder of the Securities make
available to such Holder or beneficial holder of Securities or any Common Stock
issued upon conversion thereof which continue to be Restricted Securities in
connection with any sale thereof and any prospective purchaser of Securities or
such Common Stock designated by such Holder or beneficial holder, the
information required pursuant to Rule 144A(d)(4) under the Securities Act and it
will take such further action as any Holder or beneficial holder of such
Securities or such Common Stock may reasonably request, all to the extent
required from

                                       35
<PAGE>

time to time to enable such Holder or beneficial holder to sell its Securities
or Common Stock without registration under the Securities Act within the
limitation of the exemption provided by Rule 144A, as such Rule may be amended
from time to time. Upon the request of any Holder or any beneficial holder of
the Securities or such Common Stock, the Company will deliver to such Holder a
written statement as to whether it has complied with such requirements.

         SECTION 6.7.      STAY, EXTENSION AND USURY LAWS.

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

         SECTION 6.8.      PAYMENT OF ADDITIONAL INTEREST.

         If Additional Interest is payable by the Company pursuant to the
Registration Rights Agreement, the Company shall deliver to the Trustee a
certificate to that effect stating (i) the amount of such Additional Interest
that is payable, (ii) the reason why such Additional Interest is payable and
(iii) the date on which such Additional Interest is payable. Unless and until a
Responsible Officer of the Trustee receives such a certificate, the Trustee may
assume without inquiry that no such Additional Interest is payable. If the
Company has paid Additional Interest directly to the Persons entitled to such
Additional Interest, the Company shall deliver to the Trustee a certificate
setting forth the particulars of such payment.

                                    ARTICLE 7

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

         SECTION 7.1.      COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

         The Company shall not consolidate with or merge into any other Person
(in a transaction in which the Company is not the surviving Person) or convey,
transfer or lease or otherwise dispose of its properties and assets
substantially as an entirety in one or more related transactions (a "Subject
Transaction"), to any Person, unless:

                                    (1)      in case the Company shall
                           consolidate with or merge into another Person (in a
                           transaction in which the Company is not the surviving
                           Person) or convey, transfer or lease or otherwise
                           dispose of its properties and assets substantially as
                           an entirety to any Person, the Person formed by such
                           consolidation or into which the Company is merged or
                           the Person which acquires, or which leases, the
                           properties and assets of the Company substantially as
                           an entirety shall be a corporation organized and
                           validly existing under the laws of the United States
                           of America, any State thereof or the District of
                           Columbia, Singapore or any other country (subject to
                           the conditions set forth in Section 7.3) and shall,
                           in any case,

                                       36
<PAGE>

                           expressly assume, by an indenture supplemental
                           hereto, executed and delivered to the Trustee, in
                           form satisfactory to the Trustee, the due and
                           punctual payment of the principal of and any premium
                           and interest (including Additional Interest, if any)
                           on all the Securities and the performance or
                           observance of every covenant of this Indenture on the
                           part of the Company to be performed or observed and
                           the conversion rights shall be provided for in
                           accordance with Article 4, by supplemental indenture
                           satisfactory in form to the Trustee, executed and
                           delivered to the Trustee, by the Person (if other
                           than the Company) formed by such consolidation or
                           into which the Company shall have been merged or by
                           the Person which shall have acquired the Company's
                           assets;

                                    (2)      immediately after giving effect to
                           such transaction, no Event of Default, and no event
                           which, after notice or lapse of time or both, would
                           become an Event of Default, shall have happened and
                           be continuing; and

                                    (3)      the Company has delivered to the
                           Trustee an Officers' Certificate and an Opinion of
                           Counsel, each stating that such consolidation,
                           merger, conveyance, transfer, lease or disposition
                           and, if a supplemental indenture is required in
                           connection with such transaction, such supplemental
                           indenture complies with this Article 7 and that all
                           conditions precedent herein provided for relating to
                           such transaction have been complied with.

         SECTION 7.2.      SUCCESSOR SUBSTITUTED.

         Upon any consolidation of the Company with, or merger of the Company
into, any other Person or any conveyance, transfer, lease or other disposition
of the properties and assets of the Company substantially as an entirety in
accordance with Section 7.1, the successor Person formed by such consolidation
or into which the Company is merged or to which such conveyance, transfer, lease
or other disposition is made shall succeed to, and be substituted for, and may
exercise every right and power of, the Company under this Indenture with the
same effect as if such successor Person had been named as the Company herein,
and thereafter, except in the case of a lease, the predecessor Person shall be
relieved of all obligations and covenants under this Indenture and the
Securities except with respect to any obligations that arise from, or are
related to, such transaction.

         SECTION 7.3.      ADDITIONAL CONDITIONS UPON REINCORPORATING, MERGING
                           OR CONSOLIDATING INTO ANOTHER COUNTRY

         If the surviving or resulting transferee, lessee or successor Person
(the "Successor Corporation") in a Subject Transaction is incorporated in a
country other than the United States (or any state thereof or the District of
Columbia) or Singapore, then the Company must satisfy the conditions specified
in paragraphs (A), (B) and (C) below as promptly as practicable, but no later
than 60 days following the date of such Subject Transaction:

                  (A)      the Company shall have delivered to the Trustee a
         written opinion, in form and substance satisfactory to the Trustee, of
         independent legal counsel of recognized standing, as to the continued
         validity, binding effect and enforceability of this Indenture and the
         Notes and to the further effect that such counsel is not aware of any
         pending change in, or amendment to, the laws (or any regulations
         promulgated thereunder) of any such country in which the proposed
         Successor Corporation is incorporated or maintains its principal place
         of business or principal executive office, or any taxing authority
         thereof or therein, affecting taxation, or any pending execution of or
         amendment to, or any pending change in application of or official
         position regarding, any

                                       37
<PAGE>

         treaty or treaties affecting taxation to which any such country is a
         party, which, in any such case, would require the Company to withhold
         for taxes or other governmental charges from amounts paid on the
         Securities, it being understood that such counsel may, in rendering
         such opinion, rely, to the extent appropriate, on opinions of
         independent local counsel of recognized standing and the Company may
         instead deliver two or more opinions of counsel which together cover
         all of the foregoing matters;

                  (B)      the Company shall have delivered to the Trustee a
         certificate, in form and substance satisfactory to the Trustee, signed
         by two executive officers of the Successor Corporation, as to the
         continued validity, binding effect and enforceability of this Indenture
         and the Securities; and

                  (C)      the Successor Corporation shall, promptly but no
         later than 60 days following the date of such transaction, consent to
         the jurisdiction of the Courts of the State of New York.

         In the event of any such Subject Transaction, the Company will
indemnify and hold harmless the Holder of each Security from and against any and
all present and future taxes, levies, imposts, charges and withholdings
(including, without limitation, estate, inheritance, capital gains and other
similar taxes), and any and all present and future registration, stamp, issue,
documentary or other similar taxes, duties, fees or charges, imposed, assessed,
levied or collected by or for the account of any jurisdiction or political
subdivision or taxing or other governmental agency or authority thereof or
therein on or in respect of the Securities, this Indenture or any other
agreement relating to calculations to be performed with respect to the
Securities or any amount paid or payable under any of the foregoing which, in
any such case, would not have been imposed had such Subject Transaction not
occurred.

                                    ARTICLE 8

                              DEFAULT AND REMEDIES

         SECTION 8.1.      EVENTS OF DEFAULT.

         "Events of Defaults" are:

                                    (1)      default for 30 days in the payment
                           when due of interest (including Additional Interest,
                           if any) on the Notes (whether or not prohibited by
                           the subordination provisions of this Indenture);

                                    (2)      default in payment when due of the
                           principal of, or premium, if any, on the Notes
                           (whether or not prohibited by the subordination
                           provisions of this Indenture);

                                    (3)      failure by the Company for 30 days
                           after notice from either the Trustee or the Holders
                           of at least 25% in principal amount of the then
                           outstanding Notes to comply with the provisions
                           described in Section 3.2 or 7.1;

                                    (4)      failure by the Company for 60 days
                           after notice from either the Trustee or the Holders
                           of at least 25% in principal amount of the then
                           outstanding Notes to comply with any of its other
                           agreements in this Indenture or the Notes;

                                       38
<PAGE>

                                    (5)      default under any mortgage,
                           indenture or instrument under which there may be
                           issued or by which there may be secured or evidenced
                           any Debt for money borrowed by the Company (or the
                           payment of which is guaranteed by the Company)
                           whether such Debt or guarantee now exists, or is
                           created after the date of this Indenture, which
                           default (a) is caused by a failure to pay principal
                           of or premium, if any, or interest (including
                           Additional Interest, if any) on such Debt prior to
                           the expiration of the grace period provided in such
                           Debt on the date of such default (a "Payment
                           Default") or (b) results in the acceleration of such
                           Debt prior to its express maturity and, in each case,
                           the principal amount of any such Debt, together with
                           the principal amount of any other such Debt the
                           maturity of which has been so accelerated, aggregates
                           $40.0 million or more;

                                    (6)      failure by the Company or any of
                           its Subsidiaries to pay final judgments aggregating
                           in excess of $40.0 million, which judgments are not
                           paid, discharged or stayed for a period of 60 days;
                           or

                                    (7)      the Company or any of its
                           Significant Subsidiaries:

                           (i)      commences a voluntary case under any
                  Bankruptcy Law,

                           (ii)     consents to the entry of an order for relief
                  against it in an involuntary case under any Bankruptcy Law,

                           (iii)    consents to the appointment of a custodian
                  of it or for all or substantially all of its property,

                           (iv)     makes a general assignment for the benefit
                  of its creditors,

                           (v)      generally is not paying its debts as they
                  become due; or

                                    (8)      a court of competent jurisdiction
                           enters an order or decree under any Bankruptcy Law
                           that:

                           (i)      is for relief against the Company or any of
                  its Significant Subsidiaries,

                           (ii)     appoints a custodian or judicial manager of
                  the Company or any of its Significant Subsidiaries or for all
                  or substantially all of the property of the Company or any of
                  its Significant Subsidiaries, or

                           (iii)    orders the liquidation or judicial
                  management of the Company or any of its Significant
                  Subsidiaries; and the order or decree remains unstayed and in
                  effect for 60 consecutive days.

