EXHIBIT
2.7  EXECUTION COPY  FIFTH AMENDED AND RESTATED
REVOLVING TERM CREDIT AGREEMENT  CELESTICA
INC. AND THE SUBSIDIARIES SPECIFIED AS
DESIGNATED SUBSIDIARIES HEREIN,
as Borrowers  - and-  CIBC
WORLD MARKETS,
as Co-Lead Arranger and Bookrunner  -
and -  RBC
CAPITAL MARKETS,
as Co-Lead Arranger and Co-Syndication Agent  -
and -  CANADIAN
IMPERIAL BANK OF COMMERCE,
as Administrative Agent  -
and -  BANC
OF AMERICA SECURITIES LLC
as Co-Syndication Agent  -
and -  THE
FINANCIAL INSTITUTIONS NAMED IN SCHEDULE A,
as Lenders  UP
TO U.S.$200,000,000
REVOLVING TERM CREDIT FACILITY  Made
as of April 7, 2009


TABLE OF CONTENTS  PageARTICLE 1INTERPRETATION
  21.1
  Definitions
  21.2
  Headings
  251.3
  Use of
  Defined Terms
  251.4
  Extended
  Meanings
  251.5
  Cross
  References
  261.6
  Reference to
  Agents or Lenders
  261.7
  Accounting
  Terms
  261.8
  Consolidated
  Financial Statements and Consolidated Accounts
  261.9
  Non-Banking
  Days
  261.10
  References
  to Time of Day
  271.11
  Severability
  271.12
  Currency
  271.13
  References
  to Statutes
  271.14
  References
  to Agreements
  271.15
  Consents and
  Approvals
  271.16
  Schedules
  27ARTICLE 2THE FACILITY
  282.1
  Establishment
  of the Facility
  282.2
  Purpose,
  Nature and Term of the Facility
  282.3
  Availability
  of Advances
  292.4
  Lenders
  Obligations
  302.5
  Repayment of
  Advances by Former Designated Subsidiaries
  312.6
  Repayment of
  Facility
  312.7
  Payments/Cancellation
  or Reduction
  322.8
  Maturity
  Date
  332.9
  Interest on
  Prime Rate Advances
  332.10
  Interest on
  Base Rate Canada Advances
  332.11
  [Intentionally
  Deleted]
  342.12
  LIBOR
  Advances
  342.13
  Method and
  Place of Payment
  352.14
  Fees
  362.15
  Conversion
  Options
  362.16
  Execution of
  Notices
  372.17
  Evidence of
  Indebtedness
  372.18
  Interest on
  Unpaid Costs and Expenses
  382.19
  Criminal
  Rate of Interest
  382.20
  Compliance
  with the Interest Act (Canada)
  382.21
  Nominal Rate
  of Interest
  382.22
  Swing Line
  Facility
  38  i


TABLE OF CONTENTS (continued)  Page2.23
  Defaulting
  Lender
  412.24
  Replacement
  and Removal of Defaulting Lender
  42ARTICLE 3LETTERS OF CREDIT
  433.1
  Issuance
  Request
  433.2
  Issuances
  443.3
  Other
  Lenders Participation
  443.4
  Reimbursement
  453.5
  Deemed
  Disbursements
  463.6
  Nature of
  Reimbursement Obligations
  473.7
  Indemnity
  for Costs
  473.8
  Fees
  48ARTICLE 4BANKERS ACCEPTANCES AND ACCEPTANCE NOTES
  484.1
  Funding of
  Bankers Acceptances
  484.2
  Acceptance
  Fees
  494.3
  Presigned
  Draft Forms
  494.4
  Term and
  Interest Periods
  504.5
  Payment on
  Maturity
  504.6
  Waiver of
  Days of Grace
  514.7
  Special
  Provisions Relating to Acceptance Notes
  514.8
  No Market
  51ARTICLE 5CHANGE OF CIRCUMSTANCES AND INDEMNIFICATION
  525.1
  Intentionally
  Deleted
  525.2
  Increased
  Costs
  525.3
  Illegality
  535.4
  Mitigation
  535.5
  Taxes
  555.6
  Tax Refund
  57ARTICLE 6CONDITIONS PRECEDENT
  576.1
  Conditions
  for Closing
  576.2
  Conditions
  for First Drawdown
  596.3
  Conditions
  for Subsequent Drawdowns
  606.4
  Conditions
  for Certain Material Restricted Subsidiaries and Restricted Subsidiaries
  61ARTICLE 7PROVISIONS RELATING TO SUBSIDIARIES
  61  ii


TABLE OF CONTENTS (continued)  Page7.1
  Designated
  Subsidiaries
  617.2
  Intentionally
  Deleted
  647.3
  Material
  Restricted Subsidiaries to Provide Guarantees
  647.4
  Unrestricted
  Subsidiaries
  64ARTICLE 8REPRESENTATIONS AND WARRANTIES
  658.1
  Representations
  and Warranties
  658.2
  Survival of
  Representations and Warranties
  698.3
  Deemed
  Repetition of Representations and Warranties
  698.4
  Guarantees
  from Chinese Material Restricted Subsidiaries
  70ARTICLE 9COVENANTS
  709.1
  Affirmative
  Covenants
  709.2
  Negative
  Covenants
  799.3
  Financial Covenants
  82ARTICLE 10DEFAULT AND ACCELERATION
  8210.1
  Events of
  Default
  8210.2
  Acceleration
  8510.3
  Remedies
  with Respect to Bankers Acceptance Advances and Letters of Credit
  8610.4
  Remedies
  Cumulative and Waivers
  8610.5
  Suspension
  of Lenders Obligations
  8710.6
  Application
  of Payments After an Event of Default
  87ARTICLE 11THE ADMINISTRATIVE AGENT AND ADMINISTRATION OF THE
  FACILITY
  8811.1
  Authorization
  of Action
  8811.2
  Procedure
  for Making Advances
  8811.3
  Remittance
  of Payments
  9011.4
  Redistribution
  of Payment
  9011.5
  Duties and
  Obligations
  9111.6
  Prompt
  Notice to the Lenders
  9211.7
  Agents
  Authority
  9211.8
  Lenders
  Independent Credit Decision
  9311.9
  Indemnification
  9311.10
  Successor
  Agent
  9311.11
  Taking and
  Enforcement of Remedies
  9411.12
  Reliance
  Upon Lenders
  9511.13
  Reliance
  upon Administrative Agent
  95  iii


TABLE OF CONTENTS (continued)  Page11.14
  Replacement
  of Cancelled Commitments
  9511.15
  Disclosure
  of Information
  9611.16
  Adjustments
  of Rateable Portions
  97ARTICLE 12COSTS, EXPENSES AND INDEMNIFICATION
  9812.1
  Costs and
  Expenses
  9812.2
  Indemnification
  by the Borrowers
  9812.3
  Funds
  9912.4
  General
  Indemnity
  9912.5
  Environmental
  Claims
  101ARTICLE 13GENERAL
  10213.1
  Term
  10213.2
  Survival
  10213.3
  Benefit of
  the Agreement
  10213.4
  Notices
  10213.5
  Amendment
  and Waiver
  10313.6
  Governing
  Law
  10413.7
  Further
  Assurances
  10413.8
  Enforcement
  and Waiver by the Lenders
  10413.9
  Execution in
  Counterparts
  10513.10
  Assignment
  by the Borrowers
  10513.11
  Assignments
  and Transfers by a Lender
  10513.12
  Certain
  Requirements in Respect of Merger, Etc.
  10713.13
  Set-Off
  10913.14
  Time of the
  Essence
  11013.15
  Advertisements
  11013.16
  Judgement Currency
  110  iv


FIFTH AMENDED AND RESTATED
REVOLVING TERM CREDIT AGREEMENT  MADEas of April 7, 2009.  B E T W E E N:  CELESTICA
INC.,a corporation incorporated under the laws of the Province of Ontario,  - and -  THE
SUBSIDIARIES OF CELESTICA INC. SPECIFIED HEREIN AS DESIGNATED SUBSIDIARIES,  - and -  CIBC
WORLD MARKETS,as Co-Lead Arranger,  - and -  RBC
CAPITAL MARKETS,as Co-Lead Arranger and Co-Syndication Agent,  - and -  CANADIAN
IMPERIAL BANK OF COMMERCE,a Canadian chartered bank, as Administrative Agent,  - and -  BANC
OF AMERICA SECURITIES LLCas Co-Syndication Agent  - and -  THE
FINANCIAL INSTITUTIONS NAMED IN SCHEDULE
A, as
Lenders.  WHEREASCelestica Inc., the
Subsidiaries of Celestica Inc. designated therein as Designated Subsidiaries,
CIBC World Markets, as Joint-Lead Arranger, RBC Capital Markets, as Joint-Lead
Arranger and Co-Syndication Agent, Canadian Imperial Bank of Commerce as
Administrative Agent, Banc of America Securities LLC, as Co-Syndication Agent
and the financial institutions named therein as the Lenders are parties to a
Fourth Amended and Restated Revolving Term Credit Agreement dated as of April 12,
2007 (the Existing Credit Agreement), which
amended and restated a Third Amended and Restated Revolving Term Credit
Agreement dated as of June 4, 2004 between Celestica Inc., the
Subsidiaries of Celestica Inc. designated therein as Designated Subsidiaries,
Canadian Imperial Bank of Commerce, as the Administrative Agent,


CIBC World Markets as, Joint-Lead Arranger,
RBC Capital Markets, as Joint-Lead Arranger and Co-Syndication Agent, Banc of
America Securities LLC as Co-Syndication Agent, The Bank of Nova Scotia, as
Documentation Agent, and the financial institutions named therein as the
Lenders which amended and restated a 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 and by the Second Amendment to Second Amended and
Restated Revolving Term Credit Agreement dated as of March 30, 2004)
between Celestica Inc., the Subsidiaries of Celestica Inc. designated therein
as Designated Subsidiaries, The Bank of Nova Scotia as the Administrative
Agent, CIBC World Markets, as Joint-Lead Arranger and Syndication Agent, RBC
Capital Markets and Banc of America Securities LLC, as Joint-Lead Arrangers and
Co-Documentation Agents, and the financial institutions named therein as the
Lenders, which amended and restated an Amended and Restated Revolving Term
Credit Agreement dated as of June 8, 2001 among Celestica Inc., the
Subsidiaries of Celestica Inc. designated therein as Designated Subsidiaries,
The Bank of Nova Scotia, as the Administrative Agent, the Canadian Facility
Agent, the U.S. Facility Agent and the U.K. Facility Agent and the financial
institutions named therein as the Lenders, which amended and restated a Credit
Agreement among Celestica Inc., the Subsidiaries of Celestica Inc. designated
therein as Designated Subsidiaries, The Bank of Nova Scotia as the
Administrative Agent, the Canadian Facility Agent, the U.S. Facility Agent and
the U.K. Facility Agent and the financial institutions named therein as the
Lenders dated as of April 22, 1999;  AND WHEREASthe parties hereto wish to
amend and restate the Existing Credit Agreement on the terms set forth herein;  NOW THEREFORE THIS AGREEMENT
WITNESSESthat, in consideration of the premises, the covenants herein contained and
other valuable consideration, the parties hereto agree as follows:  ARTICLE 1
INTERPRETATION  1.1Definitions  In this Agreement:  Acceptance Note
means a non-interest bearing promissory note of a Borrower substantially in the
form of Schedule L delivered to a Lender in the circumstances set out in Section 4.7(a);  Acquired Indebtedness
means Indebtedness of any Person (i) which is outstanding at the time that
such Person becomes a Restricted Subsidiary or is amalgamated with, or merged
with or into, a Borrower or a Restricted Subsidiary; or (ii) which is
outstanding at the time that assets of a Person are acquired by a Borrower or a
Restricted Subsidiary and the obligation for repayment of which is assumed by
such Borrower or Restricted Subsidiary in connection with the acquisition of
such assets;  Additional Compensation
has the meaning specified in Section 5.2;  Administrative Agent
means Canadian Imperial Bank of Commerce when acting in its capacity as
administrative agent hereunder;  2


Advance means
a Prime Rate Advance, a Bankers Acceptance Advance, a LIBOR Advance, or a Base
Rate Canada Advance made by the Lenders or a Lender, as applicable, or the
issuance of a Letter of Credit and Advances means
all of them;  Affected Lender
has the meaning specified in Section 5.4(b);  Affiliate
means an affiliated body corporate and, for the purposes of this Agreement, (i) one
body corporate is affiliated with another body corporate if one such body
corporate is the Subsidiary of the other or both are Subsidiaries of the same
body corporate or each of them is controlled by the same Person and (ii) if
two bodies corporate are affiliated with the same body corporate at the same
time, they are deemed to be affiliated with each other; for greater certainty
for the purposes of this definition, body corporate
shall include a Canadian chartered bank;  Agents means
the Administrative Agent and the Co-Syndication Agents and Agent shall mean any one of them;  Agreement
means this agreement and all Schedules attached hereto as the same may be
amended, restated, replaced or superseded from time to time;  Applicable Law
means, with respect to any Person, property, transaction or event, all
applicable laws, statutes, rules, regulations, codes, treaties, conventions,
judgments, orders, awards or determinations of courts, arbitrators or
mediators, and decrees in any applicable jurisdiction which are binding on such
Person, property, transaction or event;  Applicable Margin
shall have the meaning specified in Schedule C;  Approved Credit Rating
Agency means any one of Standard & Poors, Moodys and any
other similar agency agreed to by Celestica and the Administrative Agent;  Arms Length
has the meaning ascribed thereto under the Income Tax Act(Canada)
in effect as of the date hereof;  Assenting Lender
has the meaning specified in Section 5.4(b);  Available Swing Line
Commitment means the monetary amount which is the commitment of the
Swing Line Lender as may be increased or decreased from time to time pursuant
to Section 2.22(j);  Bankers Acceptance
means a draft or other bill of exchange in Canadian Dollars including, without
limitation, a depository bill subject to the Depository
Bills and Notes Act (Canada), drawn by Celestica or a Canadian
Designated Subsidiary and accepted by a Lender in accordance with Article 4;  Bankers Acceptance
Advance means the advance of funds to a Borrower by way of creation
and issuance of Bankers Acceptances or by way of the issuance of an Acceptance
Note, in each case in accordance with the provisions of Article 4;  Banking Day
means a day, other than a Saturday or a Sunday and, where used in the context
of a notice, delivery, payment or other communication addressed to the
Administrative Agent,  3


which is also a day on which banks are not
required or authorized to close in Toronto, Canada and:  (i)in the case of Base Rate
Canada Advances in United States Dollars, which is also a day on which banks
are not required or authorized to close in New York, New York; or  (ii)in the case of LIBOR Advances
in United States Dollars, which is also a day on which banks are not required
or authorized to close in New York, New York or London, England, or which is a
day on which dealings are carried on in the London interbank market;  Base Rate Canada  means, on any day on which such rate is
determined, the greater of (i) the variable rate of interest per annum,
expressed on the basis of a year of 365 or 366 days, as the case may be, established
or quoted from time to time by the Administrative Agent as the reference rate
of interest then in effect for determining interest rates on United States
Dollar denominated commercial loans made by it in Canada; and (ii) the
Federal Funds Effective Rate plus 1⁄2 of 1% per annum;  Base Rate Canada Advance
means a loan made by the Lenders to a Borrower on which interest is payable
based on the Base Rate Canada plus the Applicable Margin;  Borrowers Counsel
means Davies Ward Philips & Vineberg LLP, Toronto, Ontario or such
other firm of legal counsel as the Borrowers may from time to time designate;  Borrowers
means Celestica and each Designated Subsidiary from time to time and their
respective permitted successors and assigns and Borrower
means any of them;  Business means
the business of:  (a)conducting a broad range of
electronics manufacturing services, including front end design and product
development, manufacturing, assembly and testing of printed circuit boards,
printed circuit board assembly, backplanes, electro-mechanical sub-assembly,
memory modules, photonics, opto-electronic assembly, full system assembly,
product testing, quality assurance, failure analysis, packaging and direct
order fulfilment, after market service and support, and other related
manufacturing services;  (b)a full range of supply chain
management services such as materials procurement, inventory management,
logistics, packaging, distribution, after-market support and refurbishment;  (c)design services including concept
and product design, product documentation and data management, prototype
services, product qualification, design for manufacturability and new product
introduction;  (d)the design, production,
distribution and sale of reference designs and power products; and  4


(e)any incidental businesses
conducted by businesses acquired by a Borrower or a Restricted Subsidiary whose
principal business involves one or more of the businesses described in
paragraphs (a) through (d) of this definition;  Canadian BA Rate
means, for a particular term, the discount rate per annum, calculated on the
basis of a year of 365 days, for Canadian Dollar Bankers Acceptances having
such term:  (a)in respect of the Bankers
Acceptances to be accepted by a Schedule I Lender, that appears as the CDOR
average rate on the display page designated as the CDOR page (or any
replacement page) by Reuters Money Market Service (or its successor) as of
10:00 a.m. (Toronto, Canada time) on the first day of such term; and  (b)in respect of the Bankers
Acceptances or Acceptance Notes to be accepted by a Non-Schedule I Lender, as
are quoted by such Non-Schedule I Lender as of 10:00 a.m. (Toronto, Canada
time) on the first day of such term, provided that such quoted rate shall in no
event exceed the rate determined for Bankers Acceptances accepted by a
Schedule I Lender pursuant to paragraph (a) of this definition plus ten
basis points, each as determined by the Administrative Agent.  Canadian Dollars
and Cdn.$ mean the lawful currency of
Canada in immediately available funds;  Canadian Designated
Subsidiary means a Designated Subsidiary, (a) which was
incorporated, continued, amalgamated or otherwise created in accordance with
and continues to be governed by the laws of a Province of Canada or the federal
laws of Canada and which is domiciled in Canada; and (b) which has
satisfied and complied with the terms of Section 7.1(b);  Capital Lease
means any leasing or similar arrangement which, in accordance with GAAP, would
be classified a capital lease;  Capital Lease Obligations
means all monetary obligations of Celestica or a Subsidiary under a Capital
Lease and for the purposes of this Agreement and each other Loan Document, the
amount of such obligations shall be the capitalized amount thereof, determined
in accordance with GAAP;  Cash and Cash Equivalents
means cash (including balances in bank accounts) or investments in the
following:  (a)direct obligations issued or
unconditionally guaranteed by the government of Canada or the United States of
America or issued by any agency or instrumentality thereof and backed by the
full faith and credit of the government of Canada or the United States of
America;  (b)certificates of deposit, time
deposits or bankers acceptances issued by any major chartered bank or any
other domestic or foreign commercial bank with a combined capital surplus of
Cdn. $1 billion or the Equivalent Amount thereof and whose long term unsecured
and unguaranteed debt is rated by Standard & Poors, Moodys or any
other Approved Credit Rating Agency at a grade at least equal to  5


any Non-Defaulting Lenders credit rating,
with respect to long term unsecured and unguaranteed debt, provided by Standard &
Poors, Moodys and such other Approved Credit Rating Agency, respectively;  (c)corporate and other bonds
rated at least AA- (or the then equivalent grade) by Standard & Poors;
and at least Aa3 (or the then equivalent grade) by Moodys.  Celestica
means Celestica Inc., a corporation duly incorporated, organized and subsisting
under the laws of the Province of Ontario, and any successor or continuing
corporation;  Celestica International
means Celestica International Inc., a corporation duly incorporated, organized
and subsisting under the laws of the Province of Ontario, and any
successor  or continuing corporation;  CERCLA means
the United States Comprehensive Environmental Response,
Compensation and Liability Act of 1980;  CERCLIS means
the United States Comprehensive Environmental Response Compensation Liability
Information System List;  Chinese Material
Restricted Subsidiary has the meaning specified in Section 8.4(a);  CIBC means
Canadian Imperial Bank of Commerce, a Canadian chartered bank;  Claims has the
meaning specified in Section 12.4(a);  Closing means
the satisfaction of the conditions precedent set out in Section 6.1;  Closing Date
means the date of Closing;  Co-Lead Arrangers
means CIBC World Markets and RBC Capital Markets;  Code means the
United States Internal Revenue Code of 1986;  Commitment
means the commitment of each Lender to loan a portion of the aggregate amount
of the Facility, in the amount set opposite its name in Schedule B, as such
Schedule B may be amended by a Transfer Notice pursuant to Section 13.11;  Consent Designated
Subsidiaries means a Designated Subsidiary; (a) which was not
incorporated, continued, amalgamated or otherwise created in accordance with
the laws of a Province of Canada or the federal laws of Canada; and (b) which
has satisfied and complied with the terms of Section 7.1(c);  Contingent Liability
means any agreement, undertaking or arrangement by which any Person guarantees,
endorses or otherwise becomes or is contingently liable for the Indebtedness of
any other Person, such Indebtedness being any of the types referred to in
paragraphs (a), (b), (c), (e), (f) and (g) of the definition of Indebtedness
(in the case of paragraphs (f) and (g), only to the extent that the
Indebtedness described in such paragraphs comprises or relates to Indebtedness
of the types referred to in paragraphs (a), (b), (c) and (e) of the definition
of Indebtedness);  6


control means,
with respect to control of a body corporate by a Person, the holding (other
than by way of security only) by or for the benefit of that Person, or
Affiliates of that Person of securities of such body corporate or the right to
vote or direct the voting of securities of such body corporate to which, in the
aggregate, are attached more than 50% of the votes that may be cast to elect
directors of the body corporate, provided that the votes attached to those
securities are sufficient, if exercised, to elect a majority of the directors
of the body corporate;  Controlled Group
means all members of a controlled group of corporations and all members of a
controlled group of trades or business (whether or not incorporated) under
common control which, together with the Borrowers, are treated as a single
employer under Section 414(b) or Section 414(c) of the
Code;  Conversion
means the conversion of one type of Advance into another type of Advance
pursuant to Section 2.15;  Conversion Notice
means a notice substantially in the form set out in Schedule E;  Corporate Reorganization
has the meaning specified in Section 13.12;  DB Receivables Purchase
Agreement means the revolving trade receivables purchase agreement
dated as of November 23, 2005 among Celestica, Celestica Corporation,
Celestica Raječko s.r.o., Celestica Holdings Pte Ltd., Celestica Valencia
S.A., Celestica Hong Kong Ltd., each of the purchasers listed therein and
Deutsche Bank AG New York Branch, as the same may be amended, restated,
supplemented or modified from time to time;  Debt Rating
means, at any time, Celesticas issuer credit rating provided by Standard &
Poors, or Celesticas senior implied rating provided by Moodys, or the
equivalent rating provided by any other Approved Credit Rating Agency;  Debt Rating Downgrade
means the Debt Rating of Celestica being downgraded to below BB+ by Standard &
Poors or Ba1 by Moodys;  Debt Rating Upgrade
means the Debt Rating of Celestica being upgraded to BBB- by Standard &
Poors and Baa3 by Moodys or better;  Default means
an event which, with the giving of notice or the passage of time or the making
of any determination or any combination thereof as provided for herein, would
constitute an Event of Default;  Defaulting Lender
means any Lender that (i) has failed to fund any portion of any Advance,
participations in Letters of Credit or participations in Swing Line Advances
required to be funded by it hereunder within one (1) Banking Day of the
date required to be funded by it hereunder, unless the subject of a good faith
dispute (or a good faith dispute that is subsequently cured), (ii) has
notified the Borrower, the Administrative Agent, the Issuing Bank or the Swing
Line Lender in writing that it does not intend to comply with its funding
obligations under this Agreement or has made a public statement to the effect
that it does not intend to comply with its funding obligations under this
Agreement, (iii) has failed, within two (2) Banking Days after
written request by the Administrative Agent, to provide written confirmation
that it will comply with the terms of this Agreement relating to its
obligations to fund participations in then  7


outstanding Letters of Credit or Swing Line
Advances, (iv) has otherwise failed to pay over to the Administrative
Agent or any other Lender any other amount required to be paid by it hereunder
within two (2) Banking Days of the date when due, unless the subject of a
good faith dispute (or a good faith dispute that is subsequently cured) or (v) is
unable to meet its obligations as they generally become due, becomes insolvent
or generally fails to pay its debts as they generally become due, or that has
applied for, assigned itself into, permitted, consented to or suffered to
exist, any bankruptcy, insolvency, liquidation or winding up process in respect
of itself;  Designated Account
means an account of a Borrower of which the Administrative Agent is notified by
such Borrower from time to time for the purposes of transactions under this
Agreement;  Designated Subsidiary
means a directly or indirectly wholly-owned Restricted Subsidiary of Celestica
designated by Celestica as a Canadian Designated Subsidiary or a Consent
Designated Subsidiary in accordance with and which complies with the applicable
terms of Section 7.1 of this Agreement;  Designated Subsidiary
Agreement means an agreement substantially in the form set out in
Schedule F;  Disbursement
has the meaning specified in Section 3.4;  Disbursement Date
has the meaning specified in Section 3.4;  Domestic Material
Restricted Subsidiary means a Material Restricted Subsidiary that
was incorporated, continued, amalgamated, merged or otherwise created in
accordance with and continues to be governed by the laws of a Province of
Canada or the federal laws of Canada or the laws of any state of the United
States of America;  Domestic Restricted
Subsidiary means a Restricted Subsidiary that was incorporated,
continued, amalgamated, merged or otherwise created in accordance with and
continues to be governed by the laws of a Province of Canada or the federal
laws of Canada or the laws of any state of the United States of America;  Drawdown means
a drawdown of an Advance;  Drawdown Date
means, in relation to any Advance, the date, which shall be a Banking  Day, on which the Drawdown of such Advance is
made by a Borrower pursuant to a Drawdown Notice;  Drawdown Notice
means a notice substantially in the form set out in Exhibit 1 to Schedule
G;  EBITDA means,
for any particular period, the aggregate of:  (a)Net Income for such period;  (b)all amounts deducted in the
calculation of Net Income in respect of Taxes, whether paid or deferred (in
accordance with GAAP);  8


(c)all amounts deducted in the
calculation of Net Income in respect of depreciation;  (d)all amounts deducted in the
calculation of Net Income in respect of amortization;  (e)all amounts deducted in the
calculation of Net Income in respect of Interest Expense, other than the
implicit financing costs of synthetic leases;  (f)all amounts deducted in the
calculation of Net Income in determining all non-recurring charges; and  (g)non-cash charges and purchase
accounting deductions,  provided that, in the event of the
acquisition by Celestica or a Restricted Subsidiary of (i) a corporation
which becomes a new Restricted Subsidiary or (ii) any other entity or a
group of assets or an operation, provided that such operation comprises a going
concern which becomes a division or part of the business of Celestica or a
Restricted Subsidiary (an operation),
EBITDA will, subject to (x) and (y), include the EBITDA for the newly
acquired Restricted Subsidiary or operation for its immediately preceding four
fiscal quarters completed prior to such acquisition.  (x)            If such newly acquired Restricted
Subsidiary or operation was, immediately prior to such acquisition, accounted
for on a stand-alone basis, EBITDA for such newly acquired Restricted
Subsidiary or operation shall only be included in the above calculation if
EBITDA for such newly acquired Restricted Subsidiary or operation, as the case
may be, can be determined by reference to historical financial statements
satisfactory to the Administrative Agent; and  (y)           If such newly acquired Restricted
Subsidiary or operation:  (A)was not, immediately prior to
such acquisition, accounted for on a stand-alone basis; or  (B)was immediately prior to such
acquisition, accounted for on a stand-alone basis but, in the determination of
the Administrative Agent acting reasonably, the business of such newly acquired
Restricted Subsidiary or operation will not be conducted  by Celestica or its Restricted Subsidiary, as
the case may be, in substantially the same form or the same manner as conducted
by the vendor immediately prior to such acquisition,  then subject to the satisfaction of the
Administrative Agent and the Majority Lenders with the method of determination
thereof acting reasonably, EBITDA for such newly acquired Restricted Subsidiary
or operation will be determined having regard to historical financial results
together with, and having regard to, contractual arrangements and any other
changes made or proposed to be made by Celestica or its Restricted Subsidiary,
as the case may be, to the business of such newly acquired Restricted
Subsidiary or operation;  EDC has the
meaning specified in Section 2.22(i);  9


Eligible Hedging Agreement
means any Hedging Agreement entered into between Celestica or any of its
Subsidiaries and any Lender or any Affiliate of any Lender (collectively, the Hedge Lenders), provided that any Hedging Agreement entered
into by Celestica or any of its Subsidiaries and any Person at the time that
such Person was a Lender
hereunder shall continue to be an Eligible Hedging Agreement (and such Person
shall continue to be a Hedge Lender) notwithstanding that such Person ceases,
at any time, to be a Lender
hereunder;  Eligible Hedging Obligations
means the obligations of Celestica or any of its Subsidiaries in respect of any
Eligible Hedging Agreement;  Environmental Laws
means applicable federal, provincial, state, municipal or other local law,
statute, regulation or by-law, code, ordinance, decree, directive, standard,
policy, guideline, rule, order, treaty, convention, judgment, award or
determination for the protection of the environment or human health or relating
to the manufacture, processing, distribution, use, treatment, storage, Release,
transport or handling of Hazardous Materials;  Equivalent Amount
on any given date in one currency (the first currency)
of any amount denominated in another currency (the second
currency) means the amount of the first currency which could be
purchased with such amount of the second currency at the rate of exchange
quoted by the Administrative Agent at 10:00 a.m. (Toronto, Canada time) )
or, in the case of an Equivalent Amount to be determined in accordance with Article 3
hereof, by the Issuing Bank at 10:00 a.m. (local time in the jurisdiction
where the applicable Letter of Credit is issued) on such date for the purchase
of the first currency with the second currency;  ERISA means
the United States Employee Retirement Income Security Act
of 1974;  Euro means the
single currency of the Participating Member States introduced on January 1,
1999;  Event of Default
means any of the events described in Section 10.1;  Exempted Jurisdiction
has the meaning specified in Section 13.12;  Existing Credit Agreement
has the meaning specified in the first recital hereto;  Face Amount
means, in respect of a Bankers Acceptance, the amount payable to the holder
thereof on the maturity thereof and means, in respect of a Letter of Credit,
the maximum amount payable to a beneficiary thereunder;  Facility means
the revolving term credit facility in an aggregate principal amount of
U.S.$200,000,000 to be made available to the Borrowers as set forth in Article 2;  Facility Fee
has the meaning specified in Section 2.14(a) and calculated in
accordance with Schedule C;  Federal Funds Effective
Rate means, for any particular day, the variable rate of interest
per annum, calculated on the basis of a 360-day year as determined by the
Administrative Agent for the actual number of days elapsed, equal to:  10


(a)the weighted average of the
rates on overnight federal funds transactions with members of the Federal
Reserve System arranged by federal funds brokers as published for such day (or,
if such day is not a Banking Day, for the next preceding Banking Day) by the
Federal Reserve Bank of New York, or  (b)for any Banking Day on which
such rate is not so published by the Federal Reserve Bank of New York, the
average of the quotations for such day for such transactions received by the
Administrative Agent from three federal funds brokers of recognized standing
selected by the Administrative Agent in consultation with Celestica;  Fee Letter
means the letter dated February 19,
2009 from CIBC to Celestica;  GAAP means
those Canadian generally accepted accounting principles as now or hereafter
adopted by the Canadian Institute of Chartered Accountants or any successor
thereto;  Global Rateable Portion
means, with respect to any Lender, at any time, the ratio, expressed as a
decimal fraction, of:  (a)such Lenders Commitment at
such time to  (b)the aggregate of the
Commitments of all of the Lenders at such time;  Grantors means
(i) each Borrower, and (ii) each Restricted Subsidiary with Material
Assets located in Canada and/or the United States of America, and Grantor means any of them;  Gross Funded Debt
of Celestica, on a consolidated basis, means at any particular time and without
duplication, the aggregate of:  (a)the following amounts
determined in accordance with GAAP:  (i)the outstanding monetary
Obligations at such time;  (ii)the Capital Lease Obligations
outstanding at such time;  (iii)any other obligations for
borrowed money (including, without limitation and without duplication, all
obligations (contingent or otherwise) in respect of bankers acceptances and
letters of credit) outstanding at such time but excluding Permitted
Subordinated Indebtedness which, in accordance with GAAP as at the date of each
determination, qualifies as equity; and  (iv)any Acquired Indebtedness
outstanding at such time;  plus  (b)Contingent Liabilities of
Celestica or any Restricted Subsidiary of the type referred to in paragraphs (i) to
(iii) above, in existence at such time,  but excluding the outstanding amounts under
any Permitted Securitization Transaction;  11


Guarantees
means the guarantees of each of the Guarantors and the Grantors substantially
in the form set forth in Schedule H;  Guarantor
means each Person which, on the date of this Agreement, is or, after the date
of this Agreement, becomes a Material Restricted Subsidiary and Guarantors means two or more of them;  Hazardous Material
means any contaminant, pollutant, waste of any nature, hazardous or toxic
substance or material or dangerous good as defined, judicially interpreted or
identified in any Environmental Law or any substance that causes harm or
degradation to the surrounding environment or injury to human health and,
without restricting the generality of the foregoing, includes any pollutant,
contaminant, waste, hazardous waste, deleterious substance or dangerous good
present in such quantity or state that it contravenes any Environmental Laws or
gives rise to any liability or obligation under any Environmental Law;  Hedge Lenders
has the meaning specified in the definition of Eligible Hedging Agreements;  Hedging Agreements
means, with respect to any Person, currency swap agreements, foreign exchange
forward agreements, interest rate swap agreements, interest rate cap
agreements, interest rate collar agreements and all such other agreements or
arrangements entered into by such Person, designed to protect such Person
against fluctuations in interest rates or currency exchange rates;  Hedging Obligations
means, with respect to any Person, all liabilities of such Person under any
Hedging Agreement;  Indebtedness
of any Person means, without duplication:  (a)all obligations of such Person
for borrowed money and all obligations of such Person evidenced by bonds,
debentures, notes or other similar instruments;  (b)all obligations, contingent or
otherwise, relative to the face amount of all letters of credit, whether drawn
or undrawn, and bankers acceptances issued for the account of such Person;  (c)all obligations of such Person
as lessee under leases which have been or should be, in accordance with GAAP,
recorded as Capital Leases, including liabilities in respect of Capital Leases
incurred by such Person in connection with sale/leaseback transactions;  (d)net liabilities of such Person
under all Hedging Obligations or net liabilities of such Person under currency,
swap, forward or other foreign exchange hedging agreements;  (e)whether or not so included as
liabilities in accordance with GAAP, all obligations of such Person to pay the
deferred purchase price of property or services, and indebtedness (excluding
prepaid interest thereon), secured by a lien on the property owned or being
purchased by such Person (including indebtedness arising under conditional
sales or other title retention agreements), whether or not  12


such indebtedness shall have been assumed
by such Person or is limited in recourse;  (f)all Contingent Liabilities of
such Person; and  (g)any Acquired Indebtedness.  For all purposes of this Agreement, the
Indebtedness of any Person shall include the Indebtedness of any partnership or
joint venture in which such Person is a general partner or a joint venturer;  Indemnified Person
has the meaning specified in Section 5.5(b);  Indemnifying Party
has the meaning specified in Section 12.4(c);  Indemnitee has
the meaning specified in Section 12.4(a);  Interest Expense
means, for any period, the aggregate consolidated interest expense of Celestica
on a consolidated basis as determined in accordance with GAAP including the
portions of any payment made in respect of Capital Leases allocable to interest
expenses but excluding (i) interest expense incurred under any Permitted
Securitization Transaction; and (ii) deferred financing costs and other
non-cash interest expense;  Interest Payment Date
shall have the meaning set out in Section 2.9;  Interest Period
means relative to any LIBOR Advance, Bankers Acceptance or Advance by way of
an Acceptance Note, the period commencing on (and including) the date on which
such LIBOR Advance is made or continued as, or converted into, a LIBOR Advance
or such Bankers Acceptance or Acceptance Note is issued, and ending on (but
excluding) the day which is, in the case of a Bankers Acceptance or Acceptance
Note, approximately 30, 60, 90 or 180 days thereafter, or which in the case of
any LIBOR Advance, numerically corresponds to such date one, two, three or six
months thereafter (or, if such month has no numerically corresponding date, on
the last Banking Day of such month), in each case as the Borrower may select;
provided, however, that:  (a)if such Interest Period would
otherwise end on a day which is not a Banking Day, such Interest Period shall
end on the next following Banking Day (unless, if such Interest Period applies
to LIBOR Advances, and such next following Banking Day is the first Banking Day
of a calendar month, in which case such Interest Period shall end on the
Banking Day next preceding such numerically corresponding day);  (b)the Borrowers shall not be
permitted to select, collectively or in the aggregate, Interest Periods to be
in effect at any one time which have expiration dates occurring on more than
ten different dates, unless otherwise previously consented to in writing by the
Administrative Agent; and  (c)no Interest Period may end
later than the Maturity Date;  13


Issuance Request
means a request and certificate duly executed by an authorized officer of Celestica
in substantially the form of Schedule K attached hereto;  Issuing Bank
means CIBC or such other Lender as Celestica may designate with such Lenders
agreement from time to time;  LC Fee has the
meaning specified in Schedule C;  Lenders means (i) the
financial institutions set out in Schedule A to this Agreement; and (ii) any
assignee under a Transfer Notice in accordance with Section 13.11, and Lender shall mean any such financial institution;  Lenders Counsel
means the firm of Osler, Hoskin & Harcourt LLP, Toronto, Ontario, or
such other firm of legal counsel as the Administrative Agent may from time to
time designate;  Letter of Credit
means a standby letter of credit or a letter of guarantee issued by an Issuing
Bank at the request of Celestica pursuant to Section 3.1;  Letter of Credit
Availability means U.S.$75,000,000;  Letter of Credit Shortfall
has the meaning specified in Section 2.23(b);  LIBO Rate
means, relative to any LIBOR Advance:  (a)the rate of interest per annum
of the offered quotations for deposits in United States Dollars for a period
equal or comparable to the Interest Period in an amount comparable to the
Advance as such rate is reported on the display designated as Reuter Screen
LIBOR1 Page (or any replacement pages) by Reuters Money Market Service (or its
successor) (or such other company or service as may be nominated by the British
Bankers Association as the information vendor for the purpose of displaying
British Bankers Association Interest Settlement Rates for deposits in United
States Dollars) at or about 10:00 a.m. (London, England time) on the
applicable Rate Fixing Day; or  (b)if a rate cannot be determined
under paragraph (a) above, the rate determined by the Administrative Agent
to be the arithmetic average (rounded up if necessary, to the nearest 1/16 of
1%) of such rates as reported on the LIBO page by Reuters Money Market
Service (or its successor) for a period equal to or comparable to the Interest
Period and in an amount comparable to the Advance at or about 10:00 a.m.
(London, England time) on the applicable Rate Fixing Day provided that at least
two such rates are reported on such page; or  (c)if a rate cannot be determined
under either of paragraphs (a) and (b) above, the rate determined by
the Administrative Agent for a particular Interest Period to be the arithmetic
average of the rates per annum at which deposits in United States Dollars in
immediately available funds are offered by prime London banks to the LIBOR
Offices in the London interbank market for a period equal to or comparable to
the Interest Period and an amount comparable to the Advance at or about 10:00 a.m.
(London, England time) on the applicable Rate Fixing Day.  14


For the purposes of this definition, Rate Fixing Day means in respect of each Interest Period,
the second Banking Day before the first day of such Interest Period;  LIBOR Advance
means a loan made by the Lenders to a Borrower on which interest is payable at
the LIBO Rate plus the Applicable Margin;  LIBOR Office
means, relative to any Lender, the office of such Lender designated as such in
Schedule A, if applicable, or designated in the Transfer Notice by which a
financial institution becomes a Lender pursuant to Section 13.11, or such
other office of a Lender (or any successor, assign or Affiliate of such Lender)
as designated from time to time by notice from such Lender to Celestica and the
Administrative Agent, whether or not outside Canada, which may be making or
maintaining the LIBOR Advances of such Lender;  Liens means
any security interest, mortgage, pledge, hypothec, hypothecation, assignment,
deposit arrangement, encumbrance, lien (statutory or otherwise) or charge
against or interest in property to secure payment of a debt or performance of
an obligation (including the interest of a vendor or lessor under any
conditional sale agreement, or of a lessor under any lease including a Capital
Lease or other title retention agreement);  Loan Documents
means (i) this Agreement, (ii) the Guarantees, (iii) the other
Security Documents, (iv) the Designated Subsidiary Agreements provided for
herein, and (v) all other agreements, documents or instruments to be
executed and delivered to the Administrative Agent, the Lenders or any of them
by the Borrowers, the Grantors, the Guarantors or any of them hereunder or
thereunder or pursuant hereto or thereto;  Losses has the
meaning specified in Section 12.4(a);  Main Facility Commitment
means, at any time, the amount, if any, by which the Commitment of the Swing
Line Lender exceeds the Available Swing Line Commitment at that time;  Main Facility Rateable
Portion means, with respect to any Lender, at any time, subject to
adjustment by the Administrative Agent in accordance with Section 11.16 of
this Agreement and also subject to Sections 2.3 and 4.1 of this Agreement, the
ratio, expressed as a decimal fraction, of;  (a)such Lenders Commitment at
such time (or, if such Lender is the Swing Line Lender, the Main Facility
Commitment) to  (b)the aggregate of the
Commitments of all of the Lenders (other than 
the Swing Line Lender) at such time and the Main Facility Commitment at
such time;  Majority Lenders
means at any time, the Lenders (other than any Defaulting Lenders), the
Commitments of which account in the aggregate for more than 51% of the
aggregate amount of Commitments without regard to the Commitments of a
Defaulting Lender at such time;  Mandatory Cost
means, in relation to a LIBOR Advance, an amount determined in accordance with
Schedule N;  15


Material Adverse Change
means any change of circumstances or any event which would reasonably be likely
to have a Material Adverse Effect;  Material Adverse Effect
means a material adverse effect on (a) the business, assets, operations,
prospects or condition, financial or otherwise, of Celestica and of the
Restricted Subsidiaries taken as a whole, or (b) the ability of any
Borrower to perform any of its Obligations, or (c) the rights of the
Administrative Agent and the Lenders against the Obligors on a consolidated
basis pursuant to the Loan Documents;  Material Assets
means, in respect of a Borrower or a Restricted Subsidiary, assets owned by
such Borrower or Restricted Subsidiary having an aggregate book value of more
than U.S. $50,000,000, on the date referenced in the most recent set of
financial statements delivered pursuant to Section 9.1(a)(i), and in the
event that a Restricted Subsidiary has Material Assets located in Canada and/or
the United States of America on the date referenced in such financial
statements, Celestica shall set out the name of such Restricted Subsidiary in a
Schedule to the Officers Certificate to be delivered with such financial
statements in accordance with Section 9.1(a)(iii);  Material Restricted
Subsidiary means (i) each Designated Subsidiary and (ii) any
other  Restricted Subsidiary of Celestica
whose assets total greater than U.S.$150,000,000 on an unconsolidated basis on
the date referenced in the most recently delivered set of financial statements
delivered pursuant to Section 9.1(a)(i); provided, however, that, subject
to Section 8.4(c), the unconsolidated assets of all Restricted
Subsidiaries which are not Material Restricted Subsidiaries shall not exceed on
the date referenced in such financial statements, in the aggregate, ten per
cent (10%) of the unconsolidated assets of the Borrowers and the Restricted
Subsidiaries on such date, and in the event that (a) a Restricted
Subsidiary has assets greater than U.S.$150,000,000 on the date referenced in
such financial statements, or (b) the unconsolidated assets of all
Restricted Subsidiaries which are not Material Restricted Subsidiaries exceeds,
on the date referenced in such financial statements, in the aggregate, ten
percent (10%) of the unconsolidated assets of the Borrowers and Restricted
Subsidiaries, Celestica shall set out in a Schedule to the Officers
Certificate to be delivered with such financial statements in accordance with Section 9.1(a)(iii):
(x) the name of each Restricted Subsidiary whose assets total greater than
U.S.$150,000,000 on such date; and (y) the Restricted Subsidiaries which
it wishes to designate as Material Restricted Subsidiaries such that unconsolidated
assets of all of the Restricted Subsidiaries which are not Material Restricted
Subsidiaries shall not exceed ten percent (10%) of the unconsolidated assets of
the Borrowers and Restricted Subsidiaries on such date;  Maturity Date
means April 12, 2011;  Moodys means
Moodys Investors Service, Inc.;  Net Income
means, for any particular period, net income of Celestica for such period
determined on a consolidated basis in accordance with GAAP;  Non-Defaulting Lender
means a Lender that is not a Defaulting Lender;  Non-Domestic Material
Restricted Subsidiary means a Material Restricted Subsidiary that
is not a Domestic Material Restricted Subsidiary;  16


Non-Schedule I Lenders
means Lenders which are  not Canadian
chartered banks that are listed on Schedule I to the Bank Act(Canada);  Notice of Amount
has the meaning specified in Section 5.2;  Notice of Swing Line
Borrowing means a notice substantially in the form set out in Exhibit 2
to Schedule G;  Notification Date
has the meaning specified in Section 12.5(c);  Notional BA Proceeds
means, with respect to a Bankers Acceptance Advance, the aggregate Face Amount
of the Bankers Acceptances or principal amount of the Acceptance Notes
comprising such Bankers Acceptance Advance, if applicable, less the aggregate
of:  (a)a discount from the aggregate
face amount of such Bankers Acceptances or principal amount of such Acceptance
Notes, if applicable, calculated in accordance with normal market practices
based on the Canadian BA Rate for the term of such Bankers Acceptances or
Acceptance Notes, if applicable; and  (b)the amount of the acceptance
fees determined in accordance with Section 4.2 in respect of such Bankers
Acceptance Advance;  Obligations
means all obligations (monetary and otherwise) arising under or in connection
with this Agreement and each other Loan Document;  Obligors
means, collectively, the Borrowers, the Grantors and the Guarantors and Obligor means any one of them;  Officers Certificate
means a certificate signed by any one of the Chairman of the Board, the
President, the Chief Executive Officer, the Chief Operating Officer, the Chief
Financial Officer, any Senior Vice-President, any Vice-President, the Treasurer,
the Controller, the Assistant Treasurer, the Secretary or the Assistant
Secretary of Celestica;  Official Body
means any national, federal or provincial government or any government of any
political subdivision thereof, or any agency, authority, board, central bank,
monetary authority, commission, department or instrumentality thereof, or any
court, tribunal, grand jury, mediator or arbitrator, whether foreign or
domestic, or any non-governmental regulatory authority to the extent that the
rules, regulations and orders of such body have the force of law;  Organic Document
means, relative to any body corporate, its articles of incorporation, its
by-laws and all shareholder agreements, voting trusts and similar arrangements
applicable to any of its Shares;  Other Taxes
means any present or future stamp or documentary taxes or any other excise or
property taxes, charges or similar levies which arise from any payment made
hereunder or from the execution, delivery or registration of, or otherwise with
respect to, any of the Loan Documents, or any other document in connection
herewith;  Outstanding Amount
has the meaning specified in Section 2.3(c);  17


Participating Member State
means a member state of the European Communities that adopts or has adopted the
Euro as its lawful currency under the legislation of the European Union for
European Monetary Union;  PBGC means the
Pension Benefit Guaranty Corporation and any entity succeeding to any or all of
its functions under ERISA;  Pension Plan
means:  (a)any plan, program, agreement or arrangement that is a pension plan for the
purposes of any federal or provincial pension benefit law or under the Income Tax Act(Canada) (whether or not registered under
such law) which is maintained or contributed to, or to which there is or may be
an obligation to contribute by any of the Borrowers in respect of its employees
in Canada; and  (b)a pension plan,
as such term is defined in Section 3(2) of ERISA, which is subject to
Title IV of ERISA (other than a multi-employer plan as defined in Section 4001(a)(3) of
ERISA), and to which the Borrowers or any of the Subsidiaries
or any corporation, trade or business that is, along with the Borrowers, a
member of a Controlled Group, may have liability;  Permitted Encumbrances
means any one or more of the following with respect to the assets of Celestica
or any Restricted Subsidiary:  (a)inchoate or statutory Liens
for Taxes, assessments and other governmental charges or levies which are not
delinquent (taking into account any relevant grace periods) or the validity of
which are currently being contested in good faith by appropriate proceedings
and in respect of which there shall have been set aside a provision or reserve
(to the extent required by GAAP) in an amount which is adequate therefor;  (b)inchoate or statutory Liens of
contractors, sub-contractors, mechanics, workers, suppliers, materialmen,
carriers and others in respect of construction, maintenance, repair or
operation of assets of Celestica or the relevant Restricted Subsidiary, or
otherwise arising in the ordinary course provided that such Liens are related
to obligations not due or delinquent (taking into account any applicable grace
or cure periods), are not registered as encumbrances against title to any of
the assets of Celestica or the relevant Restricted Subsidiary and adequate
holdbacks are being maintained as required by applicable legislation or such
Liens are being contested in good faith by appropriate proceedings and in
respect of which there shall have been set aside a provision or reserve (to the
extent required by GAAP) in an amount which is adequate with respect thereto
and provided further that such Liens do not, in the aggregate, materially
detract from the value of the assets of Celestica or any Material Restricted
Subsidiary or any Grantor encumbered thereby or materially interfere with the
use thereof in the operation of the business of Celestica or any Material
Restricted Subsidiary or any Grantor;  18


(c)easements, rights-of-way,
servitudes, restrictions and similar rights in real property comprised in the
assets of Celestica or the relevant Restricted Subsidiary or interests therein
granted or reserved to other persons, provided that such rights do not, in the
aggregate, materially detract from the value of the assets of Celestica or any
Material Restricted Subsidiary or any Grantor or materially interfere with the
use thereof in the operation of the business of Celestica or any Material
Restricted Subsidiary or any Grantor;  (d)title defects or
irregularities which are of a minor nature and which do not, in the aggregate,
materially detract from the value of the assets of Celestica or any Material
Restricted Subsidiary or any Grantor or materially interfere with the use
thereof in the operation of the business of Celestica or any Material
Restricted Subsidiary or any Grantor;  (e)Liens incidental to the
conduct of the business or the ownership of the assets of Celestica or the
relevant Restricted Subsidiary (other than those described in Clauses (f) and
(g) of this definition) which were not incurred in connection with the
borrowing of money or the obtaining of advances of credit (including, without
limitation, unpaid purchase price), and which do not, in the aggregate,
materially detract from the value of the assets of Celestica or any Material
Restricted Subsidiary or any Grantor or materially interfere with the use
thereof in the operation of the business of Celestica or any Material
Restricted Subsidiary or any Grantor;  (f)Liens securing appeal bonds or
other similar Liens arising in connection with court proceedings (including,
without limitation, surety bonds, security for costs of litigation where
required by law and letters of credit) or any other instrument serving a
similar purpose;  (g)attachments, judgments and
other similar Liens arising in connection with court proceedings; provided,
however, that such Liens are in existence for less than 30 days after the entry
thereof or the execution or other enforcement of such Liens is effectively
stayed and the claims secured thereby are being actively contested in good
faith and by appropriate proceedings;  (h)Liens given to a public
utility or any municipality or governmental or other public authority when
required by such utility or other authority in connection with the operation of
the business or the ownership of the assets of Celestica or the relevant
Restricted Subsidiary, provided that such Liens do not have a Material Adverse
Effect;  (i)Purchase Money Obligations
arising in the ordinary course of business, provided that such Lien is limited
to the property so acquired and is created, issued or assumed substantially
concurrently with the acquisition of such property;  (j)the right reserved to or
vested in any Official Body by any statutory provision or by the terms of any
lease, licence, franchise, grant or permit of any of Celestica or the relevant
Restricted Subsidiary, to terminate any such lease, licence, franchise,  19


grant or permit, or to require annual or
other payments as a condition to the continuance thereof;  (k)the interests of lessors
(including without limitation, security interests granted in favour of lessors)
pursuant to all leases, including Capital Leases and synthetic leases, under
which Celestica or the relevant Restricted Subsidiary is the lessee;  (l)the extension, renewal or
refinancing of any Permitted Encumbrance, provided that the amount so secured
does not exceed the original amount secured immediately prior to such
extension, renewal or refinancing;  (m)Liens granted in connection
with any Permitted Securitization Transaction to the extent required to permit
the operation of such Permitted Securitization Transaction facility which, for
greater certainty, includes the Liens granted in connection with the DB
Receivables Purchase Agreement;  (n)Liens granted by Celestica
and/or any Restricted Subsidiary pursuant to future subsidized financing by
development entities on terms and conditions satisfactory to the Administrative
Agent and the Majority Lenders;  (o)Liens granted to secure
Acquired Indebtedness, to the extent that (i) such Liens exist at the time
such person or the assets subject to such Lien are acquired by Celestica or a
Restricted Subsidiary; (ii) such Liens were not created in contemplation
of the transaction by which the subject Indebtedness became Acquired
Indebtedness; and (iii) such Liens either (A) only extend to the
assets acquired or the assets of the Person acquired, as applicable, in the
transaction pursuant to which the Acquired Indebtedness became an obligation of
a Borrower or a Restricted Subsidiary or (B) are discharged within 60 days
of such acquisition;  (p)Liens granted in respect of
Shares of Unrestricted Subsidiaries;  (q)Liens of the nature
contemplated in (b), (c), (d), or (e) above, but exceeding the materiality
thresholds specified therein, securing indebtedness in the aggregate not
greater than U.S.$25,000,000;  (r)Liens in favour of the
Administrative Agent, on behalf of any Issuing Bank, or any one of them,
arising in connection with any collateral security provided in connection with
the cash collateralization of Letters of Credit pursuant to the terms of this
Agreement;  (s)Liens in favour of the
Administrative Agent, on behalf of itself, the Lenders and the Hedge Lenders,
granted pursuant to this Agreement or any other Loan Document; and  (t)Liens not of the nature
contemplated in (a) to (p) above, securing indebtedness in the
aggregate not greater than U.S.$15,000,000.  Permitted Encumbrance
Certificate means a certificate in the form of Schedule P;  20


Permitted Securitization
Transaction means the transactions contemplated under the DB
Receivables Purchase Agreement and any transaction providing for the sale,
securitization or other asset-backed financing (collectively, Securitization Transactions) of trade accounts receivable
of or owing to Celestica or any Restricted Subsidiary (and/or contractual
rights relating thereto).  The terms and
conditions of all Permitted Securitization Transactions shall be on an Arms
Length basis and on commercially reasonable and usual terms (except any interim
transfer or sale to an Unrestricted Subsidiary made in the course of a
Permitted Securitization Transaction which results in a sale, securitization or
other asset-backed financing by such Unrestricted Subsidiary on an Arms Length
basis and on commercially reasonable terms). Except to the extent mandated
under any Permitted Securitization Transaction, no new assets may become
Securitized Assets during the occurrence and continuance of a Default unless (a) there
are no monetary Obligations outstanding under this Agreement or (b) the
only monetary Obligations outstanding under this Agreement are one or more
Letters of Credit and such Letters of Credit are cash collateralized by a
Borrower;  Permitted Subordinated Indebtedness
means all unsecured Indebtedness of Celestica, which, in respect of principal,
is subordinated in right of payment to the payment in full in cash of all
monetary Obligations and, in respect of interest, is only so subordinated upon
the occurrence and during the continuance of a Default, in each case, on terms
satisfactory to the Administrative Agent and the Majority Lenders, and the
terms of which permit Celestica at Celesticas sole option in all circumstances
to satisfy such indebtedness by the issue of Shares or other securities
convertible in all circumstances at the sole option of Celestica into Shares of
Celestica;  Person means
an individual, company, partnership (whether or not having separate legal
personality), corporation (including a business trust and a Canadian chartered
bank), joint stock company, trust, unincorporated association, joint venture or
other entity, or a government, state or political subdivision thereof or any
agency of such government, state or political subdivision;  Pledge Agreement
means (i) pledge agreements pledging all of the Pledged Shares of each
Domestic Material Restricted Subsidiary directly held by the applicable
Grantor, substantially in the form set forth in Schedule U, and (ii) subject
to consultation with local legal counsel to the Administrative Agent and
Lenders with respect to the pledge of any Pledged Shares of a Non- Domestic
Material Restricted Subsidiary or by a Grantor that is not a Domestic
Restricted Subsidiary, a pledge agreement governed by the laws of the
jurisdiction of formation of such Non-Domestic Material Restricted Subsidiary
and/or such Grantor (or, if such jurisdiction of formation is a state of the
United States, such pledge agreement shall be governed by the laws of the State
of New York), as the case may be, such pledge agreements to be in form and
substance satisfactory to the Lenders Counsel and such local legal counsel,
each acting reasonably;  Pledged Shares
means the Shares in the capital of a Material Restricted Subsidiary;  Pounds Sterling
and £ means the lawful currency of the
United Kingdom;  Predecessor Corporation
has the meaning described thereto in Section 13.12;  Predecessor Guarantee
has the meaning described thereto in Section 13.12;  21


Prime Rate
means the greater of (i) the variable rate of interest per annum,
expressed on the basis of a year of 365 or 366 days, as the case may be,
established or quoted from time to time by the Administrative Agent as the
reference rate of interest then in effect for determining interest rates on
Canadian Dollar denominated commercial loans made by it in Canada and (ii) the
sum of (x) the rate per annum for Canadian Dollar bankers acceptances
having a term of 30 days that appears on the display page designated as
the CDOR Page (or any replacement page) by Reuters Money Market Service
(or its successor) as of 10:00 a.m. on the date of determination as
reported by the Administrative Agent, and (y) 1⁄2 of 1% per annum;  Prime Rate Advance
means a loan made by the Lenders to a Borrower in Canadian Dollars on which
interest is payable based on the Prime Rate plus the Applicable Margin;  Property has
the meaning ascribed thereto in Section 12.5;  Purchase Money Obligations
means any Lien created, issued or assumed by Celestica or any Subsidiary to
secure indebtedness assumed as part of, or issued or incurred to pay or provide
funds to pay, all or a part of the purchase price of any property (other than
the shares, stock or other securities of any Subsidiary or of any corporation
which becomes a Subsidiary upon such purchase, except for an Unrestricted
Subsidiary);  Reimbursement Obligation
has the meaning specified in Section 3.4;  Release has
the meaning specified in Section 8.1(h)(i);  Relevant Period
has the meaning specified in Section 2.14(a);  Restricted Subsidiary
means each and every Subsidiary of Celestica which is not at the time an
Unrestricted Subsidiary.  For greater
certainty, a Subsidiary of an Unrestricted Subsidiary shall not be a Restricted
Subsidiary;  Rollover means
a rollover of a LIBOR Advance or a Bankers Acceptance pursuant to and in
accordance with Sections 2.12, 4.4 and 4.5;  Rollover Notice
means a notice substantially in the form of Schedule I;  Schedule I Lenders
means Lenders which are Canadian chartered banks that are listed on Schedule I
to the Bank Act(Canada);  Securitized Assets
means assets securitized under Permitted Securitization Transactions and
includes:  (a)an account receivable arising
from a sale of goods by Celestica or a Subsidiary of Celestica which is the
subject of a Permitted Securitization Transaction (a Securitized
Receivable);  (b)the interest of Celestica or
any Subsidiary of Celestica in any goods (including returned goods), and
documentation of title evidencing the shipment or storage of any goods
(including returned goods), relating to any sale by Celestica or any Subsidiary
of Celestica giving rise to such Securitized Receivable;  22


(c)all guarantees, indemnities,
letters of credit, insurance and other agreements (including any and all
contracts, understandings, instruments, agreements, leases, invoices, notes or
other writings pursuant to such Securitized Receivable arises or which
evidences such Securitized Receivable or under which the applicable customer
becomes or is obligated to make payment to Celestica or a Subsidiary of
Celestica in respect of such Securitized Receivable) or arrangements of
whatever character from time to time supporting or securing payment of such
Securitized Receivable;  (d)all collections and other
proceeds received and payment or application by Celestica or a Subsidiary of
Celestica of any amounts owed in respect of Securitized Receivables, including,
without limitation, purchase price, finance charges, interests, and all other
similar charges which are net proceeds of the sale or other disposition of
repossessed goods or other collateral or property available to be applied
thereon; and  (e)all proceeds of, and all
amounts received or receivable under, any or all of the foregoing;  Security means
the security interests granted by a Grantor in the assets and property of such
Grantor in favour of the Administrative Agent on behalf of itself, the Lenders
and the Hedge Lenders to secure the payment and performance of its Obligations
and its Eligible Hedging Obligations, for so long as such security interests
have not been released pursuant to Section 7.3, 9.1(p) or 13.12;  Security Agreement
means the general security agreement substantially in the form set forth in
Schedule T;  Security Documents
means the guarantee and security documentation provided from time to time by
each Grantor to the Administrative Agent on behalf of itself, the Lenders and
the Hedge Lenders, pursuant to this Agreement to secure the payment and
performance by such Grantor of its Obligations and its Eligible Hedging
Obligations, including (i) the Guarantee; (ii) the Security
Agreement; (iii) the Pledge Agreement; and (iv) any hypothecs and
other documentation necessary or desirable under the laws of Quebec;  Senior Funded Debt
means Gross Funded Debt less (i) all Gross Funded Debt that does not rank
in right of payment at least pari passuwith
the monetary Obligations plus (ii) all monetary obligations of Celestica
on a consolidated basis under operating leases entered into in the context of
sale lease back transactions with the amount of such obligations being the
amount that would, had the lease been a Capital Lease, be the capitalized
amount thereof determined in accordance with GAAP;  Shares, as
applied to the shares of any corporation or other entity, means the shares or
other ownership interests of every class whether now or hereafter authorized,
regardless of whether such shares or other ownership interests shall be limited
to a fixed sum or percentage with respect to the rights of the holders thereof
to participate in dividends and in the distribution of assets upon the
voluntary or involuntary liquidation, dissolution or winding-up of such
corporation or other entity;  23


Standard & Poors
means Standard & Poors Ratings Services (a division of The
McGraw-Hill Companies, Inc.);  Stated Expiry Date
has the meaning specified in Section 3.1(b);  Subsidiary
means, with respect to any Person, any corporation, company or other similar
business entity (including, for greater certainty, a Canadian chartered bank)
of which more than fifty per cent (50%) of the outstanding Shares or other
equity interests (in the case of Persons other than corporations) having
ordinary voting power to elect a majority of the board of directors or the
equivalent thereof of such corporation, company or similar business entity
(irrespective of whether at the time Shares of any other class or classes of
the Shares of such corporation, company or similar business entity shall or
might have voting power upon the occurrence of any contingency) is at the time
directly or indirectly owned by such Person, by such Person and one or more
other Subsidiaries of such Person, or by one or more other Subsidiaries of such
Person;  Substitute Lenders
has the meaning specified in Section 11.14;  Successor Agent
has the meaning specified in Section 11.10;  Successor Corporation
has the meaning specified in Section 13.12(a);  Super Majority Lenders
means at any time, the Lenders (other than any Defaulting Lenders), the
Commitments of which account in the aggregate for more than 662/3% of the aggregate amount of
the Commitments without regard to the Commitments of a Defaulting Lender at
such time;  Swing Line Advance
means an Advance made pursuant to the provisions of Section 2.22(a);  Swing Line Lender
means CIBC or such other Lender as may have agreed to act as a Swing Line
Lender and to which CIBC and Celestica may have agreed to acting as a Swing
Line Lender from time to time.  Take-over Bid
means an offer to acquire made by Celestica or any Restricted Subsidiary, alone
or acting jointly or in concert with any other Person or Persons (collectively,
the offeror) to any holder of Shares or
securities convertible, exchangeable or exercisable into Shares (the Target Shares) of the offeree issuer, which has not been
solicited by or made at the request of the board of directors of the offeree
issuer or with respect to which the board of directors of the offeree issuer
has not recommended acceptance, where the Target Shares subject to the offer to
acquire, together with the Target Shares held by or on behalf of the offeror on
the date of the offer, constitute, in aggregate, 20% (or such lesser percentage
as would require compliance with the formal requirements governing take-over
bids (such as the delivery of circulars or equivalent disclosure documents to
shareholders under Applicable Law)) or more of the outstanding Target Shares at
the date of the offer to acquire, but excluding any such offer which, under the
Applicable Law of the jurisdiction in which such offer is made, would be exempt
from such formal requirements;  Take-over Bid Notice
has the meaning specified in Section 2.3(d);  24


Taxes includes
all present and future income, corporation, capital gains, capital and value-added
and goods and services taxes and all stamp, franchise and other taxes and
levies, imposts, deductions, duties, charges and withholdings whatsoever
together with interest thereon and penalties with respect thereto, if any, and
charges, fees and other amounts made on or in respect thereof;  Toronto Office
means the office of the Administrative Agent located at 161 Bay Street, BCE
Place, 8thFloor, Toronto, Ontario, Canada M5J 2S8
(facsimile: 416-956-3830) or such other address as either of the Administrative
Agent may designate  by notice to
Celestica;  Transfer Notice
means a notice substantially in the form of Schedule J;  Trigger Event
means the occurrence of a Debt Rating Downgrade after the Security has been
released in accordance with Section 9.1(p)(v);  United States Dollars
and U.S.$ means the lawful currency of the
United States of America in immediately available funds;  Unrestricted Subsidiary
means a Subsidiary of Celestica designated by Celestica as such in accordance
with Section 7.4 of this Agreement and any Subsidiary of an Unrestricted
Subsidiary;  Upfront Fee
has the meaning specified in Section 2.14(c);  US Grantor
means a Grantor that was incorporated, continued, amalgamated, merged or
otherwise created in accordance with and continues to be governed by the laws
of any state of the United States of America; and  Utilization Fee  has the meaning specified in Section 2.14(b) and
calculated in accordance with Schedule C.  1.2Headings  The division of this Agreement into
Articles and Sections and the insertion of an index and headings are for
convenience of reference only and shall not affect the construction or
interpretation hereof.  The terms this Agreement, 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. Save as expressly provided
herein, references herein to Articles and Sections are to Articles and Sections
of this Agreement.  1.3Use of Defined Terms  Unless otherwise defined or the context
otherwise requires, terms for which meanings are provided in this Agreement
shall have such meanings when used in each Drawdown Notice, Conversion Notice,
Rollover Notice, Loan Document, notice and other communication delivered from
time to time in connection with this Agreement or any other Loan Document.  1.4Extended Meanings  Words importing the singular number only
shall include the plural and vice versa, and words importing any gender shall
include all genders.  25


1.5Cross References  Unless otherwise specified, references in
this Agreement and in each other Loan Document to any Article or Section are
references to such Article or Section of this Agreement or such other
Loan Document, as the case may be, 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.  1.6Reference to Agents or Lenders  Any reference in this Agreement to an Agent
or a Lender shall be construed so as to include its permitted successors,
transferees or assigns hereunder in accordance with their respective interests.  1.7Accounting Terms  Unless otherwise specified, all accounting
terms used herein or in any other Loan Document shall be interpreted, all
accounting determinations and computations hereunder or thereunder shall be
made, and all financial statements required to be delivered hereunder or thereunder
shall be prepared in accordance with GAAP and all financial data submitted
pursuant to this Agreement shall be prepared in accordance with such
principles, consistently applied; provided that, if Celestica notifies the
Administrative Agent that it wishes to amend any covenant in Section 9.3
to eliminate the effect of any change in GAAP or any change in the application
of accounting policies on the operation of such covenant (or the Administrative
Agent notifies Celestica that the Majority Lenders wish to amend Section 9.3
for such purpose), Celesticas compliance with such covenant shall be
determined on the basis of GAAP or accounting policies in effect immediately
before the relevant change in GAAP or change in accounting policies became
effective, until either such notices are withdrawn or such covenant is amended
in a manner satisfactory to Celestica, the Administrative Agent and the
Majority Lenders.  1.8Consolidated Financial
Statements and Consolidated Accounts  Notwithstanding Section 1.7, wherever
in this Agreement reference is made to a consolidated financial statement of
Celestica or to a determination to be made on a consolidated basis, such
reference shall be deemed to be to a consolidated financial statement or
consolidated basis, determined in accordance with GAAP, which consolidates only
the financial statements or accounts of Celestica and its Subsidiaries,
excluding all Unrestricted Subsidiaries, with investments by Celestica or any
Restricted Subsidiary in Unrestricted Subsidiaries accounted for using equity
accounting. At any time that Celestica and all Restricted Subsidiaries have no
Unrestricted Subsidiaries, all references to consolidated financial statements
herein shall be deemed to be references to the fully consolidated financial
statements of Celestica.  1.9Non-Banking Days  Except as otherwise specified herein,
whenever any payment to be made hereunder shall be stated to be due or any
action to be taken hereunder shall be stated to be required to be taken on a
day other than a Banking Day, such payment shall be made or such action shall
be taken on the next succeeding Banking Day and, in the case of the payment of
any monetary amount, the extension of time shall be included for the purposes
of computation of interest or fees thereon.  26


1.10References to Time of Day  Except as otherwise specified herein, a
time of day shall be construed as a reference to Toronto, Canada time.  1.11Severability  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.  1.12Currency  All monetary amounts in this Agreement
refer to United States Dollars unless otherwise specified.  1.13References to Statutes  Except as otherwise provided herein, any
reference in this Agreement to a statute shall be construed to be a reference
to such statute as the same may have been, or may from time to time be,
amended, reformed or otherwise modified or re-enacted from time to time.  1.14References to Agreements  Except as otherwise provided herein, any
reference herein to this Agreement, any other Loan Document or any other
agreement or document shall be construed to be a reference to this Agreement,
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.  1.15Consents and Approvals  Whenever the consent in writing or approval
in writing of a party hereto is required in a particular circumstance, unless
otherwise expressly provided for therein, such consent or approval shall
not  be unreasonably withheld or delayed
by such party.  1.16Schedules  The following are the Schedules attached
hereto and incorporated by reference and deemed to be part hereof:  Schedule A
  -
  LendersSchedule B
  -
  Lenders
  CommitmentsSchedule C
  -
  Applicable
  Margin, Facility Fee, Utilization Fee and LC FeeSchedule D
  -
  Quarterly
  Certificate on CovenantsSchedule E
  -
  Conversion
  Notice  27


Schedule F
  -
  Designated
  Subsidiary AgreementSchedule G
  -
  Drawdown
  Notice and Notice of Swing Line BorrowingSchedule H
  -
  GuaranteesSchedule I
  -
  Rollover
  NoticeSchedule J
  -
  Transfer
  NoticeSchedule K
  -
  Issuance
  RequestSchedule L
  -
  Acceptance
  NoteSchedule M
  -
  Consent
  Lender NoticeSchedule N
  -
  Mandatory
  Cost CalculationSchedule O
  -
  [Intentionally
  deleted]Schedule P
  -
  Permitted
  Encumbrance CertificateSchedule Q
  -
  [Intentionally
  deleted]Schedule R
  -
  Permitted
  DissolutionsSchedule S
  -
  Permitted
  MergersSchedule T
  -
  Security
  AgreementSchedule U
  -
  Pledge Agreement  ARTICLE 2
THE FACILITY  2.1Establishment of the Facility  Upon the terms and subject to the
conditions hereof, each of the Lenders hereby severally agrees to make its
Global Rateable Portion or its Main Facility Rateable Portion, as applicable,
of the Facility available to the Borrowers as specified in Sections 2.2, 2.3
and 2.22.  2.2Purpose, Nature and Term of
the Facility  (a)The Facility is being made
available to the Borrowers by the Lenders for the business and operations of
the Borrowers and their respective Restricted Subsidiaries, including, without
limitation and for greater certainty, to finance acquisitions of  companies which, after the acquisition
thereof, will become Restricted Subsidiaries or assets which, after the
acquisition thereof, will be owned by Celestica or a Restricted Subsidiary.  28


(b)Advances under the Facility
shall not be used by any Borrower to finance the acquisition of, investment in,
loan to or to provide working capital to an Unrestricted Subsidiary. Letters of
Credit shall not be available to support or secure any Indebtedness of an
Unrestricted Subsidiary, including, without limitation, a loan or other advance
to an Unrestricted Subsidiary.  (c)Subject to the terms and
conditions of this Agreement (including, without limitation, Section 2.8)
the Facility shall be a revolving credit facility and the Borrowers may borrow,
repay and reborrow under the Facility as they see fit at any time prior to the
Maturity Date. The Facility shall terminate on the Maturity Date.  2.3Availability of Advances  (a)The Facility shall be
available for Drawdowns by the Borrowers, at the option of the Borrowers, as
follows:  (i)to Celestica or any Designated
Subsidiary, Drawdowns from Lenders, each in a minimum amount of Cdn.$5,000,000
and integral multiples of Cdn.$100,000 in excess thereof, in Canadian Dollars
by way of Prime Rate Advances;  (ii)to Celestica or any Designated
Subsidiary, Drawdowns from Lenders, each in a minimum amount of Cdn.$5,000,000
and integral multiples of Cdn.$100,000 in excess thereof, in Canadian Dollars
by way of Bankers Acceptance Advances;  (iii)to Celestica or any Designated
Subsidiary, Drawdowns from Lenders, each in a minimum amount of U.S.$5,000,000
and integral multiples of U.S.$100,000 in excess thereof, in United States
Dollars by way of Base Rate Canada Advances;  (iv)to Celestica or any Designated
Subsidiary, Drawdowns from Lenders, each in a minimum amount of U.S.$5,000,000
and integral multiples of U.S.$100,000 in excess thereof, in United States
Dollars by way of LIBOR Advances; and  (v)to Celestica, Letters of
Credit from the Issuing Bank on behalf of the Lenders in, at the option of
Celestica, Canadian Dollars, United States Dollars, Euros or Pounds Sterling or
such other currency as Celestica may request, in accordance with Article 3.  (b)Each Drawdown of an Advance
pursuant to Section 2.3(a)(i) to (iv) shall be made by
irrevocable Drawdown Notice, which Drawdown Notice shall be given by the
applicable Borrower to the Administrative Agent, not later than (x) 10:00 a.m.
Toronto, Canada time on the Banking Day prior to the relevant Drawdown Date in
the case of Prime Rate Advances, Bankers Acceptance Advances, and Base Rate
Canada Advances, and (y)10:00 a.m. London, England time and 10:00 a.m.  29


New York, New York time on the third
Banking Day prior to the relevant Drawdown Date in the case of a LIBOR Advance
in United States Dollars.  (c)The Borrowers shall have the
right to convert one currency into another as they see fit, but subject to the
terms of this Agreement, including, without limitation, those provisions set
out in items (i) to (iv) of subsection (a) above if the
Conversion relates to an Advance other than a Swing Line Advance, providing for
the manner in which the Facility is available to each Borrower.  A Borrower may not make a Drawdown under the
Facility if, as a result of such Drawdown, the sum of (i) the Equivalent
Amount, expressed in United States Dollars, of the aggregate principal amount
of all Prime Rate Advances and Acceptance Notes outstanding under the Facility,
plus (ii) the Equivalent Amount, expressed in United States Dollars, of
the aggregate Face Amount of all Bankers Acceptances outstanding under the
Facility, plus (iii) the Equivalent Amount, expressed in United States
Dollars, of the maximum amount which may be drawn under all Letters of Credit
outstanding under the Facility, plus (iv) the aggregate principal amount
of all Base Rate Canada Advances outstanding under the Facility, plus (iv) the
aggregate principal amount of all LIBOR Advances outstanding under the Facility
(collectively, the Outstanding Amount)
would exceed the aggregate of all Commitments of the Lenders at such time (or
such lesser amount as may be available following a cancellation in part of the
Facility pursuant to Section 2.7).  (d)If a Borrower wishes to make a
Drawdown under the Facility for the purpose of financing a Take-over Bid, such
Borrower shall deliver to the Administrative Agent a written notice (a Take-over Bid Notice) thereof at least ten (10) Banking
Days prior to the day on which it gives to the Administrative Agent a Drawdown
Notice requesting such Drawdown.  Such
Take-over Bid Notice shall include the details of such Take-over Bid.  As soon as possible, but in any event within
five (5) Banking Days of the giving of the Take-over Bid Notice, each
Lender shall, acting reasonably and in good faith, determine whether or not it
wishes to fund its Main Facility Rateable Portion of such Drawdown.  Notwithstanding any other provisions hereof,
if any Lender determines that it does not wish to fund its Main Facility
Rateable Portion of such Drawdown, such Lender shall not be required to fund
its Main Facility Rateable Portion of such Drawdown and the Drawdown shall be
reduced accordingly, and such Lender shall be considered to be acting reasonably
and in good faith if it determines that it does not wish to fund such Drawdown
based on any of its internal regulatory, take-over bid and credit policies and
procedures.  (e)This Section 2.3 shall
not apply to Swing Line Advances.  2.4Lenders Obligations  (a)The obligations of the Lenders
hereunder are several and not joint.  (b)Save as otherwise specifically
provided herein, each Lender shall participate in each Advance (other than, for
certainty, any Swing Line Advance) referred to in the applicable provisions of Section 2.3
in accordance with its Main Facility Rateable Portion.  30


(c)The failure of any Lender to
make available its share of any Advance required to be made by it under this
Agreement shall not relieve any other Lender of its obligation to make
available its share of any Advance required to be made under this Agreement.  2.5Repayment of Advances by
Former Designated Subsidiaries  Provided that the Facility is not earlier
accelerated in accordance with Article 10, a Subsidiary which is no longer
a Designated Subsidiary by virtue of the delivery of a notice in writing to the
Administrative Agent to that effect by Celestica in accordance with Section 7.1(d) of
this Agreement shall repay to the Administrative Agent the principal amount of
Advances made by the Lenders to such Subsidiary, together with all accrued and
unpaid interest thereon, on the day which is five (5) Banking Days after
the date of delivery of such notice by Celestica to the Administrative Agent in
accordance with Section 7.1(d) of this Agreement.  2.6Repayment of Facility  (a)In the event that, at any time,
the Outstanding Amount exceeds the maximum amount allowed pursuant to Section 2.3
due to changes in exchange rates, then Celestica shall forthwith repay to the
Administrative Agent or cause another Borrower to forthwith repay to the
Administrative Agent that portion of the Outstanding Amount which is in excess
of the maximum amount allowed pursuant to Section 2.3; provided, however,
that unless the Outstanding Amount exceeds One Hundred and Five Per Cent (105%)
of the aggregate Commitments under the Facility, there shall be no such
obligation to make a repayment hereunder until the earlier of (i) 15 days
and (ii) the next following Interest Payment Date, Drawdown Date, date of
Rollover or date of Conversion, in each case, following receipt of written notice
of determination of such Outstanding Amount by the Administrative Agent to
Celestica, and provided further that if such repayment would result in the
repayment of a Bankers Acceptance Advance prior to its maturity date or the
repayment of an Acceptance Note or a LIBOR Advance prior to the last day of its
Interest Period, Celestica may, or may cause another Borrower to, at its option
and in lieu of repayment of such Advances, deposit with the Administrative
Agent cash collateral in an amount equal to the required repayment amount to be
held by the Administrative Agent for distribution to the Lenders as repayment
of a Bankers Acceptance Advance on its maturity date (or the last day of its
then current Interest Period in the case of an Acceptance Note) or repayment of
an Acceptance Note or a LIBOR Advance on the last day of its then current
Interest Period, as the case may be.  (b)Provided that the Facility is
not prepaid or accelerated in accordance with Article 10, each Borrower
shall repay the principal amount of all Advances made to it outstanding under
the Facility, together with accrued and unpaid interest thereon, on the
Maturity Date to the Administrative Agent and, in the event that the expiry
date of any Letter of Credit is after the Maturity Date, Celestica shall on or
before the Maturity Date, deposit with the Administrative Agent, on behalf of
the Issuing Bank, an amount equal to the undrawn Face Amount of any such issued
and outstanding Letter of Credit. Such amount shall be held by the Administrative
Agent in an interest-bearing account and shall be applied to satisfy Celesticas  31


obligations pursuant to Section 3.4 in
the event that the Issuing Bank is called upon by a beneficiary to honour a
Letter of Credit.  Following the expiry
of all such Letters of Credit, the Administrative Agent shall pay to Celestica
the amounts so deposited, together with any interest accrued thereon less any
amount paid by the Administrative Agent to the Issuing Bank.  At any time that any Letter of Credit shall
be reduced in accordance with Section 3.1(c)(ii), Celesticas obligations
under this Section 2.6(b) shall be reduced accordingly, subject to
reinstatement in the event any payment in respect of such Letter of Credit is
recovered by any beneficiary in any manner from the Issuing Bank.  (c)All repayments of the Facility
by the Borrowers shall be in a minimum amount equal to the minimum amount of a
Drawdown of each type of Advance set out in Section 2.3 and amounts in
excess thereof in integral multiples of U.S.$ 100,000, or the Equivalent
Amounts thereof in the currency in which each Advance is denominated except in
the event of a Rollover of an Advance into a lesser amount than the Advance
then outstanding or a repayment pursuant to paragraphs (a) and (b) of
Section 2.6 which may be in any amount. Repayments of any Advance
outstanding under the Facility shall be made in the currency in which such
Advance is denominated.  2.7Payments/Cancellation or Reduction  Celestica may at any time, upon giving at
least three (3) Banking Days prior notice to the Administrative Agent,
repay, or cause another Borrower to repay and, in each case, cancel, any drawn
portion of the Facility or cancel in full or, from time to time, in part, any
undrawn portion of the Facility; provided, however, that:  (a)if any such repayment relates
to Bankers Acceptances, Acceptance Notes or Letters of Credit, which have not
matured, the Borrower to which such Advance was made shall, at such time,
deposit in a cash collateral account opened and maintained by the
Administrative Agent such amount as may be required to yield an amount equal to
the aggregate undiscounted Face Amount of such instruments on the maturity
dates thereof;  (b)in the event that any such
repayment relates to a LIBOR Advance other than on the scheduled last day of
the applicable Interest Period, the Borrower to which such Advance was made
shall contemporaneously pay to the Administrative Agent all applicable breakage
costs, being any loss or expense incurred by the Lenders by reason of the
resulting liquidation or re-employment of deposits of funds;  (c)any such reduction shall be in
a minimum amount of U.S.$ 5,000,000 and cancellations in excess thereof shall
be in increments of U.S.$ 100,000;  (d)any cancellation shall reduce
the Commitment of each Lender on a pro ratabasis
having regard to the Commitment of each Lender; and  (e)any such cancellation shall
permanently reduce the Facility and may not be reinstated.  32


2.8Maturity Date  Subject to Section 2.7, Section 10.2
and Section 10.5, the Facility shall be available until the Maturity Date.
Notwithstanding the termination of availability of the Facility, until all of
the Obligations (other than contingent indemnity obligations) of the Borrowers
shall have been fully and indefeasibly paid and satisfied and all financing
arrangements among the Borrowers and the Lenders with respect to the
Obligations shall have been cancelled or terminated, all of the rights and
remedies of the Lenders and the Agents under this Agreement and the other Loan
Documents shall survive.  2.9Interest on Prime Rate
Advances  Interest on each Prime Rate Advance shall
accrue at a rate per annum equal to the 
Prime Rate in effect from time to time during the period of time that
the Prime Rate Advance is outstanding plus the Applicable Margin. Such interest
shall be payable to the Administrative Agent at its Toronto Office in Canadian
Dollars monthly in arrears on the first Banking Day of the following month
(each herein referred to as an Interest Payment Date)
in each year for the period from and including the Drawdown Date for such
Advance (or, if applicable, the date on which such Advance was converted into a
Prime Rate Advance) or the preceding Interest Payment Date for such Prime Rate
Advance, as the case may be, to and including the day preceding such Interest
Payment Date and shall be calculated on the principal amount of the Prime Rate
Advance from time to time outstanding during such period and on the basis of
the actual number of days elapsed in a year of 365 or 366 days (in the case of
an Interest Payment Date occurring in a leap year). Changes in the Prime Rate
shall cause an automatic and immediate adjustment of the interest rate payable
on Prime Rate Advances without the necessity of any notice to the Borrowers.  2.10Interest on Base Rate Canada
Advances  Interest on each Base Rate Canada Advance
shall accrue at a rate per annum equal to the Base Rate Canada in effect from
time to time during the period of time that the Base Rate Canada Advance is
outstanding plus the Applicable Margin. Such interest shall be payable to the
Administrative Agent at its Toronto Office in United States Dollars monthly in
arrears on each Interest Payment Date in each year for the period from and
including the Drawdown Date for such Advance (or, if applicable, the date on
which such Advance was converted into a Base Rate Canada Advance) or the
preceding Interest Payment Date for such Base Rate Canada Advance, as the case
may be, to and including the day preceding such Interest Payment Date and shall
be calculated on the principal amount of the Base Rate Canada Advance from time
to time outstanding during such period and on the basis of the actual number of
days elapsed and the number of days deemed to be included in a year by the
definition of the rate used to set Base Rate Canada.  Changes in the Base Rate Canada shall cause
an automatic and immediate adjustment of the interest rate payable on Base Rate
Canada Advances without the necessity of any notice to the Borrowers.  33


2.11[Intentionally Deleted]  2.12LIBOR Advances  (a)LIBOR Advances shall be available
for Drawdown, Conversion or Rollover in United States Dollars in minimum
principal amounts of U.S.$5,000,000 and integral multiples of U.S.$100,000 in
excess thereof. Each Drawdown Notice shall specify the applicable Interest
Period for the LIBOR Advance. The duration of each such Interest Period shall
be for a period of approximately one, two, three or six months, or any other
period, if available and agreed to by the Administrative Agent on behalf of the
Lenders, as the Borrower requesting such Drawdown, Conversion or Rollover may
select in the applicable Drawdown Notice, Conversion Notice or Rollover Notice.
No LIBOR Advance may have an Interest Period ending after the Maturity Date. If
any Interest Period would end on a day which is not a Banking Day, such
Interest Period shall be extended to the next succeeding Banking Day unless
such next succeeding Banking Day falls in the next calendar month, in which
case such Interest Period shall be shortened to end on the immediately
preceding Banking Day.  (b)If a Lender determines that
deposits of the necessary amount in the requested currency for the applicable
Interest Period are not available in the London interbank market or if for any
other reason the Administrative Agent, acting reasonably, is unable to
determine the applicable LIBO Rate, then the relevant LIBOR Advance will not be
made, and the Administrative Agent will discuss with such Borrower the
particular circumstances and implications of such event. In the event that such
determination is made by the Administrative Agent in the case of a proposed
Rollover of an existing LIBOR Advance or a proposed Conversion of another type
of Advance into a LIBOR Advance, the proposed LIBOR Advance will automatically
be deemed to be a Base Rate Canada Advance.  (c)Interest on any LIBOR Advance
shall be calculated at a rate per annum equal to the LIBO Rate plus the
Applicable Margin, plus any applicable Mandatory Cost then in effect, shall
accrue from day to day and shall be calculated on the basis of the actual
number of days elapsed (including the first day of each Interest Period but
excluding the last day thereof) and divided by 360. Interest on any LIBOR
Advance shall be payable to the Administrative Agent in United States Dollars
in arrears on the last day of the Interest Period relating thereto; provided,
however, that if the Interest Period is for a term of more than three months,
interest shall be payable on the last Banking Day of the first three-month
period and on the last Banking Day of each three-month period thereafter, as
well as on the last day of the Interest Period.  (d)If a LIBOR Advance to a
Borrower is neither repaid on the last day of an Interest Period nor converted
into another type of Advance on such date pursuant to Section 2.15, and if
the Administrative Agent has not received a Rollover Notice or a Conversion
Notice specifying the term of the next Interest Period for such LIBOR Advance
at or before 10:00 a.m. (local time in Toronto, Canada) on the third
Banking Day prior to the last day of the then current Interest Period, then the  34


outstanding LIBOR Advance shall be deemed
to be converted, by way of Conversion on the last day of the then current
Interest Period, into a Base Rate Canada Advance.  (e)Except as otherwise provided
herein, LIBOR Advances shall not be repaid, prepaid or converted into another
type of Advance except on the last day of any Interest Period relating thereto.  (f)If the Majority Lenders
determine in good faith that the LIBO Rate for any requested Interest Period
with respect to a proposed LIBOR Advance does not adequately and fairly reflect
the cost to such Lenders of funding such Advance, the Administrative Agent will
promptly so notify the Borrower and each Lender in writing. Thereafter, the
obligation of the Lenders to make or maintain LIBOR Advances shall be suspended
until the Administrative Agent (upon the instruction of the Majority Lenders)
revokes such notice; provided that, at any time and from time to time, the
Borrower shall have the right to request the Administrative Agent to request
that the Lenders determine whether at such time the circumstances causing the
suspension continue to exist and if the Majority Lenders determine, in good
faith, that such circumstances no longer continue to exist then the
Administrative Agent shall notify the Borrower in writing of such determination
and immediately revoke such notice. Upon receipt of such notice, the Borrower
may revoke any pending request for a borrowing, conversion or continuation of
LIBOR Advance or, failing that, will be deemed to have converted such request
into a request for a Base Rate Canada Advance in the amount specified therein.  2.13Method and Place of Payment  (a)Each payment to be made by a
Borrower under this Agreement shall be made without deduction, set-off or
counterclaim.  (b)Except as provided in Section 4.2
with respect to Acceptance Fees and Section 3.8 with respect to fees for
Letters of Credit, all payments of principal, interest and fees hereunder shall
be made for value at or before 12:00 noon (local time in Toronto, Canada) on
the day such amount is due by deposit or transfer thereof to the account of the
Administrative Agent maintained at its Toronto Office. Payments received after
such time shall be deemed to have been made on the next following Banking Day.  (c)Subject to Section 11.16,
each Lender shall be entitled to its Main Facility Rateable Portion of each
repayment or prepayment of principal of a Prime Rate Advance (other than a
Swing Line Advance), a LIBOR Advance, Acceptance Note, Base Rate Canada Advance
(other than a Swing Line Advance) or payment of the Face Amount of Bankers
Acceptances made to Celestica or a Canadian Designated Subsidiary.  (d)Notwithstanding Section 2.12(c),
in the event that a Borrower is required to pay Additional Compensation to a
Lender, such Borrower may prepay all or any portion of the Advances made by
such Lender to such Borrower, without any  35


obligation to prepay any portion of the
Advances made by other Lenders to whom the Borrower is not required to pay
Additional Compensation; provided, however, that any prepayment of a Bankers
Acceptance Advance or LIBOR Advance shall be subject to the provisions of Section 12.2.  2.14Fees  (a)During the period commencing
on the date hereof and ending on the Maturity Date (in this Section 2.14,
the Relevant Period), Celestica on behalf
of itself and the other Borrowers shall pay to the Administrative Agent for the
account of the Lenders a fee (the Facility Fee)
calculated at the rate per annum set forth in Schedule C on the sum of (i) the
aggregate Commitments of the Non-Defaulting Lenders (after giving effect to any
cancellation and reduction pursuant to Section 2.7) hereunder and (ii) the
aggregate outstanding Advances of the Defaulting Lenders hereunder during the
Relevant Period from day to day which fee shall be payable quarterly in
arrears. Each Lender shall be entitled to its Global Rateable Portion of the
Facility Fee provided that in circumstances where a Defaulting Lender has
outstanding Advances, such Defaulting Lender shall, until such time as it again
becomes a Non-Defaulting Lender, only be entitled to a portion of the Facility Fee
calculated on the basis of such Advances only and not its Commitment.  (b)During the Relevant Period,
Celestica on behalf of itself and the other Borrowers shall pay to the
Administrative Agent for the account of the Lenders in accordance with each
Lenders Global Rateable Portion a fee (the Utilization
Fee) calculated at the rate per annum set forth in Schedule C on
the aggregate principal amount of all outstanding Advances hereunder for each
day during the Relevant Period on which the aggregate principal amount of all
outstanding Advances exceed 50% of the aggregate Commitments less the undrawn
portion of any Defaulting Lenders Commitment (after giving effect to any
increase, cancellation or reduction pursuant to Sections 2.3, 2.7 and 2.23)
hereunder, which fee shall be payable quarterly in arrears.  (c)On or prior to the Closing
Date, Celestica on behalf of itself and the other Borrowers shall pay to the
Administrative Agent for the account of the Lenders in accordance with each
Lenders Global Rateable Portion a fee (the Upfront Fee)
in an amount equal to 1.0% of the aggregate Commitments in accordance with the
Fee Letter.  2.15Conversion Options  Subject to the provisions of this Agreement
(including, without limitation, Section 4.5), provided that no Event of
Default has occurred and is continuing, a Borrower may convert any type of
Advance outstanding under the Facility as follows:  (a)provided that the relevant
Borrower thereunder is Celestica or a Canadian Designated Subsidiary, a Prime
Rate Advance or a portion thereof into a Bankers Acceptance Advance by giving
the Administrative Agent a Conversion Notice no  36


