EXHIBIT 2.6

SECOND AMENDMENT TO SECOND AMENDED AND RESTATED  REVOLVING TERM CREDIT AGREEMENT

MADE as of March 30, 2004

B E T W E E N:



and



and



RECITALS:

A.Celestica Inc. ("Celestica"), the Subsidiaries of Celestica specified therein as Designated Subsidiaries, CIBC
World Markets, as Joint Lead Arranger and Syndication Agent, RBC Capital Markets, as Joint Lead Arranger and Co-Documentation Agent, Bank of America Securities LLC, as Joint Lead
Arranger and Co-Documentation Agent, The Bank of Nova Scotia, as Administrative Agent, and the financial institutions named therein as Lenders are parties to the Second Amended and
Restated Revolving Term Credit Agreement dated as of December 17, 2002 (as amended by the First Amendment to Second Amended and Restated Revolving Term Credit Agreement dated as of
October 31, 2003, together with all schedules attached thereto, the "Credit Agreement");

B.The parties to the Credit Agreement wish to further amend the Credit Agreement on the terms and conditions set forth
herein.

THEREFORE THIS AGREEMENT WITNESSESthat, in consideration of the premises, the covenants herein contained and other good and valuable
consideration, the parties hereto agree as follows:

ARTICLE 1  INTERPRETATION

1.1   Definitions

Capitalized terms used in this Agreement and not otherwise defined shall have the respective meanings attributed to them in the Credit Agreement, and:



1.2   Headings

The division of this Agreement into Articles and Sections and the insertion of headings is for convenience of reference only and shall not affect the construction
or interpretation hereof. The terms"this Agreement",

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"hereof","hereunder"and similar expressions refer to this Agreement and not to any particular Article, Section, paragraph or
other portion hereof and include any agreement supplemental hereto.

1.3   Extended Meanings

Words importing the singular number only shall include the plural andvice versa, and words importing any gender
shall include all genders.

1.4   Cross References

Unless otherwise specified, references in this Agreement to any Article or Section are references to such Article or Section of this Agreement, and unless
otherwise specified, references in the Article, Section or definition to any Clause are references to such Clause of such Article, Section or definition.

1.5   Reference to Administrative Agent or Lenders

Any reference in this Agreement to the Administrative Agent or a Lender shall be construed so as to include its permitted successors, transferees or assigns under
the Credit Agreement in accordance with their respective interests.

1.6   Severability

In the event that one or more of the provisions contained in this Agreement shall be invalid, illegal or unenforceable in any respect under any Applicable Law,
the validity, legality or enforceability of the remaining provisions hereof shall not be affected or impaired thereby.

1.7   References to Agreements

Except as otherwise provided herein, any reference herein to this Agreement, the Credit Agreement and any other Loan Document or any other agreement or document
shall be construed to be a reference to this Agreement, the Credit Agreement or such Loan Document or such other agreement or document, as the case may be, as the same may have been, or may from time
to time be, amended, restated, extended, supplemented or replaced.

1.8   Effect on the Credit Agreement

On and after the date of this Agreement, each reference in the Credit Agreement to "this Agreement" and each reference to the Credit Agreement in the Loan
Documents and any and all other agreements, documents and instruments delivered by any of the Lenders, the Administrative Agent, the Borrowers, the Guarantors or any other Person shall mean and be a
reference to the Credit Agreement as amended by this Agreement. Except as specifically amended by this amending agreement, the Credit Agreement shall remain in full force and effect and is hereby
ratified and confirmed.

ARTICLE 2  AMENDMENTS

2.1   Letters of Credit





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2.2   Permitted Encumbrances



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ARTICLE 3  CONDITIONS PRECEDENT

3.1   Conditions for Closing

The effectiveness of this Agreement is conditional upon satisfaction of the following conditions, which shall be satisfied by the Borrowers contemporaneously with
their execution and delivery of this Agreement:



3.2   Conditions for Material Restricted Subsidiaries

The following conditions shall be satisfied by the Material Restricted Subsidiaries within forty-five (45) days of the date of this Agreement,
or such later date as the Administrative Agent, for and on behalf of the Lenders, may agree:



The
conditions set forth in this Article 3 are inserted for the sole benefit of the Lenders and may be waived by the Administrative Agent on behalf of the Lenders in whole or in
part, with or without terms or conditions.

ARTICLE 4  REPRESENTATIONS AND WARRANTIES

4.1   Representations and Warranties

Each Borrower represents and warrants to the Administrative Agent and the Lenders, and acknowledges that the Administrative Agent and the Lenders are relying upon
such representations and warranties, that as of the date of this Agreement:



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ARTICLE 5  GENERAL

5.1   Survival

All covenants, agreements, representations and warranties made herein or in the Credit Agreement or in certificates delivered in connection with the Credit
Agreement by or on behalf of the Borrowers and each Guarantor shall survive the execution and delivery of this Agreement and shall continue in full force and effect so long as there is any obligation
of the Borrowers and each Guarantor to the Agents and the Lenders under the Credit Agreement.

5.2   Benefit of the Agreement

This Agreement shall enure to the benefit of and be binding upon the successors and permitted assigns of the Borrowers and the successors and permitted assigns of
the Administrative Agent and the Lenders.

5.3   Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. The
Administrative Agent, Lenders and Borrowers agree that any legal suit, action or proceeding arising out of this Agreement, the Credit Agreement or any Loan Document may be instituted in the courts of
the Province of Ontario, and the Administrative Agent, Lenders and Borrowers hereby accept and irrevocably submit to the nonexclusive jurisdiction of said courts and acknowledge their competence and
agree to be bound by any judgment thereof.

