EXHIBIT 4.01

 

EXECUTION VERSION

 

SECOND SUPPLEMENTAL INDENTURE

 

dated as of August 25, 2014

 

among

 

FLEXTRONICS INTERNATIONAL LTD.

 

The Guarantor Party Hereto

 

and

 

U.S. BANK NATIONAL ASSOCIATION,

 

as Trustee

 




 

4.625% Notes due 2020

 

5.000% Notes due 2023

 











 

THIS SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of August 25, 2014, among Flextronics International Ltd., a Singapore company acting through its Bermuda branch (the “Company”), Flextronics International Tecnologia Ltda., a company formed under the laws of the Federative Republic of Brazil (the “Subsidiary Guarantor”), and U.S. Bank National Association, as trustee (the “Trustee”).

 

RECITALS

 

WHEREAS, the Company, the Guarantors party thereto and the Trustee entered into the Indenture, dated as of February 20, 2013 (as amended and supplemented, the “Indenture”), relating to the Company’s 4.625% Notes due 2020 and 5.000% Notes due 2023 (the “Notes”); and

 

WHEREAS, as a condition to the Trustee entering into the Indenture and the purchase of the Notes by the Holders, the Company agreed pursuant to the Indenture to cause Subsidiaries to provide Guaranties in certain circumstances.

 

AGREEMENT

 

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

 

Section 1.  Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture.

 

Section 2.  The Subsidiary Guarantor, by its execution of this Supplemental Indenture, agrees to be a Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to Guarantors, including, but not limited to, Article 10 thereof.

 

Section 3.  This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.

 

Section 4.  This Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument.

 

Section 5.  This Supplemental Indenture is an amendment supplemental to the Indenture and the Indenture and this Supplemental Indenture will henceforth be read together.

 

Section 6.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture, the Subsidiary Guarantee or for or in respect of the recitals contained herein, all of which recitals are made by the Subsidiary Guarantor and the Company.

 

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

 

	
 
    	
FLEXTRONICS INTERNATIONAL LTD.,
    
	
 
    	
as Issuer
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Manny Marimuthu
    
	
 
    	
 
    	
Name:
    	
Manny Marimuthu
    
	
 
    	
 
    	
Title:
    	
Authorized Signatory
    


 

 

	
 
    	
FLEXTRONICS INTERNATIONAL
    
	
 
    	
TECNOLOGIA LTDA., as Guarantor
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Flávio Magalhães
    
	
 
    	
 
    	
Name:
    	
Flávio Magalhães
    
	
 
    	
 
    	
Title:
    	
Manager
    


 

 

	
 
    	
U.S. BANK NATIONAL ASSOCIATION,
    
	
 
    	
as Trustee
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Paula Oswald
    
	
 
    	
 
    	
Name:
    	
Paula Oswald
    
	
 
    	
 
    	
Title:
    	
Vice President
    


 

[Signature Page to Second Supplemental Indenture to Flextronics International Ltd. 2013 Indenture]