later than 10:00 a.m. one (1) Banking
Day prior to the date of the proposed Conversion;  (b)provided that the relevant
Borrower thereunder is Celestica or a Canadian Designated Subsidiary, the Face
Amount of a Bankers Acceptance or the principal amount of any Acceptance
Notes, as applicable, or a portion thereof into a Prime Rate Advance on the
maturity date of the Bankers Acceptance or the last day of the then current
Interest Period of such Acceptance Note by giving the Administrative Agent a
Conversion Notice no later than 10:00 a.m. one (1) Banking Day prior
to the date of the proposed Conversion;  (c)a Base Rate Canada Advance or
a portion thereof into a LIBOR Advance by giving the Administrative Agent a
Conversion Notice no later than 10:00 a.m. three (3) Banking Days
prior to the date of the proposed Conversion; and  (d)a LIBOR Advance or a portion
thereof into a Base Rate Canada Advance on the last day of the Interest Period
of the relevant LIBOR Advance by giving the Administrative Agent a Conversion
Notice no later than 10:00 a.m. one (1) Banking Day prior to the date
of the proposed Conversion.  An Advance may not be converted into an
Advance denominated in a currency other than the currency in which the original
Advance was made; however, an Advance denominated in one currency may be repaid
concurrently with the Drawdown of an Advance denominated in another currency.  2.16Execution of Notices  All Drawdown Notices, Conversion Notices,
Rollover Notices and notices of repayment or cancellation and, unless otherwise
provided herein, all other notices, requests, demands or other communications
to be given to the Administrative Agent by a Borrower hereunder shall be
executed by any one officer or director of the Borrower making each such
Drawdown Notice, Conversion Notice, Rollover Notice or notice of repayment or
cancellation.  2.17Evidence of Indebtedness  The Administrative Agent shall open and
maintain in accordance with its usual practice books of account evidencing all
Advances and all other amounts owing by the Borrowers to the Administrative
Agent and the Lenders hereunder. The Administrative Agent shall also enter in
the foregoing accounts details of every Letter of Credit issued on behalf of
Celestica, details of every Drawdown Date in respect of each Advance and all
amounts from time to time owing or paid by a Borrower to the Administrative
Agent for its own account or for the account of the Lenders hereunder, the
amounts of principal, interest and fees payable from time to time hereunder and
the unused portion of each Lenders Commitment available to be drawn down by
the Borrowers or in respect of which Advances may be made in connection with
reimbursement of the Issuing Bank pursuant to calls on a Letter of Credit. The
information entered in the foregoing accounts shall constitute, in the absence
of manifest error, prima facie
evidence of the obligations of the Borrowers to the Administrative Agent and
the Lenders hereunder, the date the Lenders made each Advance available to the
Borrowers, the date the Issuing Bank issued or was  37


called to honour a Letter of Credit and the
amounts the Borrowers have paid from time to time on account of the principal
of and interest on the Advances.  2.18Interest on Unpaid Costs and
Expenses  Unless the payment of interest is otherwise
specifically provided for herein, where a Borrower fails to pay any amount
required to be paid by a Borrower hereunder when due, having received notice
that such amount is due, such Borrower shall pay interest to the Administrative
Agent on such unpaid amount, including overdue interest from the time such
amount is due until paid at an annual rate equal to the sum of (i) 2%,
plus (ii) the Prime Rate, in the case of overdue amounts payable in
Canadian Dollars, or the Base Rate Canada, in the case of overdue amounts
payable in United States Dollars. Such interest shall be determined daily,
compounded quarterly in arrears on each Interest Payment Date in each year and
payable on demand.  2.19Criminal Rate of Interest  Notwithstanding the foregoing provisions of
this Article 2, the Borrowers shall in no event be obliged to make any
payments of interest or other amounts payable to the Lenders hereunder in
excess of an amount or rate which would be prohibited by law or would result in
the receipt by the Lenders of interest at a criminal rate (as such terms are
construed under the Criminal Code(Canada)).  2.20Compliance with the Interest Act(Canada)  For the purposes of this Agreement,
whenever any interest is calculated on the basis of a period of time other than
a calendar year, the annual rate of interest to which each rate of interest
determined pursuant to such calculation is equivalent for the purposes of the Interest Act(Canada) is such rate as so determined
multiplied by the actual number of days in the calendar year in which the same
is to be ascertained and divided by the number of days used in the basis of
such determination.  2.21Nominal Rate of Interest  The parties acknowledge and agree that all
calculations of interest under the Loan Documents are to be made on the basis
of the nominal interest rate described herein and not on the basis of effective
yearly rates or on any other basis which gives effect to the principle of
deemed reinvestment of interest. The parties acknowledge that there is a material
difference between the stated nominal interest rates and the effective yearly
rates of interest and that they are capable of making the calculations required
to determine such effective yearly rates of interest.  2.22Swing Line Facility  (a)Swing
Line Advances.  Subject to subsections (b) and
(k), the Swing Line Lender hereby agrees, on the terms and conditions set forth
in this Agreement, to make Swing Line Advances in Canadian Dollars or United
States Dollars to Celestica or any Canadian Designated Subsidiary from time to
time from the date hereof to the Maturity Date but in any event not later than
the Maturity Date.  38


(b)Limitation
on Swing Line Advances.  No Swing Line
Advance shall be made by the Swing Line Lender if:  (i)the sum of (A) the amount
of such Swing Line Advance and (B) the aggregate principal amount of all
Swing Line Advances outstanding on such day exceeds the Available Swing Line
Commitment;  (ii)immediately after such Swing Line
Advance is made, the aggregate outstanding principal amount of all Advances
exceeds the aggregate Commitments; or  (iii)a Trigger Event has occurred,
no Debt Rating Upgrade has ensued and is continuing following the Trigger
Event, and the obligations set out in Sections 9.1(p)(i) and 9.1(p)(ii) have
not been satisfied.  (c)Amount of
Each Swing Line Advance.  Each Swing
Line Advance in Canadian Dollars and each Swing Line Advance in United States
Dollars shall be in an aggregate principal amount of Cdn.$ 1,000,000 or U.S.$
1,000,000, as the case may be, or any integral multiple thereof.  (d)Interest
Rates.  Each Swing Line Advance shall bear interest
on the outstanding principal amount thereof, for each day from the date such
Swing Line Advance is made until it becomes due, at a rate per annum equal to,
in the case of Swing Line Advances in Canadian Dollars, the Prime Rate plus the
Applicable Margin, and, in the case of Swing Line Advances in United States
Dollars, the Base Rate Canada plus the Applicable Margin.  (e)Procedure
for Requesting Swing Line Advances. 
The relevant Borrower shall give to the Administrative Agent telephonic
notice no later than 10:00 a.m. (local time) on the date of each Swing
Line Advance specifying (i) the date of such Swing Line Advance, which
shall be a Banking Day in Toronto, Canada; and (ii) the currency and
amount of such Swing Line Advance. Such telephonic notice shall be followed by
delivery by the relevant Borrower by no later than 3:00 p.m. local time on
the same day of a Notice of Swing Line Borrowing. Promptly after receiving such
Notice of Swing Line Borrowing, the Administrative Agent shall notify the
relevant Swing Line Lender of the contents thereof and such Notice of Swing
Line Borrowing shall not thereafter be revocable by such Borrower.  (f)Funding
of Swing Line Advances.  On the date
of each Swing Line Advance, the Swing Line Lender shall make available such
Swing Line Advance no later than 12:00 noon, Toronto, Canada time.  (g)Optional
Prepayment of Swing Line Advances. 
Any Borrower may prepay its Swing Line Advance in whole at any time or
from time to time in part in a minimum principal amount of Cdn.$1,000,000 or
U.S.$1,000,000, as the case may be, or any integral multiple thereof, by giving
notice of such prepayment to the Administrative Agent not later than 10:00 a.m.
Toronto, Canada time on the date of prepayment and paying the principal amount
to be prepaid (together with  39


interest accrued thereon to the date of
prepayment) to the Administrative Agent for the account of the Swing Line
Lender.  (h)Maturity
of Swing Line Advances.  Any Swing
Line Advance outstanding on the seventh day after such Swing Line Advance, if
not repaid by such Borrower on such seventh day, shall convert to, in the case
of a Swing Line Advance in Canadian Dollars, a Prime Rate Advance or, in a case
of a Swing Line Advance in United States Dollars, a Base Rate Canada Advance,
as the case may be. If, prior to the seventh day after such Swing Line Advance
was made, the Administrative Agent declares the Advances to be immediately due
and payable or the Commitments automatically terminate, each as set out in Section 10.2,
such Swing Line Advance shall be due and payable on the date of such
declaration by the Administrative Agent or automatic termination.  (i)Refunding
Unpaid Swing Line Advances.  If any Swing
Line Advance is converted, pursuant to subsection (h), to another form of
Advance, the Swing Line Lender shall forthwith notify the Administrative Agent
and the Administrative Agent shall, by notice to the Lenders (including the
Swing Line Lender in its capacity as Lender), require the Lenders to pay to the
Administrative Agent, for the account of the Swing Line Lender, their Main
Facility Rateable Portion of the aggregate amount of such other form of
Advance. Such other form of Advance shall constitute, in the case of a Swing
Line Advance in Canadian Dollars, a Prime Rate Advance and, in the case of a
Swing Line Advance in United States Dollars, a Base Rate Canada Advance,
provided that if the Lenders are prevented from making such Advances by
provisions of applicable bankruptcy laws or otherwise, the amount so paid by
each Lender shall constitute a purchase by it of a participation in the unpaid
principal amount of such converted Swing Line Advances. Any such notice to the
Lenders shall specify the date on which such payments are to be made by them.
No later than 12:00 noon Toronto, Canada time on the date so specified each Lender
shall pay the amount so notified to it in immediately available funds to the
Administrative Agent for the account of the Swing Line Lender. Each Lenders
obligations to make payments for the account of the Swing Line Lender under
this subsection shall be absolute and unconditional and shall not be affected
by any circumstance provided that no Lender shall be obligated to make any
payment to the Administrative Agent under this Section with respect to a
Swing Line Advance made by the Swing Line Lender at a time when such Swing Line
Lender had received written notice from Celestica or the Administrative Agent
that a Default had occurred and was continuing. Notwithstanding the provisions
of this Section 2.22(i), if Export Development Canada (EDC) is prevented from making such Advances or from
purchasing such participation by any Applicable Law, EDCs Main Facility
Rateable Portion of such Swing Line Advance to be so converted shall not be
converted and shall remain outstanding as a Swing Line Advance, and EDC shall
provide to the Swing Line Lender a guarantee of payment of such amount, which
guarantee shall be in form and substance satisfactory to the Swing Line Lender.  (j)Increasing
or Decreasing Available Swing Line Commitment.  At
any time and from time to time, Celestica may, by written notice to the
Administrative  40


Agent, increase or decrease the Available
Swing Line Commitment, provided that the Available Swing Line Commitment shall
at no time exceed U.S.$ 25,000,000 less the amount, if any, that the Commitment
of the Swing Line Lender has been reduced pursuant to Section 2.7 or be
less than zero.  (k)Take-over
Bids.If a Borrower wishes to make a Drawdown of a
Swing Line Advance for the purpose of financing a Take-over Bid, such Borrower
shall deliver to the Swing Line Lender a Take-over Bid Notice at least ten (10) Banking
Days prior to the day on which it gives to the Swing Line Lender a telephonic
notice or Notice of Swing Line Borrowing requesting such Drawdown. Such
Take-over Bid Notice shall include the details of such Take-over Bid. As soon
as possible, but in any event within five (5) Banking Days of the giving
of the Take-over Bid Notice, the Swing Line Lender shall, acting reasonably and
in good faith, determine whether or not it wishes to fund such Swing Line
Advance.  Notwithstanding any other
provisions hereof, if the Swing Line Lender determines that it does not wish to
fund such Swing Line Advance, the Swing Line Lender shall not be required to
fund such Swing Line Advance, and the Swing Line Lender shall be considered to
be acting reasonably and in good faith if it determines that it does not wish
to fund such Swing Line Advance based on any of its internal regulatory,
take-over bid and credit policies and procedures.  2.23Defaulting Lender  Notwithstanding any other provision in this
Agreement to the contrary, if at any time a Lender becomes a Defaulting Lender,
then the following provisions shall apply so long as any Lender is a Defaulting
Lender:  (a)If any Swing Line Advances are
outstanding hereunder at any time that one or more Lenders is a Defaulting
Lender upon two (2) Banking Days written notice by the Administrative
agent, the Borrower shall, prepay such outstanding Swing Line Advances.  For greater certainty, at any time that all
Defaulting Lenders at such time cease to be Defaulting Lenders or are removed
or replaced in accordance with the provisions of Section 2.24, so that
there are no longer Defaulting Lenders, the Borrowers shall be entitled to
resume requesting Swing Line Advances in accordance with Section 2.23.  (b)If any Letters of Credit are
outstanding at any time that one or more Lenders is a Defaulting Lender (the
Defaulting Lenders participation in such Letters of Credit hereinafter
referred to as the Letter of Credit Shortfall),
upon two (2) Banking Days written notice by the Administrative Agent,
Celestica shall cash collateralize the amount of the Letter or Credit Shortfall
by depositing an amount equal to the Letter of Credit Shortfall with the
Administrative Agent, on behalf of the Issuing Bank, at or before 1:00 p.m.
Toronto, Canada time, on the date that is two (2) Banking Days following
notice by the Administrative Agent. Any such amount received by the
Administrative Agent, on behalf of the Issuing Bank, shall be held as
collateral security for the repayment of all Obligations in connection with the
applicable Letter of Credit and upon the drawing of such Letter of Credit, such
amount shall be applied to reimburse the Issuing Bank. The Administrative
Agent, on behalf of the Issuing Bank, shall return to Celestica the amount by  41


which the aggregate cash collateral then on
deposit with the Administrative Agent pursuant to this Section 2.23(b) together
with any interest thereon, exceeds the Letter of Credit Shortfall, if, at any
time (i) the amount of the Letter of Credit Shortfall decreases as a
result of the termination, reduction or cancellation of a Letter of Credit; (ii) the
Defaulting Lender ceases to be a Defaulting Lender; or (iii) the
Defaulting Lender is removed or replaced in accordance with the provisions of Section 2.24.  (c)The Swing Line Lender shall
not be required to fund any Swing Line Advance, and the Issuing Bank shall not
be required to issue, amend or increase any Letter of Credit, unless it is satisfied
that any repayment required to be made in accordance with paragraph (a) above
or any cash collateral required to be deposited in accordance with (b) above
has been and/or will be provided by the Borrower or Celestica, as applicable,
in accordance with this Section 2.23.  2.24Replacement and Removal of
Defaulting Lender  (a)Celestica shall be permitted
to replace any Lender that becomes a Defaulting Lender (A) if the
Defaulting Lender is a Defaulting Lender by reason of paragraph (v) of the
definition thereof, without the consent of the Lenders, or (B) if for any
other reason, with the consent of the Majority Lenders, acting reasonably, with
a replacement lender; provided that (i) such replacement does not
constitute a breach of Applicable Law, (ii) no Default shall have occurred
and be continuing at the time of such replacement, (iii) the replacement
lender shall purchase, at par (unless the replacement lender and the replaced
Lender otherwise agree), all Advances and other amounts owing to such replaced
Lender on or prior to the date of replacement, (iv) the Borrower shall be
liable to such replaced Lender if any LIBOR Advance owing to such replaced
Lender shall be purchased other than on the last day of the Interest Period
relating thereto, (v) the replacement lender shall be reasonably
satisfactory to the Administrative Agent, the Swing Line Lender and the Issuing
Bank, (vi) the replaced Lender shall be obligated to make such replacement
in accordance with the provisions of Section 13.11 (provided that the
Borrower shall be obligated to pay the registration and processing fee referred
to in Section 13.11(c)(iii)), and (vii) any such replacement shall
not be deemed to be a waiver of any rights that the Borrower, the
Administrative Agent or any other Lender shall have against the replaced Lender
or that the replaced Lender shall have against any other Person.  (b)Celestica may (A) if the
Defaulting Lender is a Defaulting Lender by reason of paragraph (v) of the
definition thereof, without the consent of the Lenders, or (B) if for any
other reason, with the consent of the Majority Lenders, acting reasonably, at
any time, upon at least three (3) Banking Days prior written notice to
the Administrative Agent, repay, or cause another Borrower to repay, all
amounts outstanding to a Defaulting Lender and thereupon the Commitment of such
Defaulting Lender shall be permanently cancelled, the Commitment of each of the
other Lenders shall remain the same and the Facility shall be permanently
reduced by the amount of the Commitment of the Defaulting Lender; provided,
however, that:  42


(i)If any such repayment relates
to the Bankers Acceptances or Acceptance Notes, which have not matured, the
Borrower to which such Advance was made shall, at such time, deposit in a cash
collateral account opened and maintained by the Administrative Agent such
amount as may be required to yield an amount equal to the aggregate
undiscounted Face Amount of such instruments on the maturity dates thereof; and  (ii)In the event that any such
repayment relates to a LIBOR Advance other than on the scheduled last day of
the applicable Interest Period, the Borrower to which such Advance was made
shall contemporaneously pay to the Administrative Agent all applicable breakage
costs, being any loss or expense incurred by the Lenders by reason of the
resulting liquidation or re-employment of deposits of funds.  Upon the repayment of all amounts owing to
any Defaulting Lender and the termination of such Defaulting Lenders
Commitment, such Defaulting Lender shall no longer constitute a Lender for
purposes of this Agreement; provided, that the removal of the Defaulting Lender
shall not be deemed to be a waiver of any rights that the Borrower, the Administrative
Agent or any other Lender shall have against or in respect of the Defaulting
Lender or that the Defaulting Lender shall have against or in respect of any
other Person.  ARTICLE 3
LETTERS OF CREDIT  3.1Issuance Request  By delivering to the Administrative Agent
and the Issuing Bank an Issuance Request at or before 12:00 noon, Toronto,
Canada time, Celestica may request, from time to time prior to the Maturity
Date and on not less than three nor more than ten Banking Days notice, that
the Issuing Bank issue an irrevocable standby letter of credit or letter of
guarantee in such form as may be requested by Celestica and approved by the
Issuing Bank (each a Letter of Credit)
in support of financial obligations of a Restricted Subsidiary incurred in such
Restricted Subsidiarys ordinary course of business and which are described in
such Issuance Request, provided that, if the form of the letter of credit
requested by Celestica is in a language other than English, Celestica shall
provide to the Administrative Agent and the Issuing Bank not less than ten nor
more than twenty Banking Days notice. Upon receipt of an Issuance Request, the
Administrative Agent shall, within twenty (20) days of the receipt thereof,
notify the Lenders thereof.  Each Letter of
Credit shall, by its terms:  (a)be issued in a Face Amount
which when aggregated with the Face Amounts of all other outstanding Letters of
Credit does not exceed (or would not, upon its issuance, exceed) the then
Letter of Credit Availability;  (b)be stated to expire on a date
(its Stated Expiry Date) not later than one
year from the Maturity Date; and  (c)on or prior to its Stated
Expiry Date:  43


(i)terminate immediately upon
notice to the Issuing Bank thereof from the beneficiary thereunder that all
obligations covered thereby have been terminated, paid or otherwise satisfied
in full, and  (ii)reduce, in part, immediately
and to the extent that the beneficiary thereunder has notified the Issuing Bank
thereof that the obligations covered thereby have been paid or otherwise
satisfied in part.  Celestica may request Letters of Credit to
be denominated in Canadian Dollars, in United States Dollars, and in Pounds
Sterling or, if the Issuing Bank in its sole and absolute discretion agrees, in
Euros or such other currency as Celestica may request in the Issuance Request.
In the event that the currency in which a Letter of Credit is expressed to be
drawn is a currency other than United States Dollars or Canadian Dollars, for
the purposes of determining whether the Face Amount of all outstanding Letters
of Credit exceeds (or would, upon its issuance, exceed) the Letter of Credit
Availability, the Face Amount payable under such Letter of Credit shall be deemed
to be the Equivalent Amount in United States Dollars of such other currency on
the date of such determination. The provisions of Section 6.2 shall apply
to Letters of Credit issued contemporaneously on the first Drawdown Date and,
thereafter, Section 6.3 (with the exception of Section 6.3(a)) shall
apply at the time of issuance of any Letter of Credit as if such issuance were
a Drawdown.  3.2Issuances  On the terms and subject to the conditions
of this Agreement, the Issuing Bank shall issue Letters of Credit in accordance
with the Issuance Requests made therefor. The Issuing Bank will make available
the original of each Letter of Credit which it issues in accordance with the
Issuance Request therefor to the beneficiary thereof. The Issuing Bank shall notify
the Administrative Agent of each issuance of or amendment to any Letter of
Credit on the day upon which such issuance or amendment occurs and will
promptly provide each of the Administrative Agent and the Lenders with a copy
of such Letter of Credit or amendment thereof.  3.3Other Lenders Participation  Each Letter of Credit issued pursuant to Section 3.2
shall, effective upon its issuance and without further action, be issued on
behalf of all Lenders (including the Issuing Bank) in their respective Main
Facility Rateable Portions. Each Lender shall, to the extent of its Main
Facility Rateable Portion, be deemed irrevocably to have participated in the
issuance of the Letter of Credit and shall be deemed to have purchased from the
Issuing Bank an interest in each Letter of Credit equal to its Main Facility
Rateable Portion of the Face Amount of each Letter of Credit; provided,
however, that in the event that any Letter of Credit is denominated in a
currency other than United States Dollars, each of the Lenders, other than the
Issuing Bank, shall be deemed to have purchased from the Issuing Bank an
interest in each Letter of Credit equal to its Main Facility Rateable Portion
of the Equivalent Amount, expressed in United States Dollars and determined on
the date of issuance, of the Letter of Credit. Each Lender shall be responsible
to reimburse promptly the Issuing Bank for Reimbursement Obligations which have
not been reimbursed by Celestica in accordance with Section 3.4 or which
have been reimbursed by Celestica but must be returned, restored or disgorged
by the Issuing Bank for any reason and each Lender shall, to the extent of its
Main Facility Rateable Portion, be entitled to receive from the Administrative
Agent its Main Facility Rateable Portion of the fee received by the  44


Administrative Agent with respect to each
Letter of Credit payable pursuant to Section 3.8(b).  In the event that Celestica shall fail to
reimburse the Issuing Bank or if for any reason Advances shall not be made to
fund any Reimbursement Obligation, all as provided in Section 3.4 and in
an amount equal to the amount of any drawing on or by the Issuing Bank under a
Letter of Credit, or in the event the Issuing Bank must, for any reason,
return, restore or disgorge such reimbursement, the Issuing Bank shall promptly
notify each Lender of the unreimbursed amount of such drawing and such Lenders
respective Main Facility Rateable Portion of the Face Amount of such Letter of
Credit. Each Lender shall make available to the Issuing Bank, whether or not
any Default shall have occurred and be continuing, an amount equal to its
respective Main Facility Rateable Portion of the Face Amount of such Letter of
Credit in same day or immediately available funds at the office of the Issuing
Bank specified in such notice not later than 10:00 a.m. local time on the
Banking Day after the date notified by the Issuing Bank. In the event that any
Lender fails to make available to the Issuing Bank the amount of such Lenders
participation in such Letter of Credit as provided herein, the Issuing Bank
shall be entitled to recover such amount on demand from such Lender together
with interest at a daily rate consistent with market practice. Nothing in this Section shall
be deemed to prejudice the right of any Lender to recover from the Issuing Bank
any amounts made available by such Lender to the Issuing Bank pursuant to this Section in
the event that it is determined by a court of competent jurisdiction in a
final, non-appealable decision that the payment with respect to such Letter of
Credit by the Issuing Bank in respect of which payment was made by such Lender
constituted gross negligence or wilful misconduct on the part of the Issuing
Bank. The Issuing Bank shall distribute to each other Lender which has paid all
amounts payable by it under this Section with respect to any Letter of
Credit issued by the Issuing Bank such other Lenders Main Facility Rateable
Portion of all payments received by the Issuing Bank from Celestica in
reimbursement of drawings honoured by the Issuing Bank under such Letter of
Credit when such payments are received.  3.4Reimbursement  The Issuing Bank will notify Celestica and
the Administrative Agent promptly following the presentment for payment of any
drawing under a Letter of Credit which notice shall include the date (a Disbursement Date) such payment shall be made. Subject to
the terms and provisions of such Letter of Credit, the Issuing Bank shall make
such payment to the beneficiary (or its designee) of such Letter of Credit
(each, a Disbursement). Unless Celestica has
made alternative arrangements with the Issuing Bank with respect to payment to
the Administrative Agent of an amount sufficient to permit the Issuing Bank to
discharge its obligations under the Letter of Credit together with that amount
equal to any and all charges and expenses which the Issuing Bank may pay or
incur in respect to such Letter of Credit, at or prior to 12:00 noon, Toronto,
Canada time on the Disbursement Date, Celestica will reimburse the Issuing Bank
for all amounts disbursed under the Letter of Credit together with that amount
equal to any and all charges and expenses which the Issuing Bank may pay or
incur in respect of such drawing under such Letter of Credit, failing which any
such payment so payable shall be deemed to be (i) a Drawdown of a Prime
Rate Advance if payment under such Letter of Credit was made in Canadian
Dollars; (ii) a Drawdown of a Base Rate Canada Advance if payment under
such Letter of Credit was made in United States Dollars; or (iii) a
Drawdown of a Base Rate Canada Advance in the Equivalent Amount in United
States Dollars on the date of such Disbursement of the aggregate of the amount
so disbursed and all such charges and expenses if payment under such Letter of
Credit was made in a currency other than United States Dollars or Canadian  45


Dollars; provided that the provisions of Section 6.3
regarding conditions for subsequent Drawdowns shall not apply to such Advances.
In the event that any amount so payable by the Issuing Bank exceeds the amount
available to be drawn down by Celestica under the Facility, then forthwith upon
receipt of such notice, Celestica shall provide to the Issuing Bank an amount
equal to such excess amount. Celesticas obligation (a Reimbursement
Obligation) to reimburse the Issuing Bank with respect to each
Disbursement, and each Lenders obligation to make participation payments in
each drawing which has not been reimbursed by Celestica, shall be absolute and
unconditional under any and all circumstances and irrespective of any setoff,
counterclaim, or defence to payment which Celestica may have or have had
against any Lender or any beneficiary of a Letter of Credit, including any
defence based upon the occurrence of any Default, any draft, demand or
certificate or other document presented under a Letter of Credit proving to be
forged, fraudulent, invalid or insufficient, the failure of any Disbursement to
conform to the terms of the applicable Letter of Credit (if, in the Issuing
Banks good faith opinion, such Disbursement is determined to be appropriate)
or any non-application or misapplication by the beneficiary of the proceeds of
such Disbursement, or the legality, validity, form, regularity, or
enforceability of such Letter of Credit; provided, however, that nothing herein
shall adversely affect the right of Celestica to commence any proceeding
against the Issuing Bank for any wrongful Disbursement made by the Issuing Bank
under a Letter of Credit as a result of gross negligence or wilful misconduct
(as determined by a final, non-appealable decision of a court of competition
jurisdiction) on the part of the Issuing Bank.  3.5Deemed Disbursements  Upon the declaration by the Administrative
Agent that all Advances are immediately due and payable or are due and payable
on demand pursuant to Section 10.2, Celestica shall immediately deposit
with the Administrative Agent, on behalf of the Issuing Bank, an amount equal
to the undrawn Face Amount of all issued and outstanding Letters of Credit. If
such deposit is not received by the Administrative Agent, on behalf of the
Issuing Bank, within 15 days of such declaration by the Administrative Agent,
the Administrative Agent may, with the consent of the Majority Lenders, deem a
Drawdown Notice to have been delivered by Celestica requesting (i) a
Drawdown of a Prime Rate Advance in an amount equal to the undrawn Face Amount
of outstanding Letters of Credit denominated in Canadian Dollars, (ii) a
Drawdown of a Base Rate Canada Advance in an amount equal to the undrawn Face
Amount of outstanding Letters of Credit denominated in U.S. Dollars, and (iii) a
Drawdown of a Base Rate Canada Advance in the Equivalent Amount in United
States Dollars (on the date preceding the date that such Drawdown Notice is
deemed to have been delivered by Celestica and from time to time thereafter) of
the undrawn Face Amount of outstanding Letters of Credit denominated in a
currency other than United States Dollars or Canadian Dollars. Such Advances
shall be made and the Lenders shall fund such Advances in accordance with Section 11.2
notwithstanding the provisions of Section 6.3. Any amounts so received by
the Administrative Agent, on behalf of the Issuing Bank, from Celestica
pursuant to this Section shall be held as collateral security for the
repayment of all Obligations in connection with the Letters of Credit issued by
the Issuing Bank. At any time when such Letters of Credit shall terminate
pursuant to Section 3.1(c)(i) or be reduced pursuant to Section 3.1(c)(ii),
the obligations of Celestica under this Section shall be reduced
accordingly (subject, however, to reinstatement in the event any payment in
respect of such Letters of Credit is recovered by any beneficiary in any manner
from the Issuing Bank), and the Administrative Agent, on behalf of the Issuing
Bank, will return to Celestica the amount, if any, by which the aggregate
amount deposited by Celestica with the Administrative Agent, together with any  46


interest accrued thereon, exceeds the
aggregate amount paid by the Administrative Agent for application by the
Issuing Bank to any Reimbursement Obligation of Celestica and the aggregate
amount of any unpaid Reimbursement Obligations of Celestica.  If, pursuant to Section 10.2, the
Administrative Agent withdraws its declaration that all Advances are
immediately due and payable or are due and payable on demand, or at such time
when all Events of Default shall have been cured or waived, the Administrative
Agent, on behalf of the Issuing Bank, shall return to Celestica all amounts
then on deposit with the Administrative Agent (together with any interest
thereon) pursuant to this Section 3.5.  3.6Nature of Reimbursement
Obligations  Celestica shall assume all risks of the
acts, omissions, or misuse of any Letter of Credit it has requested by the
beneficiary thereof. Neither the Issuing Bank nor any Lender (except to the
extent of its own gross negligence or wilful misconduct, as determined by a
final, non-appealable decision of a court of competent jurisdiction) shall be
responsible for:  (a)the form, validity,
sufficiency, accuracy, genuineness, or legal effect of any Letter of Credit or
any document submitted by any party in connection with the application for or
issuance of a Letter of Credit, even if it should in fact prove to be in any or
all respects invalid, insufficient, inaccurate, fraudulent, or forged;  (b)the form, validity,
sufficiency, accuracy, genuineness, or legal effect of any instrument
transferring or assigning or purporting to transfer or assign a Letter of
Credit or the rights or benefits thereunder or proceeds thereof in whole or in
part, which may prove to be invalid or ineffective for any reason;  (c)failure of the beneficiary to
comply fully with conditions required in order to demand payment under a Letter
of Credit;  (d)errors, omissions,
interruptions, or delays in transmission or delivery of any messages, by mail,
telecopier, or otherwise; or  (e)any loss or delay in the
transmission or otherwise of any document or draft required in order to make a
Disbursement under a Letter of Credit or of the proceeds thereof.  None of the foregoing shall affect, impair,
or prevent the vesting of any of the rights or powers granted to the Issuing
Bank or any Lender hereunder. Any action taken or omitted to be taken by the
Issuing Bank in good faith shall be binding upon Celestica and shall not
subject the Issuing Bank to any resulting liability to Celestica.  3.7Indemnity for Costs  Celestica shall indemnify the Issuing Bank
against any and all costs, damages, expenses, taxes (other than taxes on
overall net income, assets or capital), claims and demands which the Issuing
Bank may incur or sustain by reason of or arising in any way whatsoever in
connection with the operating, establishing or paying of the amounts payable
under a Letter of Credit or arising in connection with any amounts payable by
the Issuing Bank thereunder.  47