5.4   Further Assurances

Each Obligor shall promptly cure any default in its execution and delivery of this Agreement or in any of the other instruments referred to or contemplated herein
to which it is a party. Each Obligor, at its expense, will promptly execute and deliver, or cause to be executed and delivered, to the Administrative Agent, upon request, all such other and further
documents, agreements, certificates and instruments in compliance with, or accomplishment of the covenants and agreements of such Obligor hereunder or more fully to state the
obligations of such Obligor as set out herein or to make any recording, file any notice or obtain any consents, all as may be necessary or appropriate in connection therewith.

5.5   No Waiver, etc.

The execution, delivery and effectiveness of this Agreement shall not, except as expressly provided, operate as a waiver of any right, power or remedy of the
Administrative Agent or any of the Lenders under any of the Loan Documents nor constitute a waiver of any provision of any of the Loan Documents, and shall not be deemed to prejudice any rights which
the Administrative Agent or Lenders may have, and except as expressly amended, waived or consented to herein, the Credit Agreement shall be unmodified and shall continue to be in full force and effect
in accordance with its terms.

5.6   Execution in Counterparts

This Agreement may be executed in counterparts, each of which shall be considered an original and all of which taken together shall constitute a single agreement.

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IN WITNESS WHEREOFthe Borrowers, the Lenders and the Administrative Agent have executed this Agreement.

| |                |  |                                     
| | -------------- |  | ------------------------------------
| | CELESTICA INC.
| | By:            |  | /s/ELIZABETH DELBIANCO              
| |                |  | Name: Elizabeth DelBianco           
| |                |  | Title: General Counsel and Secretary
| |                |  |                                     
| | By:            |  | /s/PAUL NICOLETTI                   
| |                |  | Name: Paul Nicoletti                
| |                |  | Title: Vice-President and Treasurer 

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| | CELESTICA INTERNATIONAL INC.
| | ----------------------------
| | By:                         
| |                             
| |                             
| |                             
| | By:                         
| |                             
| |                             

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| | THE BANK OF NOVA SCOTIA,
as Administrative Agent
| | ------------------------------------------------
| | By:                                             
| |                                                 
| |                                                 
| |                                                 
| | By:                                             
| |                                                 
| |                                                 

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Signature
Page for Canadian Imperial Bank of Commerce, as Lender

| | CANADIAN IMPERIAL BANK OF COMMERCE
| | ----------------------------------
| | By:                               
| |                                   
| |                                   
| | By:                               
| |                                   
| |                                   

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Signature
Page for Bank of America, National Association, Canada Branch, as Lender

| | BANK OF AMERICA, NATIONAL
ASSOCIATION, CANADA BRANCH
| | ----------------------------------------------------
| | By:                                                 
| |                                                     
| |                                                     
| |                                                     
| | By:                                                 
| |                                                     
| |                                                     

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Signature
Page for Royal Bank of Canada, as Lender

| | ROYAL BANK OF CANADA
| | --------------------
| | By:                 
| |                     
| |                     
| |                     
| | By:                 
| |                     
| |                     

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Signature
Page for Export Development Canada, as Lender

| | EXPORT DEVELOPMENT CANADA
| | -------------------------
| | By:                      
| |                          
| |                          
| |                          
| | By:                      
| |                          
| |                          

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Signature
Page for The Bank of Nova Scotia, as Lender

| | THE BANK OF NOVA SCOTIA
| | -----------------------
| | By:                    
| |                        
| |                        
| |                        
| | By:                    
| |                        
| |                        

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Signature
Page for Bank of Tokyo-Mitsubishi (Canada), as Lender

| | BANK OF TOKYO-MITSUBISHI (CANADA)
| | ---------------------------------
| | By:                              
| |                                  
| |                                  

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Signature
Page for Deutsche Bank AG, Canada Branch, as Lender

| | DEUTSCHE BANK AG, CANADA BRANCH
| | -------------------------------
| | By:                            
| |                                
| |                                
| |                                
| | By:                            
| |                                
| |                                

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Signature
Page for Keybank National Association, as Lender

| | KEYBANK NATIONAL ASSOCIATION
| | ----------------------------
| | By:                         
| |                             
| |                             

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Signature
Page for National Bank of Canada, as Lender

| | NATIONAL BANK OF CANADA
| | -----------------------
| | By:                    
| |                        
| |                        
| |                        
| | By:                    
| |                        
| |                        

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| | CITIBANK N.A., CANADA BRANCH, as
Lender pursuant to the Four Year Credit Agreement
| | ----------------------------------------------------------------------------------
| | By:                                                                               
| |                                                                                   
| |                                                                                   
| |                                                                                   
| | By:                                                                               
| |                                                                                   
| |                                                                                   

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Signature
Page for Congress Financial Corporation (Canada), as Lender

| | CONGRESS FINANCIAL CORPORATION (CANADA)
| | ---------------------------------------
| | By:                                    
| |                                        
| |                                        
| |                                        
| | By:                                    
| |                                        
| |                                        

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Signature
Page for Lehman Commercial Paper Inc., as Lender

| | LEHMAN COMMERCIAL PAPER INC.
| | ----------------------------
| | By:                         
| |                             
| |                             
| |                             
| | By:                         
| |                             
| |                             

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