         The term "Bankruptcy Law" means Title 11 of the United States Code (or
any successor thereto) or any similar federal or state law for the relief of
debtors. The term "Custodian" means any receiver, trustee, assignee, liquidator,
sequestrator or similar official under any Bankruptcy Law.

         The Trustee shall not be charged with knowledge of any Event of Default
unless written notice thereof shall have been given to a Responsible Officer at
the Corporate Trust Office of the Trustee by the Company, a Paying Agent, any
Holder or any agent of any Holder.

                                       39
<PAGE>

         SECTION 8.2.      ACCELERATION.

         If an Event of Default (other than an Event of Default specified in
clause (7) or (8) of Section 8.1) occurs and is continuing, the Trustee may, by
notice to the Company, or the Holders of at least 25% in aggregate principal
amount of the Securities then outstanding may, by notice to the Company and the
Trustee, declare all unpaid principal and interest (including Additional
Interest, if any) to the date of acceleration on the Securities then outstanding
(if not then due and payable) to be due and payable upon any such declaration,
and the same shall become and be immediately due and payable. If an Event of
Default specified in clause (7) or (8) of Section 8.1 occurs, all unpaid
principal and interest (including Additional Interest, if any) of the Securities
then outstanding shall ipso facto become and be immediately due and payable
without any declaration or other act on the part of the Trustee or any Holder.
The Holders of a majority in aggregate principal amount of the Securities then
outstanding by notice to the Trustee may rescind an acceleration and its
consequences if (a) all existing Events of Default, other than the nonpayment of
the principal and interest (including Additional Interest, if any) of the
Securities which has become due solely by such declaration of acceleration, have
been cured or waived; (b) to the extent the payment of such interest is lawful,
interest at a rate of 3% per annum on overdue installments of interest
(including Additional Interest, if any) and overdue principal, which has become
due otherwise than by such declaration of acceleration, has been paid; (c) the
rescission would not conflict with any judgment or decree of a court of
competent jurisdiction; and (d) all payments due to the Trustee and any
predecessor Trustee under Section 9.7 have been made. No such rescission shall
affect any subsequent default or impair any right consequent thereto.

         SECTION 8.3.      OTHER REMEDIES.

         If an Event of Default occurs and is continuing, the Trustee may, but
shall not be obligated to, pursue any available remedy by proceeding at law or
in equity to collect the payment of the principal of or interest (including
Additional Interest, if any) on the Securities or to enforce the performance of
any provision of the Securities or this Indenture.

         The Trustee may maintain a proceeding even if it does not possess any
of the Securities or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Securityholder in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. No remedy is
exclusive of any other remedy. All available remedies are cumulative to the
extent permitted by law.

         SECTION 8.4.      WAIVER OF DEFAULTS AND EVENTS OF DEFAULT.

         Subject to Sections 8.7 and 11.2, the Holders of a majority in
aggregate principal amount of the Securities then outstanding by notice to the
Trustee may waive an existing default or Event of Default and its consequence,
except a default or Event of Default in the payment of the principal of,
premium, if any, or interest (including Additional Interest, if any) on any
Security, a failure by the Company to convert any Securities into Common Stock
or any default or Event of Default in respect of any provision of this Indenture
or the Securities which, under Section 11.2, cannot be modified or amended
without the consent of the Holder of each Security affected. When a default or
Event of Default is waived, it is cured and ceases.

         SECTION 8.5.      CONTROL BY MAJORITY.

         The Holders of a majority in aggregate principal amount of the
Securities then outstanding may direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee or exercising any trust
or power conferred on it. However, the Trustee may refuse to follow any
direction

                                       40
<PAGE>

that conflicts with law or this Indenture, that the Trustee determines may be
unduly prejudicial to the rights of another Holder or the Trustee, or that may
involve the Trustee in personal liability.

         SECTION 8.6.      LIMITATIONS ON SUITS.

         A Holder may not pursue any remedy with respect to this Indenture or
the Securities (except actions for payment of overdue principal, premium, if
any, or interest (including Additional Interest, if any) for the conversion of
the Securities pursuant to Article 4) unless:

                                    (1)      the Holder gives to the Trustee
                           written notice of a continuing Event of Default;

                                    (2)      the Holders of at least 25% in
                           aggregate principal amount of the then outstanding
                           Securities make a written request to the Trustee to
                           pursue the remedy;

                                    (3)      such Holder or Holders offer to the
                           Trustee reasonable indemnity to the Trustee against
                           any loss, liability or expense;

                                    (4)      the Trustee does not comply with
                           the request within 60 days after receipt of the
                           request and the offer of indemnity; and

                                    (5)      no direction inconsistent with such
                           written request has been given to the Trustee during
                           such 60-day period by the Holders of a majority in
                           aggregate principal amount of the Securities then
                           outstanding.

         A Securityholder may not use this Indenture to prejudice the rights of
another Securityholder or to obtain a preference or priority over such other
Securityholder.

         SECTION 8.7.      RIGHTS OF HOLDERS TO RECEIVE PAYMENT AND TO CONVERT.

         Notwithstanding any other provision of this Indenture, the right of any
Holder of a Security to receive payment of the principal of and interest
(including Additional Interest, if any) on the Security, on or after the
respective due dates expressed in the Security and this Indenture, to convert
such Security in accordance with Article 4 and to bring suit for the enforcement
of any such payment on or after such respective dates or the right to convert,
is absolute and unconditional and shall not be impaired or affected without the
consent of the Holder.

         SECTION 8.8.      COLLECTION SUIT BY TRUSTEE.

         If an Event of Default in the payment of principal or interest
(including Additional Interest, if any) specified in clause (1) or (2) of
Section 8.1 occurs and is continuing, the Trustee may recover judgment in its
own name and as trustee of an express trust against the Company or another
obligor on the Securities for the whole amount of principal and accrued interest
(including Additional Interest, if any) remaining unpaid, together with, to the
extent that payment of such interest is lawful interest on overdue principal and
overdue installments of interest (including Additional Interest, if any) in each
case at a rate of 3% per annum and such further amount as shall be sufficient to
cover the costs and expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel.

                                       41
<PAGE>

         SECTION 8.9.      TRUSTEE MAY FILE PROOFS OF CLAIM.

         The Trustee may file such proofs of claim and other papers or documents
as may be necessary or advisable in order to have the claims of the Trustee
(including any claim for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel) and the Holders allowed in
any judicial proceedings relative to the Company (or any other obligor on the
Securities), its creditors or its property and shall be entitled and empowered
to collect and receive any money or other property payable or deliverable on any
such claims and to distribute the same, and any Custodian in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due to it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 9.7, and to the extent that such payment of the reasonable compensation,
expenses, disbursements and advances in any such proceedings shall be denied for
any reason, payment of the same shall be secured by a lien on, and shall be paid
out of, any and all distributions, dividends, money, securities and other
property which the Holders may be entitled to receive in such proceedings,
whether in liquidation, judicial management or under any plan of reorganization
or arrangement or otherwise. Nothing herein contained shall be deemed to
authorize the Trustee to authorize or consent to, or, on behalf of any Holder,
to authorize, accept or adopt any plan of reorganization, arrangement,
adjustment or composition affecting the Securities or the rights of any Holder
thereof, or to authorize the Trustee to vote in respect of the claim of any
Holder in any such proceeding.

         SECTION 8.10.     PRIORITIES.

         If the Trustee collects any money pursuant to this Article 8, it shall
pay out the money in the following order:

                  First, to the Trustee for amounts due under Section 9.7;

                  Second, to the holders of Senior Debt to the extent required
         by Article 5;

                  Third, to Holders for amounts due and unpaid on the Securities
         for principal and interest (including Additional Interest, if any)
         ratably, without preference or priority of any kind, according to the
         amounts due and payable on the Securities for principal and interest
         (including Additional Interest, if any) respectively; and

                  Fourth, the balance, if any, to the Company.

         The Trustee may fix a record date and payment date for any payment to
Holders pursuant to this Section 8.10.

         SECTION 8.11.     UNDERTAKING FOR COSTS.

         In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees and expenses, against any party litigant in the suit, having due
regard to the merits and good faith of the claims or defenses made by the party
litigant. This Section 8.11 does not apply to a suit made by the Trustee, a suit
by a Holder pursuant to Section 8.7, or a suit by Holders of more than 10% in
aggregate principal amount of the Securities then outstanding.

                                       42
<PAGE>

                                    ARTICLE 9

                                     TRUSTEE

         SECTION 9.1.      DUTIES OF TRUSTEE.

         (a)      If an Event of Default has occurred and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in its exercise, as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs.