3.8Fees  (a)At the time of issuance of a
Letter of Credit, Celestica shall pay to the Administrative Agent, for the
account of the Issuing Bank, an issuing fee in an amount equal to the product
of (i) the Face Amount of the Letter of Credit, (ii) 0.1%, and (iii) a
fraction, the numerator of which is the number of days in the term of the
Letter of Credit and the denominator of which is 365 (or 366 in the case of a
leap year).  (b)Celestica shall pay to the
Administrative Agent for the rateable account of the Non-Defaulting Lenders, in
respect of each Letter of Credit issued hereunder, a quarterly fee calculated
daily on each day in each fiscal quarter during the term of such Letter of
Credit in an amount equal to the sum of the products obtained on each such day
by multiplying (i) the undrawn portion of the Face Amount of the Letter of
Credit on such day less the amount of any cash collateral deposited by
Celestica in respect of such Letter of Credit pursuant to Section 2.23, (ii) the
LC Fee and (iii) a fraction, the numerator of which is one (1) and
denominator of which is 365 (or 366 in the case of a day occurring in a leap
year). Such fee shall be payable by Celestica to the Administrative Agent on
the first Business Day of the next following fiscal quarter. The fee shall in
turn be distributed by the Administrative Agent to the Non-Defaulting Lenders
on the first Business Day of each fiscal quarter in accordance with the Lenders
respective Main Facility Rateable Portions as at the last day of the prior
fiscal quarter.  (c)Celestica shall pay to the
Administrative Agent, for the account of the Issuing Bank, an amendment fee in
United States Dollars in respect of each amendment to any Letter of Credit in
such amount as is usual and customary for the Issuing Bank to charge its
customers, and such fee shall be payable by Celestica to the Administrative
Agent, for the account of the Issuing Bank, at the time of request for such
amendment.  (d)In the event that the currency
in which a Letter of Credit is expressed to be drawn is a currency other than
United States Dollars or Canadian Dollars, for the purposes of assessing the
fees payable under this Section 3.8, the Face Amount payable under the
Letter of Credit shall be deemed to be the Equivalent Amount in United States
Dollars of such other currency on the date on which such fee is to be assessed.  ARTICLE 4
BANKERS ACCEPTANCES AND ACCEPTANCE NOTES  4.1Funding of Bankers
Acceptances  If the Administrative Agent receives from
Celestica or a Canadian Designated Subsidiary a Drawdown Notice or a Rollover
Notice or a Conversion Notice requesting an Advance or a Rollover or a
Conversion into a Bankers Acceptance Advance, the Administrative Agent shall
notify each of the Lenders, prior to 11:30 a.m. (Toronto, Canada time) on
the first Banking Day prior to the date of such Advance, of such request and
each Lenders Main Facility Rateable Portion of such Advance except that, if
the Face Amount of a draft which would otherwise be  48


accepted by a Lender would not be
Cdn.$100,000, or an integral multiple thereof, such Face Amount shall be
increased or reduced by the Administrative Agent in its sole and unfettered
discretion to the nearest integral multiple of Cdn.$100,000. Each Lender shall,
not later than 11:30 a.m. (Toronto, Canada time) on the date of each
Advance by way of Bankers Acceptance under the Facility (whether in respect of
a Drawdown or pursuant to a Rollover or Conversion), accept drafts of such
Borrower who has delivered such Drawdown Notice, Rollover Notice or Conversion
Notice which are presented to it for acceptance and which have an aggregate
face amount equal to such Lenders Main Facility Rateable Portion of the total
Advance being made by way of Bankers Acceptances on such date.  With respect to each Drawdown of or Rollover
of or Conversion into Bankers Acceptances, each Lender shall not be required
to accept any draft which has a Face Amount which is not an integral multiple
of Cdn.$100,000. Subject to this Section and Section 2.3, each Lender
shall purchase its Main Facility Rateable Portion of any Bankers Acceptances.
Concurrently with the acceptance of drafts of such Borrower as aforesaid, each
Lender shall make available to the Administrative Agent its Main Facility
Rateable Portion of the Notional BA Proceeds with respect to such Advance. The
Administrative Agent shall, upon fulfilment by such Borrower of the conditions
set out in Section 6.2 or Section 6.3, as applicable, make such
Notional BA Proceeds available to such Borrower on the date of such Advance by
crediting the Designated Account of such Borrower.  4.2Acceptance Fees  With respect to each draft of Celestica or
a Canadian Designated Subsidiary accepted pursuant hereto, such Borrower shall
pay to the Administrative Agent for the account of the Lenders, as the case may
be, in advance, an acceptance fee calculated at the rate per annum, on the
basis of a year of 365 days or 366 days in the case of a leap year, equal to
the Applicable Margin pertaining to the Canadian BA Rate on the Face Amount of
such Bankers Acceptance or the principal amount of an Acceptance Note, as
applicable for its term, being the actual number of days in the period
commencing on the date of acceptance of such Borrowers draft or the date of
such Acceptance Note and ending on but excluding the maturity date of the
Bankers Acceptance or Acceptance Note. Such acceptance fees shall be
non-refundable and shall be fully earned on the first day of the Interest
Period of the Acceptance Note. Such acceptance fees shall be paid by the
Borrower whose draft has been accepted by the Administrative Agent deducting
the amount thereof on behalf of the Lenders from what would otherwise be
Notional BA Proceeds funded pursuant to Section 4.1.  4.3Presigned Draft Forms  (a)Subject to paragraph (b) of
this Section 4.3, in order to enable the Lenders to create Bankers
Acceptances or Acceptance Notes in the manner specified in this Article 4,
Celestica and each Canadian Designated Subsidiary shall supply each Lender with
such number of drafts as it may reasonably request, duly signed on behalf of
such Borrower. Each Lender hereby indemnifies each such Borrower from and against
any damages, losses, costs, expenses or other claims incurred by such Borrower
and arising by reason of or resulting from any loss or improper use thereof by
such Lender, will exercise and cause its agents to exercise such care in the
custody and safekeeping of such drafts as it would exercise in the custody and
safekeeping of similar property owned by it and will, upon request by any such
Borrower, promptly advise such Borrower of the number and designations, if any,
of uncompleted drafts held by it for and on behalf of such Borrower. The  49


signature of any officer of the applicable
Borrower on a draft may be mechanically reproduced by the applicable Borrower
and any Bankers Acceptance or Acceptance Note bearing a facsimile signature of
a duly authorized officer of a Borrower shall be binding upon the applicable
Borrower as if it had been manually signed by such person even if such person
no longer holds office on the date of its acceptance by the Lender or at any
time after such date. No Lender shall be liable for its failure to accept a
draft as required hereby if the cause of such failure is, in whole or in part,
due to the failure of the applicable Borrower to provide drafts to such Lender
on a timely basis in accordance with the terms hereof.  (b)Each of Celestica and each
Canadian Designated Subsidiary hereby irrevocably appoints each Lender as its
attorney to sign and endorse on its behalf, manually or by facsimile or
mechanical signature, any Bankers Acceptance or Acceptance Note necessary to
enable each Lender to make Advances in the manner specified in this Article 4.
All Bankers Acceptances or Acceptance Notes signed or endorsed on behalf of
the applicable Borrower by a Lender shall be binding on such Borrower, all as
if duly signed or endorsed by such Borrower. Each Lender shall (i) maintain
a record with respect to any Bankers Acceptance or Acceptance Note completed
in accordance with this Section 4.3(b), voided by it for any reason,
accepted and purchased or purchased or exchanged, and cancelled at its
respective maturity; and (ii) retain such records in the manner and for
the statutory periods provided by Applicable Law and make such records
available to Celestica and each Canadian Designated Subsidiary acting
reasonably. On request by Celestica or any Canadian Designated Subsidiary, a
Lender shall cancel and return to the possession of such Borrower all Bankers
Acceptances or Acceptance Notes which have been pre-signed or pre-endorsed on behalf
of such Borrower and which are held by such Lender and are not required to make
Advances in accordance with this Article 4.  4.4Term and Interest Periods  The Interest Period of any Bankers
Acceptance shall be specified in the draft and in the Drawdown Notice,
Conversion Notice or Rollover Notice related thereto and the Interest Period
for any Acceptance Note shall be specified in the Drawdown Notice, Conversion
Notice or Rollover Notice related thereto and Interest Period of any Bankers
Acceptance and the Interest Period of an Acceptance Note shall be for periods
of approximately 30, 60, 90 or 180 days, unless otherwise agreed to by the
Administrative Agent. The Interest Period of each Bankers Acceptance shall
mature, and the Interest Period of an Acceptance Note shall end, on a Banking
Day. Each Borrower who delivers a Drawdown Notice, Rollover Notice or
Conversion Notice shall ensure that no Bankers Acceptance issued pursuant
thereto shall have an Interest Period ending after the Maturity Date and that
no Acceptance Note issued pursuant thereto shall have an Interest Period ending
after the Maturity Date.  4.5Payment on Maturity  A Borrower which has received a Bankers
Acceptance Advance shall pay to the Administrative Agent, for the account of
the Lenders, on the maturity date of such Bankers Acceptance and the last day
of the Interest Period of an Acceptance Note an amount equal to the Face Amount
of  50


such maturing Bankers Acceptance or the
principal amount of such Acceptance Note, as the case may be; provided that
such Borrower may, at its option, so reimburse the Lenders, in whole or in
part, by delivering to the Administrative Agent no later than 10:00 a.m.
two (2) Banking Days prior to the maturity date of a maturing Bankers
Acceptance or the last day of the Interest Period of an Acceptance Note, as the
case may be, a Rollover Notice specifying the term of the Bankers Acceptances
or the next Interest Period for such Acceptance Note, as the case may be, and
presenting drafts or Acceptance Notes to the Lenders for acceptance and
purchase having, in the case of reimbursement in whole by replacement Bankers
Acceptances or Acceptance Notes, an aggregate Face Amount equal to the Face
Amount of the maturing Bankers Acceptances or principal amount of the
Acceptance Notes. In the event that a Borrower fails to deliver a Conversion
Notice or Rollover Notice and fails to make payment to the Administrative Agent
in respect of the maturing Bankers Acceptance Advance, the Face Amount of the
maturing Bankers Acceptances and the principal amount of the Acceptance Notes
forming part of such Bankers Acceptance Advance shall be deemed to be
converted to a Prime Rate Advance on the relevant maturity date.  4.6Waiver of Days of Grace  Each of Celestica and any Canadian
Designated Subsidiary Borrower renounces and shall not claim any days of grace
for the payment of any Bankers Acceptance or Acceptance Notes.  4.7Special Provisions Relating to
Acceptance Notes  (a)Each Borrower and each Lender
hereby acknowledges and agrees that from time to time certain Lenders which are
Non-Schedule I Lenders may not be authorized to or may, as a matter of general
corporate policy, elect not to accept or purchase Bankers Acceptance drafts,
and the Borrowers and each Lender agree that any such Lender may purchase
Acceptance Notes of any of Celestica or any Canadian Designated Subsidiary in
accordance with the provisions of Section 4.7(b) in lieu of creating
Bankers Acceptances for its account.  (b)In the event that any Lender
described in Section 4.7(a) above is unable to, or elects as a matter
of general corporate policy not to, accept or purchase Bankers Acceptances
hereunder, such Lender shall not be required to accept or purchase Bankers
Acceptances hereunder, but rather, if Celestica or any Canadian Designated
Subsidiary requests the acceptance of such Bankers Acceptances, that Borrower
shall deliver to such Lender an Acceptance Note or Acceptance Notes of such
Borrower having the same maturity as the Bankers Acceptances to be accepted
and in an aggregate principal amount equal to the face amount of such Bankers
Acceptances. Each such Lender hereby agrees to purchase Acceptance Notes from
such Borrower at a purchase price equal to the Notional BA Proceeds which would
have been applicable if a Bankers Acceptance draft had been accepted by it and
such Acceptance Notes shall be governed by the provisions of this Article 4
as if they were Bankers Acceptances.  4.8No Market  If the Administrative Agent determines in
good faith and notifies Celestica in writing that, by reason of circumstances
affecting the Canadian money market, there is no market for Bankers  51


Acceptances, then the right of Celestica or
any Canadian Designated Subsidiary to request Bankers Acceptance Advances
shall be suspended until the Administrative Agent, acting reasonably,
determines that the circumstances causing such suspension no longer exists and
the Administrative Agent so notifies Celestica. In such circumstances, any
Drawdown Notice for a Bankers Acceptance Advance which is outstanding shall be
cancelled and the Drawdown requested therein shall, at the option of Celestica
or any Canadian Designated Subsidiary delivering such Drawdown Notice, either
not be made or be made as a Prime Rate Advance.  ARTICLE 5
CHANGE OF CIRCUMSTANCES 
AND INDEMNIFICATION  5.1Intentionally Deleted  5.2Increased Costs  In the event of (i) any Applicable Law
coming into force after the date hereof, (ii) any change in any Applicable
Law, or in the interpretation or application thereof by any court or by any
governmental, regulatory, other authority or central bank charged with the
administration thereof, or (iii) compliance by any Lender with any
direction, request or requirement (whether or not having the force of law but,
if not having the force of law, one with which a responsible bank acting
reasonably would comply) of any government, monetary authority, central bank or
comparable agency which now or hereafter:  (a)subjects a Lender to any Tax
or changes the basis of taxation, or increases any existing Tax (in each case,
except for the coming into force of any Tax or change in the basis of taxation
in respect of or the change in the rate of Tax charged on net income as a
whole, on franchises or capital applicable to the relevant jurisdictions of the
Lender), on payments of principal, interest or other amounts payable by the
Borrowers to such Lender under any Loan Document or on or by reference to the
amount of any Advances made or to be made by any Lender hereunder or on or by
reference to the Commitment of any Lender, or  (b)imposes, modifies or deems
applicable any reserve, liquidity, cash margin, deposit, deposit insurance,
assessment, ratio or similar requirements against assets held by, or deposits
in or for the account of, or loans by, or otherwise imposes any cost on, any
Lender in agreeing to make or making, funding or maintaining all or any of the
Advances or its Commitment (including, without limitation, any such requirement
imposed by the Board of Governors of the United States Federal Reserve System
or by the Bank of England or The Financial Services Authority), or  (c)has the effect of increasing
the amount of overall capital required to be maintained by a Lender or any
corporation controlling such Lender, taking into account the existence of such
Lenders participation in any Advance or any of its obligations under any Loan
Document (including, without limitation, all or any part of its Commitment),  52


and the result of any of the foregoing is
to increase the cost to a Lender, reduce the income receivable by it or reduce
the effective return on the capital of such Lender in respect of any Advances
and/or its Commitment to an extent which such Lender believes to be material
(after consultation with Celestica), the Lender shall give notice thereof to the
Administrative Agent and the Administrative Agent shall give notice thereof to
the Borrowers (herein called a Notice of Amount)
stating the event by reason of which it believes it is entitled to Additional
Compensation (as hereinafter defined), such cost and/or such reduction in such
return (or such proportion of such reduction as is, in the reasonable and bona fide opinion of such Lender, attributable to its
obligations hereunder), the amount of such Additional Compensation (as
hereinafter defined) incurred by such Lender and supplying reasonable
supporting evidence (including, in the event of change of Applicable Law, a
photocopy of the Applicable Law evidencing such change together with a
certificate of a duly authorized officer of the Lender setting forth the
Additional Compensation and the basis for calculation of such Additional
Compensation and an opinion in writing of such Lenders counsel confirming such
change); provided that the Lender shall not be required to disclose any
information required to be kept confidential by Applicable Law (in which case
the requirement of such confidentiality shall be supported by an opinion of
such Lenders counsel)  within ten (10) Banking
Days of the date of receipt of any Notice of Amount, the amount set out therein
(in this Article 5 referred to as Additional Compensation)
shall be paid to the Lender by Celestica (if applicable, on behalf of the
relevant Designated Subsidiary) to the Lender. 
In the event such Lender subsequently recovers all or part of the Additional
Compensation paid by the Borrowers, it shall repay an equal amount to such
Borrowers.  5.3Illegality  If, with respect to any Lender, the
implementation of any existing provision of Applicable Law or the adoption of
any Applicable Law, or any change therein or in the interpretation or
application thereof by any court or by any statutory board or commission now or
hereafter makes it unlawful for such Lender to make, fund or maintain all or
any portion of an outstanding Advance, to maintain all or any part of its
Commitment hereunder or to give effect to its obligations in respect of all or
any portion of an outstanding Advance, such Lender may, by written notice
thereof to the Borrowers and the other Lenders through the Administrative Agent
(supported, at the request and expense of the Borrowers, by an opinion of such
Lenders counsel), declare the obligations of such Lender under this Agreement
to be terminated whereupon the same shall forthwith terminate, and the
Borrowers to whom such Lender has made Advances shall repay within the time
required by such law (or as promptly as practicable if already unlawful or at
the end of such longer period, if any, as such Lender in its bona fide opinion may agree) the principal of the Advances
made by such Lender. If any such change shall affect only that portion of such
Lenders obligations under this Agreement that is, in the bona fide
opinion of such Lender, severable from the remainder of this Agreement so that
the remainder of this Agreement may be continued in full force and effect
without otherwise affecting any of the obligations of such Lender or the
Borrowers hereunder, such Lender shall declare its obligations under only that
portion so terminated.  5.4Mitigation  (a)If, in respect of any Lender,
circumstances arise which would result, upon the giving of notice, in:  53


(i)Additional Compensation being
paid by a Borrower to a Lender under Section 5.2; or  (ii)a reduction of all or any of
an Advance by such Lender or the Lenders Commitment pursuant to Section 5.3;
or  (iii)the prepayment of the portion
of the Advances outstanding to it pursuant to Section 5.3; or  (iv)the payment of any amount by
an Obligor under Section 5.5;  then such Lender, promptly upon becoming
aware of the same and the possible results thereof, shall notify the
Administrative Agent thereof and the Administrative Agent shall notify the
Borrowers thereof and, in consultation with the Borrowers shall take such
steps, if any, as such Lender in its bona fide
opinion considers appropriate to mitigate the effects of such circumstances.
Without limiting the generality of the foregoing, if it is commercially
reasonable, such Lender shall make reasonable efforts to limit the incidence of
any such Additional Compensation and seek recovery for the account of the
Borrowers upon the Borrowers request and at the Borrowers expense; provided
that such Lender in its reasonable determination suffers no appreciable
economic, legal, regulatory or other disadvantage. In all events, the Lenders
shall promptly co-operate with the Borrowers to the extent possible, to
rearrange the affected availment to one that may not be affected by such
change, but failure to effect a change in availment shall not relieve the
relevant Borrower of its obligation to pay the Additional Compensation.
Notwithstanding the foregoing provisions, a Lender shall only be entitled to
rely upon the provisions of Section 5.2 if and for so long as it is not
treating the Borrowers in any materially different or in any less favourable
manner than is applicable to any other customers of any relevant Lender, where
such other customers are bound by similar provisions to the foregoing
provisions of Section 5.2.  (b)If any Lender seeks Additional
Compensation pursuant to Section 5.2 hereof (the Affected
Lender), then the relevant Borrowers may indicate to the
Administrative Agent in writing that they desire to (i) replace the
Affected Lender with one or more of the other Lenders, and/or (ii) amend a
Drawdown Notice or Notice of Swing Line Borrowing to reduce the amount sought
to be borrowed to reflect the reduced amount hereunder, and the Administrative
Agent shall then forthwith give notice to the other Lenders that any Lender or
Lenders may, in the aggregate, advance all or part of the Affected Lenders
Main Facility Rateable Portion of such Advance and, in the aggregate, assume
all or part of the Affected Lenders Commitment and obligations hereunder and
acquire all or part of the rights of the Affected Lender and assume all or part
of the obligations of the Affected Lender under each of the other Loan
Documents (but in no event shall any other Lender or the Administrative Agent
be obliged to do so). If a Lender shall so agree in writing (herein
collectively called the Assenting Lenders
and individually called an Assenting Lender)
with respect to such advance, acquisition and assumption, the Main Facility
Rateable Portion of such Advance of each Assenting Lender (other than a Swing
Line Advance) and the  54


Commitment and the obligations of such
Assenting Lender under this Agreement and the rights and obligations of such
Assenting Lender under each of the other Loan Documents shall be increased
accordingly on a date mutually acceptable to such Assenting Lender and the
Borrowers. On such date, the Assenting Lender shall advance to the relevant
Borrowers the relevant portion of the Affected Lenders Main Facility Rateable
Portion of the outstanding Advances (other than Swing Line Advances) and the
relevant Borrowers shall prepay to the Affected Lender the Advances of the
Affected Lender then outstanding, together with all interest accrued thereon
and all other amounts owing to the Affected Lender hereunder, and, upon such
advance and prepayment, the Affected Lender shall cease to be a Lender for
purposes of this Agreement and shall no longer have any obligations hereunder.
Upon the assumption of the Affected Lenders Commitment as aforesaid by an
Assenting Lender, Schedule B hereto shall be deemed to be amended to increase
the Commitment of such Assenting Lender by the amount of such assumption and to
reduce the Commitment of the Affected Lender by a like amount. If no Assenting
Lender is found, then in such event, the relevant Borrower is entitled to repay
the Affected Lender and reduce its obligations hereunder by such amount so
repaid.  5.5Taxes  (a)All payments by any Obligor
under this Agreement, the Guarantees or any other Loan Document shall be made
free and clear of and without deduction or withholding for any and all Taxes,
unless required by law. If an Obligor shall be required by law, rule,
regulation or the interpretation thereof by the relevant governmental authority
to deduct or withhold any such Taxes from or in respect of any sum payable
under this Agreement,  (i)the sum payable shall be
increased by such additional amount as may be necessary so that after making
all required deductions or withholdings (including deductions or withholdings
applicable to additional amounts paid under this Section 5.5), the
relevant Lenders or the Administrative Agent, as applicable, receive a net
amount equal to the full amount they would have received if no deduction or
withholding had been made;  (ii)the Obligor shall make such
required deductions or withholdings;  (iii)the Obligor shall pay the full
amount deducted or withheld to the relevant taxation or other authority in
accordance with Applicable Law; and  (iv)such Obligor shall deliver to
the relevant Lender or Administrative Agent, as applicable, as soon as
practicable after it has made such payment to the applicable authority (x) a
copy of such receipt as is issued by such authority evidencing the deduction or
withholding of all amounts required to be deducted or withheld from the sum
payable hereunder or (y) if such a receipt is not available from such
authority, notice of the payment of such amount deducted or withheld;  55


provided that the obligations of an Obligor
to pay additional amounts pursuant to this Section 5.5 shall not apply
with respect to Taxes arising solely by reason of a Lender or the
Administrative Agent, as applicable, having a connection with the jurisdiction
that imposes the Taxes other than merely by the execution of this Agreement,
receipt of payments under this Agreement, the holding and disposition of
Advances, the performance of its obligations or the enforcement of its rights
under this Agreement.  (b)Without prejudice to the
foregoing provisions of this Section 5.5, if the Administrative Agent or
any Lender (in this Section 5.5, an Indemnified Person)
is required at any time (whether before or after any Obligor has discharged all
of its other obligations hereunder) to make any payment on account of any Tax
which an Obligor is required to withhold in accordance with Section 5.5(a) hereof
or for which an Obligor is otherwise required to indemnify a Lender or the
Administrative Agent pursuant to Sections 5.5(a), (c) or (d) hereof,
or if any liability in respect of any such payment is asserted, imposed, levied
or assessed against such Indemnified Person, the Obligor in respect of which
such sum was received or receivable shall, within 30 days of written demand of
the Administrative Agent or Lender, promptly indemnify such Indemnified Person
against such payment or liability, together with interest, penalties and
expenses payable or incurred in connection therewith including, without
limitation, any Tax imposed by any jurisdiction on or in relation to any
amounts paid to or for the account of such Indemnified Person pursuant to this Section 5.5.
An Indemnified Person intending to make a claim pursuant to this Section 5.5
shall notify the Obligor of the event in respect of which it believes it is
entitled to make such claim and supply reasonable supporting evidence including
a copy of the relevant portion of any written assessment, provided that any
such Indemnified Person shall not be required to disclose any information
required to be kept confidential by regulation or contract (in which case the
basis of such confidentiality, at the request and expense of the Borrowers,
shall be supported by an opinion of counsel of reputable standing).  (c)If an Obligor fails to pay any
Taxes required to be paid by it pursuant to this Section 5.5 when due to
the appropriate taxing authority or fails to remit to the Administrative Agent,
for the account of the respective Lenders, for the account of the
Administrative Agent or for the Administrative Agents own account, as
applicable, the required receipts or other documentary evidence required by Section 5.5(a)(ii),
the Obligor shall indemnify the Lenders or the Administrative Agent, as
applicable, for any incremental Taxes, interest or penalties that may become
payable by any Lender or the Administrative Agent as a result of any such
failure.  For purposes of this Section 5.5,
a distribution by the Administrative Agent or any Lender to or for the account
of any Lender shall be deemed a payment by the Obligor.  (d)Each Obligor will indemnify
the Lenders and the Administrative Agent for the full amount of Taxes imposed
by any jurisdiction and paid by such Lender or the Administrative Agent, as
applicable with respect to any amounts payable pursuant to this Section 5.5,
and any liability arising therefrom or with respect thereto,  56


whether or not such Taxes were correctly or
legally asserted. This indemnification shall be made within 30 days from the
date such Lender or the Administrative Agent, as applicable makes written
demand therefor which demand shall identify the nature and amount of Taxes for
which indemnification is being sought and shall include a copy of the relevant
portion of any written assessment from the relevant taxing authority demanding
payment of such Taxes.  (e)Without prejudice to the
survival of any other agreement contained herein, the agreements and
obligations contained in this Section 5.5 shall survive the payment in
full of principal, interest, fees and any other amounts payable hereunder and
the termination of this Agreement, the Guarantees and the other Security
Documents.  5.6Tax Refund  (a)If, following the imposition
of any Tax on any payment by any Obligor in consequence of which such Obligor
pays an additional amount under Section 5.5(a), any Lender receives or is
granted a refund of any Tax actually paid by it which in such Lenders sole
opinion (acting in good faith) is attributable to such additional amount paid
by such Obligor and is both identifiable and quantifiable by it without
requiring such Lender or its professional advisers to expend a material amount
of time or incur a material cost in so identifying or quantifying (any of the
foregoing, to the extent so identifiable and quantifiable, being referred to as
a refund), such Lender shall, to the
extent that it can do so without prejudice to the retention of the relevant
refund and subject to such Obligors obligation to repay promptly on demand by the
Lender the amount to such Lender if the relevant refund is subsequently
disallowed or cancelled, reimburse such Obligor promptly after receipt of such
refund by such Lender with such amount as such Lender shall in its sole opinion
but in good faith have concluded to be the amount or value of the relevant
refund.  (b)Nothing contained in this
Agreement shall interfere with the right of any Lender to arrange its Tax and
other affairs in whatever manner it thinks fit. No Lender shall be required to
disclose any confidential information relating to the organization of its
affairs.  ARTICLE 6
CONDITIONS PRECEDENT  6.1Conditions for Closing  The following conditions shall be satisfied
on or prior to Closing:  (a)each Grantor shall have duly
authorized, executed and delivered to the Administrative Agent each of the Loan
Documents to which it is a party including: (i) (x) a confirmation of
its Guarantee if such Grantor has previously provided a Guarantee or, (y) a
Guarantee; (ii) confirmation of all Security Documents required to be
delivered pursuant to the terms of the Existing Credit Agreement; and (iii) in
the case of the Borrowers, this Agreement;  57


and each such Loan Document shall
constitute a legal, valid and binding obligation of such Grantor, enforceable
against such Grantor in accordance with its terms;  (b)each Grantor shall have
delivered to the Administrative Agent:  (i)a certified copy of its
Organic Documents;  (ii)a certified copy of the resolutions
authorizing it to enter into, execute and deliver the Loan Documents to which
it is a party and to perform its obligations thereunder;  (iii)a certificate as to the
incumbency of its officers signing the Loan Documents to which it is a party;
and  (iv)a certificate of status, good
standing or like certificate with respect to such Grantor issued by the
appropriate government officials of the jurisdiction of its incorporation;  (c)there shall have been no
Material Adverse Change since December 31, 2008;  (d)no Default or Event of Default
shall have occurred and be continuing;  (e)opinions of Borrowers Counsel
and local counsel, as applicable, to each Grantor, in form and substance
satisfactory to the Lenders Counsel and the Administrative Agent, each acting
reasonably, shall have been delivered to the Administrative Agent;  (f)none of the undertaking,
property or assets of any of the Grantors shall be subject to any Liens other
than (i) Permitted Encumbrances or (ii) Liens with respect to which the
Administrative Agent shall have received satisfactory evidence of the repayment
of the underlying obligation and fully executed discharges and releases thereof
(in registrable form where appropriate), and each of the Grantors shall have
delivered to the Administrative Agent a Permitted Encumbrance Certificate if
any of the undertaking, property or assets of such Grantor is subject to any
registered Liens;  (g)the Borrowers shall have paid
all fees and expenses relating to the Facility provided for in this Agreement
as set out in Section 2.14 and any other Loan Document, to the extent then
owing;  (h)each Security Document
required to be delivered or remain in place on the Closing Date shall have been
registered, filed, recorded or otherwise perfected in the manner required by
the law applicable to such Security Document to the satisfaction of the
Administrative Agent and Lenders Counsel, each acting reasonably. Each of the
Grantors shall have delivered to the Administrative Agent all certificates
evidencing all of the Pledged Shares required to be pledged pursuant to the
provisions of the Existing Credit Agreement, together with such stock powers,
powers of transfer or such other instruments or documents and such actions
taken as the Administrative Agent shall deem necessary or desirable,  58


acting reasonably, to perfect its first
priority security interest in such Pledged Shares, provided such Pledged Shares
are in certificated form or, if such Pledged Shares are not in certificated
form, the issuer of such Pledged Shares shall have entered into a securities
control agreement with the Administrative Agent, in form and substance
satisfactory to the Administrative Agent and Lenders Counsel, each acting reasonably;
and  (i)Celestica shall have delivered
to the Administrative Agent an Officers Certificate certifying as of the
Closing Date:  (i)as to the matters in Section 6.1(c) and
6.1(d); and  (ii)that the applicable schedule
attached to such Officers Certificate sets out a complete list of (A) all
Material Restricted Subsidiaries and the jurisdiction of formation for each
such Material Restricted Subsidiary; (B) all Restricted Subsidiaries
(other than Material Restricted Subsidiaries) and the jurisdiction of formation
of each such Restricted Subsidiary; and (C) all Grantors and (x) the
jurisdiction of formation of each such Grantor, and (y) each province
and/or state in which each such Grantors tangible assets in Canada and the
United States of America are located.  The conditions set forth in this Section 6.1
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. Prior to waiving any condition set forth in this Section 6.1,
the Administrative Agent shall consult with the Co-Lead Arrangers and shall act
reasonably given the views of each of the Co-Lead Arrangers with respect of
such waiver.  6.2Conditions for First Drawdown  The following conditions shall be satisfied
by the Borrowers on or prior to the earlier of the first Drawdown Date and the
first deemed Drawdown pursuant to Section 3.4 or 3.5:  (a)the representations and
warranties set forth in Section 8.1 shall be true and correct in all
material respects on and as of the Drawdown Date, both before and after giving
effect to the Drawdown of such Advance and to the application of proceeds
therefrom on the Drawdown Date;  (b)no Default or Event of Default
shall have occurred and be continuing, nor shall any such event occur as a
result of making the Advances or the application of proceeds therefrom on the
Drawdown Date;  (c)any Borrower which intends to
make a Drawdown shall have given the appropriate Drawdown Notice to the Administrative
Agent in accordance with the provisions of Section 2.3;  (d)each Domestic Material
Restricted Subsidiary that is not a Grantor shall have executed and delivered
to the Administrative Agent (i) a confirmation of its Guarantee if
previously provided in connection with the Existing Credit Agreement, or (ii) a
Guarantee;  59


(e)opinions of Borrowers Counsel
or local counsel, as applicable, to each Domestic Material Restricted
Subsidiary that is not a Grantor, in form and substance satisfactory to the
Lenders Counsel and the Administrative Agent, each acting reasonably, shall
have been delivered to the Administrative Agent;  (f)none of the undertaking,
property or assets of any Domestic Material Restricted Subsidiary that is not a
Grantor shall be subject to any Liens other than (i) Permitted
Encumbrances or (ii) Liens with respect to which the Administrative Agent
shall have received satisfactory evidence of the repayment of the underlying
obligation and fully executed discharges and releases thereof (in registrable
form where appropriate), and each such Domestic Material Restricted Subsidiary
shall have delivered to the Administrative Agent a Permitted Encumbrance
Certificate if any of the undertaking, property or assets of such Domestic
Material Restricted Subsidiary is subject to any registered Liens;  (g)if, as at the first Drawdown
Date, the Trigger Event has occurred and no Debt Rating Upgrade has ensued and
is continuing following the Trigger Event, the obligations set out in Sections
9.1(p)(i) and 9.1(p)(ii) shall have been satisfied, provided that if
such obligations have not been satisfied, the Issuing Bank shall issue each
Letter of Credit in accordance with any Issuance Request made therefor upon (i) satisfaction
of all other requirements in this Section 6.2, and (ii) receipt by
the Administrative Agent, on behalf of the Issuing Bank, of an amount equal to
the undrawn Face Amount of such requested Letter of Credit to be held as
collateral security for the repayment of all Obligations arising under or in
connection with such Letter of Credit; and  (h)the aggregate book value of
the trade accounts receivable owing to Celestica or  any Restricted Subsidiary (and/or contractual
rights relating thereto) that are subject to any Securitization Transaction
does not exceed the limit set out in Section 9.1(o).  6.3Conditions for Subsequent
Drawdowns  The following conditions shall be satisfied
by the Borrower requesting an Advance at or prior to the time of each Drawdown
of an Advance under the Facility (other than a deemed Drawdown pursuant to the
provisions of Section 3.4 or 4.5) subsequent to the first Drawdown after
the date hereof:  (a)a Borrower shall have given to
the Administrative Agent a Drawdown Notice in accordance with the provisions of
Section 2.3;  (b)the representations and
warranties set forth in Section 8.1 shall be, mutatis
mutandis, true and correct in all material respects on and as of the
Drawdown Date, both before and after giving effect to the Drawdown of such
Advance and to the application of proceeds therefrom on the Drawdown Date;  (c)no Default or Event of Default
shall have occurred and be continuing, nor shall any such event occur as a
result of making the Advances or the application of proceeds therefrom on the
Drawdown Date;  60


(d)if the Borrower requesting the
Advance is a Restricted Subsidiary that has become a Designated Subsidiary, the
Guarantee required by Section 9.1(m) to have been delivered by that
Designated Subsidiary shall have been delivered to the Administrative Agent
notwithstanding that the 45 day period referred to therein may not have
expired;  (e)if, as at such Drawdown Date,
the Trigger Event has occurred and no Debt Rating Upgrade has ensued following
the Trigger Event, the obligations set out in Sections 9.1(p)(i) and
9.1(p)(ii) shall have been satisfied, provided that if such obligations
have not been satisfied, the Issuing Bank shall issue each Letter of Credit in
accordance with any Issuance Request made therefor upon (i) satisfaction
of all other requirements in this Section 6.3, and (ii) receipt by
the Administrative Agent, on behalf of the Issuing Bank, of an amount equal to
the undrawn Face Amount of such requested Letter of Credit to be held as
collateral security for the repayment of all Obligations arising under or in
connection with such Letter of Credit; and  (f)the aggregate book value of
the trade accounts receivable owing to Celestica or  any Restricted Subsidiary (and/or contractual
rights relating thereto) that are subject to any Securitization Transaction
does not exceed the limit set out in Section 9.1(o).  6.4Conditions for Certain
Material Restricted Subsidiaries and Restricted Subsidiaries  Within 45 days after the Closing Date, or such later date as
Celestica and the Administrative Agent, for and on behalf of the Lenders, may
agree, each Non-Domestic Material Restricted Subsidiary that is not a Grantor
shall have executed and delivered to the Administrative Agent (i) a
confirmation of its Guarantee if previously provided in connection with the
Existing Credit Agreement, or (ii) a Guarantee.  The conditions set forth in this Section 6.4
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. Prior to waiving any condition set forth in this Section 6.4,
the Administrative Agent shall consult with the Co-Lead Arrangers and shall act
reasonably given the views of each of the Co-Lead Arrangers with respect of
such waiver.  ARTICLE 7
PROVISIONS RELATING TO SUBSIDIARIES  7.1Designated Subsidiaries  (a)The Administrative Agent and
the Lenders acknowledge and agree and Celestica hereby confirms that Celestica
has designated Celestica International as a Canadian Designated Subsidiary and
that there are not, on the date hereof, any other Designated Subsidiaries.  (b)Celestica may, from time to
time and at any time hereafter, designate any other wholly-owned qualifying
Restricted Subsidiary as a Canadian Designated Subsidiary provided that:  61


(i)all Lenders shall have
previously consented in writing to the designation of such Subsidiary as a
Canadian Designated Subsidiary;  (ii)such Subsidiary was
incorporated, continued, amalgamated or otherwise created in accordance with
and continues to be governed by the laws of a province of Canada or the federal
laws of Canada and which is domiciled in Canada;  (iii)such Restricted Subsidiary,
prior to becoming a Designated Subsidiary, shall have executed and delivered to
the Administrative Agent: (A) a Designated Subsidiary Agreement; (B) if
it has not already done so, a Guarantee substantially in the form of Schedule
H; and (C) unless a Debt Rating Upgrade has occurred and no Trigger Event
has ensued following such Debt Rating Upgrade, if it has not already done so,
the other applicable Security Documents; and  (iv)the Restricted Subsidiary
which is proposed to become a Designated Subsidiary shall have delivered to the
Administrative Agent:  (A)a certified copy of the
proposed Designated Subsidiarys Organic Documents;  (B)a certified copy of the
resolutions authorizing it to enter into, execute and deliver the Designated
Subsidiary Agreement, the Guarantee and the other applicable Security
Documents, if applicable, and to perform its obligations thereunder;  (C)a certificate as to the
incumbency of its officers signing the Designated Subsidiary Agreement, the
Guarantee and the other applicable Security Documents, if applicable;  (D)a certificate of status, good
standing or like certificate with respect to such Designated Subsidiary issued
by appropriate government officials of the jurisdiction of its incorporation;
and  (E)an opinion of counsel to the
Designated Subsidiary in form and substance satisfactory to the Lenders
Counsel and the Administrative Agent, each acting reasonably;  (c)Celestica may, from time to
time and at any time hereafter, designate any other wholly-owned Restricted
Subsidiary which does not fall within the definition of Canadian
Designated Subsidiary as a Consent Designated Subsidiary, provided
that:  (i)all Lenders shall have
previously consented in writing to the designation of such Subsidiary as a
Consent Designated Subsidiary;  (ii)Celestica shall have obtained
the agreement in writing of a Lender located in the jurisdiction where such
Consent Designated Subsidiary is resident,  62


to utilize, subject to the terms of this
Agreement, a portion of the Commitment of such Lender or its Affiliate to make
Advances to the Consent Designated Subsidiary and such Lender shall have
delivered a notice to the Administrative Agent in the form of Schedule M;  (iii)such Subsidiary, prior to
becoming a Consent Designated Subsidiary, shall have executed and delivered to
the Administrative Agent: (A) a Designated Subsidiary Agreement
substantially in the form of Schedule F; (B) a Guarantee substantially in
the form of Schedule H, with such changes as the Administrative Agent and the
Consent Designated Subsidiary may reasonably require on the advice of their
respective counsel to reflect local legal requirements; and (C) unless a
Debt Rating Upgrade has occurred and no Trigger Event has ensued following such
Debt Rating Upgrade, if it has not already done so, the other applicable
Security Documents; and  (iv)the Restricted Subsidiary
which is proposed to be designated as a Consent Designated Subsidiary shall
have provided to the Administrative Agent such number of copies as the
Administrative Agent may request of:  (A)a certified copy of the
proposed Consent Designated Subsidiarys Organic Documents;  (B)the resolutions authorizing it
to enter into, execute and deliver the Designated Subsidiary Agreement, the
Guarantee and the other applicable Security Documents, if applicable, and to
perform its obligations thereunder;  (C)a certificate to the
incumbency of its officers signing the Consent Designated Subsidiary Agreement,
the Guarantee and other applicable Security Documents, if applicable;  (D)a certificate of status, good
standing or like certificate with respect to such Consent Designated Subsidiary
issued by appropriate government officials of the jurisdiction of its
incorporation; and  (E)an opinion of counsel to the
Consent Designated Subsidiary in form and substance satisfactory to the Lenders
Counsel and the Administrative Agent, each acting reasonably; and  (d)Celestica may, from time to
time and at any time hereafter, terminate the designation of a Designated Subsidiary
as such by the delivery of written notice to the Administrative Agent and from
and after the day which is five (5) Banking Days after receipt of such
notice, the subject Subsidiary shall no longer be a Designated Subsidiary and
shall have no further right or ability to obtain further Advances under the
Facility.  63


7.2Intentionally Deleted  7.3Material Restricted
Subsidiaries to Provide Guarantees  (a)Each Subsidiary of Celestica
which is or becomes a Material Restricted Subsidiary shall comply with the
requirements of Section 9.1(m).  (b)In the event that a Material
Restricted Subsidiary ceases to be a Material Restricted Subsidiary as a result
of the diminution of the value of its assets such that the aggregate value
thereof does not meet the applicable threshold set out in the definition of
Material Restricted Subsidiary under this Agreement, Celestica may request and
the Administrative Agent shall, in its reasonable discretion, release the Guarantee
executed by such Material Restricted Subsidiary unless such Guarantee is
required to render the Security granted by such Material Restricted Subsidiary
valid and enforceable; provided that any Security granted by such Material
Restricted Subsidiary shall be released in accordance with Section 9.1(p)(vi) if
it also ceases to be a Grantor.  7.4Unrestricted Subsidiaries  Celestica may, from time to time and at any
time hereafter, designate any Subsidiary as an Unrestricted Subsidiary so long
as:  (a)(i) such Subsidiary shall
not be a Subsidiary existing as at the date of this Agreement; (ii) such
Subsidiary shall never have been a Designated Subsidiary; and (iii) such
Subsidiary shall never have been a Restricted Subsidiary;  (b)neither Celestica nor any of
its Subsidiaries (other than Unrestricted Subsidiaries) shall be liable,
contingently or otherwise, for any indebtedness or other liability or
obligation of the Unrestricted Subsidiary, except for guarantees provided by
the immediate parent of such Unrestricted Subsidiary in respect of indebtedness
of such Unrestricted Subsidiary, where such guarantees are:  (i)made solely for the purpose of
facilitating a pledge by the guarantor of Shares of such Unrestricted
Subsidiary; and  (ii)the recourse under such
guarantees are limited to such pledged Shares; and  (c)neither Celestica nor any of
its Restricted Subsidiaries shall have applied the proceeds of any Advance
under the Facility to fund the equity of, or otherwise capitalize the
Unrestricted Subsidiary.  Provided that an Event of Default has not
occurred and is not continuing, Celestica may from time to time and at any time
hereafter, designate an Unrestricted Subsidiary as a Restricted Subsidiary
provided that:  (i)immediately upon giving effect
to such designation, Celestica shall remain in compliance with all covenants
set out in Section 9.3 on a pro-forma (four quarter) basis; and  64


(ii)the designation of such
Unrestricted Subsidiary as a Restricted Subsidiary would not otherwise result
in the occurrence of a Default or an Event of Default.  ARTICLE 8
REPRESENTATIONS AND WARRANTIES  8.1Representations and Warranties  Each Borrower represents and warrants as
follows to the Administrative Agent and the Lenders and acknowledges and
confirms that the Administrative Agent and the Lenders are relying upon such
representations and warranties:  (a)Organization,
etc.Each Obligor is validly organized and
existing and in good standing under the laws of the jurisdiction of its
incorporation, creation or continuance, is duly qualified to do business and is
qualified as a foreign corporation, company or other entity in each
jurisdiction where the nature of its business requires such qualification,
except where the failure to be so qualified would not reasonably be likely to
have Material Adverse Effect, and has full power and authority and holds all
requisite governmental licences, permits and other approvals to enter into and
perform its obligations under the Loan Documents to which it is a party and
except where failure to hold such licenses, permits or approvals would not
reasonably be likely to have a Material Adverse Effect to own or hold under
lease its property and to conduct its business substantially as currently
conducted by it.  (b)Validity,
etc.Each Obligor has duly executed and delivered each Loan Document to which it is
a party and, except as set out in Section 8.4(a), each such Loan Document
constitutes a legal, valid and binding obligation of such Obligor enforceable
against it in accordance with its terms.  (c)Due
Authorization, Non-contravention etc.The execution, delivery and performance by
each Obligor of each Loan Document to which it is a party are within its
corporate powers, have been duly authorized by all necessary corporate action
by it, and do not  (i)contravene its Organic
Documents;  (ii)contravene any Applicable Law
or contractual restriction; or  (iii)result in, or require the
creation or imposition of, any Lien on any of its properties.  (d)Government
Approval, Regulation, etc.Except as set out in Section 8.4(a), no
authorization or approval or other action by, and no consent from, notice to or
filing with, any Official Body or other 
Person is required for the due execution, delivery or performance by any
Obligor of any Loan Document to which it is a party or in order to render any
such Loan Document legal, valid, binding or enforceable against such Obligor.  65


(e)Financial
Statements.The consolidated audited financial statements of Celestica and its
Subsidiaries as at December 31, 2008 fairly present the financial
condition of Celestica and its Subsidiaries as at such date and the results of
their operations for the fiscal year then ended, in accordance with GAAP
consistently applied.  Since December 31,
2008 there has been no Material Adverse Change.  (f)Litigation,
Labour Controversies, etc.There is no
pending or, to the knowledge of Celestica and the Restricted Subsidiaries,
threatened litigation, action, proceeding, or labour controversy affecting
Celestica or any of the Restricted Subsidiaries, or any of their respective
properties, businesses, assets or revenues, which would reasonably be likely to
have a Material Adverse Effect or purports to affect the legality, validity or
enforceability of any Loan Document.  (g)Licences,
etc. and Compliance with Laws.All material
licences, franchises, certificates, consents, rights, approvals,
authorizations, registrations, orders and permits required under Applicable Law
(other than Environmental Laws) to enable each of the Borrowers and each
Restricted Subsidiary to carry on their respective businesses as now conducted
by them and to own or lease their respective properties have been duly obtained
and are currently subsisting.  Each of
the Borrowers and each Restricted Subsidiary have complied in all material
respects with the terms and provisions presently required to be complied with
by them in all such material licences, franchises, certificates, consents,
rights, approvals, authorizations, registrations, orders and permits and with
Applicable Law (other than Environmental Laws) and are not in violation of any
of the respective provisions thereof if such non-compliance or violation would
reasonably be likely to have a Material Adverse Effect.  (h)Compliance
with Environmental Laws.Each of the
Borrowers and the Subsidiaries and all facilities and property now or formerly
owned, operated or leased by them:  (i)are and have been in
compliance with all Environmental Laws, including, without limitation, with
respect to the release, spill, leak, pumping, pouring, emptying, injection,
escape, leaching, dumping, spraying, burial, abandonment, incineration,
seepage, placement, emission, deposit, issuance, discharge, transportation or
disposal (Release) of any Hazardous
Material in or over the water, atmosphere or soil other than for non-compliance
with Environmental Laws which would not reasonably be likely to have a Material
Adverse Effect;  (ii)have no contingent liabilities
in connection with any Release or likely Release of Hazardous Materials and
have not Released or caused or permitted the Release of Hazardous Materials,
and have no knowledge of Releases by others, at, on or under any property now
or previously owned, operated or leased by Celestica and its Material
Restricted Subsidiaries that, with respect to any of the foregoing, singly or
in the aggregate, would reasonably be likely to have a Material Adverse Effect;  66


(iii)have not received notice of
and are not aware of any pending or threatened claims, complaints, notices,
orders, directions, instructions or requests for information with respect to
any alleged violation of or potential liability under any Environmental Law
which would reasonably be likely to have a Material Adverse Effect;  (iv)have been issued and are in
compliance with all permits, certificates, approvals, licences and other
authorizations relating to environmental matters and necessary or desirable for
the Business other than for any such non-issuances and non-compliances which
would not reasonably be likely to have a Material Adverse Effect and each such
permit, certificate, approval, licence or other authorization the absence of
which would reasonably be likely to have a Material Adverse Effect is in good
standing and there are no proceedings pending or, to the knowledge of the
Borrowers, threatened to revoke, amend or limit in any material respect any
such permit, certificate, approval, licence or other authorization;  (v)have no underground storage
tanks, active or, to the knowledge of the Borrowers, abandoned, including
petroleum storage tanks, on or under any such property that, singly or in the
aggregate, would reasonably be likely to have a Material Adverse Effect;  (vi)have not directly transported
or directly arranged for the transportation of any Hazardous Substances in
violation of Environmental Laws or to any location which would reasonably be
likely to lead to claims against them for any remedial work, damage to the
environment or natural resources or personal injury, including claims under
CERCLA, which in any such case would reasonably be likely to have a Material
Adverse Effect;  (vii)have no polychlorinated
biphenyls or friable asbestos present at any such property that, singly or in
the aggregate, would reasonably be likely to have a Material Adverse Effect;  (viii)have no conditions which exist
at, on or under any such property which, with or without the passage of time,
or the giving of notice or both, would give rise to liability under any
Environmental Laws which would reasonably be likely to have a Material Adverse
Effect; and  (ix)is not listed or proposed for
listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or
on any similar state list of sites or Persons requiring investigation or clean
up where the liability imposition and allocation regime provided for in the
applicable state Environmental Law is similar to CERCLA, including, without
limitation, the ability of governments and other parties to recover costs from
other responsible or potentially responsible persons, except for any such
listing or proposed listing which would not reasonably be likely to have a
Material Adverse Effect.  67


(i)Encumbrances.There are no Liens on any of the assets or
undertaking of the Borrowers or any Restricted Subsidiary other than Permitted
Encumbrances.  (j)No Default
or Event of Default.No Default or
Event of Default has occurred and is continuing.  (k)Accuracy
of Information.All factual
information heretofore or contemporaneously furnished by or on behalf of
Celestica in writing to the Administrative Agent for the purposes of or in
connection with this Agreement is true and accurate in every material respect
on the date as of which such information is dated or certified and as of the
date of execution and delivery of this Agreement, and such information is not
incomplete by omitting to state any material fact necessary to make such
information not misleading.  (l)No Action
for Winding-Up or Bankruptcy.There has been no involuntary action taken against
any of the Borrowers or any Restricted Subsidiary for any such corporations
winding-up, dissolution, liquidation, bankruptcy, receivership, administration
or similar or analogous events in respect of such corporation or all or any
material part of its assets or revenues.  (m)Taxes.Each Borrower and each of its Subsidiaries
have duly filed on a timely basis all tax returns required to be filed by them
except where such failure to file would not reasonably be likely to have a
Material Adverse Effect and have paid all Taxes which are due and payable by
them, and all assessments and re-assessments, and all other Taxes, governmental
charges, governmental royalties, penalties, interest and fines claimed against
them, other than those for which liability is being contested by them in good
faith by appropriate proceedings and for which adequate provision has been made
where required in accordance with GAAP or in respect of which such failure to
pay would not reasonably be likely to have a Material Adverse Effect, and all
required instalment payments have been made in respect of Taxes payable for the
current period for which returns are not yet required to be filed except where
such failure to pay would not reasonably be likely to have a Material Adverse
Effect; there are no agreements, waivers or other arrangements providing for an
extension of time with respect of the filing of any tax returns by them or the
payment of any Taxes except where such agreements, waivers or other
arrangements would not reasonably be likely to have a Material Adverse Effect;
there are no actions or proceedings to be taken by any taxation authority of
any jurisdiction to enforce the payment of any Taxes by them other than those
which are being contested by them in good faith by appropriate proceedings and
which proceedings have been stayed for the duration of such contestation.  (n)Pension
Plans.Except as would not be reasonably likely
to  have a Material Adverse Effect, (i) all
Pension Plans are duly established, registered, qualified, administered and
invested in compliance with the terms thereof, any applicable collective
agreements and Applicable Law; (ii) no events have occurred and no action
has been taken by any Person which would reasonably be likely to result in the
termination or partial termination of any Pension Plan, whether by declaration
of any Superintendent of Pensions or otherwise; (iii) none of the
Borrowers have  68


withdrawn any assets held in respect of any
Pension Plan except as permitted under the terms thereof and Applicable Laws; (iv) no
Pension Plan has a solvency deficiency
or going concern unfunded liability as
defined in the Pension Benefits Act(Ontario)
and the regulations enacted thereunder, as amended; (v) all contributions,
premiums and other payments required to be paid to or in respect of each
Pension Plan have been paid in a timely fashion in accordance with the terms
thereof and Applicable Law and no taxes, penalties or fees are owing or
exigible in respect of any Pension Plan; and (vi) no actions, suits,
claims, or proceedings are pending or, to the knowledge of the Borrower,
threatened in respect of any Pension Plan or its assets, other than routine
claims for benefits.  For the purposes of
this section, and for greater certainty, Applicable Law
shall include, without limitation, any federal or provincial pension benefits
legislation and the Income Tax Act(Canada).  (o)Regulations
U and X.No Borrower is engaged in the business of
extending credit for the purpose of purchasing or carrying margin stock. None
of the proceeds from the Facility will be used for the purpose of purchasing or
carrying directly or indirectly margin stock or for any other purpose that
would constitute this transaction a Purpose Credit
within the meaning of Regulations U and X of the Board of Governors of the
Federal Reserves System, as any of them may be amended from time to time.  (p)Investment Company Act.No Obligor is an investment
company within the meaning of, or subject to regulations under,
the United States InvestmentCompany Act of 1940.  (q)Public Utility Holding
Company Act.No Obligor is an affiliate or a subsidiary
company of a public utility company for a holding company or an affiliate
or a subsidiary company of a public utility company as such terms are
defined in the United States Public Utility Holding
Company Act  of 1935.  8.2Survival of Representations
and Warranties  The representations and warranties set out
in this Article 8 and in any Loan Document shall survive the execution and
delivery of this Agreement and the making of any Advances to the Borrowers,
notwithstanding any investigations or examinations which may be made by the
Administrative Agent or any Lender or any counsel to any of them.  8.3Deemed Repetition of
Representations and Warranties  Each of the representations set out in Section 8.1
and in any Security Document shall be true and correct in all material respects
and shall be deemed to be given on the occurrence of (i) the Drawdown,
Conversion or Rollover of an Advance, (ii) the acceptance of drafts
presented for acceptance as Bankers Acceptances or Acceptance Notes, and (iii) the
issuance of a Letter of Credit, in each case by reference to the facts and
circumstances existing on the date of such Drawdown or acceptance or issuance.  69


8.4Guarantees from Chinese
Material Restricted Subsidiaries  (a)Pursuant to the Applicable
Laws of the Peoples Republic of China (PRC), it is necessary to obtain the
verification and approval of the relevant local branch of the State
Administration of Foreign Exchange (SAFE) in respect of any currency
conversions and any payments out of the PRC or any payments to foreign-invested
financial institutions in the PRC pursuant to any Guarantee provided by a
Material Restricted Subsidiary established under the Applicable Laws of the PRC
(a Chinese Material Restricted Subsidiary) and in order to ensure the
legality, validity, effectiveness, enforceability or admissibility in evidence
of a Guarantee made by it, a Chinese Material Restricted Subsidiary must
register such Guarantee, or any change, amendment or modification of such
Guarantee with the SAFE (such verification and approval of, and registration
with, the relevant local branch of the SAFE with respect to a Guarantee, a SAFE
Registration).  (b)In connection with Section 9.1(m),
Celestica shall cause each Chinese Material Restricted Subsidiary to file as
soon as reasonably practicable after execution of a Guarantee or any confirmation,
change, amendment or modification of a Guarantee any necessary documents with
the relevant local branch of the SAFE and to use commercially reasonable
efforts in order to complete the SAFE Registration.  Notwithstanding the foregoing, it is
acknowledged and agreed that a Chinese Material Restricted Subsidiary is not
required to execute and deliver a Guarantee, or any confirmation, change,
amendment or modification of a Guarantee, or deliver documents listed in Section 9.1(m)(i)(B)(II) and
Section 9.1(m)(i)(B)(III) unless counsel to such Chinese Material
Restricted Subsidiary is of the opinion that a SAFE Registration for such
Guarantee, or confirmation, change, amendment or modification of a Guarantee,
will subsequently be effected.  (c)For the purposes of the
proviso in the definition of Material Restricted Subsidiary, the unconsolidated
assets of any Chinese Material Restricted Subsidiary that: (i) has
provided a Guarantee or any confirmation, change, amendment or modification of
a Guarantee for which no SAFE Registration has been obtained; or (ii) has
not provided a Guarantee or any confirmation, change, amendment or modification
of a Guarantee in accordance with the last sentence of Section 8.4(b),
shall be considered to be unconsolidated assets of a Restricted Subsidiary that
is not a Material Restricted Subsidiary, until such time as the SAFE
Registration of such Guarantee or such confirmation, change, amendment or
modification of such Guarantee has been completed.  ARTICLE 9
COVENANTS  9.1Affirmative Covenants  Celestica covenants and agrees with each of
the Lenders that, unless the Majority Lenders otherwise consent in writing, so
long as any amount payable hereunder or under the Loan Documents is outstanding
or any of the Lenders has any Commitment hereunder:  70


(a)Financial Reporting.  Celestica shall deliver to the Administrative
Agent, with sufficient copies for distribution to each of the Administrative
Agent and each of the Lenders:  (i)within 60 days after the end
of each of its fiscal quarters in each fiscal year, commencing with the fiscal
quarter ending March 31, 2009, the unaudited financial statements of
Celestica on a consolidated basis, each consisting of a balance sheet,
statement of income and statement (in the form customarily prepared by Celestica
for internal reporting purposes) of changes in financial position as at the end
of such fiscal quarter and for the period commencing with the end of the
previous fiscal quarter and ending with the end of such fiscal quarter,
together with the figures for the year-to-date and setting forth, in each case,
in comparative form to the figures for the corresponding fiscal quarter of the
previous fiscal year;  (ii)within 120 days after the end
of each fiscal year of Celestica, the audited consolidated financial statements
of Celestica for such year setting forth the corresponding figures for the
previous fiscal year in comparative form, together with the report thereon of
an independent auditor of recognized national standing, each consisting of a
balance sheet, statement of income and statement of changes in financial
position;  (iii)within 60 days after the end
of each fiscal quarter of Celestica in each fiscal year, commencing with the
fiscal quarter ending March 31, 2009, an Officers Certificate of Celestica
substantially in the form of Schedule D stating that:  (A)Celestica is in compliance
with the covenants set forth in this Article 9 and that no Default or
Event of Default has occurred and is continuing (or specifying such
non-compliance or Default or Event of Default and stating what action, if any,
Celestica is taking or is causing to be taken in connection therewith) and
providing: (x) a calculation of the ratios referred to in Sections 9.3(a) and
(b), in each case as at the last day of the relevant period; and (y) a
calculation of the available disposition allowance referred to in Section 9.2(b)(vii) as
at the last day of such fiscal quarter; and  (B)Celestica has determined that
the unconsolidated assets of all Restricted Subsidiaries which are not Material
Restricted Subsidiaries do not, or will not, after giving effect to the
Guarantees delivered by the Restricted Subsidiaries listed in a schedule
thereto, exceed ten per cent (10%) of the unconsolidated assets of the
Borrowers and the Restricted Subsidiaries on the date referenced in the most
recently delivered set of financial statements delivered pursuant to Section 9.1(a)(i);  (iv)in the event that Celestica
delivers filings other than the financial statements referred to in clauses (i) to
(iii) above to any securities commission, stock exchange or similar
regulatory authority, such filings  71


concurrently with the delivery of such
filings to the securities commission, stock exchange or similar regulatory
authority; and  (v)such other information
respecting the condition or operations, financial or otherwise, of Celestica or
any Subsidiary (other than an Unrestricted Subsidiary) as any Lender through
the Administrative Agent may from time to time reasonably request.  (b)Corporate
Status.Subject to transactions undertaken in
compliance with Section 13.12, Celestica shall remain a corporation duly
incorporated and validly subsisting under the laws of the Province of Ontario
or the federal laws of Canada and each of the Restricted Subsidiaries shall
remain validly organized and existing and in good standing under the laws of
its jurisdiction of formation or continuance.  (c)Maintenance
of Business and Properties.Each of Celestica and each Restricted Subsidiary
shall, and shall cause each of its Subsidiaries (except for Unrestricted
Subsidiaries) to, continue its business, maintain, preserve, protect and keep
its properties in good repair, working order and condition, reasonable wear and
tear excepted, and make necessary and proper repairs, renewals and replacements
so that its business carried on in connection therewith may be properly
conducted at all times unless Celestica or such Restricted Subsidiary
determines in good faith that the continued maintenance of any of its
properties is no longer desirable.  (d)Notice of
Event of Default.Celestica
shall deliver to the Administrative Agent, forthwith upon becoming aware of any
Default or Event of Default, a certificate of an officer of Celestica
specifying such Default or Event of Default together with a statement of an
officer of Celestica setting forth details of such Default or Event of Default
and the action which has been, or is proposed to be, taken with respect
thereto.  (e)Other
Notifications.Celestica shall at any time upon request of the Administrative Agent,
acting reasonably, provide to the Administrative Agent an up to date corporate
chart showing Celestica and all of its Subsidiaries and shall promptly notify
the Administrative Agent of:  (i)(x) any change in the
name or organization of any Obligor; and; (y) any change in the location
of the registered office or executive office of any Obligor;  (ii)the non-compliance with any
Environmental Law or any environmental claim, complaint, notice or order issued
to any of the Borrowers, or any of the Subsidiaries, or any other environmental
condition or event where such non-compliance, condition or event would
reasonably be likely to have a Material Adverse Effect. As soon as practicable
thereafter, Celestica shall advise the Administrative Agent as to the actions
which the Borrowers or any such Subsidiary intends to take in connection with
any such claim, complaint, notice or order;  72


(iii)the institution of any steps
by the Borrower or any other Person to terminate any Pension Plan which would
reasonably be likely to have a Material Adverse Effect, failure to make a
required contribution to any Pension Plan if such failure is sufficient to give
rise to a Lien under Section 3.02(f) of ERISA, the taking of any
action with respect to a Pension Plan which could reasonably be expected to
result in the requirement that a Borrower furnish a bond or other security to
the PBGC or such Pension Plan, the occurrence of any event with respect to any
Pension Plan which would reasonably be likely to have a Material Adverse Effect
and copies of all documentation relating thereto; and  (iv)the entering into by Celestica
or any Restricted Subsidiary of any Permitted Securitization Transaction
(together with such information regarding such Permitted Securitized
Transaction as the Administrative Agent may reasonably request).  (f)Compliance
with Laws, etc.Each of Celestica and the Restricted Subsidiaries
will, and will cause each of its Subsidiaries to, comply in all material
respects with Applicable Laws, such compliance to include (without limitation)
its qualification as a foreign corporation in all jurisdictions in which such
qualification is legally required for the conduct of its business.  (g)Payment
of Taxes.The Borrowers shall, and the Borrowers shall cause each of the Subsidiaries to,
pay or cause to be paid, when due, all Taxes including, property taxes,
business taxes, social security premiums, assessments and governmental charges
or levies imposed upon it or upon its income, sales, capital or profit or any
property belonging to it unless any such Tax, social security premiums,
assessment, charge or levy is contested by it in good faith with adequate
provision or reserve, where required by GAAP, and to withhold and remit when
due all payroll and withholding taxes.  (h)Insurance.Each of Celestica and the Restricted
Subsidiaries will, and will cause each of its Subsidiaries (except for Unrestricted
Subsidiaries) to, maintain or cause to be maintained insurance with responsible
insurance companies with respect to its properties and business against such
casualties and contingencies, of such types, and in such amounts as is
customary in the case for similar businesses operating in similar geographic
locations. Notwithstanding the foregoing, Celestica and each of the Restricted
Subsidiaries shall be permitted to self-insure only where self-insurance is
usual and customary for the type of risk, and for companies in substantially
the same line of business and operating in the same geographic location as
Celestica or the Restricted Subsidiary, as applicable, and where customary and
usual reserves or provisions are taken in respect of such self-insurance by
Celestica or the Restricted Subsidiary, as applicable. Upon request of the
Administrative Agent, Celestica will furnish to the Administrative Agent for
distribution to the Lenders at reasonable intervals a certificate of an
authorized officer of Celestica setting forth the nature and extent of all
insurance maintained by Celestica and the Restricted Subsidiaries in accordance
with this Section which certificate shall specify the risks for which
Celestica or any  73


Restricted Subsidiary have self-insured and
the amount of the provisions or reserves, if any, held or made in respect of
such self-insurance.  (i)Books and
Records.Celestica and each Restricted Subsidiary 
will, and will cause each of its Subsidiaries to, keep books and records
which accurately reflect all of its business affairs and transactions.
Celestica will permit the Administrative Agent and each Lender or any of their
respective representatives, at reasonable times and customary intervals during
normal business hours, to visit Celesticas offices and to discuss its
financial matters with Celesticas financial officers. Upon the occurrence of
and during the continuation of a Default, Celestica and each Restricted
Subsidiary shall permit the Administrative Agent and each Lender or any of
their respective representatives at any time to visit all of its offices, to
discuss its financial matters with its officers and its independent chartered
accountant (and each of Celestica and each Restricted Subsidiary hereby
authorizes such independent chartered accountant to discuss their financial
matters with the Administrative Agent and each Lender or its representatives
whether or not any representative of Celestica or the Restricted Subsidiary  is present) and to examine (and, at the
expense of the Borrowers, photocopy extracts from) any of its books or
corporate records. The Borrowers shall pay any fees of such independent
chartered accountant incurred in connection with the Administrative Agents or
any Lenders exercise of its rights pursuant to this Section.  (j)Designated
Subsidiaries to Remain Subsidiaries.Each Designated Subsidiary (or its Successor Corporation within the
meaning of Section 13.12) shall remain a directly or indirectly wholly-owned
Subsidiary of Celestica, except where the laws of the jurisdiction of
incorporation of such Designated Subsidiary require qualifying shares of such
Designated Subsidiary to be owned by another Person.  (k)Punctual
Payment.Celestica will, and will cause each Obligor
to duly and punctually pay or cause to be paid all amounts due under this
Agreement and the other Loan Documents at the dates and places, in the
currencies and in the manner provided in this Agreement and any other Loan
Documents.  (l)Ratings
Maintenance.Celestica shall maintain a
credit rating with the Approved Credit Rating Agencies and shall forthwith
notify the Administrative Agent in the event that any rating by an Approved
Credit Rating Agency is downgraded or in the event that the rating of Celestica
shall have been placed under review by an Approved Credit Rating Agency.  (m)Material
Restricted Subsidiary Guarantees.  (i)Subject to clauses (ii) and
(iii) and Section 8.4(b), Celestica shall:  (A)within 45 days of the
acquisition or incorporation of a Subsidiary which is a Restricted Subsidiary,
whose assets total greater than U.S.$150,000,000 on an unconsolidated basis on
the date of such acquisition or incorporation; and  74


(B)upon the designation of a
Restricted Subsidiary as a Material Restricted Subsidiary on the Schedule to
the Officers Certificate delivered pursuant to Section 9.1(a)(iii) within
45 days of such delivery of the Officers Certificate making such designation,  cause such Material Restricted Subsidiary
to: (I) authorize, execute and deliver a Guarantee to the Administrative
Agent substantially in the form of Schedule H with such changes as the
Administrative Agent and the Material Restricted Subsidiary may necessarily
require on the advice of their respective counsel to reflect local legal
requirements; (II) deliver to the Administrative Agent certified copies of
its Organic Documents and a resolution authorizing the Guarantee, a certificate
of its officers signing the Guarantee and a certificate of status, good
standing or like certificate with respect to it issued by appropriate
government officials of its jurisdiction of incorporation; (III) cause to
be delivered an opinion of counsel to such Material Restricted Subsidiary in
form and substance satisfactory to the Lenders Counsel and the Administrative
Agent, each acting reasonably; and (IV) comply with Section 8.4(b) in
the case of any Chinese Material Restricted Subsidiary.  (ii)In the event that any Material
Restricted Subsidiary is not a wholly-owned Subsidiary of Celestica, on the
later of (i) the date of execution of a Guarantee or (ii) the date of
acquisition by any Person which is not Celestica or a Subsidiary of Celestica
of any Share of such Material Restricted Subsidiary, Celestica shall deliver an
acknowledgement addressed by such Person to the Administrative Agent
acknowledging the Guarantee executed by such Material Restricted Subsidiary and
the enforceability thereof against the Material Restricted Subsidiary to the
full extent set out in the Guarantee (subject to the same qualifications as set
out in the opinion of legal counsel to such Material Restricted Subsidiary with
respect to such Guarantee) notwithstanding the ownership of Shares of the Material
Restricted Subsidiary by such Person and any agreement between such Person and
Celestica or any Subsidiary of Celestica.  (iii)The Borrowers and Guarantors
shall, and the Borrowers shall cause each of its Subsidiaries to, take all such
steps and do such things as may be necessary, in the opinion of the
Administrative Agent, to ensure the continuous enforceability of each Guarantee
granted by each Borrower and each Material Restricted Subsidiary.  (n)Accuracy
of Information.All factual
information hereafter furnished by or on behalf of Celestica in writing to the
Administrative Agent for the purposes of or in connection with this Agreement
shall be true and accurate in every material respect on the date as of which
such information is dated or certified and shall not be incomplete by the
omission to state any material fact necessary to make such information not
misleading.  (o)Securitization
Transactions.On the date of any Permitted
Securitization Transaction, the aggregate book value of the trade accounts
receivable of or  75


owing to Celestica or any Restricted
Subsidiary (and/or contractual rights relating thereto) that are subject to any
Securitization Transaction will not exceed:  (i)30% of the aggregate book
value of the trade accounts receivable of or owing to Celestica and its
Restricted Subsidiaries determined on a consolidated basis, before giving
effect to prior Securitization Transactions of trade accounts receivable that
have not been collected, on or prior to the date on which the relevant
Securitization Transaction is completed; or  (ii)as long as (A) there are
no Advances (other than Letters of Credit) outstanding under this Agreement and
no advances (other than letters of credit) under any other credit agreement
under which Celestica or any Restricted Subsidiary is a borrower (excluding,
for greater certainty, overdraft facilities and Acquired Indebtedness), and (B) the
Debt Rating of Celestica is BB- by Standard & Poors and Ba3 by Moodys
or better, 50% of the aggregate book value of the trade accounts receivable of
or owing to Celestica and its Restricted Subsidiaries determined on a
consolidated basis, before giving effect to prior Securitization Transactions
of trade accounts receivable that have not been collected, on or prior to the
date on which the relevant Securitization Transaction is completed.  (p)Security
Documents.  (i)Each Borrower shall, and each
Borrower shall cause each other Grantor to, grant to the Administrative Agent
on behalf of itself, the Lenders and the Hedge Lenders:  (A)within 30 days after the date
of a Trigger Event, (unless a Debt Rating Upgrade has ensued and is continuing
prior to the granting of such security interest) a first priority (subject to
Permitted Encumbrances) perfected security interest in (i) its personal
property located in Canada and/or the United States of America (other than (x) Pledged
Shares which are directly held by such Grantor (except as provided in (ii) below),
and (y) Securitized Assets; provided that the security interest will
attach to any amounts owing to such Grantor pursuant to any Permitted
Securitization Transaction, other than any deferred purchase price payable
pursuant to the DB Receivables Purchase Agreement), and (ii) the Pledged
Shares of each Domestic Material Restricted Subsidiary which are directly held
by such Grantor;  (B)to the extent permitted by
Applicable Law, within 60 days after the date of a Trigger Event (unless a Debt
Rating Upgrade has ensued and is continuing prior to the granting of such
security interest), a first priority (subject to Permitted Encumbrances)
perfected security interest (or its substantive equivalent) in the Pledged
Shares in each Non-Domestic Material Restricted Subsidiary  76


which are directly held by such Grantor;
provided that, in the case of a US Grantor, the Pledged Shares shall be limited
to that number of Pledged Shares representing not more than 65% of the then
issued and outstanding Shares of each such Non-Domestic Material Restricted
Subsidiary;  (C)upon the designation of a
Restricted Subsidiary as a Grantor on the Schedule to the Officers Certificate
delivered pursuant to Section 9.1(a)(iii) (unless a Debt Rating Upgrade
has occurred and no Trigger Event has ensued following such Debt Rating
Upgrade):  (i) as soon as reasonably
practicable and, in any event, within 30 days after the date on which the
Officers Certificate making such designation is delivered to the Administrative
Agent, a first priority (subject to Permitted Encumbrances) perfected security
interest in the personal property of such Grantor described in Section 9.1(p)(i)(A) above;
and (ii) as soon as reasonably practicable and, in any event, within 60 days
after the date on which the Officers Certificate making such designation is
delivered to the Administrative Agent, a first priority (subject to Permitted
Encumbrances) perfected security interest (or its substantive equivalent) in
the personal property of such Grantor described in Section 9.1(p)(i)(B) above;  (D)with respect to any Pledged
Shares acquired by any Grantor after the date hereof (unless a Debt Rating
Upgrade has occurred and no Trigger Event has ensued following such Debt Rating
Upgrade):  (i) as soon as reasonably
practicable and, in any event, within 30 days after such Grantor becomes the
direct holder of any Pledged Shares in any Domestic Material Restricted
Subsidiary, a first priority (subject to Permitted Encumbrances) perfected security
interest in such Pledged Shares; and (ii) as soon as reasonably
practicable and, in any event, within 60 days after such Grantor becomes the
direct holder of any Pledged Shares in any Non-Domestic Material Restricted
Subsidiary, a first priority (subject to Permitted Encumbrances) perfected
security interest (or its substantive equivalent) in such Pledged Shares;
provided that, in the case of a US Grantor, the Pledged Shares shall be limited
to that number of Pledged Shares representing not more than 65% of the then
issued and outstanding Shares of each such Non-Domestic Material Restricted
Subsidiary.  (ii)(A)The applicable Security
Documents shall be delivered to the Administrative Agent, on behalf of itself,
the Lenders and the Hedge Lenders, and all filings and registrations in all
applicable jurisdictions shall be completed in accordance with foregoing clause
(i). In addition, within 30 days after the date of a Trigger Event (unless a
Debt Rating Upgrade has ensued and is continuing prior to delivery of such
guarantee), each Grantor that has not  77


already provided a Guarantee as a Material
Restricted Subsidiary shall deliver a guarantee, substantially in the form of
Schedule H, if such guarantee is required to render the Security granted by
such Grantor valid and enforceable.  In
the event that any such Grantor is not a Material Restricted Subsidiary, the
recourse of the Administrative Agent pursuant to the guarantee granted by such
Grantor shall be limited to enforcement of the Security, and the Administrative
Agent shall have no right to sue such Grantor on the covenant of such
guarantee, except to the extent necessary in connection with the enforcement of
the Security.  The Security Documents shall
be accompanied by opinions of counsel to the applicable Grantor, in form and
substance satisfactory to Lenders Counsel and the Administrative Agent, acting
reasonably.  (B)Each Borrower shall, and each
Borrower shall cause each other Grantor to, promptly, and from time to time on
demand, execute and deliver or cause to be executed and delivered all such
other and further documents, agreements, certificates and instruments which in
the opinion of the Administrative Agent or Lenders Counsel, acting reasonably,
may be necessary or reasonably desirable in connection with the grant of the
Security.  (iii)Any Security granted by a
Grantor in favour of the Administrative Agent on behalf of itself and the
Lenders in any asset, property or investment that is disposed of by such
Grantor in accordance with the terms of this Agreement shall be released by the
Administrative Agent, at the expense of Celestica, following the receipt by the
Administrative Agent of a written request for same by Celestica.  (iv)Assets which become
Securitized Assets following attachment of the Liens under a Permitted
Securitization Transaction shall be automatically released from the Security
such that all such assets shall be securitized under such Permitted
Securitization Transaction free and clear of the Security.  (v)The Security shall be released
without the requirement for further consent within 30 days after the date of a
Debt Rating Upgrade, provided that a Debt Rating Downgrade has not occurred
after such Debt Rating Upgrade and prior to such release.  (vi)In the event that a Grantor
ceases to be a Grantor as a result of the diminution of the value of its assets
such that the aggregate value thereof does not meet the applicable threshold
set out in the definition of Material Assets under this Agreement, Celestica
may request and the Administrative Agent shall, in its reasonable discretion,
release any Security granted by such Grantor.  (q)Lien
Acknowledgments.Upon written
request from the Administrative Agent delivered to Celestica, Celestica shall
use all commercially reasonable efforts to  78


obtain and deliver to the Administrative
Agent estoppel certificates or acknowledgements in respect of Lien
registrations effected by the secured parties identified by the Administrative
Agent in such request.  (r)Maintenance
of Minimum Cash Balance.Celestica and the Material
Restricted Subsidiaries shall maintain the minimum cash requirements referenced
in Section 9.3(c) exclusively in accounts established by Celestica
and the Material Restricted Subsidiaries with any one or more of the Lenders.  9.2Negative Covenants  Celestica covenants and agrees with each of
the Lenders that, unless the Majority Lenders otherwise consent in writing, so
long as any amount payable hereunder is outstanding or the Lenders shall have
any Commitment hereunder:  (a)No
Merger, Amalgamation, etc.None of the
Borrowers or any Restricted Subsidiary shall, directly or indirectly, merge,
amalgamate or enter into any similar or other business combination pursuant to
statutory authority or otherwise with any other Person except upon compliance
with Section 13.12.  (b)Restriction
on Disposition of Assets.None of the
Borrowers or any Restricted Subsidiary shall sell, assign, transfer, lease,
convey or otherwise dispose of any property, assets or investments, (in each
case a sale) other than:  (i)sales made in compliance with Section 13.12;
or  (ii)sales of obsolete equipment in
the ordinary course of business; or  (iii)sales, assignments and
transfers pursuant to a Permitted Securitization Transaction; or  (iv)sale/leaseback transactions:  (A)any real property owned by a
Borrower or Restricted Subsidiary; and  (B)any property or assets
acquired by a Borrower or Restricted Subsidiary, as the case may be, which is
completed within six months of the date on which such property or assets were
acquired, provided that any Borrowing made to finance such acquisition shall be
repaid within two Banking Days of the completion of such sale/leaseback
transaction; or  (v)sales of Shares of any
Unrestricted Subsidiary; or  (vi)sales of assets and property,
including inventory, in the ordinary course of business; or  (vii)sales of any fixed assets
together with associated intellectual property not otherwise permitted in
clauses (i) to (vi) above, subject to an aggregate  79


limit of sales under this clause and sales
under Sections 9.2(b), (ix)(C) and 9.2(b)(ix)(D) by the Borrowers and
Restricted Subsidiaries in any fiscal year in an amount equal to 10% of the
aggregate net book value of the fixed assets plus 10% of the aggregate net book
value of intellectual property of Celestica on a consolidated basis (the disposition allowance) and provided that, in any fiscal
year commencing with fiscal year ending on December 31, 2008 in which the
Borrowers and Restricted Subsidiaries do not sell fixed assets and associated
intellectual property under this clause (vii) and Shares and assets under
Sections 9.2(b)(ix)(C) and 9.2(b)(ix)(D) having aggregate net book
values totalling the disposition allowance, the Borrowers and Restricted
Subsidiaries may carry forward into the following fiscal years the unused
disposition allowance, which unused disposition allowance is deemed to be
U.S.$136,330,194 for the fiscal year ending December 31, 2008, and further
provided that none of the Borrowers or Restricted Subsidiaries shall sell any
intellectual property under this clause (vii) unless such sale is
incidental to a sale of fixed assets;  (viii)sales of assets, property or
investments from a Borrower or Restricted Subsidiary to another Borrower or
Restricted Subsidiary provided that no Borrower or Restricted Subsidiary shall
so sell assets, property or investments during the occurrence and continuance
of a Default or where such sale, alone or as part of a series of previously or
concurrently occurring sales, would reasonably be likely to have a Material
Adverse Effect; or  (ix)(A) the sale of the
Shares of a Material Restricted Subsidiary or the sale of all or substantially
all of the undertaking, property and assets of a Material Restricted Subsidiary
used in conducting a business, with the consent of the Super Majority Lenders; (B) the
sale of the Shares of a Domestic Restricted Subsidiary (other than a Material
Restricted Subsidiary) with Material Assets or the sale of all or substantially
all of the undertaking, property and assets of such a Domestic Restricted
Subsidiary used in conducting a business, 
with the consent of the Majority Lenders; (C) subject to compliance
with the disposition allowance provisions set out in Section 9.2(b)(vii),
the sale of the Shares in the capital of a Domestic Restricted Subsidiary
(other than a Material Restricted Subsidiary) that does not have Material
Assets or the sale of all or substantially all of the undertaking, property and
assets of such a Restricted Subsidiary used in conducting a business; and (D) subject
to compliance with the disposition allowance provisions set out in Section 9.2(b)(vii),
the sale of the Shares of a Restricted Subsidiary (other than a Material
Restricted Subsidiary or a Domestic Restricted Subsidiary) or the sale of all
or substantially all of the undertaking, property and assets of such a
Restricted Subsidiary.  (c)Restriction
on Certain Inter-Company Transactions.Except as otherwise permitted by this Section 9.2,
none of the Borrowers or any Restricted Subsidiary shall enter into any
agreement or complete any transaction with any other  80


Borrower or any Restricted Subsidiary
during the occurrence and continuance of a Default or where such agreement or
transaction, alone or as part of a series of previously or concurrently occurring
agreements or transactions, would reasonably be likely to have a Material
Adverse Effect.  (d)Negative
Pledge/Pari PassuRanking.None of the Borrowers or any of the
Restricted Subsidiaries shall create, incur, assume or permit to exist any Lien,
other than Permitted Encumbrances, on any of its property, undertaking or
assets now owned or hereafter acquired. Each Obligors monetary Obligations
shall rank at least pari passuwith
all unsecured Indebtedness (or other unsecured Indebtedness during such time as
the Obligations are unsecured) of such Obligor and no Obligor shall, or shall
agree with any other Person to, pay any other Indebtedness in priority to
payment of all monetary Obligations as and when due.  (e)Restriction
on Non-Arms Length Transactions.The
Borrowers shall not, and shall not permit any Restricted Subsidiary to, enter
into any transaction or agreement with any Person which is not at Arms Length
with the Borrowers or such Restricted Subsidiary (other than other Borrowers,
Restricted Subsidiaries or Unrestricted Subsidiaries) unless,  (i)such transaction or agreement
is in the ordinary course of business and is on terms no less favourable to the
Borrowers or such Restricted Subsidiary as would be obtainable in a comparable
transaction with a Person which is at Arms Length with the Borrower or such
Restricted Subsidiary, and  (ii)such transaction or agreement
complies with the terms of Section 9.2(c).  (f)Restriction
on Change of Business.None of the
Borrowers or the Restricted Subsidiaries shall, either directly or indirectly,
enter into any business other than the Business without the prior written
consent of the Majority Lenders.  (g)No Change
in Accounting Treatment or Reporting Practices.Subject to the provisions of Section 1.7, none of the Borrowers nor
any Restricted Subsidiary shall make any material change in its accounting or
reporting or financial reporting practices, except as consistent with GAAP or
Applicable Law, which changes shall be disclosed to the Lenders.  (h)Restrictions
on Transactions with Unrestricted Subsidiaries.No
Borrower shall, or shall permit any Restricted Subsidiary to:  (i)sell assets or lend monies to
any Unrestricted Subsidiary unless such sale (A) meets the criteria set
out in the second sentence of the definition of Permitted Securitization
Transaction in Section 1.1; (B) is permitted pursuant to Section 9.2(b)(vi) and
such sale or loan is in the ordinary course of business and is on terms no less
favourable to such Borrower or such Restricted Subsidiary as would be
obtainable in a comparable transaction with a Person which is at Arms Length
with the Borrower or such Restricted Subsidiary; (C) is permitted pursuant
to Section 9.2(b)(vii); or (D) is permitted pursuant to Section 9.2(b)(ix);
or  81


(ii)provide financial assistance
by means of a guarantee to an Unrestricted Subsidiary unless the financial
assistance is in the form of a guarantee granted by the immediate parent of
such Unrestricted Subsidiary, where such guarantee is (A) made solely for
the purpose of facilitating a pledge by the guarantor of Shares of such
Unrestricted Subsidiary; and (B) the recourse thereunder is limited to the
Shares of the Unrestricted Subsidiary; and (C) a pledge of the Shares of
the Unrestricted Subsidiary.  (i)Hedging
Agreements.No Borrower shall, or shall permit any Subsidiary to, enter into any
Hedging Agreement for speculative purposes.  9.3Financial Covenants  (a)Minimum
EBITDA:Interest Expense Ratio.Celestica
shall maintain an EBITDA:Interest Expense ratio, calculated on a rolling four
quarter basis, of at least 3.25:1.0.  (b)Maximum
Gross Funded Debt:EBITDA Ratio.Celestica
shall maintain a Gross Funded Debt:EBITDA ratio, calculated on a rolling four
quarter basis, of not more than 4.0:1.0.  (c)Minimum
Cash Balance.Celestica and the Material
Restricted Subsidiaries shall, at all times, collectively maintain Cash and
Cash Equivalents in an aggregate amount that is not less than the aggregate of
Celesticas Senior Funded Debt plus U.S.$100,000,000 or the Equivalent Amount.  (d)Calculation
of Financial Ratios.For the
purposes of Sections 9.3(a), (b) and (c), all of the calculations shall be
made on a consolidated basis in accordance with the provisions of Sections 1.7
and 1.8.  ARTICLE 10
DEFAULT AND ACCELERATION  10.1Events of Default  The occurrence
of any one or more of the following events (each such event and the expiry of
the cure period, if any, provided in connection therewith, being herein
referred to as an Event of Default)
shall constitute a default under this Agreement:  (a)if any Borrower shall default
in (i) the payment when due of any principal of any Advance; (ii) the
payment when due of any interest on any Advance (and such default shall
continue unremedied, in the case of interest, for a period of three (3) days);
or (iii) the payment when due of any fee or any other Obligation (and any
of such defaults described in item (iii) shall continue unremedied for a
period of five (5) days);  (b)any representation or warranty
made or deemed to be made hereunder or in any other Loan Document or any other
writing or certificate furnished by or on behalf of an Obligor to the
Administrative Agent for the purposes of or in connection  82


with this
Agreement or any such other Loan Document is or shall be incorrect when made in
any material respect;  (c)any Obligor shall default in
the observance or performance of any agreement, covenant or condition contained
in Sections 9.1(p)(i) or 9.1(p)(ii);  (d)any Obligor shall default in
the service or performance of any agreement, covenant or condition contained
herein or in any other Loan Document (other than as set forth above) and such
failure shall remain unremedied for a period of thirty (30) days after notice
in writing has been given by the Administrative Agent to Celestica;  (e)if, on, prior to or in
connection with any Indebtedness having a principal amount, individually or in
the aggregate, in excess of U.S.$50,000,000 becoming Acquired Indebtedness, (i) a
default shall have occurred in the payment when due, whether by acceleration or
otherwise, of any such Acquired Indebtedness, or (ii) a default shall
occur or shall have occurred in the performance or observance of any obligation
or condition with respect to such Indebtedness or as a result of such
Indebtedness becoming Acquired Indebtedness, if the effect of such default is
to accelerate the maturity of such Acquired Indebtedness or such default shall
continue unremedied and unwaived for any applicable grace period of time
sufficient to permit the holder or holders of such Acquired Indebtedness, or
any trustee or agent for such holders, to have the right to cause such Acquired
Indebtedness to become due and payable prior to its expressed maturity;
provided that where such Acquired Indebtedness has a principal amount
individually or in the aggregate, of up to and including U.S.$100,000,000, a
default described in clauses (i) or (ii) shall only be an Event of
Default under this Agreement if unremedied for 60 days from the date such
Indebtedness becomes Acquired Indebtedness;  (f)a default shall occur in the
payment when due, whether by acceleration or otherwise, of any Indebtedness
(other than as set forth in Sections 10.1(a) and (e) above) of any
Borrower or any Restricted Subsidiary having a principal amount, individually
or in the aggregate, in excess of U.S.$50,000,000, or a default shall occur in
the performance or observance of any obligation or condition with respect to
any such Indebtedness if the effect of such default is to accelerate the
maturity of any such Indebtedness or such default shall continue unremedied and
unwaived for any applicable grace period of time sufficient to permit the
holder or holders of such Indebtedness, or any trustee or agent for such
holders, to have the right to cause such Indebtedness to become due and payable
prior to its expressed maturity;  (g)any judgment or order for the
payment of money in excess of U.S.$25,000,000, which is not covered by insurance,
shall be rendered against any Borrower or any Restricted Subsidiary and either:  (i)enforcement proceedings shall
have been commenced by any creditor upon such judgment or order; or  83


