exv4w10



 





Exhibit 4.10



     AMENDMENT No. 1 dated as of April 26, 2004 (this
“Amendment”), to the Credit Agreement dated as of March 3,
2004 (as amended, supplemented or otherwise modified from
time to time, the “Credit Agreement”), among FLEXTRONICS
INTERNATIONAL USA, INC., a California corporation (the
“Borrower”), the financial institutions party to the Credit
Agreement as Lenders (the “Lenders”), and ABN AMRO BANK
N.V., as Agent and Collateral Agent.



     A. Pursuant to the Credit Agreement, the Lenders have extended and agreed
to extend credit to the Borrower on the terms and subject to the conditions set
forth therein. Capitalized terms used and not otherwise defined herein shall
have the meanings assigned to them in the Credit Agreement (other than the term
“Collateral Agent”, which has the meaning assigned to it in the Guaranty).



     B. The Borrower has requested that the Lenders amend the Credit
Agreement, and the Lenders are willing to amend the Credit Agreement, on the
terms and subject to the conditions set forth herein.



     Accordingly, in consideration of the mutual agreements herein contained
and other good and valuable consideration, the sufficiency and receipt of which
are hereby acknowledged, the parties hereto agree as follows:



     SECTION 1. Amendment to Schedule 3.01. Section A of Schedule 3.01 is
hereby amended by deleting the text “forty-five (45)” after the text “but in no
event later than” and substituting the text “seventy-five (75)” in lieu
thereof.



     SECTION 2. Representations and Warranties. To induce the other parties to
enter into this Amendment, the Borrower represents and warrants to the Agent
and to each Lender that:



     (a) This Amendment has been duly authorized, executed and delivered by it
and constitutes a legal, valid and binding obligation of such party hereto,
enforceable against it in accordance with its terms.



     (b) After giving effect to this Amendment, the representations and
warranties set forth in Section IV of the Credit Agreement are true and correct
in all material respects on and as of the date hereof with the same effect as
if made on and as of the date hereof, except to the extent such representations
and warranties expressly relate to an earlier date (in which case such
representations and warranties were true and correct as of such earlier date).



     (c) After giving effect to this Amendment, no Event of Default or Default
has occurred and is continuing.



 









 





     SECTION 3. Conditions to Effectiveness. This Amendment shall become
effective as of the date first above written when (a) the Agent shall have
received counterparts of this Amendment that, when taken together, bear the
signatures of the Borrower and the Lenders under this Credit Agreement and the
Lenders under the FIL Credit Agreement whose Combined Proportionate Shares
equal or exceed fifty-one percent and (b) the representations and warranties
set forth in Section 2 of this Amendment are true and correct.



     SECTION 4. Effect of Amendment. This Amendment shall apply and be
effective only with respect to the provision of the Credit Agreement
specifically referred to herein and only for the circumstances referred to
herein. Any default under this Amendment shall constitute an Event of Default
under the Credit Agreement.



     SECTION 5. APPLICABLE LAW. THIS AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.



     SECTION 6. Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall constitute an original and all of which, when
taken together, shall constitute one agreement. Delivery of an executed
signature page to this Amendment by facsimile transmission shall be effective
as delivery of a manually signed counterpart of this Amendment.



     SECTION 7. Expenses. The Borrower agrees to reimburse the Agent for its
reasonable out-of-pocket expenses in connection with this Amendment, including
the reasonable fees, charges and disbursements of Cravath, Swaine & Moore LLP,
counsel for the Agent.



     SECTION 8. Headings. The headings of this Amendment are for purposes of
reference only and shall not limit or otherwise affect the meaning hereof.



 









 





     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers as of the day and year
first written above.



	 	 	 	 	 
	 	 	FLEXTRONICS INTERNATIONAL USA, INC.,
	 
	 	 	 	 
	

	 	by	 	 
	

	 	 	 	
 
	

	 	 	 	Name:
	

	 	 	 	Title:






 









 






	 	 	 	 	 
	 	 	ABN AMRO BANK N.V., individually and

as Agent and Collateral Agent,
	 
	 	 	 	 
	

	 	by	 	 
	

	 	 	 	
 
	

	 	 	 	Name:






 










 



SIGNATURE PAGE TO

FIUI CREDIT AGREEMENT AMENDMENT



To Approve the Amendment:



	 	 	 
	Name of Institution
	 	 
	

	 	
 







	 	 	 	 	 
	

	 	by	 	 
	

	 	 	 	
 
	

	 	 	 	Name:
	

	 	 	 	Title: