NOTE PURCHASE AGREEMENT BY AND BETWEEN FLEXTRONICS INTERNATIONAL LTD. AND THE PURCHASERS NAMED HEREIN March 2, 2003

          (b)     The right of any such Holder to be included in a registration pursuant to this Section 8.2 shall be conditioned upon such Holder’s participation in the underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company; provided, however, that, with respect to the matters covered by Section 8.7(b), such underwriting agreement may only obligate a Holder to indemnify an underwriter for any losses, claims, damages, liabilities or expenses incurred in reliance upon and in conformity with written information furnished by such Holder to such underwriter, and provided, further, that the maximum liability of any Holder under such underwriting agreement shall be limited to the total net proceeds from the sale of securities pursuant to such underwriting agreement that are received by such Holder. Notwithstanding any other provision of this Agreement, if the managing underwriter advises the Company in writing that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) in an offering subject to this Section 8.2 because the number of securities to be underwritten is likely to have an adverse effect on the price, timing or the distribution of securities to be offered, then the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of such Holders that may be included in the underwriting shall be reduced, such reduction to be effected for such Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 8.2 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration.

          8.3.     Registration Procedures. The Company shall:

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           (a)     prepare and file the Shelf Registration Statement, and shall use its reasonable best efforts to cause the Shelf Registration Statement to be declared effective by no later than the last day of the Restricted Period;

          (b)     prepare and file with the SEC such amendments and supplements to such registration statement (including Exchange Act documents incorporated by reference into the registration statement) and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for the period set forth in Section 8.1 and to comply with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement; provided, that before filing a registration statement or prospectus, or any amendments or supplements thereto in accordance with Sections 8.3(a) or (b), the Company will furnish to counsel selected pursuant to Section 8.9 hereof copies of all documents proposed to be filed (except any such Exchange Act documents), which documents will be subject to the review and comment of such counsel;

          (c)     furnish to each Holder of such Registrable Securities an adequate number of copies of such registration statement and of each amendment and supplement thereto (in each case including all exhibits filed therewith, including any documents incorporated by reference) and the prospectus included in such registration statement (including each preliminary prospectus and summary prospectus), in conformity with the requirements of the Securities Act, and such other customary documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities by such seller;

          (d)     use its reasonable best efforts to register or qualify such Registrable Securities covered by such registration in such jurisdictions within the United States as each Holder shall reasonably request, except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction where, but for the requirements of this subsection (d), it would not be obligated to be so qualified, to subject itself to taxation in any such jurisdiction or to consent to general service of process in any such jurisdiction;

          (e)     otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC;

          (f)     use its reasonable best efforts to list such Registrable Securities on any securities exchange on which the Ordinary Shares are then listed if such Registrable Securities are not already so listed and if such listing is then permitted under the rules of such exchange;

          (g)     with respect to underwritten offerings effected pursuant to Section 8.1, enter into such customary agreements (including an underwriting agreement in customary form), which may include indemnification provisions in favor of underwriters and other Persons in addition to, or in substitution for the provisions of Section 8.7 hereof, and take such other customary actions as the underwriters reasonably request in order to expedite or facilitate the disposition of such Registrable Securities;

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           (h)     with respect to underwritten offerings effected pursuant to Section 8.1, obtain a “cold comfort” letter or letters from the Company’s current independent public accountants in customary form and covering matters of the type customarily covered by “cold comfort” letters given by independent public accountants to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders selling Registrable Securities in such registration;

          (i)     with respect to underwritten offerings effected pursuant to Section 8.1, make available for inspection by any seller of such Registrable Securities covered by such registration statement, by any underwriter participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such seller or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees to cooperate with the underwriters’ customary due diligence review, subject in each case to mutually acceptable confidentiality restrictions;

          (j)     promptly notify counsel (selected pursuant to Section 8.9 hereof) for the Holders of Registrable Securities included in such registration statement and any managing underwriter or agent (i) when the registration statement, or when any post-effective amendment to the registration statement, shall have become effective, or any supplement to the prospectus or any amendment to the prospectus shall have been filed, (ii) of the receipt of any comments from the SEC, (iii) of any request of the SEC to amend the registration statement or amend or supplement the prospectus or for additional information, and (iv) of the issuance by the SEC of any stop order suspending the effectiveness of the registration statement or of any order preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the registration statement for offering or sale in any jurisdiction, or of the institution or threatening of any proceedings for any of such purposes;

          (k)     subject to the provisions of Section 8.6, make reasonable efforts to prevent the issuance of any stop order suspending the effectiveness of the registration statement or of any order preventing or suspending the use of any preliminary prospectus and, if any such order is issued, to obtain the withdrawal of any such order as soon as practicable;

          (l)     if requested by any managing underwriter or any Holder of Registrable Securities covered by the registration statement, promptly incorporate in a prospectus supplement or post-effective amendment such information as the managing underwriter or such Holder reasonably requests to be included therein, including, with respect to the number of Registrable Securities being sold by such Holder to such underwriter, the purchase price being paid therefor by such underwriter and with respect to any other terms of the underwritten offering of the Registrable Securities to be sold in such offering; and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after being notified of the matters incorporated in such prospectus supplement or post-effective amendment;

          (m)     cooperate with the Holders of Registrable Securities covered by the registration statement and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing securities to be sold under the registration statement, and enable such securities to be in such denominations and

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registered in such names as the managing underwriter, if any, or such Holders may reasonably request;

          (n)     with respect to underwritten offerings pursuant to Section 8.1(c), and registrations effected pursuant to Section 8.2, obtain for delivery to the Holders of Registrable Securities being registered and to the underwriter an opinion or opinions from counsel for the Company in customary form and scope;

          (o)     with respect to underwritten offerings pursuant to Section 8.1(c), and registrations effected pursuant to Section 8.2, cooperate with each seller of Registrable Securities and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the NASD;

          (p)     with respect to registrations effected pursuant to Section 8.1(c), provide reasonable assistance in marketing activities, upon reasonable notice thereof, with respect to the distribution of such offering as is appropriate in the context of the offering to facilitate the successful completion of the offering at a price as close to the then-current market price as reasonably practicable, subject to customary discounts for such transactions, and subject to the availability of the Company personnel and provided that the provision of such assistance shall not unduly burden the operations of the Company.

          8.4.     Holders and Permitted Transferees to be Included in Registration Statement. The Company agrees, in the case of (i) a Holder that had not provided the information requested by the Company pursuant to Section 8.5 prior to the effectiveness of the Shelf Registration Statement or (ii) a Permitted Transferee in accordance with the provisions of Section 7.2, to promptly file one or more post-effective amendments to the Shelf Registration Statement or a supplement to the related prospectus, naming such Holder or Permitted Transferee as a selling shareholder in accordance with the provisions of the Securities Act; provided, that such Holder or Permitted Transferee shall have supplied to the Company the information set forth in Section 8.5.

          8.5.     Information Supplied. It shall be a condition precedent to the obligations of the Company to take any action to register the Registrable Securities held by any particular Holder pursuant to this Section 8 that such Holder shall furnish to the Company such information regarding such Holder, the number of Registrable Securities held by it, the intended method of disposition of such Registrable Securities and such other information relating to the Holder as is pertinent to the disclosure requirements relating to the Shelf Registration Statement as the Company may from time to time reasonably request.

          8.6.     Restrictions on Disposition; Suspension Notice. (a) Subject to Section 8.6(b) below, in the event (i) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of any proceedings for that purpose; (ii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iii) of any event or circumstance which, upon the advice of the Company’s counsel, necessitates the making of any changes to the Shelf

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Registration Statement or the prospectus which forms a part thereof, or any document incorporated or deemed to be incorporated therein by reference, so that such Shelf Registration Statement, will not contain any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and such prospectus, will not contain any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (iv) the Company shall determine that there is a material development or transaction affecting the Company that has not yet been publicly disclosed, the disclosure of which would, in the good faith judgment of the Board of Directors, materially and adversely affect the Company, then the Company shall deliver a certificate in writing to each Holder (the “Suspension Notice”) to the effect of the foregoing and, upon receipt of such Suspension Notice, such Holder will refrain from selling any Registrable Securities pursuant to the Shelf Registration Statement (a “Suspension”) until such Holder’s receipt of copies of a supplemented or amended prospectus prepared and filed by the Company, or until it is advised in writing by the Company that the current prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such prospectus. In the event of any Suspension, the Company will use its commercially reasonable efforts to cause the use of the prospectus so suspended to be resumed as soon as reasonably practicable after the delivery of a Suspension Notice to each Holder. In addition to and without limiting any other remedies (including, without limitation, at law or at equity) available to such Holder, such Holder shall be entitled to specific performance in the event that the Company fails to comply with the provisions of this Section 8.6(a).

          (b)     Notwithstanding the provisions of Section 8.6(a), no Holder shall be prohibited in any twelve (12) month period from selling Registrable Securities under the Registration Statement as a result of Suspensions (x) on more than three occasions during such period nor (y) for more than an aggregate of sixty (60) days during such period.

          8.7.     Indemnification. (a) In the event of any registration of any securities of the Company under the Securities Act pursuant to this Section 8, the Company shall indemnify and hold harmless each Holder of any Registrable Securities covered by such registration statement, each Affiliate of such seller and their respective directors, officers, members, employees or general and limited partners (and any director, officer, and controlling Person of any of the foregoing), each Person who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls such Holder or any such underwriter within the meaning of the Securities Act (collectively, the “Holder Indemnified Parties”), against any and all losses, claims, damages or liabilities, joint or several, actions or proceedings (whether commenced or threatened) in respect thereof (“Claims”) and expenses (including reasonable attorney’s fees and reasonable expenses of investigation) to which such Holder Indemnified Party may become subject under the Securities Act, common law or otherwise, insofar as such Claims or expenses arise out of, relate to or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary, final or summary prospectus contained therein, or any amendment or supplement thereto, or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they

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were made) not misleading; provided, further, that the Company shall not be liable to any Holder Indemnified Party in any such case to the extent (and only to the extent) that any such Claim or expense arises out of, relates to or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement or amendment or supplement thereto or in any such preliminary, final or summary prospectus in reliance upon and in conformity with written information furnished to the Company by or behalf of such Holder specifically stating that it is for use in the preparation thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any Holder Indemnified Party and shall survive the transfer of securities by any Holder.

          (b)     In the event of any registration of any Registrable Securities pursuant to this Section 8, each Holder shall severally indemnify and hold harmless the Company, each of its directors and officers, each Person who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls the Company or any such underwriter within the meaning of the Securities Act (the “Company Indemnified Parties”), against any Claims and expenses (including reasonable attorney’s fees and reasonable expenses of investigation) to which such Company Indemnified Party may become subject under the Securities Act, common law or otherwise, insofar as such Claims or expenses arise out of, relate to or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary, final or summary prospectus contained therein, or any amendment or supplement thereto, or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the registration statement, any preliminary, final or summary prospectus contained therein, or any amendment or supplement thereto in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder expressly for use in connection with such registration. The foregoing indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any of the prospective sellers, or any of their respective Affiliates, directors, officers or controlling Persons and shall survive the transfer of securities by any Holder. In no event shall the liability of any selling Holder of Registrable Securities hereunder be greater in amount than the net dollar amount of the proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

          (c)     Promptly after receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding with respect to which a claim for indemnification may be made pursuant to this Section 8.7, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to such indemnified party of the commencement of such action or proceedings; provided, that the failure of the indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 8.7, except to the extent that the indemnifying party is materially prejudiced by such failure to give notice. In case any such action or proceeding is brought against an indemnified party, unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such action or proceeding (in which case the indemnified party shall have the right to assume or

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continue its own defense and the indemnifying party shall be liable for any reasonable expenses therefor, but in no event will bear the expenses for more than one firm of counsel for all indemnified parties in each jurisdiction who shall be approved by the majority of the participating Holders in the registration in respect of which such indemnification is sought), the indemnifying party will be entitled to participate in and, subject to the prior written acknowledgement by such indemnifying party of its obligation to indemnify the indemnified party with respect to the claims that are the subject of such action or proceeding, to assume the defense thereof (at its expense), jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation and shall have no liability for any settlement made by the indemnified party without the consent of the indemnifying party, such consent not to be unreasonably withheld or delayed. No indemnifying party will settle any action or proceeding or consent to the entry of any judgment without the prior written consent of the indemnified party unless such settlement or judgment (i) includes as an unconditional term thereof the giving by the claimant or plaintiff of a release to such indemnified party from all liability in respect of such action or proceeding and (ii) does not involve the imposition of equitable remedies or the imposition of any obligations on such indemnified party and does not otherwise adversely affect such indemnified party, other than as a result of the imposition of financial obligations for which such indemnified party will be indemnified hereunder.

          (d)     (i)     If the indemnification provided for in this Section 8.7 from the indemnifying party is unavailable to an indemnified party hereunder in respect of any Claim or expenses referred to herein, then the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Claim or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified party in connection with the actions which resulted in such Claim or expenses, as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying party or indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party under this Section 8.7(d) as a result of the Claim and expenses referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with any action or proceeding.

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          (e)     Indemnification similar to that specified in this Section 8.7 (with appropriate modifications) shall be given by the Company and each seller of Registrable Securities with respect to any disclosure contained in any required registration or other qualification of securities under any law or with any governmental authority other than as required by the Securities Act.

          (f)     The obligations of the parties under this Section 8.7 shall be in addition to any liability which any party may otherwise have to any other party.

          8.8.     Required Reports. The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act (or, if the Company is not required to file such reports, it will, upon the request of any Holder, make publicly available such information), and it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities and Notes without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 under the Securities Act, as such Rule may be amended from time to time or (b) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holder in connection with any offering or sale, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

          8.9.     Selection of Counsel. In connection with any registration of Registrable Securities pursuant to Section 8 hereof, the Holders of a majority of the Registrable Securities covered by any such registration may select one counsel to represent all Holders of Registrable Securities covered by such registration.

          8.10.     Expenses. The Company will pay all Registration Expenses in connection with registrations of all Registrable Securities pursuant to Section 8.1 (including, without limitation, any amendments or supplements filed pursuant to Section 8.4) or Section 8.2 hereof.

          8.11.     No Inconsistent Agreements. The Company represents and warrants that it is not a party to, and agrees that it will not enter into, or cause or permit any of its Subsidiaries to enter into, any agreement which conflicts with or limits or prohibits the exercise of the rights granted to the Holders of Registrable Securities in this Section 8. The Company represents and warrants that it is not a party to, and agrees that will not enter into, or cause or permit any of its Subsidiaries to enter into, any agreement which provides a holder of its Ordinary Shares with the right to register Ordinary Shares on terms more favorable to such holder than those contained in this Section 8.

     9.     Termination.

          9.1.     Conditions of Termination. Notwithstanding anything to the contrary contained herein, this Agreement may be terminated at any time before the Closing (a) by mutual consent of the Company and the Purchasers, or (b) by either party hereto if the Closing shall not have occurred on or prior to March 31, 2003.

          9.2.     Effect of Termination. In the event of any termination pursuant to Section 9.1 hereof, this Agreement shall become null and void and have no effect, with no liability on the part of the Company or the Purchasers, or their directors, officers, agents or shareholders, with

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respect to this Agreement, except for liability for any willful breach of this Agreement and pursuant to the last sentence of Section 10.8 hereof.

     10.     Miscellaneous Provisions.

          10.1.     Public Statements or Releases. Neither the Company nor any Purchaser shall make any public announcement with respect to the existence or terms of this Agreement or the transactions provided for herein without the prior approval of the other parties, which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, nothing in this Section 10.1 shall prevent any party from making any public announcement it considers necessary in order to satisfy its obligations under the law or the rules of any national securities exchange or Nasdaq, provided such party, to the extent practicable, provides the other parties with an opportunity to review and comment on any proposed public announcement before it is made, and provided further that any public announcement by the Company with respect to Silver Lake and its Affiliates shall be subject to the prior approval of Silver Lake, except to the extent such public announcement is required by law.

          10.2.     Rights Cumulative. Each and all of the various rights, powers and remedies of the parties shall be considered to be cumulative with and in addition to any other rights, powers and remedies which such parties may have at law or in equity in the event of the breach of any of the terms of this Agreement. The exercise or partial exercise of any right, power or remedy shall neither constitute the exclusive election thereof nor the waiver of any other right, power or remedy available to such party.

          10.3.     Interpretation. The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement will refer to this Agreement as a whole and not to any particular provision of this Agreement, and section and subsection references are to this Agreement unless otherwise specified. The headings in this Agreement are included for convenience of reference only and will not limit or otherwise affect the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, they will be deemed to be followed by the words “without limitation.” The phrases “the date of this Agreement,” “the date hereof” and terms of similar import, unless the context otherwise requires, will be deemed to refer to the date set forth in the first paragraph of this Agreement. The meanings given to terms defined herein will be equally applicable to both the singular and plural forms of such terms. All matters to be agreed to by any party hereto must be agreed to in writing by such party unless otherwise indicated herein.

          10.4.     Notices. Any notices or other communications required or permitted to be given hereunder shall be in writing and shall be deemed to be given when delivered in person or by private courier with receipt, when telefaxed upon confirmation of receipt, or three (3) days after being deposited in the United States mail, first-class, registered or certified, return receipt requested, with postage paid and,

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          if to any Purchaser, addressed as set forth in EXHIBIT A for such Purchaser.

Any Person may change the address to which notices and communications to it are to be addressed by notification as provided for herein.

          10.5.     Severability. If any part or provision of this Agreement is held unenforceable or in conflict with the applicable laws or regulations of any jurisdiction, the invalid or unenforceable part or provisions shall be replaced with a provision which accomplishes, to the extent possible, the original business purpose of such part or provision in a valid and enforceable manner, and the remainder of this Agreement shall remain binding upon the parties hereto.

          10.6.     Governing Law; Injunctive Relief.

          (a)     This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

          (b)     The Company and each of the Purchasers hereby irrevocably and unconditionally:

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          (c)     Each of the parties hereto acknowledges and agrees that damages will not be an adequate remedy for any material breach or violation of this Agreement if such material breach or violation would cause immediate and irreparable harm (an “Irreparable Breach”). Accordingly, in the event of a threatened or ongoing Irreparable Breach, each party hereto shall be entitled to seek, in any state or federal court in the State of New York, equitable relief of a kind appropriate in light of the nature of the ongoing or threatened Irreparable Breach, which relief may include, without limitation, specific performance or injunctive relief; provided, however, that if the party bringing such action is unsuccessful in obtaining the relief sought, the moving party shall pay the non-moving party’s reasonable costs, including attorney’s fees, incurred in connection with defending such action. Such remedies shall not be the parties’ exclusive remedies, but shall be in addition to all other remedies provided in this Agreement.

          10.7.     Waiver. No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or be construed as, a further or continuing waiver of any such term, provision or condition or as a waiver of any other term, provision or condition of this Agreement.

          10.8.     Expenses. The Company shall pay the reasonable out-of-pocket fees and expenses incurred by the Purchasers in connection with the proposed investment by Silver Lake and its Affiliates in the Company. On the Closing Date, the Company shall pay such fees and expenses upon receipt from Silver Lake of written notice detailing such fees and expenses, together with appropriate supporting documentation evidencing the calculation of the amount of such fees and expenses. In the event this Agreement is terminated pursuant to Section 9.1 hereof prior to the Closing due to failure by the Company to satisfy one or more conditions set forth in

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Section 6.1, upon such termination the Company shall pay such of the foregoing fees and expenses as have been incurred prior to the date of such termination.

          10.9.     Assignment. Except as otherwise provided herein, the rights and obligations of the parties hereto shall inure to the benefit of and shall be binding upon the authorized successors and permitted assigns of each party. None of the parties may assign its rights or obligations under this Agreement or designate another person (i) to perform all or part of its obligations under this Agreement or (ii) to have all or part of its rights and benefits under this Agreement, in each case without the prior written consent of the other parties, provided, however, that, subject to compliance with the restrictions contained in Section 7 (including Section 7.2 hereof), each Purchaser shall have the right to assign and transfer all or a portion of its rights and obligations under this Agreement to one or more of its Affiliates or any Person who is a limited partner of such Purchaser (whether or not in its capacity as such). In the event of any assignment in accordance with the terms of this Agreement, the assignee shall specifically assume and be bound by the provisions of the Agreement by executing a writing agreeing to be bound by and subject to the provisions of this Agreement and shall deliver an executed counterpart signature page to this Agreement.

          10.10.     Taxes.

          (a)     All sums payable by the Company under this Agreement shall be paid free of any restriction or condition; free and clear of and without any deduction or withholding on account of any tax, levy or any other charges whatsoever; and without deduction or withholding on account of any other amount, whether by way of set-off, counterclaim or otherwise. If the Company or any other person on behalf of the Company is required to make any payment, deduction or withholding on account of any such tax, levy, charges or other amount from any sum paid or payable by the Company to, or any sum received or receivable by, the Purchasers, the Company shall pay such additional amounts as is necessary to ensure that, after the making of that deduction, withholding or payment, the Purchasers receives on the due date and retains a net sum after any such deduction, withholding or payment equal to the respective amounts that the Purchasers would have received and so retained had no such deduction, withholding or payment been required or made. If the Company or any other person on behalf of the Company is required to pay any tax or other amount on, or calculated by reference to, any sum received or receivable by the Purchasers, the Company shall pay or procure the payment of that tax or other amount before any interest or penalty becomes payable or, if that tax or other amount is payable and paid by the Purchasers on behalf of the Company, shall reimburse the Purchasers on demand for the amount paid by it. Within fourteen (14) days after paying any sum from which it is required by law to make any deduction or withholding, and within fourteen (14) days after the due date of payment of any tax, levy, charges or the amount which it is required to pay, the Company shall deliver to the Purchasers evidence reasonably satisfactory to the Purchasers of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority.

          (b)     If additional amounts become payable by the Company pursuant to Section 10.10(a) hereof, the Company and the Purchasers shall use reasonable efforts to amend this Agreement if such amendment (i) would not subject any Purchaser to any unreimbursed cost or expense, (ii) in the reasonable judgment of the Company, would eliminate or reduce amounts

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payable pursuant to Section 10.10(a) hereof in the future and (iii) in the reasonable judgment of such Purchaser, would not otherwise be disadvantageous to such Purchaser. The Company agrees to pay all costs and expenses incurred by any Purchaser in connection with any such amendment.

          10.11.     Confidential Information. The Purchasers acknowledge that as a result of their contractual rights under this Agreement (including Sections 5.5, 5.6 and the Rights Agreement), Purchasers may be given access to non-public, proprietary information with respect to the Company (“Confidential Information”). For purposes hereof, for any Purchaser, Confidential Information does not include, however, information which (a) is or becomes generally available to the public in accordance with law other than as a result of a disclosure by the Purchaser or its directors, managing members, officers, employees, agents, legal counsel, financial advisors, accounting representatives or potential funding sources (“Representatives”) or its Affiliates, subsidiaries or franchisees in violation of this Section 10.11 or any other confidentiality agreement between the Company and such Person, (b) was provided to the Purchaser on a nonconfidential basis and in accordance with law prior to its disclosure by the Company, (c) is provided to the Purchaser on a nonconfidential basis and in accordance with law by a person other than the Company who, to Purchaser’s knowledge, is not otherwise bound by a confidentiality agreement with the Company, or is not otherwise prohibited from transmitting the information to the Purchaser, or (d) was independently developed by the Purchaser. Each Purchaser agrees (i) except as required by law or legal process, to keep all Confidential Information confidential and not to disclose or reveal any such Confidential Information to any person other than those of its Representatives who need to know the Confidential Information for the purpose of evaluating, monitoring or taking any other action with respect to the investment by the Purchaser in the Notes (or the Ordinary Shares into which the Notes are convertible) and to cause those Representatives to observe the terms of this Section 10.11 and (ii) not to use Proprietary Information for any purpose other than in connection with evaluating, monitoring or taking any other action with respect to the investment by the Purchaser in the Notes (or the Ordinary Shares into which the Notes are convertible).

          10.12.     Third Parties. This Agreement does not create any rights, claims or benefits inuring to any person that is not a party hereto nor create or establish any third party beneficiary hereto. 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 Purchaser’s ability to collect any obligation hereunder from the Company.

          10.13.     Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.

          10.14.     Entire Agreement; Amendments. This Agreement and the Nondisclosure Agreement dated July 17, 2002 constitutes the entire agreement between the parties hereto respecting the subject matter hereof and supersedes all prior agreements, negotiations, understandings, representations and statements respecting the subject matter hereof, whether written or oral, including the Summary of Key Terms for Convertible Subordinated Notes. No modification, alteration, waiver or change in any of the terms of this Agreement shall be valid or binding upon the parties hereto unless made in writing and duly executed by the Company and

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Purchasers beneficially holding in the aggregate at least a majority of the principal amount of Notes issued pursuant to this Agreement; provided, that, notwithstanding the foregoing, this Agreement may be amended from time to time without the consent of any other party to include any Permitted Transferee of a Purchaser and a party and a signatory hereto pursuant to Section 7.2 of this Agreement.

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          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

[Signature Page to Note Purchase Agreement]

[Signature Page to Note Purchase Agreement]

[Signature Page to Note Purchase Agreement]

EXHIBIT A

PURCHASERS

EXHIBIT B

Form of Convertible Junior Subordinated Note

CONVERTIBLE JUNIOR SUBORDINATED NOTE

     FOR VALUE RECEIVED, the undersigned, Flextronics International Ltd., a Singapore company (the “Company”), acting through its branch office in Hong Kong, promises to pay to        (the “Investor”), in lawful money of the United States and in immediately available funds (or in Ordinary Shares as provided in Section 2(b)), the principal amount of U.S.$      (the “Face Amount”), all in accordance with the provisions of this Note. The “Issue Date” of this Note is March    , 2003.

     This Note was issued pursuant to the Note Purchase Agreement, dated as of March 2, 2003 (as amended from time to time, the “Agreement”), among the Company and the other parties thereto. Unless the context otherwise requires, as used herein, “Note” means any of the Convertible Subordinated Notes issued pursuant to the Agreement and any other similar convertible subordinated notes issued by the Company in exchange for, or to effect a transfer of, any Note and “Notes” means all such Notes in the aggregate.

     1. Definitions. For purposes of this Note, the following definitions shall be applicable:

     “Affiliate” of any specified person means any other person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified person; for purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and ‘under common control with”), as used with respect to any person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such person, whether through the ownership of voting

securities, by agreement or otherwise. For purposes of this Note, Integral Capital Partners VI, L.P. shall not be considered an Affiliate of Silver Lake, Silver Lake Investors Cayman, L.P. or Silver Lake Technology Investors Cayman, L.P.

     “Articles of Association” means the Memorandum and Articles of Association of the Company, as the same may be amended from time to time.

     “Average Closing Price”, for any period, shall mean the arithmetic mean average of the Closing Prices for each Trading Day in such period, calculated by dividing the sum of the Closing Prices for each Trading Day in the period by the number of Trading Days in the period.

     “Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors.

     “Board of Directors” means the board of directors of the Company.

     “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.

     “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 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 ▇▇▇▇▇ 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 ▇▇▇▇▇’▇ Investors Service, Inc. or Standard & Poor’s Corporation and in each case maturing within six months after the date of acquisition.

     “Change of Control” shall mean the occurrence of any of the following: (i) the consolidation of the Company with, or the merger of the Company with or into, another “person” (as such term is used in Rule 13d-3 and Rule 13d-5 of the Exchange Act), or 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, or the consolidation of another “person” with, or the merger of another “person” into, the Company, other than in each case pursuant to a transaction in which the “persons” that “beneficially owned” (as such term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly or indirectly, the Voting Shares of the Company immediately prior to the transaction “beneficially own”, directly or indirectly, Voting Shares representing at least a majority of the total voting power of all outstanding classes of voting stock of the surviving or transferee person; (ii) the adoption by the Company of a plan relating to the liquidation 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” becomes the “beneficial owner”

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directly or indirectly, of more than 50% of the Voting Shares 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 does not consist of Continuing Directors.

     “Closing Price” of the Ordinary Shares on any day means the last reported sale price regular way on such day or, in the case no such sale takes place on such day, the average of the reported closing bid and asked prices regular way of the Ordinary Shares, in each case as quoted on the NASDAQ National Market or such other principal securities exchange or inter-dealer quotation system on which the Ordinary Shares are then traded.

     “Continuing Director” shall mean, as of any date of determination, any member of the Board of Directors who (i) was a member of the Board of Directors on the Issue Date or was appointed pursuant to the Note Purchase Agreement or (ii) was nominated for election or elected to the Board of Directors with the approval of a majority of the Continuing Directors who were members of the Board of Directors 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 of Directors voting with respect thereto shall at the time have been Continuing Directors.

     “Credit Facility” means the Credit Agreement dated as of March 8, 2002, by and among the Company, certain agents and certain lending institutions party thereto, as amended, modified, renewed, restated, refunded, replaced or refinanced from time to time.

     “Debt” shall mean, 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 banker’s 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 Lease Debt and, to the extent not otherwise included, the Guarantee by such Person of any Debt of any other Person. The amount of any Debt outstanding as of any date shall be (i) the accreted value thereof, in the case of any Debt that does not require current payments of interest or (ii) the principal amount thereof, together with any interest thereon that is more than 30 days past due, in the case of any other Debt.

     “Default” means any event that is or with the passage of time or the giving of notice 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 Holders, 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

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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 Holders; 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; provided, further, that Designated Senior Debt shall never consist of Lease Debt.

     “Equity Interests” means capital shares of the Company and all warrants, options or other rights to acquire capital shares (but excluding any debt security that is convertible into, or exchangeable for, such capital shares).

     “Exchange Act” means the Securities Exchange Act of 1934, as amended.

     “Freely Tradeable Shares” means, with respect to Ordinary Shares issuable upon conversion of the Notes or pursuant to Section 2, Ordinary Shares for which each of the following conditions are met at the time of issuance of such Ordinary Shares to a Holder hereunder (i) (A) a registration statement covering all Registrable Securities (as defined in the Agreement) shall have become effective and shall remain effective, as the case may be, on the Final Maturity Date (in the case of Section 2(b)), the redemption date (in the case of Section 3) or the Conversion Date (in the case of Section 4(c)), as applicable (such date, the “Applicable Date”), in accordance with Section 8.1 of the Agreement and (B) a Suspension Notice shall not be in effect on the Applicable Date and the Company shall have agreed in writing not to deliver to the Holders a Suspension Notice (as defined in the Agreement) for at least 25 Trading Days following the Applicable Date, (iii) the resale of such Ordinary Shares shall not be restricted for at least 25 Trading Days following the Applicable Date by reason of the Company’s restrictions on trading to which the Holder are subject pursuant to the Agreement (including pursuant to Sections 7.1(c) thereof) or pursuant to the policies of the Company applicable to the members of its Board of Directors, and (iv) when issued, the Ordinary Shares shall be listed on the Nasdaq National Market (or such other principal national securities exchange or inter-dealer quotation system on which such shares are then traded).

     “GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession in the United States, which are in effect.

     “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.

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     “Holder” means the Person in whose name this Note is registered in the Company’s Note Register and “Holders” means, collectively, the Persons in whose names all the Notes are registered in the Company’s Note Register.

     “Indenture” shall mean, collectively, the indentures relating to the Company’s 8 3/4 % Senior Subordinated Notes due 2007, 9 7/8% Senior Subordinated Notes due 2010 and its 9 3/4% Senior Subordinated Notes due 2010, as in effect on the date hereof, as each may be amended, modified, renewed, restated, refunded, replaced or refinanced from time to time.

     “Lease Debt” means, with respect to any Person, (i) the amount of any accrued and unpaid obligations of such Person arising under any lease or related document (including a purchase agreement, conditional sale or other title retention agreement) in connection with the lease of real property or improvement thereon (or any personal property included as part of any such lease) which provides that such Person is contractually obligated to purchase or cause a third party to purchase the leased property or pay an agreed upon residual value of the leased property to the lessor (whether or not such lease transaction is characterized as an operating lease or a capitalized lease in accordance with GAAP) and (ii) the guarantee, direct or indirect, in any manner (including, without limitation, letters of credit and reimbursement agreements in respect thereof), of any of the amounts set forth in (i) above.

     “Lien” 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 Chief Executive Officer, any president, the Chief Financial Officer and any vice president of the Company.

     “Officers’ Certificate” means a certificate signed by two Officers.

     “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 Note.

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

     “Restricted Subsidiaries” shall have the meaning contained in the Indenture.

     “Securities Act” means the Securities Act of 1933, as amended.

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     “Senior Debt” means (i) all Debt of the Company outstanding under Credit Facilities and all Hedging Obligations with respect thereto, (ii) all Debt of the Company outstanding under the Indentures, including the Company’s 8 3/4 % Senior Subordinated Notes due 2007, its
9 7/8% Senior Subordinated Notes due 2010 and its 9 3/4% Senior Subordinated Notes due 2010, (iii) 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 Notes, (iv) all Obligations with respect to the foregoing and (v) Lease Debt; 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 Restricted Subsidiaries or other Affiliates or (y) any trade payables.

     “Significant Subsidiary” means any Restricted Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date hereof.

     “Subject Country” shall mean any jurisdiction other than the country of Singapore and the United States of America, or any state thereof or the District of Columbia.

     “Trading Day” means, with respect to the Ordinary Shares, each Monday, Tuesday, Wednesday, Thursday and Friday, other than any day on which securities are not generally traded on the NASDAQ National Market or such other principal securities exchange or inter-dealer quotation system on which the Ordinary Shares is then traded.

     “Voting Shares” of any person means capital shares or capital stock of such Person which ordinarily has voting power for the election of directors (or persons performing similar functions) of such person, whether at all times or only so long as no senior class of securities has such voting power by reason of any contingency.

     2. Payment of Principal of Note.

          (a) No Interest. No interest shall accrue or shall be payable on this Note at any time.

          (b) Scheduled Payment of Principal.

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          Notwithstanding anything to the contrary in this Section 2(b), the Company shall not be permitted to deliver Ordinary Shares to any Holder on the Final Maturity Date unless such Ordinary Shares, when issued to the Holder, will be Freely Tradeable Shares.

          (c) Pro Rata Payment. The Company agrees that any payments to the Holders of the Notes (including, without limitation, upon acceleration pursuant to Section 6) shall be made pro rata among all such Holders based upon the aggregate unpaid principal amount of the Notes held by each such Holder. If any Holder of a Note obtains any payment (whether voluntary, involuntary, by application of offset or otherwise) on such Note in excess of such Holder’s pro rata share of payments obtained by all Holders of the Notes, such Holder shall make payments to the other Holders of the Notes based on such participation in the Notes held by them as is necessary to cause such Holders to share the excess payment ratably among each of them as provided in this Section 2(c).

          (d) Payment of Additional Amounts.

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      3. Optional Redemption.

          (a) Optional Redemption. From and after the three year anniversary of the Issue Date, the Company, at its option, may upon written notice redeem the Notes, in whole but not in part and from all but not less than all the Holders of the Notes, to the extent it has funds legally available therefor, at the redemption price of 100% of the Face Amount thereof; provided that (i) the Company is then permitted (without the necessity of any further approvals or action) to issue the Ordinary Shares upon conversion of the Notes, (ii) the Company shall have complied with its obligations to convert Notes pursuant to the terms of Section 4 hereof during the period of the Redemption Record Date (as defined below) through the Trading Day prior to the redemption date, inclusive, and (iii) the Ordinary Shares then issuable upon conversion of the Notes will be Freely Tradeable Shares. Subject to compliance with the provisions of Section 4, nothing in this Section 3 shall prevent the Holder from converting its Notes at any time prior to the close of business on the Trading Day preceding the redemption of this Note as provided in Section 4(b).

          (b) Payment of Redemption Price.

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      4. Conversion Rights; Adjustments. The Holders of the Notes shall have conversion rights as follows (the “Conversion Rights”):

          (a) Holder’s Right to Convert. i) At any time after the date hereof and provided that all filings by the Holder of this Note, if any, to be made under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, as required with respect to such Holder by Section 5.2 of the Agreement have been made and all related waiting periods applicable to the holder of this Note have expired or have been terminated early (collectively, the “HSR Approval”), the Holder shall have the right to convert the Face Amount of this Note, in whole or in part, at the option of the Holder thereof, at any time and from time to time into a number of fully paid and nonassessable authorized but unissued Ordinary Shares determined by dividing (x) the Face Amount proposed to be converted at such date by (y) the then effective Conversion Price on the Conversion Date (as defined below) (each such conversion, a “Holder’s Optional Conversion”).