         (b)      Except during the occurrence and continuance of an Event of
Default:

                  (i)      the duties of the Trustee shall be determined solely
         by the express provisions of this Indenture and the Trustee need
         perform only those duties that are specifically set forth in this
         Indenture and no others, and no implied covenants or obligations shall
         be read into this Indenture against the Trustee; and

                  (ii)     the absence of bad faith on its part, the Trustee may
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates (or
         similar documents) or opinions furnished to the Trustee and conforming
         to the requirements of this Indenture. However, the Trustee shall
         examine the certificates (or similar documents) and opinions to
         determine whether or not they conform to the requirements of this
         Indenture (but need not confirm or investigate the accuracy of
         mathematical calculations or other facts stated therein or otherwise
         verify the contents thereof).

         (c)      The Trustee may not be relieved from liabilities for its own
grossly negligent action, its own grossly negligent failure to act, or its own
willful misconduct, except that:

                  (i)      this paragraph does not limit the effect of paragraph
         (b) of this Section 9.1;

                  (ii)     the Trustee shall not be liable for any error of
         judgment made in good faith by a Responsible Officer, unless it is
         proved that the Trustee was grossly negligent in ascertaining the
         pertinent facts; and

                  (iii)    the Trustee shall not be liable with respect to any
         action it takes or omits to take in good faith in accordance with a
         direction received by it pursuant to Section 8.5 hereof.

         (d)      Whether or not therein expressly so provided, every provision
of this Indenture that in any way relates to the Trustee, the Paying Agent,
Registrar or Note Custodian is subject to this Section 9.1.

         (e)      No provision of this Indenture shall require the Trustee to
expend or risk its own funds or incur any financial liability. The Trustee shall
be under no obligation to exercise any of its rights and powers under this
Indenture at the request of any Holders, unless such Holder shall have offered
to the Trustee security and indemnity satisfactory to it against any loss,
liability or expense including reasonable attorneys' fees that might be incurred
by it in compliance with such request or direction.

                                       43
<PAGE>

         (f)      The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree in writing with the Company.
Money held in trust by the Trustee need not be segregated from other funds
except to the extent required by law.

         SECTION 9.2.      RIGHTS OF TRUSTEE.

         (a)      The Trustee may conclusively rely upon any document believed
by it to be genuine and to have been signed or presented by the proper Person.
The Trustee need not investigate any fact or matter stated in any such document.
The Trustee shall receive and retain financial reports and statements of the
Company as provided herein, but it shall have no duty to review or analyze such
reports or statements to determine compliance with covenants or other
obligations of the Company.

         (b)      Before the Trustee acts or refrains from acting, it may
require an Officers' Certificate or an Opinion of Counsel or both. The Trustee
shall not be liable for any action it takes or omits to take in good faith in
reliance on such Officers' Certificate or Opinion of Counsel. The Trustee may
consult with counsel of its selection and the advice of such counsel or any
opinion of counsel shall be full and complete authorization and protection from
liability in respect of any action taken, suffered or omitted by it hereunder in
good faith and in reliance thereon.

         (c)      The Trustee may act through its attorneys and agents and shall
not be responsible for the misconduct or negligence of any such attorney or
agent appointed with due care.

         (d)      The Trustee shall not be liable for any action it takes or
omits to take in good faith that it believes to be authorized or within the
rights or powers conferred upon it by this Indenture.

         (e)      Unless otherwise specifically provided in this Indenture, any
demand, request, direction or notice from the Company shall be sufficient if
signed by an Officer of the Company.

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

         (g)      Prior to the occurrence of an Event of Default hereunder and
after the curing of all Events of Default which may have occurred, the Trustee
shall not be bound to make any investigation into the facts or matters stated in
any resolution, certificate, statement, instrument, opinion, report, notice,
request, order, approval, bond or other paper or document unless requested in
writing to do so by the Holders representing more than 25% in aggregate
principal amount of Securities then outstanding, but the Trustee, in its
discretion, may make such further inquiry or investigation into such facts or
matters it may see fit; provided, however, that if the payment within a
reasonable time to the Trustee of the costs, expenses or liabilities likely to
be incurred by it in the making of such investigation is, in the opinion of the
Trustee, not reasonably assured to the Trustee by the security afforded to it by
the terms of this Indenture, the Trustee may require indemnity reasonably
satisfactory to it against such cost, expense or liability as a condition to so
proceeding.

         (h)      The permissive rights of the Trustee to do things enumerated
in this Indenture should not be construed as a duty unless so specified herein.

                                       44
<PAGE>

         SECTION 9.3.      INDIVIDUAL RIGHTS OF TRUSTEE.

         The Trustee in its individual or any other capacity may become the
owner or pledgee of Securities and may otherwise deal with the Company or any
Affiliate of the Company with the same rights it would have if it were not
Trustee. However, in the event that the Trustee acquires any conflicting
interest it must eliminate such conflict within 90 days, apply to the Commission
for permission to continue as trustee or resign. Any Agent may do the same with
like rights and duties. The Trustee is also subject to Sections 9.10 and 9.11
hereof.

         SECTION 9.4.      TRUSTEE'S DISCLAIMER.

         The Trustee shall not be responsible for and makes no representation as
to the validity or adequacy or priority of this Indenture or the Securities, it
shall not be accountable for the Company's use of the proceeds from the
Securities or any money paid to the Company or upon the Company's direction
under any provision of this Indenture, it shall not be responsible for the use
or application of any money received by any Paying Agent other than the Trustee,
and it shall not be responsible for any statement or recital herein or any
statement in the Securities or any other document in connection with the sale of
the Securities or pursuant to this Indenture other than its certificate of
authentication.

         SECTION 9.5.      NOTICE OF DEFAULTS.

         (a)      The Trustee shall not be deemed to have notice of any Default
or Event of Default unless a Responsible Officer of the Trustee has actual
knowledge thereof or unless written notice of any event which is in fact such a
default is received by the Trustee at the Corporate Trust Office of the Trustee,
and such notice references the Securities and this Indenture.

         (b)      If a Default or Event of Default occurs and is continuing and
if it is known to the Trustee in accordance with the provisions of paragraph (a)
of this Section 9.5, the Trustee shall mail to Holders a notice of the Default
or Event of Default within 90 days after it occurs. Except in the case of a
Default or Event of Default in payment of principal of, premium, if any, or
interest (including Additional Interest, if any) on any Note, the Trustee may
withhold the notice if and so long as a committee of its Responsible Officers in
good faith determines that withholding the notice is in the interests of the
Holders of the Securities.

         SECTION 9.6.      REPORTS BY TRUSTEE TO HOLDERS OF THE NOTES.

         Within 60 days after each August 1 beginning with the August 1
following the date of this Indenture, and for so long as Securities remain
outstanding, the Trustee shall mail to the Holders of the Securities a brief
report dated as of such reporting date that complies with TIA Section 313(a)
(but if no event described in TIA Section 313(a) has occurred within the twelve
months preceding the reporting date, no report need be transmitted). The Trustee
also shall comply with TIA Section 313(b)(2) to the extent applicable. The
Trustee shall also transmit by mail all reports as required by TIA Section
313(c).

         A copy of each report at the time of its mailing to the Holders shall
be mailed to the Company and filed with the Commission and each stock exchange
on which the Securities are listed in accordance with TIA Section 313(d). The
Company shall promptly notify the Trustee when the Securities are listed on any
stock exchange.

                                       45
<PAGE>

         SECTION 9.7.      COMPENSATION AND INDEMNITY.

         The Company shall pay to the Trustee from time to time such
compensation for its acceptance of this Indenture and services hereunder as the
parties shall agree from time to time. The Trustee's compensation shall not be
limited by any law on compensation of a trustee of an express trust. The Company
shall reimburse the Trustee promptly upon request for all reasonable
disbursements, advances and expenses incurred or made by it in addition to the
compensation for its services. Such expenses shall include the reasonable
compensation, disbursements and expenses of the Trustee's agents and counsel.

         The Company shall indemnify the Trustee and hold it harmless against
any and all losses, liabilities or expenses incurred by it arising out of or in
connection with the acceptance or administration of its duties under this
Indenture, including the costs and expenses of enforcing this Indenture against
the company (including this Section 9.7) and defending itself against any claim
(whether asserted by the Company or any Holder or any other person) or liability
in connection with the exercise or performance of any of its powers or duties
hereunder, except to the extent any such loss, liability or expense may be
attributable to its gross negligence or bad faith. The Trustee shall notify the
Company promptly of any claim for which it may seek indemnity. Failure by the
Trustee to so notify the Company shall not relieve the Company of its
obligations hereunder. The Company shall defend the claim and the Trustee shall
cooperate in the defense. The Trustee may have separate counsel and the Company
shall pay the reasonable fees and expenses of such counsel. The Company need not
pay for any settlement, made without its consent, which consent shall not be
unreasonably withheld or delayed.

         The obligations of the Company under this Section 9.7 shall survive the
satisfaction and discharge of this Indenture or the resignation or removal of
the Trustee.

         To secure the Company's payment obligations in this Section, the
Trustee shall have a Lien prior to the Securities on all money or property held
or collected by the Trustee, except that held in trust to pay principal and
interest (including Additional Interest, if any) on particular Securities. Such
Lien shall survive the satisfaction and discharge of this Indenture.

         When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 8.1(7) or (8) hereof occurs, the expenses and the
compensation for the services (including the fees and expenses of its agents and
counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.

         The Trustee shall comply with the provisions of TIA Section 313(b)(2)
to the extent applicable.

         SECTION 9.8.      REPLACEMENT OF TRUSTEE.

         A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee's acceptance of
appointment as provided in this Section 9.8.

         The Trustee may resign in writing at any time and be discharged from
the trust hereby created by so notifying the Company. The Holders of a majority
in principal amount of the then outstanding Securities may remove the Trustee by
so notifying the Trustee and the Company in writing. The Company may remove the
Trustee if:

                  (a)      the Trustee fails to comply with Section 9.10 hereof;

                  (b)      the Trustee is adjudged a bankrupt or an insolvent or
         an order for relief is entered with respect to the Trustee under any
         Bankruptcy Law;

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<PAGE>

                  (c)      a custodian or public officer takes charge of the
         Trustee or its property; or

                  (d)      the Trustee becomes incapable of acting.

         If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason (the Trustee in such event being referred to
herein as the retiring Trustee), the Company shall promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders
of a majority in principal amount of the then outstanding Securities may appoint
a successor Trustee to replace the successor Trustee appointed by the Company.

         If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company, or
the Holders of at least 10% in principal amount of the then outstanding
Securities may petition any court of competent jurisdiction for the appointment
of a successor Trustee.

         If the Trustee, after written request by any Holder of a Note who has
been a Holder of a Note for at least six months, fails to comply with Section
9.10 hereof, such Holder of a Note may petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee.

         A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Holders of the Securities. The retiring Trustee shall promptly
transfer all property held by it as Trustee to the successor Trustee, provided
all sums owing to the Trustee hereunder have been paid and subject to the Lien
provided for in Section 9.7 hereof. Notwithstanding replacement of the Trustee
pursuant to this Section 9.8, the Company's obligations under Section 9.7 hereof
shall continue for the benefit of the retiring Trustee.

         SECTION 9.9.      SUCCESSOR TRUSTEE BY MERGER, ETC.

         If the Trustee consolidates, merges or converts into, or transfers by
sale or otherwise all or substantially all of its corporate trust business to
(including the administration of this Indenture), another corporation, the
successor corporation without any further act shall be the successor Trustee.

         SECTION 9.10.     ELIGIBILITY; DISQUALIFICATION.

         There shall at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
trustee power, that is subject to supervision or examination by federal or state
authorities and that has (or in the case of a subsidiary of a bank holding
company, its parent shall have) a combined capital and surplus of at least
$100.0 million as set forth in its most recent published annual report of
condition.

         This Indenture shall always have a Trustee who satisfies the
requirements of TIA Sections 310(a)(1), (2) and (5). The Trustee is subject to
TIA Section 310(b).

         SECTION 9.11.     PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

         The Trustee is subject to TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated therein.

                                       47
<PAGE>

                                   ARTICLE 10

                     SATISFACTION AND DISCHARGE OF INDENTURE

         SECTION 10.1.     SATISFACTION AND DISCHARGE OF INDENTURE.

         This Indenture shall cease to be of further effect (except as to any
surviving rights of conversion, registration of transfer or exchange of
Securities herein expressly provided for and except as further provided below),
and the Trustee, on demand of and at the expense of the Company, shall execute
proper instruments acknowledging satisfaction and discharge of this Indenture,
when

                                    (1)      either

                           (A)      all Securities theretofore authenticated and
                  delivered (other than (i) Securities which have been
                  destroyed, lost or stolen and which have been replaced or paid
                  as provided in Section 2.7 and (ii) Securities for whose
                  payment money has theretofore been deposited in trust and
                  thereafter repaid to the Company as provided in Section 10.3)
                  have been delivered to the Trustee for cancellation; or

                           (B)      all such Securities not theretofore
                  delivered to the Trustee for cancellation

                           (i)      have become due and payable, or

                           (ii)     will become due and payable at the Final
                  Maturity Date within one year,

         and the Company has irrevocably deposited or caused to be irrevocably
         deposited cash with the Trustee or a Paying Agent (other than the
         Company or any of its Affiliates) as trust funds in trust for the
         purpose of and in an amount sufficient to pay and discharge the entire
         indebtedness on such Securities not theretofore delivered to the
         Trustee for cancellation, for principal and interest (including
         Additional Interest, if any) to the date of such deposit (in the case
         of Securities which have become due and payable) or the Final Maturity
         Date;

                                    (2)      the Company has paid or caused to
                           be paid all other sums payable hereunder by the
                           Company; and

                                    (3)      the Company has delivered to the
                           Trustee an Officers' Certificate and an Opinion of
                           Counsel, each stating that all conditions precedent
                           herein relating to the satisfaction and discharge of
                           this Indenture have been complied with.

         Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 9.7 shall survive and,
if money shall have been deposited with the Trustee pursuant to subclause (B) of
clause (1) of this Section, the provisions of Sections 2.3, 2.4, 2.5, 2.6, 2.7,
2.12, 3.2, 12.8, 12.15 and 12.16, Article 4, the last paragraph of Section 6.2
and this Article 10, shall survive until the Securities have been paid in full.

         SECTION 10.2.     APPLICATION OF TRUST MONEY.

         Subject to the provisions of Section 10.3, the Trustee or a Paying
Agent shall hold in trust, for the benefit of the Holders, all money deposited
with it pursuant to Section 10.1 and shall apply the deposited

                                       48
<PAGE>

money in accordance with this Indenture and the Securities to the payment of the
principal of and interest (including Additional Interest, if any) on the
Securities. Money so held in trust shall not be subject to the subordination
provisions of Article 5.

         SECTION 10.3.     REPAYMENT TO COMPANY.

         The Trustee and each Paying Agent shall promptly pay to the Company
upon request any excess money (i) deposited with them pursuant to Section 10.1
and (ii) held by them at any time.

         The Trustee and each Paying Agent shall pay to the Company upon request
any money held by them for the payment of principal or interest (including
Additional Interest, if any) that remains unclaimed for two years after a right
to such money has matured; provided, however, that the Trustee or such Paying
Agent, before being required to make any such payment, may at the expense of the
Company cause to be mailed to each Holder entitled to such money notice that
such money remains unclaimed and that after a date specified therein, which
shall be at least 30 days from the date of such mailing, any unclaimed balance
of such money then remaining will be repaid to the Company. After payment to the
Company, Holders entitled to money must look to the Company for payment as
general creditors unless an applicable abandoned property law designates another
person.

         SECTION 10.4.     REINSTATEMENT.

         If the Trustee or any Paying Agent is unable to apply any money in
accordance with Section 10.2 by reason of any legal proceeding or by reason of
any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, then the Company's
obligations under this Indenture and the Securities shall be revived and
reinstated as though no deposit had occurred pursuant to Section 10.1 until such
time as the Trustee or such Paying Agent is permitted to apply all such money in
accordance with Section 10.2; provided, however, that if the Company has made
any payment of the principal of or interest (including Additional Interest, if
any) on any Securities because of the reinstatement of its obligations, the
Company shall be subrogated to the rights of the Holders of such Securities to
receive any such payment from the money held by the Trustee or such Paying
Agent.

                                   ARTICLE 11

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

         SECTION 11.1.     WITHOUT CONSENT OF HOLDERS.

         The Company and the Trustee may amend or supplement this Indenture or
the Securities without notice to or consent of any Securityholder:

                  (a)      to comply with Sections 4.10 and 7.1;

                  (b)      to cure any ambiguity, defect or inconsistency;

                  (c)      to make any other change that does not adversely
         affect the rights of any Securityholder;

                  (d)      to comply with the provisions of the TIA;

                                       49
<PAGE>

                  (e)      to add to the covenants of the Company for the equal
         and ratable benefit of the Securityholders or to surrender any right,
         power or option conferred upon the Company;

                  (f)      to appoint a successor Trustee; or

                  (g)      to make all payments of principal and interest
         (including Additional Interest, if any) through its branch office in
         any foreign country instead of its Bermuda foreign branch office;
         provided that such change shall not have an adverse effect on the
         Holders; and provided, further, that Section 12.15 shall be amended
         accordingly.

         SECTION 11.2.     WITH CONSENT OF HOLDERS.

         The Company and the Trustee may amend or supplement this Indenture or
the Securities with the written consent of the Holders of at least a majority in
aggregate principal amount of the Securities then outstanding. The Holders of at
least a majority in aggregate principal amount of the Securities then
outstanding may waive compliance in a particular instance by the Company with
any provision of this Indenture or the Securities without notice to any
Securityholder. However, notwithstanding the foregoing but subject to Section
11.4, without the written consent of each Securityholder affected, an amendment,
supplement or waiver, including a waiver pursuant to Section 8.4, may not:

                  (a)      change the stated maturity of the principal of any
         Security;

                  (b)      reduce the principal amount of, or any premium or
         interest (including Additional Interest, if any) on, any Security;

                  (c)      reduce the amount of principal payable upon
         acceleration of the maturity of any Security;

                  (d)      change the place or currency of payment of principal
         of, or any premium or interest (including Additional Interest, if any)
         on, any Security;

                  (e)      impair the right to institute suit for the
         enforcement of any payment on, or with respect to, any Security;

                  (f)      modify the provisions with respect to the purchase
         right of Holders pursuant to Article 3 upon a Change of Control in a
         manner adverse to Holders;

                  (g)      modify the subordination provisions of Article 5 in
         a manner materially adverse to the Holders of Securities;

                  (h)      adversely affect the right of Holders to convert
         Securities other than as provided in or under Article 4 of this
         Indenture;

                  (i)      reduce the percentage of the aggregate principal
         amount of the outstanding Securities whose Holders must consent to a
         modification or amendment;

                  (j)      reduce the percentage of the aggregate principal
         amount of the outstanding Securities necessary for the waiver of
         compliance with certain provisions of this Indenture or the waiver of
         certain defaults under this Indenture; and

                                       50
<PAGE>

                  (k)      modify any of the provisions of this Section or
         Section 8.4, except to increase any such percentage or to provide that
         certain provisions of this Indenture cannot be modified or waived
         without the consent of the Holder of each outstanding Security affected
         thereby.

         It shall not be necessary for the consent of the Holders under this
Section 11.2 to approve the particular form of any proposed amendment,
supplement or waiver, but it shall be sufficient if such consent approves the
substance thereof.

         After an amendment, supplement or waiver under this Section 11.2
becomes effective, the Company shall mail to the Holders affected thereby a
notice briefly describing the amendment, supplement or waiver. Any failure of
the Company to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such amendment, supplement or
waiver. An amendment or supplement under this Section 11.2 or under Section 11.1
may not make any change that adversely affects the rights under Article 5 of any
holder of an issue of Senior Debt unless the holders of that issue, pursuant to
its terms, consent to the change.

         SECTION 11.3.     COMPLIANCE WITH TRUST INDENTURE ACT.

         Every amendment to or supplement of this Indenture or the Securities
shall comply with the TIA as in effect at the date of such amendment or
supplement.

         SECTION 11.4.     REVOCATION AND EFFECT OF CONSENTS.

         Until an amendment, supplement or waiver becomes effective, a consent
to it by a Holder is a continuing consent by the Holder and every subsequent
Holder of a Security or portion of a Security that evidences the same debt as
the consenting Holder's Security, even if notation of the consent is not made on
any Security. However, any such Holder or subsequent Holder may revoke the
consent as to its Security or portion of a Security if the Trustee receives the
notice of revocation before the date the amendment, supplement or waiver becomes
effective.

         After an amendment, supplement or waiver becomes effective, it shall
bind every Securityholder, unless it makes a change described in any of clauses
(a) through (k) of Section 11.2. In that case the amendment, supplement or
waiver shall bind each Holder of a Security who has consented to it and every
subsequent Holder of a Security or portion of a Security that evidences the same
debt as the consenting Holder's Security.

         SECTION 11.5.     NOTATION ON OR EXCHANGE OF SECURITIES.

         If an amendment, supplement or waiver changes the terms of a Security,
the Trustee may require the Holder of the Security to deliver it to the Trustee.
The Trustee may place an appropriate notation on the Security about the changed
terms and return it to the Holder. Alternatively, if the Company or the Trustee
so determines, the Company in exchange for the Security shall issue and the
Trustee shall authenticate a new Security that reflects the changed terms.

         SECTION 11.6.     TRUSTEE TO SIGN AMENDMENTS, ETC.

         The Trustee shall sign any amendment or supplemental indenture
authorized pursuant to this Article 11 if the amendment or supplemental
indenture does not adversely affect the rights, duties, liabilities or
immunities of the Trustee. If it does, the Trustee may, in its sole discretion,
but need not sign it. In signing or refusing to sign such amendment or
supplemental indenture, the Trustee shall be entitled to receive and, subject to
Section 9.1, shall be fully protected in relying upon, an Opinion of Counsel

                                       51
<PAGE>

stating that such amendment or supplemental indenture is authorized or permitted
by this Indenture. The Company may not sign an amendment or supplement indenture
until the Board of Directors approves it.

         SECTION 11.7.     EFFECT OF SUPPLEMENTAL INDENTURES.

         Upon the execution of any supplemental indenture under this Article,
this Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.

                                   ARTICLE 12

                                  MISCELLANEOUS

         SECTION 12.1.     TRUST INDENTURE ACT CONTROLS.

         If any provision of this Indenture limits, qualifies or conflicts with
the duties imposed by any of Sections 310 to 317, inclusive, of the TIA through
operation of Section 318(c) thereof, such imposed duties shall control.

         SECTION 12.2.     NOTICES.

         Any demand, authorization notice, request, consent or communication
shall be given in writing and delivered in person or mailed by first-class mail,
postage prepaid, addressed as follows or transmitted by facsimile transmission
(confirmed by delivery in person or mail by first-class mail, postage prepaid,
or by guaranteed overnight courier) to the following facsimile numbers:

                  If to the Company, to:

                  Flextronics International Ltd.
                  2090 Fortune Drive
                  San Jose, CA  95131
                  Attention: Investors Relations
                  Telephone: (408) 428-1300

                  with a copy to:

                  Fenwick & West LLP
                  801 California Street
                  Mountain View, CA  04041
                  Attention: David K. Michaels, Esq.
                  Telephone: (415) 875-2455

                                       52
<PAGE>

                  if to the Trustee, to:

                  J.P. Morgan Trust Company,
                       National Association
                  560 Mission Street, 13th Floor
                  San Francisco, CA
                  Attention: James Nagy
                  Telephone: (415) 315-7533

                  with a copy to:

                  Nixon Peabody LLP
                  Two Embarcadero Center
                  Suite 2700
                  San Francisco, CA  94111-3996
                  Attention: Varya Simpson
                  Telephone: (415) 984-8200

         Such notices or communications shall be effective when received.

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

         Any notice or communication mailed to a Securityholder shall be mailed
by first-class mail or delivered by an overnight delivery service to it at its
address shown on the register kept by the Primary Registrar.

         Failure to mail a notice or communication to a Securityholder or any
defect in it shall not affect its sufficiency with respect to other
Securityholders. If a notice or communication to a Securityholder is mailed in
the manner provided above, it is duly given, whether or not the addressee
receives it.

         SECTION 12.3.     COMMUNICATIONS BY HOLDERS WITH OTHER HOLDERS.

         Securityholders may communicate pursuant to TIA Section 312(b) with
other Securityholders with respect to their rights under this Indenture or the
Securities. The Company, the Trustee, the Registrar and any other person shall
have the protection of TIA Section 312(c).

         SECTION 12.4.     CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

         (a)      Upon any request or application by the Company to the Trustee
to take any action under this Indenture, the Company shall furnish to the
Trustee at the request of the Trustee:

                                    (1)      an Officers' Certificate stating
                           that, in the opinion of the signers, all conditions
                           precedent (including any covenants, compliance with
                           which constitutes a condition precedent), if any,
                           provided for in this Indenture relating to the
                           proposed action have been complied with; and

                                    (2)      an Opinion of Counsel stating that,
                           in the opinion of such counsel, all such conditions
                           precedent (including any covenants, compliance with
                           which constitutes a condition precedent) have been
                           complied with.

                                       53
<PAGE>

         (b)      Each Officers' Certificate and Opinion of Counsel with respect
to compliance with a condition or covenant provided for in this Indenture shall
include:

                                    (1)      a statement that the person making
                           such certificate or opinion has read such covenant or
                           condition;

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

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

                                    (4)      a statement as to whether or not,
                           in the opinion of such person, such condition or
                           covenant has been complied with;

provided however, that with respect to matters of fact an Opinion of Counsel may
rely on an Officers' Certificate or certificates of public officials.

         SECTION 12.5.     RECORD DATE FOR VOTE OR CONSENT OF SECURITYHOLDERS.

         The Company (or, in the event deposits have been made pursuant to
Section 10.1, the Trustee) may set a record date for purposes of determining the
identity of Holders entitled to vote or consent to any action by vote or consent
authorized or permitted under this Indenture, which record date shall not be
more than thirty (30) days prior to the date of the commencement of solicitation
of such action. Notwithstanding the provisions of Section 11.4, if a record date
is fixed, those persons who were Holders of Securities at the close of business
on such record date (or their duly designated proxies), and only those persons,
shall be entitled to take such action by vote or consent or to revoke any vote
or consent previously given, whether or not such persons continue to be Holders
after such record date.

         SECTION 12.6.     RULES BY TRUSTEE, PAYING AGENT, REGISTRAR AND
                           CONVERSION AGENT.

         The Trustee may make reasonable rules (not inconsistent with the terms
of this Indenture) for action by or at a meeting of Holders. Any Registrar,
Paying Agent or Conversion Agent may make reasonable rules for its functions.

         SECTION 12.7.     LEGAL HOLIDAYS.

         A "Legal Holiday" is a Saturday, Sunday or a day on which state or
federally chartered banking institutions in New York, New York and the state in
which the Corporate Trust Office is located are not required to be open. If a
payment date is a Legal Holiday, payment shall be made on the next succeeding
day that is not a Legal Holiday, and no interest (including Additional Interest,
if any) shall accrue for the intervening period. If a Regular Record Date is a
Legal Holiday, the record date shall not be affected.

         SECTION 12.8.     GOVERNING LAW.

         This Indenture and the Securities shall be governed by, and construed
in accordance with, the laws of the State of New York, without regard to
principles of conflicts of laws.

                                       54
<PAGE>

         SECTION 12.9.     NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

         This Indenture may not be used to interpret another indenture, loan or
debt agreement of the Company or a Subsidiary of the Company. Any such
indenture, loan or debt agreement may not be used to interpret this Indenture.

         SECTION 12.10.    NO RECOURSE AGAINST OTHERS.

         All liability described in paragraph 15 of the Securities of any
director, officer, employee or stockholder, as such, of the Company is waived
and released.

         SECTION 12.11.    SUCCESSORS.

         All agreements of the Company in this Indenture and the Securities
shall bind its successor. All agreements of the Trustee in this Indenture shall
bind its successor.

         SECTION 12.12.    MULTIPLE COUNTERPARTS.

         The parties may sign multiple counterparts of this Indenture. Each
signed counterpart shall be deemed an original, but all of them together
represent the same agreement.

         SECTION 12.13.    SEPARABILITY.

         In case any provisions in this Indenture or in the Securities 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 12.14.    TABLE OF CONTENTS, HEADINGS, ETC.

         The table of contents, cross-reference sheet and headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part hereof, and shall in no way
modify or restrict any of the terms or provisions hereof.

         SECTION 12.15.    BERMUDA BRANCH; FULL RECOURSE OBLIGATIONS.

         Notwithstanding anything to the contrary contained herein, all payments
of principal and interest (including Additional Interest, if any, and Cash
Settlement of Conversion Obligations as necessary to ensure no withholding on
such payments) by the Company with respect to the Securities will be made by the
Company through its Bermuda branch office; provided, however, that
notwithstanding the foregoing, the Company acknowledges that its Obligations
hereunder are full recourse to the Company and are in no manner limited to any
extent to any branch thereof and shall in no manner impair the Trustee's ability
to collect any Obligation from the Company.

         SECTION 12.16.    CONSENT TO JURISDICTION AND SERVICE.

         To the fullest extent permitted by applicable law, the Company hereby
irrevocably submits to the jurisdiction of any Federal or State court located in
the Borough of Manhattan in The City of New York, New York in any suit, action
or proceeding based on or arising out of or relating to this Indenture or any
Notes, and irrevocably agree that all claims in respect of such suit or
proceeding may be determined in any such court. The Company irrevocably waives,
to the fullest extent permitted by laws, any objection which they may have to
the laying of the venue of any such suit, action or proceeding brought in such a
court and any claim that any suit, action or proceeding brought in such a court
has been brought in an

                                       55
<PAGE>

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

                            [SIGNATURE PAGE FOLLOWS]

                                       56
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have hereunto set their hands as
of the date and year first above written.

                                 FLEXTRONICS INTERNATIONAL LTD.

                                 By: /s/ Bernard Liew Jin Yang
                                     ___________________________________________
                                     Name:   Bernard Liew Jin Yang
                                     Title:  Company Secretary

                                 J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION

                                 By: /s/ James Nagy
                                     ___________________________________________
                                     Name:   James Nagy
                                     Title:  Assistant Vice President

                          (Signature Page to Indenture)

                                       S-1
<PAGE>

                                   SCHEDULE A

CREDIT SUISSE FIRST BOSTON LLC
BANC OF AMERICA SECURITIES LLC
DEUTSCHE BANK SECURITIES INC.
LEHMAN BROTHERS INC.
GOLDMAN, SACHS & CO.
CITIGROUP GLOBAL MARKETS INC.
BEAR, STEARNS & CO. INC.
ABN AMRO ROTHSCHILD LLC
FLEET SECURITIES, INC.
BNP PARIBAS SECURITIES CORP.
RBC DOMINION SECURITIES CORPORATION
SCOTIA CAPITAL (USA) INC.

                                       A-1
<PAGE>

                                    EXHIBIT A
                           [FORM OF FACE OF SECURITY]

         [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS SECURITY IS A
GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND
IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY IS
EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY.](1)

         [THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF
1933 (THE "SECURITIES ACT"), AND THIS SECURITY AND THE SHARES OF COMMON STOCK
ISSUABLE UPON CONVERSION THEREOF MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF
THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5
OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

         THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT
(A) THIS SECURITY AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION
THEREOF MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN
THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED
STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE
SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (IV) PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF

------------------
(1)      These paragraphs should be included only if the Security is a Global
         Security.

                                       A-1
<PAGE>

CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER
IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE
RESTRICTIONS REFERRED TO IN (A) ABOVE. IN ANY CASE THE HOLDER HEREOF WILL NOT,
DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTION WITH REGARD TO THE
SECURITIES EXCEPT AS PERMITTED BY THE SECURITIES ACT.]

         [THE HOLDER OF THIS SECURITY IS ENTITLED TO THE BENEFITS OF A
REGISTRATION RIGHTS AGREEMENT (AS SUCH TERM IS DEFINED IN THE INDENTURE REFERRED
TO ON THE REVERSE HEREOF) AND, BY ITS ACCEPTANCE HEREOF, AGREES TO BE BOUND BY
AND TO COMPLY WITH THE PROVISIONS OF SUCH REGISTRATION RIGHTS AGREEMENT.](2)

------------------
(2)      These paragraphs should be included only if the Security is a
         Registered Security.

                                       A-2
<PAGE>

         FLEXTRONICS INTERNATIONAL LTD.

CUSIP:  33938E AK 3                                                      $______

              1% CONVERTIBLE SUBORDINATED NOTES DUE AUGUST 1, 2010

         Flextronics International Ltd., a Singapore corporation (the "Company",
which term shall include any successor corporation under the Indenture referred
to on the reverse hereof), promises to pay to___________ _________________, or
registered assigns, the principal sum of _____________________________ Dollars
($__________) on August 1, 2010 [or such greater or lesser amount as is
indicated on the Schedule of Exchanges of Notes on the other side of this
Note.](3)

         Interest Payment Dates:  August 1 and February 1

         Regular Record Dates:  July 15 and January 15

         This Note is convertible as specified on the other side of this Note.
Additional provisions of this Note are set forth on the other side of this Note.

                             SIGNATURE PAGE FOLLOWS

------------------
(3)      This phase should be included only if the Security is a Global
         Security.

                                       A-3
<PAGE>

         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

                                             FLEXTRONICS INTERNATIONAL LTD.

                                             By: _______________________________
                                                 Name:
                                                 Title:

Dated:

Trustee's Certificate of Authentication:  This is one of the
Securities referred to in the within-mentioned Indenture.

J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee

________________________________________________
Authorized Signatory

By:

                                       A-4
<PAGE>

                       [FORM OF REVERSE SIDE OF SECURITY]

                         FLEXTRONICS INTERNATIONAL LTD.
              1% CONVERTIBLE SUBORDINATED NOTES DUE AUGUST 1, 2010

         1.       INTEREST

         Flextronics International Ltd., a Singapore corporation (the "Company",
which term shall include any successor corporation under the Indenture
hereinafter referred to), promises to pay interest on the principal amount of
this Note at the rate of 1% per annum. The Company shall pay interest
semiannually on August 1 and February 1 of each year, commencing February 1,
2004. Interest on the Notes shall accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from August 5, 2003;
provided, however, that if there is not an existing default in the payment of
interest and if this Note is authenticated between a record date referred to on
the face hereof and the next succeeding interest payment date, interest shall
accrue from such interest payment date. Interest will be computed on the basis
of a 360-day year of twelve 30-day months. Any reference herein to interest
accrued or payable as of any date shall include any Additional Interest accrued
or payable on such date as provided in the Registration Rights Agreement.

         2.       METHOD OF PAYMENT

         The Company shall pay interest (and Additional Interest, if any,) on
this Note to the person who is the Holder of this Note at the close of business
on July 15 or January 15, as the case may be, preceding the related interest
payment date. The Holder must surrender this Note to a Paying Agent to collect
payment of principal. The Company will pay principal and interest (and
Additional Interest, if any), in money of the United States that at the time of
payment is legal tender for payment of public and private debts. The Company
may, however, pay principal and interest (and Additional Interest, if any), in
respect of any Certificated Security by check or wire payable in such money;
provided, however, that a Holder with an aggregate principal amount in excess of
$2,000,000 will be paid by wire transfer in immediately available funds at the
election of such Holder if such Holder has provided wire transfer instructions
to the Company. The Company may mail an interest check, if any, to the Holder's
registered address. Notwithstanding the foregoing, so long as this Note is
registered in the name of a Depositary or its nominee, all payments hereon shall
be made by wire transfer of immediately available funds to the account of the
Depositary or its nominee.

         3.       PAYING AGENT, REGISTRAR AND CONVERSION AGENT

         Initially, J.P. Morgan Trust Company, National Association (the
"Trustee", which term shall include any successor trustee under the Indenture
hereinafter referred to) will act as Paying Agent, Registrar and Conversion
Agent. The Company may change any Paying Agent, Registrar or Conversion Agent
without notice to the Holder. The Company or any of its Subsidiaries may,
subject to certain limitations set forth in the Indenture, act as Paying Agent
or Registrar.

         4.       INDENTURE, LIMITATIONS

         This Note is one of a duly authorized issue of Securities of the
Company designated as its 1% Convertible Subordinated Notes Due August 1, 2010
(the "Notes"), issued under an Indenture dated as of August 5, 2003 (together
with any supplemental indentures thereto, the "Indenture"), between the Company
and the Trustee. The terms of this Note include those stated in the Indenture
and those required by or made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended, as in effect

                                       A-5
<PAGE>

on the date of the Indenture. This Note is subject to all such terms, and the
Holder of this Note is referred to the Indenture and said Act for a statement of
them.

         The Notes are subordinated unsecured obligations of the Company limited
to $500,000,000 ($530,000,000 if the Initial Purchasers' option to purchase
additional notes is exercised in full) aggregate principal amount. The Indenture
does not limit other debt of the Company, secured or unsecured, including Senior
Debt.

         5.       PURCHASE OF NOTES AT OPTION OF HOLDER UPON A CHANGE OF CONTROL

         Upon the occurrence of a Change of Control, each Holder of Notes will
have the right to require the Company to repurchase all or any part (equal to
$1,000 or integral multiples thereof) of such Holder's Notes pursuant to the
offer described below (the "Change of Control Offer") at an offer price in cash
equal to 100% of the aggregate principal amount thereof, plus accrued and unpaid
interest (including Additional Interest) thereon, if any, to the date of
purchase (the "Change of Control Payment"). Within 30 days following any Change
of Control, the Company will mail a notice to each Holder of Notes describing
the transaction or transactions that constitute the Change of Control and
offering to repurchase Notes on the date specified in such notice, which date
shall be no earlier than 30 days and no later than 60 days from the date such
notice is mailed (the "Change of Control Payment Date"), pursuant to the
procedures required by the Indenture and described in such notice.

         The Company will comply with the requirements of Rule l4e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with the
repurchase of the Notes as a result of a Change of Control.

         On the Change of Control Payment Date, the Company will, to the extent
lawful, (i) accept for payment all Notes or portions thereof properly tendered
pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent an
amount equal to the Change of Control Payment in respect of all Notes or
portions thereof so tendered and (iii) deliver or cause to be delivered to the
Trustee the Notes so accepted together with an Officers' Certificate stating the
aggregate principal amount of Notes or portions thereof being purchased by the
Company. The Paying Agent will promptly mail to each Holder of Notes so tendered
the Change of Control Payment for such Notes, and the Trustee will promptly
authenticate and mail (or cause to be transferred by book entry) to each Holder
a new Note equal in principal amount to any unpurchased portion of the Notes
surrendered, if any; provided that each such new Note will be in a principal
amount of $1,000 or integral multiples thereof.

         6.       CONVERSION

         A Holder of a Note may convert the principal amount of such Note (or
any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess
thereof) into shares of Common Stock at any time prior to the close of business
on August 1, 2010; provided, however, that if the Note is submitted or presented
for purchase pursuant to a Change of Control Notice, the conversion right will
terminate at the close of business on the Business Day immediately preceding the
Change of Control Payment Date for such Note or such earlier date as the Holder
presents such Note for purchase (unless the Holder withdraws its election
pursuant to the Indenture).

         The initial Conversion Price is $15.525 per share, subject to
adjustment under certain circumstances as provided in the Indenture. The number
of shares of Common Stock issuable upon conversion of a Note is determined by
dividing the principal amount of the Note or portion thereof converted by the
Conversion Price in effect on the Conversion Date.

                                       A-6
<PAGE>

         To convert a Note, a Holder must (a) complete and manually sign the
conversion notice set forth below and deliver such notice to the Conversion
Agent, (b) surrender the Note to the Conversion Agent, (c) furnish appropriate
endorsements and transfer documents if required by a Registrar or the Conversion
Agent, and (d) pay any transfer or similar tax, if required. A Holder may
convert a portion of a Note equal to $1,000 or any integral multiple thereof.

         A Note in respect of which a Holder had delivered a Change of Control
Purchase Notice exercising the option of such Holder to require the Company to
purchase such Note may be converted only if the Change of Control Purchase
Notice is withdrawn in accordance with the terms of the Indenture.

         As soon as practicable after the Conversion Date, the Company shall
satisfy all of its Conversion Obligations by delivering to the Holder, at the
Company's option, either shares of Common Stock, cash, or a combination of cash
and shares of Common Stock. If the Company elects to satisfy the entire
Conversion Obligation by Share Settlement, then the Company will deliver to the
Holder shares of Common Stock equal to the quotient of (A) the aggregate
principal amount of Notes to be converted by the Holder divided by (B) the
Conversion Price in effect on the Conversion Date. If the Company elects to
satisfy the entire Conversion Obligation by Cash Settlement, then the Company
will deliver to the Holder cash in an amount equal to the product of (A) a
number equal to the aggregate principal amount of Notes to be converted by such
Holder divided by the Conversion Price in effect on the Conversion Date, and (B)
the arithmetic mean of the Volume Weighted Average Prices of the Common Stock on
each Trading Day during the Cash Settlement Averaging Period. If the Company
elects to satisfy the Conversion Obligation in a Combined Settlement, then the
Company will deliver to the Holder a Partial Cash Amount plus a number of shares
of Common Stock equal to the quotient of (A) the amount of the Cash Settlement
minus such Partial Cash Amount divided by (B) the arithmetic mean of the Volume
Weighted Average Prices of the Common Stock on each Trading Day during the
applicable Cash Settlement Averaging Period.

         Upon receipt of the conversion notice from a Holder by the Company (1)
if the Company elects to satisfy the Conversion Obligation by Share Settlement,
then settlement in Common Stock will be made on or prior to the fifth (5th)
Trading Day following the receipt of such conversion notice; or (2) if the
Company elects to satisfy the Conversion Obligation by Cash Settlement or
Combined Settlement, then the Company will notify the Holder, through the
Trustee, of the dollar amount to be satisfied in cash at any time during the
Settlement Notice Period. Share Settlement will apply automatically if the
Company does not notify the Holder that the Company has chosen another
settlement method.

         If the Company timely elects Cash Settlement or Combined Settlement,
then the Holder may retract the conversion notice at any time during the
Conversion Retraction Period by notice to the Trustee. The Holder cannot retract
the conversion notice (and the conversion notice therefore will be irrevocable)
if the Company elects Share Settlement. If the Holder has not retracted the
conversion notice during the Conversion Retraction Period, then Cash Settlement
or Combined Settlement will occur on the first Trading Day following the Cash
Settlement Averaging Period.

         7.       SUBORDINATION

         The indebtedness evidenced by the Notes is, to the extent and in the
manner provided in the Indenture, subordinate and junior in right of payment to
the prior payment in full of all Senior Debt of the Company. Any Holder by
accepting this Note agrees to and shall be bound by such subordination
provisions and authorizes the Trustee to give them effect. In addition to all
other rights of Senior Debt described in the Indenture, the Senior Debt shall
continue to be Senior Debt and entitled to the benefits of

                                       A-7
<PAGE>

the subordination provisions irrespective of any amendment, modification or
waiver of any terms of any instrument relating to the Senior Debt or any
extension or renewal of the Senior Debt.

         8.       DENOMINATIONS, TRANSFER, EXCHANGE

         The Notes are in registered form, without coupons, in denominations of
$1,000 and integral multiples of $1,000. A Holder may register the transfer of
or exchange Notes in accordance with the Indenture. The Registrar may require a
Holder, among other things, to furnish appropriate endorsements and transfer
documents and to pay any taxes or other governmental charges that may be imposed
in relation thereto by law or permitted by the Indenture.

         9.       PERSONS DEEMED OWNERS

         The Holder of a Note may be treated as the owner of it for all
purposes.

         10.      UNCLAIMED MONEY

         If money for the payment of principal or interest remains unclaimed for
two years, the Trustee or Paying Agent will pay the money back to the Company,
subject to applicable unclaimed property law. After that, Holders entitled to
money must look to the Company for payment as general creditors unless an
applicable abandoned property law designates another person.

         11.      AMENDMENT, SUPPLEMENT AND WAIVER

         Subject to certain exceptions, the Indenture or the Notes may be
amended or supplemented with the consent of the Holders of at least a majority
in aggregate principal amount of the Notes then outstanding, and an existing
default or Event of Default and its consequence or compliance with any provision
of the Indenture or the Notes may be waived in a particular instance with the
consent of the Holders of a majority in aggregate principal amount of the Notes
then outstanding. Without the consent of or notice to any Holder, the Company
and the Trustee may amend or supplement the Indenture or the Notes to, among
other things, cure any ambiguity, defect or inconsistency or make any other
change that does not adversely affect the rights of any Holder.

         12.      SUCCESSOR ENTITY

         When a successor corporation assumes all the obligations of its
predecessor under the Notes and the Indenture in accordance with the terms and
conditions of the Indenture, the predecessor corporation (except in certain
circumstances specified in the Indenture) be released from those obligations.

         13.      DEFAULTS AND REMEDIES

         Under the Indenture, an Event of Default includes: (i) default for 30
days in payment of interest (including Additional Interest, if any), on any
Notes; (ii) default in payment of any principal (including any premium) on the
Notes when due; (iii) failure by the Company for 30 days after notice from
either the Trustee or the Holders of at least 25% in principal amount of the
then outstanding Notes to comply with Sections 3.2 or 7.1 of the Indenture; (iv)
failure by the Company for 60 days after notice from either the Trustee or the
Holders of at least 25% in principal of the then outstanding Notes to comply
with any of its other agreements contained in the Indenture or the Notes; (v)
default in the payment of certain indebtedness of the Company; and (vi) certain
events of bankruptcy, insolvency or reorganization of the Company or any
Significant Subsidiary. If an Event of Default (other than as a result of
certain events of bankruptcy, insolvency or reorganization) occurs and is
continuing, the Trustee or the Holders of at least

                                       A-8
<PAGE>

25% in aggregate principal amount of the Notes then outstanding may, by notice
to the Company, declare all unpaid principal and accrued and unpaid interest
thereon to the date of acceleration on the Notes then outstanding to be due and
payable upon any such declaration, all as and to the extent provided in the
Indenture. If an Event of Default occurs as a result of certain events of
bankruptcy, insolvency or reorganization of the Company, unpaid principal of the
Notes then outstanding and accrued and unpaid interest thereon shall become due
and payable immediately without any declaration or other act on the part of the
Trustee or any Holder, all as and to the extent provided in the Indenture.
Holders may not enforce the Indenture or the Notes except as provided in the
Indenture. The Trustee may require indemnity satisfactory to it before it
enforces the Indenture or the Notes. Subject to certain limitations, Holders of
a majority in aggregate principal amount of the Notes then outstanding may
direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Holders notice of any continuing default (except a default in
payment of principal or interest (including Additional Interest, if any) if it
determines that withholding notice is in their interests. The Company is
required to file periodic reports with the Trustee as to the absence of default.

         14.      TRUSTEE DEALINGS WITH THE COMPANY

         J.P. Morgan Trust Company, National Association, the Trustee under the
Indenture, in its individual or any other capacity, may make loans to, accept
deposits from and perform services for the Company or an Affiliate of the
Company, and may otherwise deal with the Company or an Affiliate of the Company,
as if it were not the Trustee.

         15.      NO RECOURSE AGAINST OTHERS

         A director, officer, employee or stockholder, as such, of the Company
shall not have any liability for any obligations of the Company under the Notes
or the Indenture nor for any claim based on, in respect of or by reason of such
obligations or their creation. The Holder of this Note by accepting this Note
waives and releases all such liability. The waiver and release are part of the
consideration for the issuance of this Note.

         16.      AUTHENTICATION

         This Note shall not be valid until the Trustee or an authenticating
agent manually signs the certificate of authentication on the other side of this
Note.

         17.      ABBREVIATIONS AND DEFINITIONS

         Customary abbreviations may be used in the name of the Holder or an
assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the
entireties), JT TEN (= joint tenants with right of survivorship and not as
tenants in common), CUST (= Custodian) and UGMA (= Uniform Gifts to Minors Act).

         All terms defined in the Indenture and used in this Note but not
specifically defined herein are defined in the Indenture and are used herein as
so defined.

         18.      INDENTURE TO CONTROL; GOVERNING LAW

         In the case of any conflict between the provisions of this Note and the
Indenture, the provisions of the Indenture shall control. This Note shall be
governed by, and construed in accordance with, the laws of the State of New
York, without regard to principals of conflicts of law.

         The Company will furnish to any Holder, upon written request and
without charge, a copy of the Indenture. Requests may be made to: Flextronics
International Ltd., 2090 Fortune Drive, San Jose, CA 95131, (408) 428-1300,
Attention: Investor Relations.

                                       A-9
<PAGE>

                                 ASSIGNMENT FORM

         To assign this Note, fill in the form below:

         I or we assign and transfer this Note to

________________________________________________________________________________
                 (Insert assignee's soc. sec. or tax I.D. no.)
________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
              (Print or type assignee's name, address and zip code)

and irrevocably appoint

________________________________________________________________________________

agent to transfer this Note on the books of the Company. The agent may
substitute another to act for him or her.

                                             Your Signature:
Date: _________________________________      ___________________________________
                                             (Sign exactly as your name appears
                                             on the other side of this Note)

*Signature guaranteed by:

By:  ________________________________

         *    The signature must be guaranteed by an institution which is a
              member of one of the following recognized signature guaranty
              programs: (i) the Securities Transfer Agent Medallion Program
              (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP);
              (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such
              other guaranty program acceptable to the Trustee.

                                      A-10
<PAGE>

                                CONVERSION NOTICE

         To convert this Note into Common Stock of the Company, check the box:
         [ ]

         To convert only part of this Note, state the principal amount to be
converted (must be $1,000 or a integral multiple of $1,000): $____________.

         If you want the stock certificate made out in another person's name,
fill in the form below:

________________________________________________________________________________
                 (Insert assignee's soc. sec. or tax I.D. no.)
________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
              (Print or type assignee's name, address and zip code)

                                             Your Signature:
Date: _________________________________      ___________________________________
                                             (Sign exactly as your name appears
                                             on the other side of this Note)

*Signature guaranteed by:

By:  ________________________________

         *    The signature must be guaranteed by an institution which is a
              member of one of the following recognized signature guaranty
              programs: (i) the Securities Transfer Agent Medallion Program
              (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP);
              (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such
              other guaranty program acceptable to the Trustee.

                                      A-11
<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

         If you want to elect to have this Note purchased by the Company
pursuant to Section 3.2 of the Indenture, check the box below:

                                 [ ] Section 3.2

         If you want to elect to have only part of the Note purchased by the
Company Section 3.2 of the Indenture, state the amount you elect to have
purchased: $

Date: _________________________________   Your Signature________________________
                                          (Sign exactly as your name appears on
                                           the face of this Note)

                                          Tax Identification No:________________

                                          SIGNATURE GUARANTEE:
                                          ______________________________________

                                          Signatures must be guaranteed by an
                                          "eligible guarantor institution"
                                          meeting the requirements of the
                                          Registrar, which requirements include
                                          membership or participation in the
                                          Security Transfer Agent Medallion
                                          Program ("STAMP") or such other
                                          "signature guarantee program" as may
                                          be determined by the Registrar in
                                          addition to, or in substitution for,
                                          STAMP, all in accordance with the
                                          Securities Exchange Act of 1934, as
                                          amended.

                                      A-12
<PAGE>

                        SCHEDULE OF EXCHANGES OF NOTES(4)

         The following exchanges, repurchases or conversions of a part of this
global Note have been made:

<TABLE>
<CAPTION>
                         PRINCIPAL AMOUNT            AUTHORIZED                AMOUNT OF                AMOUNT OF
                       OF THIS GLOBAL NOTE          SIGNATORY OF              DECREASE IN              INCREASE IN
                          FOLLOWING SUCH             SECURITIES            PRINCIPAL AMOUNT          PRINCIPAL AMOUNT
DATE OF EXCHANGE      DECREASE (OR INCREASE)          CUSTODIAN           OF THIS GLOBAL NOTE      OF THIS GLOBAL NOTE
----------------      ---------------------           ---------           -------------------      -------------------
<S>                   <C>                           <C>                   <C>                      <C>
</TABLE>

-----------------
(4)      This schedule should be included only if the Security is a Global
         Security.

                                      A-13
<PAGE>

            CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION
                     OF TRANSFER OF RESTRICTED SECURITIES(5)

Re:      1% Convertible Subordinated Notes Due August 1, 2010 (the "Notes") of
         Flextronics International Ltd.

         This certificate relates to $_______ principal amount of Notes owned in
         (check applicable box)

         [ ] book-entry or  [ ] definitive form by ___________________ (the
         "Transferor").

         The Transferor has requested a Registrar or the Trustee to exchange or
register the transfer of such Notes.

         In connection with such request and in respect of each such Note, the
Transferor does hereby certify that the Transferor is familiar with transfer
restrictions relating to the Notes as provided in Section 2.12 of the Indenture
dated as of August 5, 2003 between Flextronics International Ltd. and J.P.
Morgan Trust Company, National Association, as trustee (the "Indenture"), and
the transfer of such Note is being made pursuant to an effective registration
statement under the Securities Act of 1933, as amended (the "Securities Act")
(check applicable box) or the transfer or exchange, as the case may be, of such
Note does not require registration under the Securities Act because (check
applicable box):

         [ ]      Such Note is being transferred pursuant to an effective
                  registration statement under the Securities Act.

         [ ]      Such Note is being acquired for the Transferor's own account,
                  without transfer.

         [ ]      Such Note is being transferred to the Company or a Subsidiary
                  (as defined in the Indenture) of the Company.

         [ ]      Such Note is being transferred to a person the Transferor
                  reasonably believes is a "qualified institutional buyer" (as
                  defined in Rule 144A or any successor provision thereto ("Rule
                  144A") under the Securities Act) that is purchasing for its
                  own account or for the account of a "qualified institutional
                  buyer", in each case to whom notice has been given that the
                  transfer is being made in reliance on such Rule 144A, and in
                  each case in reliance on Rule 144A.

         [ ]      Such Note is being transferred pursuant to and in compliance
                  with an exemption from the registration requirements under the
                  Securities Act in accordance with Rule 144 (or any successor
                  thereto) ("Rule 144") under the Securities Act.

         [ ]      Such Note is being transferred to a non-U.S. Person in an
                  offshore transaction in compliance with Rule 904 of Regulation
                  S under the Securities Act (or any successor thereto).

         Such Note is being transferred pursuant to and in compliance with an
exemption from the registration requirements of the Securities Act (other than
an exemption referred to above) and as a result

------------------
(5)      This certificate should be included if this Security is a Transfer
         Restricted Security.

                                      A-14
<PAGE>

of which such Note will, upon such transfer, cease to be a "restricted security"
within the meaning of Rule 144 under the Securities Act.

         The Transferor acknowledges and agrees that, if the transferee will
hold any such Notes in the form of beneficial interests in a global Note which
is a "restricted security" within the meaning of Rule 144 under the Securities
Act, then such transfer can only be made pursuant to (i) Rule 144A under the
Securities Act and such transferee must be a "qualified institutional buyer" (as
defined in Rule 144A) or (ii) Regulation S under the Securities Act.

Date: _________________________________   __________________________________
                                          (Insert Name of Transferor)

                                      A-15