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          (b) Company’s Cash-Out Feature. Upon the delivery by the Holder of this Note of notice to the Company of its intent to effect a Holder’s Optional Conversion pursuant to Section 4(a), the Company may, at its option, instead of delivering Ordinary Shares to such Holder in accordance with the Company’s obligations under this Section 4, deliver to such Holder a notice of the Company’s election to deliver cash to the Holder upon conversion (the “Cash-Out Notice”), at the Holder’s address on the Note Register, within one (1) Trading Day of the receipt of the Holder’s conversion notice provided pursuant to Section 4(d)(i); provided, that the Company shall not be permitted to deliver a Cash-Out Notice (and shall not be permitted to deliver cash in lieu of Ordinary Shares pursuant to this Section 4(b)) (A) if the Company has previously delivered a notice of redemption pursuant to Section 3 in respect of the Note being converted or (B) if the Conversion Date is within 30 days of the Final Maturity Date. Following its delivery of the Cash-Out Notice, the Company shall, within three (3) days of the Conversion Date, deliver to the Holder cash in an amount equal to the greater of (i) the product of (w) the number of Ordinary Shares deliverable to such Holder upon such conversion in accordance with the provisions of this Section 4 and (x) the Average Closing Price of the Ordinary Shares for the period consisting of the twenty (20) consecutive Trading Days immediately preceding the third Trading Day prior to the Conversion Date and (ii) the product of (y) the number of Ordinary Shares deliverable to such Holder upon such conversion in accordance with the provisions of this Section 4 and (z) the Closing Price of the Ordinary Shares on the third Trading Day prior to the Conversion Date. The Cash-Out Notice, once delivered by the Company, shall be irrevocable.

          (c) Company’s Right to Force Conversion. At any time or from time to time on or after the first anniversary of the Issue Date and subject to the provisions of this Section 4(c), the Company shall have the right to cause the conversion of all or any part of the Face Amount of this Note into a number of fully paid and nonassessable Ordinary Shares determined by dividing (x) the Face Amount proposed to be converted at such date by (y) the then effective Conversion Price (each such conversion, a “Company’s Forced Conversion”); provided that, in order to effect a Company’s Forced Conversion:

          Notwithstanding the foregoing, the Company shall not be permitted to effect a Company’s Forced Conversion unless the Ordinary Shares then issuable upon conversion of the Notes will be Freely Tradeable Shares.

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     (d)  Mechanics of Conversion.

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          (e) Adjustment for Share Splits and Combinations. If the Company shall at any time or from time to time after the Issue Date effect a subdivision of the outstanding Ordinary Shares, the Conversion Price then in effect immediately before that subdivision shall be proportionately decreased. If the Company shall at any time or from time to time after the Issue Date combine the outstanding Ordinary Shares, the Conversion Price then in effect immediately before the combination shall be proportionately increased. Any adjustment under this paragraph shall become effective at the close of business on the date the subdivision or combination becomes effective.

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          (f) Adjustment for Certain Dividends and Distributions. In the event the Company at any time or from time to time after the Issue Date shall make or issue a dividend or other distribution payable in additional Ordinary Shares, then and in each such event the Conversion Price shall be decreased as of the time of such issuance, by multiplying such Conversion Price by a fraction, the numerator of which shall be the total number of Ordinary Shares outstanding immediately prior to such issuance and the denominator of which shall be the total number of Ordinary Shares outstanding immediately prior to such issuance plus the number of such additional Ordinary Shares issuable in payment of such dividend or distribution.

          (g) Adjustment for Other Dividends and Distributions.

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          (h) Adjustments for Certain Tender Offers. In case any tender offer made by the Company or any of its subsidiaries for Ordinary Shares shall expire, then, immediately prior to the opening of business on the day after the expiration of the tender offer (the “Expiration Date”), the Conversion Price shall be reduced so that the Conversion Price shall thereafter 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, the numerator of which shall be the product of the number of Ordinary Shares outstanding (including Ordinary Shares tendered in the tender offer) on the Expiration Date multiplied by the Closing Price on the Trading Day next succeeding the Expiration Date and the denominator shall be the sum of (i) the aggregate consideration (determined as the sum of the aggregate amount of cash consideration and the aggregate fair market value of any other consideration, which value shall be determined in good faith by the Board of Directors) payable to the holders of Ordinary Shares based on the acceptance of all shares validly tendered and not withdrawn as of the close of business on the Expiration Date (such shares, the “Purchased Shares”) and (ii) the product of (A) the number of Ordinary Shares outstanding (less any Purchased Shares) at the close of business on the Expiration Date and (B) the Closing Price on the Trading Day next succeeding the Expiration Date. Such adjustment shall become effective immediately prior to the opening of business on the Trading Day immediately following the Expiration Date. If the application of this Section 4(h) to any tender offer would result in an increase in the Conversion Price, then no adjustment shall be made pursuant to this Section 4(h).

          (i) Adjustment for Reclassification, Exchange or Substitution. If the Ordinary Shares issuable upon the conversion of the Notes shall be changed into the same or a different number of shares of any class or classes of shares, whether by capital reorganization, reclassification, or otherwise (other than a subdivision or combination of shares, share dividend or reorganization, reclassification, merger, consolidation or asset sale provided for elsewhere in this Section 4), then and in each such event the Holder of each Note (whether then outstanding or thereafter issued) shall have the right thereafter to convert such Note into the kind and amount of shares and other securities and property receivable upon such reorganization, reclassification, or other change, by holders of the number of Ordinary Shares into which all such Notes might have been converted immediately prior to such reorganization, reclassification, or change, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof.

          (j) Reorganizations, Mergers, Consolidations or Asset Sales. If at any time after the Issue Date there is a tender offer, exchange offer, merger, consolidation, recapitalization, sale of all or substantially all of the Company’s assets or reorganization involving the Ordinary Shares (collectively, a “Capital Reorganization”) (other than a merger, consolidation, sale of assets, recapitalization, subdivision, combination, reclassification, exchange or substitution of shares provided for elsewhere in this Section 4), as part of such Capital Reorganization, provision shall be made so that the Holders of Notes will thereafter be entitled to receive upon conversion of the Notes the number of shares or other securities or property of the Company to which a holder of the number of Ordinary Shares deliverable upon conversion immediately prior to such Capital Reorganization would have been entitled on such Capital Reorganization, subject to adjustment in respect to such shares or securities by the terms thereof. In any such case, appropriate adjustment will be made in the application of the provisions of this Section 4 with respect to the rights of the Holders of Notes after the Capital

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Reorganization to the end that the provisions of this Section 4 (including adjustment of the Conversion Price then in effect and the number of shares issuable upon conversion of the Notes) and the provisions of the Agreement (including without limitation Section 8 of the Agreement) will be applicable after that event and be as nearly equivalent as practicable. In the event that the Company is not the surviving entity of any such Capital Reorganization, each Note shall become Notes of such surviving entity, with the same powers, rights and preferences as provided herein.

          (k) No Impairment. The Company will not, by amendment of its Articles of Association or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Section 4 and in the taking of all such action as may be necessary or appropriate in order to protect the conversion rights of the Holders of the Notes against impairment to the extent required hereunder.

          (l) Certificate as to Adjustments or Distributions. Upon the occurrence of each adjustment of the Conversion Price or distribution to holders pursuant to this Section 4, the Company at its expense shall promptly compute such adjustment or distribution in accordance with the terms hereof and furnish to each Holder, if any, of Notes outstanding a certificate setting forth the terms of such adjustment or distribution and showing in detail the facts upon which such adjustment or distribution are based and shall file a copy of such certificate with its corporate records.

          (m) Notice of Record Date. In the event:

     then the Company shall cause to be filed at its principal office, and shall cause to be mailed to the Holders of the Notes at their last addresses as shown on the records of the Company, at least ten (10) days prior to the record date specified in (A) below or twenty (20) days prior to the date specified in (B) below, a notice stating

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     5.     Repurchase Right Upon a Change of Control.

          (a) 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 of its Notes pursuant to an offer as provided in this Section 5 (the “Change of Control Offer”) at an offer price in cash equal to 101% of the Face Amount of its Notes (the “Change of Control Payment”).

          (b) On or before the 30th day after a Change of Control, the Company shall give to all Holders of Notes notice (the “Change of Control Notice”) of the occurrence of the Change of Control and of the Holder’s right to receive the Change of Control Payment arising as a result thereof. Each notice of the Holder’s right to participate in the Change of Control Offer (the “Change of Control Repurchase Right”) shall be mailed to the Holders of the Notes at their last address as shown in the Note Register and shall state:

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     No failure by the Company to give the Change of Control Notice and no defect in any Change of Control Notice shall limit any Holder’s right to exercise its Change of Control Repurchase Right or affect the validity of the proceedings for the repurchase of Notes.

     If any of the foregoing provisions or other provisions of this Section 5 are inconsistent with applicable law, such law shall govern.

          (c) To exercise the Change of Control Repurchase Right, a Holder shall deliver to the Company, on or before the Trading Day immediately prior to the Change of Control Repurchase Date, (i) written notice of the Holder’s exercise of such right, which notice shall set forth the name of the Holder, the Face Amount of Notes held by such Holder to be repurchased, and a statement that an election to exercise the Change of Control Repurchase Right is being made thereby, and (ii) the Notes with respect to which the Change of Control Repurchase Right is being exercised. Such written notice shall be irrevocable, except that the right of the Holder to convert the Notes with respect to which the Change of Control Repurchase Right is being exercised shall continue until midnight (Eastern Time) on the Trading Day immediately preceding the Change of Control Repurchase Date.

          (d) 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 and (ii) deliver cash in the amount of the Change of Control Payment to each Holder in respect of all Notes or portions thereof so tendered. All Notes repurchased by the Company shall be canceled immediately by the Company

          (e) Prior to complying with the provisions of this Section 5, but in any event within ninety (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 Notes required by this Section 5. 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.

          (f) The Company will comply with the requirements of Rule 14e-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.

          (g) Any Note which is to be repurchased only in part shall be surrendered to the Company and the Company shall execute and make available for delivery to the Holder of such Note without service charge, a new Note or Notes, containing identical terms and conditions, each in an authorized denomination in aggregate principal amount equal to and in exchange for the unrepurchased portion of the principal of the Note so surrendered. Any Notes surrendered to the Company pursuant to the provisions of this Section 5 shall be retired and canceled.

          (h) The Company will 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 Section 5 applicable to a

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Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.

     6.     Events of Default.

          (a) Definitions. For purposes of this Note, the following events shall constitute an “Event of Default”:

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          (b) Notice of Compliance. The Company shall be required to deliver to the Holders annually a statement regarding compliance with this Note, and the Company shall be required within 30 days of becoming aware of any Default or Event of Default to deliver to the Holders a statement specifying such Default or Event of Default.

          (c) Acceleration. If any Event of Default occurs and is continuing, the Holders of at least 50% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary, any Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes may on behalf of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal that has become due solely because of the acceleration) have been cured or waived.

          (d) Waiver of Past Defaults. The Holders of a majority in aggregate principal amount of the Notes then outstanding may, on behalf of the Holders of all of the Notes, waive any existing Default or Event of Default and its consequences under this Note except a continuing Default or Event of Default in the payment of the principal of, or premium on, the Notes. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Note, but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.

          (e) Control by Majority. Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available upon an Event of Default.

          (f) Rights of Holders of Notes to Receive Payment. Notwithstanding any other provision of this Note, the right of the Holder of this Note to receive payment of the principal of, and premium on, this Note, on or after the respective due dates expressed in the

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Note (including in connection with a redemption or an offer to purchase), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

     7.     Successors.

          (a) Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another corporation, Person or entity unless:

          (b) Successor Corporation Substituted. Upon any consolidation or merger or any transfer of all or substantially all of the assets of the Company in accordance with Section 7(a) hereof, the successor Person formed by such consolidation or into which the Company is merged or to which such transfer is made shall succeed to and (except in the case of a lease) be substituted for (so that from and after the date of such consolidation, merger or transfer, the provisions of this Note and the Agreement referring to the “Company” shall refer instead to the successor Person and not to the Company), and may exercise every right and power of, the Company under this Note and the Agreement with the same effect as if such successor Person had been named herein as the company, and (except in the case of a lease) the Company shall be released from the obligations under the Notes and the Agreement except with respect to any obligations that arise from, or are related to, such transaction.

          (c) Restrictions upon Reincorporating, Merging or Consolidating into a Subject Country. The Company may not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions (a “Subject Transaction”) to, another corporation, Person or entity unless it satisfies certain conditions. If the surviving or resulting transferee, lessee or successor Person (the “Successor

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Corporation”) in a Subject Transaction is incorporated in a Subject Country, then the Company must satisfy the conditions specified in paragraphs (i), (ii) and (iii) below as promptly as practicable but no later than 60 days following the date of such Subject Transaction:

          In the event of any Subject Transaction in which the Successor Corporation is organized and existing under the laws of a Subject Country, the Company will indemnify and hold harmless the Holder of each Note 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 Notes or any amount paid or payable under any the Notes which, in any such case, would not have been imposed had such Subject Transaction not occurred.

     8. Amendment and Waiver. Except as otherwise expressly provided herein, the provisions of this Note may be amended and the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the written consent of the Holders of at least a majority of the aggregate principal amount then outstanding of the Notes; provided that no such action shall change (i) the amount of Notes whose Holders must consent to an amendment, (ii) reduce the amount of or any provision relating to the scheduled payment of principal of, or premium on, the Notes, (iii) change the time at which any Note may be redeemed or repurchased or amend the conversion rights as set forth under Sections 4 or 5, (iv) alter or adversely affect the rights of any Holder under Section 3, (v) modify the provisions of Section 12 in a manner adverse to the Holders of any Notes, (vi) make any Note payable in any money or at any place other than as stated in the Note, (vii) impair the right of any Holder to receive payments of principal of, or premium on, such Holder’s Notes on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes, or (viii) make any change in the amendment provisions which require each Holder’s consent or in the waiver provisions, in each such case without the consent of the applicable Holder if such change is adverse to such Holder.

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     9.     Place of Payment. Payments of principal and premium, if any, and all notices and other communications to the Investor hereunder or with respect hereto are to be delivered to the Investor at the address identified on Exhibit A to the Agreement or to such other address or to the attention of such other person as specified by prior written notice to the Company, including any transferee of this Note.

     10.     Costs of Collection. In the event that the Company fails to pay when due (including, without limitation upon acceleration in connection with an Event of Default) the full amount of principal and/or premium hereunder, the Company shall indemnify and hold harmless the Holder of any portion of this Note from and against all reasonable costs and expenses incurred in connection with the enforcement of this provision or collection of such principal and premium, including, without limitation, reasonable attorneys’ fees and expenses.

     11.     Waivers. The Company hereby waives presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note.

     12.     Subordination of Notes.

          (a) Notes Subordinated to Senior Debt.

               The Company covenants and agrees, and each Holder of the Notes, by its acceptance thereof, likewise covenants and agrees, that all Notes shall be issued subject to the provisions of this Section 12; and each person holding any Note, whether upon original issue or upon transfer, assignment or exchange thereof, accepts and agrees that the payment of all Obligations on the Notes 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 Note.

          (b) No Payments on Notes in Certain Circumstances.

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          (c) Payment Over of Proceeds upon Dissolution, Etc.

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          (d) Payments May be Made Prior to Dissolution. Nothing contained in this Section 12 or elsewhere in this Note shall prevent the Company, except under the conditions described in Sections 12(b) and 12(c), from making payments at any time for the purpose of making payments of principal of and premium, if any, on the Notes.

          (e) 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 Notes shall be paid in full; and, for the purposes of such subrogation, no

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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 Section 12 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 Section 12 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.

          (f) Obligations of the Company Unconditional. Nothing contained in this Section 12 or elsewhere in this Note is intended to or shall impair, as among the Company, creditors other than the holders of Senior Debt, and the Holders of the Notes, the obligation of the Company, which is absolute and unconditional, to pay to the Holders the principal of and any premium on the Notes 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 from exercising all remedies otherwise permitted by applicable law upon default under this Note, subject to the rights, if any, under this Section 12 of the holders of Senior Debt in respect of cash, property or securities of the Company received upon the exercise of any such remedy.

          (g) Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company referred to in this Section 12, 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 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 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 Section 12.

          (h) Subordination Rights Not Impaired by Acts or Omissions of the Company or a Guarantor or Holders of Senior Debt.

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          (i) Holders’ Agreement to Effectuate Subordination of Securities. Each Holder by its acceptance of the Notes agrees 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 Section 12.

          (j) This Section 12 Not to Prevent Events of Default. The failure to make a payment on account of principal of or premium on the Notes by reason of any provision of this Section 12 will not be construed as preventing the occurrence of an Event of Default.

     13.     Benefits of the Agreement. The Investor and all transferees (to the extent permitted in the Agreement) shall be entitled to the rights and benefits granted to them in the Agreement.

     14.     Registration of Transfer and Exchange Generally.

          (a) Registration, Registration of Transfer and Exchange Generally. The Company shall keep at its principal executive offices a register (the register maintained in such being herein sometimes collectively referred to as the “Note Register”) in which the Company shall provide for the registration of Notes and of transfers and exchanges of Notes.

     Subject to the provisions of the Agreement regarding restrictions on transfer and provided the transferee agrees to be bound by the terms of the Agreement, upon surrender for registration of transfer of any Note at its principal executive office, the Company shall execute and deliver, in the name of the designated transferee or transferees, one or more new Notes in denominations requested by the transferee (which denominations shall not be less than $1,000,000 per Note), of a like aggregate principal amount and bearing such restrictive legends as may be required by law.

     At the option of a Holder, Notes may be exchanged for other Notes of any authorized denominations, of a like aggregate principal amount and bearing such restrictive legends as may be required by law upon surrender of the Notes to be exchanged at the Company’s principal executive offices. Whenever any Notes are so surrendered for exchange, the Company shall execute and make available for delivery the Notes that the Holder making the exchange is entitled to receive.

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

     Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Company) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company, duly executed by the Holder thereof or his attorney duly authorized in writing.

     No service charge shall be made for any registration of transfer or exchange of Notes.

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          (b) Mutilated, Destroyed, Lost and Stolen Notes. If any mutilated Note is surrendered to the Company, the Company shall execute and make available for delivery in exchange therefor a new Note of like tenor and principal amount and bearing a number not contemporaneously outstanding.

     If there shall be delivered to the Company (i) evidence to its reasonable satisfaction of the destruction, loss or theft of any Note and (ii) such security or indemnity as may be required by the Company to save itself harmless, then, in the absence of notice to the Company that such Note has been acquired by a protected purchaser, the Company shall execute and make available for delivery, in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount and bearing a number not contemporaneously outstanding.

     Every new Note issued pursuant to this Section 14 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone.

     The provisions of this Section 14 are 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 Notes.

     15.     Governing Law. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

     16.     Consent to Jurisdiction and Service. (a) The Company hereby irrevocably and unconditionally:

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          (b) The Company agrees that a final judgment in any suit, action or proceeding brought in a court described in Section 16(a)(i) 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 with respect to itself or its property, the Company hereby irrevocably waives such immunity in respect of its obligations under this Note, to the extent permitted by law.

     17.     Hong Kong Branch; Full Recourse Obligations. Notwithstanding anything to the contrary contained herein, all payments of principal and premium, if any, by the Company with respect to the Notes will be made by the Company through its Hong Kong 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 Holder’s ability to collect any Obligation from the Company.

     18.     Notices. Any notices or other communications required or permitted to be given under this Note shall be in writing and shall be deemed to be given when delivered in person or by private courier with receipt, when telefaxed upon confirmation of receipt, or three (3) days after being deposited in the United States mail, first-class, registered or certified, return receipt requested, with postage paid and,

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          Any Person may change the address to which notices and communications to it are to be addressed by notification as provided for herein.

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     IN WITNESS WHEREOF, the Company has executed and delivered this Note on March      , 2003.

EXHIBIT 1

(To be Executed by Registered Holder
in order to Convert Note)

CONVERSION NOTICE
FOR
CONVERTIBLE JUNIOR SUBORDINATED NOTE DUE 2008

     The undersigned, as Holder of the Convertible Junior Subordinated Note due 2008 of FLEXTRONICS INTERNATIONAL LTD., (the “Company”), in the outstanding principal amount of U.S. $     (the “Note”), hereby elects to convert that portion of the outstanding principal amount of the Note shown on the next page into ordinary shares, S$0.01 par value per share (the “Ordinary Shares”), of the Company according to the conditions of the Note, as of the date written below. The undersigned hereby requests that share certificates for the Ordinary Shares to be issued to the undersigned pursuant to this Conversion Notice be issued in the name of, and delivered to, the undersigned or its designee as indicated below. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. No fee will be charged to the Holder for any conversion, except for transfer taxes, if any.

THE COMPUTATION OF THE NUMBER OF ORDINARY SHARES TO
BE RECEIVED IS SET FORTH ON THE ATTACHED PAGE

COMPUTATION OF NUMBER OF COMMON SHARES TO BE RECEIVED

If the conversion is not being settled by DTC, please issue and deliver      certificate(s) for Ordinary Shares in the following amount(s):

Please issue and deliver      new Note(s) in the following amounts:

EXHIBIT C

Matters to be Covered by Opinion of Fenwick & West LLP

EXHIBIT D

Matters to be Covered by Opinion of Singapore Counsel to the Company

EXHIBIT E

Form of Management Rights Letter

Silver Lake Partners Cayman, L.P.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇^▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇

               Re: Management Rights

          To Whom It May Concern:

     In consideration of the acquisition of Convertible Subordinated Notes (the “Notes”) issued by Flextronics International Ltd. (the “Company”) as of the date hereof, the Company hereby agrees that Silver Lake Partners Cayman, L.P. (the “Investor”) shall have the following rights as long as it owns any Notes issued by the Company (or Ordinary Shares issuable upon conversion thereof):

          The Company agrees to consider, in good faith, the recommendations of the Investor or its designated representative in connection with the matters on which it is consulted as described above, recognizing that the ultimate discretion with respect to all such matters shall be retained by the Company.

          The above-mentioned rights are intended to satisfy the requirement of management rights for purposes of qualifying the Investor’s interest in the Notes (or Ordinary Shares issuable upon conversion thereof) as a venture capital investment for purposes of the Department of Labor “plan asset” regulation, 29 C.F.R. § 2510.3-101, and in the event such rights are not satisfactory for such purpose, the Company and the Investor shall reasonably cooperate in good faith to agree upon mutually satisfactory management rights which satisfy such regulation. Notwithstanding the foregoing, in the event that the Investor’s interests in the Company are exchanged, converted or transferred in any manner for or into interests in any other corporation, organization, or similar entity pursuant to any recapitalization of the Company, including, without limitation, any merger of the Company with and into any of its subsidiaries, the Company shall use its reasonable best efforts to provide that a Management Rights Letter in form and substance similar to this letter be executed and delivered to the Investor by such successor company.