(ii)there shall be any period of
30 consecutive days during which a stay of enforcement of such judgment or
order, by reason of a pending appeal or otherwise, shall not be in effect and
such judgment shall not have been paid or otherwise satisfied;  (h)any Borrower or any Restricted
Subsidiary shall:  (i)become (or be deemed by any
Applicable Law to be) insolvent or generally fail to pay, or admit in writing
its inability or unwillingness to pay its debts as they generally become due;  (ii)apply for, consent to, or acquiesce
in, the appointment of a trustee, receiver, receiver and manager, liquidator,
sequestrator, administrator or other custodian in connection with the
insolvency of a Borrower or a Restricted Subsidiary or any property of any
thereof except as permitted under Section 13.12, or make a general
assignment for the benefit of creditors;  (iii)in the absence of an
application referred to in Section 10.1(h)(ii), consent or acquiescence,
permit or suffer to exist the appointment of a trustee, receiver, receiver and
manager, liquidator, sequestrator, administrator or other custodian for a
Borrower or a Restricted Subsidiary or for a substantial part of the property
of any of them except as permitted under Section 13.12, and such trustee,
receiver, receiver and manager, liquidator, sequestrator, administrator or
other custodian shall not be discharged within 60 days, provided that the
Borrowers hereby expressly authorize the Administrative Agent and each Lender
to appear in any court conducting any relevant proceeding relating to any of
them or any Restricted Subsidiary during such 60-day period to preserve,
protect and defend their rights under the Loan Documents;  (iv)permit or suffer to exist the
commencement of any bankruptcy, reorganization, debt arrangement, administration
or other case or proceeding under any bankruptcy, insolvency or similar law, or
any dissolution, winding up, administration or liquidation proceeding, in
respect of any Borrower or any Restricted Subsidiary (except as permitted under
Section 13.12), and, if any such case or proceeding is not commenced by
such Borrower or such Restricted Subsidiary, such case or proceeding shall be
consented to or acquiesced in by such Borrower or such Restricted Subsidiary or
shall result in the entry of an order for relief or shall remain for 60 days
undismissed, provided that each Borrower and each Restricted Subsidiary is
hereby deemed to expressly authorize the Administrative Agent and each Lender
to appear in any court conducting any such case or proceeding relating to any
of them or any Restricted Subsidiary during such 60-day period to preserve,
protect and defend their rights under the Loan Documents; or  (v)take any corporate action
authorizing, or in furtherance of, any of the matters referred to in clauses
(ii), (iii) or (iv) above;  84


(i)Onex Corporation shall cease
to control Celestica unless the Shares of Celestica become widely held such
that no one Person or group of Persons acting jointly or in concert (within the
meaning of Part XX of the Securities Act(Ontario))
controls Celestica, provided that any Person or group of Persons acting jointly
or in concert which owns or controls securities of Celestica to which are
attached more than 20% of the votes that may be cast to elect the directors of
Celestica shall, in the absence of evidence satisfactory to the Administrative
Agent, acting reasonably, be deemed to control Celestica;  (j)any Loan Document shall
(except in accordance with its terms), in whole or in part, terminate, cease to
be effective or cease to be the legally valid, binding and enforceable
obligation of any Obligor that is a party thereto; or any Obligor shall,
directly or indirectly, contest in any manner such effectiveness, validity,
binding nature or enforceability of any Loan Document; or any Security shall,
in whole or in part, cease to be a perfected, first priority (subject to
Permitted Encumbrances) Lien and such failure shall remain unremedied for a
period of 10 days after the Borrower becomes aware that such Security has
ceased to be a perfected, first priority (subject to Permitted Encumbrances)
Lien;  (k)any Borrower or any
governmental authority declares, orders or proposes to order a full or partial
wind up of any Pension Plan which, in either case, would reasonably be likely
to have a Material Adverse Effect or if any of the following events shall occur
with respect to a Pension Plan:  (i)the institution of any step by
a Borrower, any member of its Controlled Group or any other  Person to terminate a Pension Plan if, as a
result of such termination, the Borrowers or any such member of its Controlled
Group would reasonably be likely to be required to make a contribution to such
Pension Plan or could reasonably expect to incur a liability or obligation to
such Pension Plan which, in either case, would reasonably be likely to have a
Material Adverse Effect; or  (ii)a contribution failure occurs
with respect to any Pension Plan sufficient to give rise to a Lien under Section 302(f) of
ERISA.  10.2Acceleration  Upon the
occurrence of an Event of Default (other than as set forth in Section 10.1(h) or
(i)) and at any time thereafter while an Event of Default is continuing, the
Administrative Agent may, in consultation with the Lenders (and, if so
instructed by the Majority Lenders, shall) by written notice to the Borrowers:  (a)declare the Advances made to
the Borrowers to be immediately due and payable (whereupon the same shall
become so payable together with accrued interest thereon and any other sums
then owed by the Borrowers hereunder or under any other Loan Document) or
declare such Advances to be due and payable on demand of the Administrative
Agent; and/or  85


(b)if not theretofore terminated,
declare that all of the Commitments shall be cancelled, whereupon the same
shall be cancelled and the Commitment of each Lender shall be reduced to zero.  If, pursuant
to this Section 10.2, the Administrative Agent declares any Advances made
to the Borrowers to be due and payable on demand, then, and at any time
thereafter, the Administrative Agent may (and, if so instructed by the Majority
Lenders, shall) by written notice to the Borrowers call for repayment of such
Advances on such date or dates as it may specify in such notice (whereupon the
same shall become due and payable on such date together with accrued interest
thereon and any other sums then owed by the Borrowers hereunder or under any
other Loan Document and the provisions of Section 10.4 shall apply) or
withdraw its declaration with effect from such date as it may specify in such
notice.  Upon the
occurrence of an Event of Default set forth in Section 10.1(h) or
(i), the Commitments shall automatically terminate and the outstanding
principal amount of all outstanding Advances (together with accrued interest
thereon and any other sums then owed by the Borrowers hereunder or under any
other Loan Document and the provisions of Section 10.4 shall apply) shall
automatically be and become immediately due and payable, without notice or
demand.  10.3Remedies with Respect to
Bankers Acceptance Advances and Letters of Credit  If any Event
of Default shall occur and be continuing such that the entire principal amount
of the Advances then outstanding and all accrued and unpaid interest thereon
and all other payments due hereunder or under any other Loan Document which are
unpaid shall become immediately due and payable in accordance with the
provisions of Section 10.2, then the Administrative Agent may (and, if so
instructed by the Majority Lenders shall), by written notice to the Borrowers,
require the Borrowers to pay to the Administrative Agent (i) on behalf of
the Lenders, an amount equal to the Face Amount of outstanding Bankers Acceptances
and the principal amount of all outstanding Acceptance Notes and (ii) on
behalf of the Issuing Bank, an amount equal to the undrawn Face Amount of any
Letters of Credit issued and outstanding under the Letter of Credit Facility.  10.4Remedies Cumulative and
Waivers  It is
expressly understood and agreed that the rights and remedies of the Lenders,
the Administrative Agent and each of them hereunder or under any other Loan
Document or other instrument executed pursuant to this Agreement are cumulative
and are in addition to and not in substitution for any rights or remedies
provided by law or by equity; and any single or partial exercise by the
Lenders, the Administrative Agent or any of them of any right or remedy for a
default or breach of any term, covenant, condition or agreement contained in
this Agreement or any other Loan Document shall not be deemed to be a waiver of
or to alter, affect or prejudice any other right or remedy or other rights or
remedies to which the Lenders, the Administrative Agent or any of them may be
lawfully entitled for such default or breach. Any waiver by the Lenders, the
Administrative Agent or any of them of the strict observance, performance or
compliance with any term, covenant, condition or other matter contained herein
or in any other Loan Document and any indulgence granted, either expressly or
by course of conduct, by the Lenders, the Administrative Agent or any of them
shall be effective only in the specific instance and for the purpose for which
it was given and shall be deemed not to be a waiver of any rights  86


and remedies
of the Lenders, the Administrative Agent or any of them under this Agreement or
any other Loan Document as a result of any other default or breach hereunder or
thereunder.  10.5Suspension of Lenders
Obligations  Without
prejudice to the rights which arise out of this Agreement or by law, the
occurrence of an Event of Default shall, while such Event of Default shall be
continuing, relieve the Lenders of all obligations to make any Advances
hereunder (whether or not any Drawdown Notice in respect of any such Advance
shall have been received by the Administrative Agent prior to the occurrence of
an Event of Default) or to accept or comply with any Drawdown Notice,
Conversion Notice or Rollover Notice or accept or purchase drafts or Bankers
Acceptances or Acceptance Notes in replacement of maturing Bankers Acceptances
or Acceptance Notes. Without prejudice to the rights which arise out of this
Agreement or by law, the occurrence of an Event of Default shall, while such
Event of Default is continuing, relieve the Issuing Lender of all obligations
to issue Letters of Credit hereunder (whether or not any Issuance Request in
respect of any such Letter of Credit shall have been received by the
Administrative Agent and the Issuing Bank prior to the occurrence of an Event
of Default) or to comply with any Issuance Request.  10.6Application of Payments After
an Event of Default  If any Event
of Default shall occur and be continuing, all payments made by the Borrowers
hereunder, payments made pursuant to any of the provisions of any of the
Guarantees or the other Security Documents or from the proceeds of realization
of the Security shall be applied in the following order:  (a)to amounts due hereunder or
under any other Loan Document as costs and expenses of the Administrative
Agent;  (b)to amounts due hereunder or
under any other Loan Document as costs and expenses of the Lenders;  (c)to amounts due hereunder or
under any other Loan Document  as fees;  (d)to any other amounts (other
than amounts in respect of interest or principal due hereunder or under any
other Loan Document;  (e)to amounts due hereunder or
under any other Loan Document as interest or 
pursuant to any Eligible Hedging Agreement (other than in connection
with an early termination of any Eligible Hedging Agreement); and  (f)to amounts due hereunder or
under any other Loan Document as principal or payable in connection with an
early termination of any Eligible Hedging Agreement.  87


ARTICLE 11
THE ADMINISTRATIVE AGENT AND
ADMINISTRATION OF THE FACILITY  11.1Authorization of Action  Each Lender
hereby irrevocably appoints and authorizes the Administrative Agent to be its
agent in its name and on its behalf and to exercise such rights or powers
granted to the Administrative Agent under this Agreement and the Loan Documents
to the extent specifically provided herein and therein and on the terms hereof
and thereof, together with such rights, powers and discretions as are
reasonably incidental thereto. As to any matters not expressly provided for by
this Agreement or the Loan Documents, the Administrative Agent shall not be
required to exercise any discretion or take any action, but shall be required
to act or to refrain from acting (and shall be fully protected as against the
Lenders in so acting or refraining from acting) upon the instructions of the
Majority Lenders or the Super Majority Lenders, as applicable, and such
instructions shall be binding upon all Lenders; provided, however, that the
Administrative Agent shall not be required to take any action which exposes the
Administrative Agent to liability in such capacity, which could result in the
Administrative Agent incurring any costs and expenses or which is contrary to
this Agreement or Applicable Law.  11.2Procedure for Making Advances  (a)The Administrative Agent shall
make Advances available to the relevant Borrowers as required hereunder by
debiting the account of the Administrative Agent to which the Lenders Main
Facility Rateable Portions of such Advances have been credited in accordance
with Section 11.2(b) (or causing such account to be debited) and, in
the absence of other arrangements agreed to by the Administrative Agent and
Celestica in writing, by transferring (or causing to be transferred) like funds
in accordance with the instructions of the Borrower as set forth in the
Drawdown Notice in respect of each Advance; provided that the obligation of the
Administrative Agent hereunder shall be limited to taking such steps as are
commercially reasonable to implement such instructions, which steps once taken
shall constitute conclusive and binding evidence that such funds were advanced
hereunder in accordance with the provisions relating thereto and the
Administrative Agent shall not be liable for any damages, claims or costs which
may be suffered by the Borrower and occasioned by the failure of such Advance
to reach the designated destination, except to the extent such damages, claims
or costs are the result of the gross negligence or wilful misconduct (as
determined by a final, non-appealable decision of a court of competent
jurisdiction) of the Administrative Agent.  (b)Unless the Administrative
Agent has been notified by a Lender on the Banking Day prior to the Drawdown
Date requested by a Borrower that such Lender will not make available to the
Administrative Agent its Main Facility Rateable Portion of such Advance, the Administrative
Agent may assume that such Lender has made such portion of the Advance
available to the Administrative Agent on the Drawdown Date in accordance with
the provisions hereof and the Administrative Agent may, in reliance upon such
assumption, make available to the Borrower on such date a corresponding
amount.  If and to the extent such Lender
shall not have  88


so made its
Main Facility Rateable Portion of the Advance available to the Administrative Agent,
then such Lender shall pay to the Administrative Agent forthwith on demand such
Lenders Main Facility Rateable Portion of the Advance and all reasonable costs
and expenses incurred by the Administrative Agent in connection therewith
together with interest thereon (at the rate payable thereunder by the Borrower
in respect of such Advance) for each day from the date such amount is made
available to the Borrower until the date such amount is paid to the Agent;
provided, however, that notwithstanding such obligation, if such Lender fails
to so pay, the Borrower covenants and agrees that without prejudice to any
rights such Borrower may have against such Lender, it shall reimburse such
amount to the Administrative Agent forthwith after demand therefor by the
Administrative Agent. The amount payable to the Administrative Agent pursuant
hereto shall be as set forth in a certificate delivered by the Administrative
Agent to such Lender and such Borrower (which certificate shall contain
reasonable details of how the amount payable is calculated) and shall be
conclusive and binding, for all purposes, in the absence of manifest error. If
such Lender makes the payment to the Administrative Agent required herein, such
Lender shall be considered to have made its Main Facility Rateable Portion of
the Advance for purposes of this Agreement and the Administrative Agent shall
make appropriate entries in the books of account maintained by the
Administrative Agent.  (c)The failure of any Lender to
make its Main Facility Rateable Portion of any Advance shall not relieve any
other Lender of its obligation, if any, hereunder to make its Main Facility
Rateable Portion of such Advance on the Drawdown Date, but no Lender shall be
responsible for the failure of any other Lender to make the Main Facility
Rateable Portion of the Advance to be made by such other Lender on the date of
any Advance.  (d)Where a Drawdown under the
Facility and a repayment of an Advance under the Facility are to occur on the
same day, the Administrative Agent shall not make available to the relevant
Borrower the amount of the Advance to be drawn down until the Administrative
Agent is satisfied that it has received irrevocable and irreversible payment of
the amount to be prepaid or repaid. Notwithstanding the foregoing, in the
absence of gross negligence or wilful misconduct (as determined by a final,
non-appealable decision of a court of competent jurisdiction) on the part of
the Administrative Agent, the risk of non-receipt of the amount to be repaid is
that of the Lenders and not of the Administrative Agent.  (e)This Section 11.2 shall
not apply to Swing Line Advances.  (f)Any amount payable to a
Defaulting Lender under this Agreement (whether on account of principal,
interest, fees or otherwise) shall, in lieu of being distributed to such
Defaulting Lender, be retained by the Administrative Agent in a segregated
account and, subject to any applicable requirements of law, be applied at such
time or times as may be determined by the Administrative Agent,  (i)first, to the payment of any
amounts owing by such Defaulting Lender to the Administrative Agent hereunder;  89


(ii)second, to the payment of any
amounts owing by such Defaulting Lender to the Issuing Bank hereunder;  (iii)third, to the funding of any
Advance or the funding or cash collateralization of any participating interest
in any Letter of Credit or Swing Line Advance; and  (iv)fourth, held in such account
as cash collateral for future funding obligations of the Defaulting Lender
under this Agreement.  11.3Remittance of Payments  Forthwith
after receipt of any repayment of principal or payment of interest or fees
pursuant to any provision of this Agreement, the Administrative Agent which has
received such repayment or payment shall remit to each Lender its Main Facility
Rateable Portion thereof; provided, however, that the Administrative Agent
shall be entitled to set off against and deduct from any amount payable to a
Lender any outstanding amounts payable by such Lender to the Administrative
Agent pursuant to Section 11.2(b). Forthwith after receipt of any payment
of Facility Fees pursuant to Section 2.14(a), the Administrative Agent
shall remit to each Lender its portion of such payment as determined in
accordance with Section 2.14(a). If the Administrative Agent, on the
assumption that it will receive on any particular date a payment of principal,
interest or fees hereunder, remits such payment to the Lenders and the
Borrowers fail to make such payment, each of the Lenders agrees to repay to the
Administrative Agent forthwith on demand the amount received by it together
with all reasonable costs and expenses incurred by the Administrative Agent in
connection therewith to the extent not reimbursed by the Borrower and interest
thereon at the rate and calculated in the manner applicable to the Advance in
respect of which such payment was made for each day from the date such amount
is remitted to the Lenders, the exact amount of the repayment required to be
made by the Lenders pursuant hereto to be as set forth in a certificate
delivered by the Administrative Agent to each Lender, which certificate shall
be conclusive and binding for all purposes in the absence of manifest error.
The Administrative Agent shall make appropriate entries in the register
maintained by it to reflect the foregoing.  11.4Redistribution of Payment  (a)If any Lender receives or
recovers (whether by payment or combination of accounts or otherwise) an amount
owed to it by a Borrower under this Agreement otherwise than through the
Administrative Agent, then such Lender shall, within two Banking Days following
such receipt or recovery, notify the Administrative Agent (who shall in turn
notify the other Lenders) of such fact.  (b)Subject to the other terms and
conditions of this Agreement, if at any time the proportion which any Lender (a
Recovering Lender) has received or
recovered (whether by payment or combination of accounts or otherwise) in
respect of its portion of any payment to be made under this Agreement by a
Borrower for the account of such Recovering Lender and one or more other
Lenders is greater (the amount of the excess being in this Section 11.4
called the excess amount) than the
proportion thereof received or recovered by the Lender or Lenders receiving or
recovering the smallest proportion thereof, then:  90


(i)the Recovering Lender shall,
within two Banking Days following such receipt or recovery, pay to the Administrative
Agent an amount equal to the excess amount; and  (ii)the Agent shall treat the
amount received by it from the Recovering Lender pursuant to paragraph (i) above
as if such amount had been received by it from such Borrower pursuant to its
obligations under this Agreement and shall pay the same to the Persons entitled
thereto (including such Recovering Lender) pro rata to
their respective entitlements thereto in which event, for all purposes in
connection herewith, the Recovering Lender shall be deemed only to have
received or recovered from such Borrower that portion of the excess amount
which is actually paid to the Recovering Lender by the Administrative Agent
pursuant to this Section 11.4(b)(ii).  (c)If a Lender that has paid an
excess amount to the Administrative Agent in accordance with Section 11.4(b)(i) is
required to refund the whole (or a portion) of such excess amount to the
Borrower, then each of the other Lenders shall pay to the Administrative Agent
for the account of that Lender the whole (or that proportion) of the amount
received by it as a result of the distribution in respect of that excess amount
made by the Administrative Agent pursuant to Section 11.4(b)(ii).  11.5Duties and Obligations  (a)None of the Agents nor any of
their respective directors, officers, agents or employees (and, for purposes
hereof, each of the Agents shall be deemed to be contracting for and on behalf
of such Persons) shall be liable for any action taken or omitted to be taken by
it or them under or in connection with this Agreement except for its or their
own gross negligence or wilful misconduct, as determined by a final,
non-appealable decision of a court of competent jurisdiction. Without limiting
the generality of the foregoing, each Agent:  (i)may assume that there has been
no assignment or transfer by any means by any Lender of its rights hereunder,
unless and until the Administrative Agent has received a duly completed and
executed assignment in form satisfactory to it;  (ii)may consult with legal counsel
(including the Lenders Counsel), independent public accountants and other
experts of reputable standing selected by it and shall not be liable for any
action taken or omitted to be taken in good faith by it in accordance with the
advice of such counsel, accountants or experts;  (iii)shall incur no liability under
or in respect of this Agreement by acting upon any notice, consent, certificate
or other instrument or writing believed by it to be genuine and signed or sent
by the proper party or parties or by acting upon any representation or warranty
of the Borrowers or any Guarantor made or deemed to be made hereunder;  91


(iv)may assume that no Event of
Default has occurred and is continuing unless an appropriate officer charged
with the administration of this Agreement has actual notice or knowledge to the
contrary;  (v)may rely as to any matters of
fact which might reasonably be expected to be within the knowledge of any
Person upon a certificate signed by or on behalf of such Person; and  (vi)shall incur no liability for
its failure to distribute to any Lender the financial statements or other
information provided to the Administrative Agent by the Borrowers or any
Guarantor.  Further, each
Agent (a) shall not have any duty to ascertain or to enquire as to the
performance or observance of any of the terms, covenants or conditions of this
Agreement on the part of any of the Borrowers or any Guarantor or to inspect
the property (including the books and records) of any of the Borrowers or any
Guarantor and (b) shall not be responsible to any Lender for the due
execution, legality, validity, enforceability, genuineness, sufficiency or
value of this Agreement or any instrument or document furnished pursuant
hereto.  (b)No Agent makes any warranty or
representation to any Lender nor shall any Agent be responsible to any Lender
for the accuracy or completeness of the data made available to any of the
Lenders in connection with the negotiation of this Agreement, or for any
statements, warranties or representations (whether written or oral) made in or
in connection with this Agreement.  (c)Except as otherwise provided
for herein, an Agent may, but is not obligated to, seek the approval of the
Majority Lenders to any consents required to be given by an Agent hereunder.  11.6Prompt Notice to the Lenders  Subject to the
provisions of Section 11.5(a)(vi), the Administrative Agent agrees to
provide to the Lenders, copies where appropriate, of all information, notices
and reports required to be given to the Administrative Agent by the Borrowers
and the Guarantors hereunder or pursuant to any other Loan Document, promptly
upon receipt of same, excepting therefrom information and notices relating
solely to the role of the Administrative Agent hereunder.  11.7Agents Authority  With respect
to its Commitment and the Advances made by it as a Lender, an Agent shall have
the same rights and powers under this Agreement as any other Lender and may
exercise the same as though it were not an Agent. An Agent may accept deposits
from, lend money to, and generally engage in any kind of business with the
Borrowers and the Subsidiaries or any corporation or other entity owned or
controlled by any of them and any Person which may do business with any of
them, all as if the Agent was not an Agent hereunder and without any duties to
account therefor to the Lenders.  92


11.8Lenders Independent Credit
Decision  It is
understood and agreed by each Lender that it has itself been, and will continue
to be, solely responsible for making its own independent appraisal of and
investigations into the financial condition, creditworthiness, condition,
affairs, status and nature of the Borrowers and its Subsidiaries. Accordingly,
each Lender confirms with the Agents that it has not relied, and will not
hereafter rely, on the Agents (i) to check or enquire on its behalf into
the adequacy, accuracy or completeness of any information provided by the
Borrowers or any other Person under or in connection with this Agreement, the
other Loan Documents or the transactions herein or therein contemplated
(whether or not such information has been or is hereafter distributed to such
Lender by an Agent), or (ii) to assess or keep under review on its behalf
the financial condition, creditworthiness, condition, affairs, status or nature
of the Borrowers or any Subsidiary. Each Lender acknowledges that a copy of
this Agreement has been made available to it for review and each Lender
acknowledges that it is satisfied with the form and substance of this
Agreement.  11.9Indemnification  Each Lender
hereby agrees to indemnify the Agents (to the extent not reimbursed by the
Borrowers) in its Global Rateable Portion, from and against any and all
liabilities, obligations, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever which may be imposed
on, incurred by, or asserted against an Agent (in its capacity as agent for the
Lenders) in any way relating to or arising out of this Agreement or any other
Loan Documents or any action taken or admitted by an Agent under or in respect
of this Agreement or any other Loan Documents; provided that no Lender shall be
liable for any portion of such liabilities, obligations, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements resulting from such
Agents gross negligence or wilful misconduct, as determined by a final,
non-appealable decision of a court of competent jurisdiction. Without limiting
the generality of the foregoing, each Lender agrees to reimburse such Agent
promptly upon demand in the proportion specified herein in respect of any
out-of-pocket expenses (including counsel fees) incurred by such Agent in
connection with the preservation of any rights of the Agents or the Lenders
under, or the enforcement of, or legal advice in respect of the rights or
responsibilities under, this Agreement or any other Loan Documents, to the
extent that the Agent is not reimbursed for such expenses by the Borrowers.  11.10Successor Agent  The
Administrative Agent may, as hereinafter provided, resign at any time by giving
not less than 30 days written notice thereof to the Lenders and the Borrowers.
The Administrative Agent may, as hereinafter provided, be removed at any time
on not less than 30 days written notice thereof by the Majority Lenders
provided that the Majority Lenders have designated a successor who is prepared
to act hereunder and which is acceptable to Celestica, acting reasonably. Upon
any such resignation or removal, the Majority Lenders shall have the right to
appoint a  successor agent (the Successor Agent) which shall be a Lender and which shall be
acceptable to the Borrowers, acting reasonably. Upon the acceptance of any
appointment hereunder by a Successor Agent, such Successor Agent shall
thereupon become Administrative Agent hereunder and shall succeed to and become
vested with all the rights, powers, privileges and duties of CIBC and CIBC
shall thereupon be discharged from its further duties and obligations as
Administrative Agent under this Agreement. After any resignation or removal of
CIBC under this Section 11.10,  93


the provisions
of this Article 11 shall continue to enure to its benefit as to any
actions taken or omitted to be taken by it while it was Administrative Agent
hereunder.  11.11Taking and Enforcement of Remedies  (a)Each of the Lenders hereby
acknowledges that, to the extent permitted by Applicable Law, the remedies
provided hereunder or under the Security Documents to the Lenders are for the
benefit of the Lenders collectively and acting together and not severally and
further acknowledges that its rights hereunder and thereunder are to be
exercised not severally, but collectively by the Administrative Agent upon the
decision of the Lenders, the Majority Lenders or the Super Majority Lenders, as
applicable, regardless of whether declaration or acceleration was made pursuant
to Section 10.2; accordingly, notwithstanding any of the provisions
contained herein and therein, each of the Lenders hereby covenants and agrees
that it shall not be entitled to take any action with respect to the Facility,
including, without limitation, any declaration or acceleration under Section 10.2,
but that any such action shall be taken only by the Administrative Agent with
the prior written consent of the Lenders, the Majority Lenders or the Super
Majority Lenders, as applicable, provided that, notwithstanding the foregoing:  (i)in the absence of instructions
from the Lenders, from the Majority Lenders or from the Super Majority Lenders,
as applicable, and where in the sole opinion of the Administrative Agent the
exigencies of the situation warrant such action, the Administrative Agent may
without notice to or consent of the Lenders take such action on behalf of the
Lenders as it deems appropriate or desirable in the interest of the Lenders;
and  (ii)the commencement of litigation
before any court shall be made in the name of each Lender individually unless
the laws of the jurisdiction of such court permit such litigation to be
commenced in the name of the Administrative Agent on behalf of the Lenders
(whether pursuant to a specific power of attorney in favour of the
Administrative Agent or otherwise) and the Administrative Agent agrees to
commence such litigation in its name;  each of the
Lenders hereby further covenants and agrees that upon any such written consent
being given by the Lenders, the Majority Lenders or the Super Majority Lenders,
as applicable, they shall co-operate fully with the Administrative Agent to the
extent requested by the Administrative Agent in the collective realization
including, without limitation, the appointment of a receiver and manager to act
for their collective benefit; and each Lender covenants and agrees to do all
acts and things and to make, execute and deliver all agreements and other
instruments, including, without limitation, any instruments necessary to effect
any registrations, so as to fully carry out the intent and purpose of this Section 11.11;
and each of the Lenders hereby covenants and agrees that, other than as
provided in this Agreement, it has not heretofore and shall not seek, take,
accept or receive any security for any of the obligations and liabilities of
the Borrowers or any Guarantor hereunder or under any other document,
instrument,  94


writing or
agreement ancillary hereto and shall not enter into any agreement with any of
the parties hereto or thereto relating in any manner whatsoever to the
Facility, unless all of the Lenders shall at the same time obtain the benefit
of any such agreement.  (b)Notwithstanding any other
provision contained in this Agreement, no Lender shall be required to be joined
as a party to any litigation commenced against any Obligor by the
Administrative Agent, the Majority Lenders or the Super Majority Lenders, as
applicable, hereunder (unless otherwise required by any court of competent
jurisdiction) if it elects not to be so joined in which event any such
litigation shall not include claims in respect of the rights of such Lender
against the Obligors hereunder until such time as such Lender does elect to be
so joined; provided that if at the time of such subsequent election it is not
possible or practicable for such Lender to be so joined, then such Lender may
commence proceedings in its own name in respect of its rights against the
Obligors hereunder.  11.12Reliance Upon Lenders  The
Administrative Agent shall be entitled to rely upon any certificate, notice or
other document provided to it by a Lender on behalf of all financial institutions
and Affiliates which together constitute a Lender pursuant to this Agreement
and the Administrative Agent shall be entitled to deal with the Lenders with
respect to the matters under this Agreement which are such Administrative Agents
responsibilities without any liability whatsoever to the Lenders for relying
upon any certificate, notice or other document provided to it by such Lender
notwithstanding any lack of authority of the Lender to provide the same or to
bind the other financial institutions and Affiliates which together constitute
a Lender.  11.13Reliance upon Administrative Agent  The Obligors
shall be entitled to rely upon any certificate, notice or other document
provided to any of them by the Administrative Agent pursuant to this Agreement
or any other Loan Document and the Obligors shall be entitled to deal with the
Administrative Agent (and, except as otherwise specifically provided, not to
deal with any Lender prior to an Event of Default) with respect to all matters
under this Agreement and the other Loan Documents without any liability
whatsoever to the Lenders for relying upon any certificate, notice or other
document provided to any of them by the Administrative Agent, notwithstanding
any lack of authority of the Administrative Agent to provide the same. Without
limiting the generality of the foregoing, but subject as herein otherwise
specifically provided, none of the Lenders shall have any right to enforce
directly any of the provisions of this Agreement or any other Loan Document or
to communicate with the Obligors except through the Administrative Agent in
accordance with the terms of this Agreement or as otherwise specifically
provided in this Agreement. The provisions of this Article 11 are for the
benefit of the Agents and the Lenders and, except for the provisions of
Sections 11.2, 11.13, 11.14 and 11.15, may not be relied upon by the Obligors.  11.14Replacement of Cancelled Commitments  If, at any
time prior to the Maturity Date, the Commitment of any Lender or Lenders is cancelled,
or any Lender fails to perform its obligations hereunder, the Administrative
Agent  95


may, and at
the request of the Borrowers, provided that no Default or Event of Default has
occurred and is continuing, shall use its reasonable efforts to locate one or
more other Persons (Substitute Lenders)
satisfactory to the Borrowers (who may be an existing Lender) to become a
Lender and to assume all or a portion of the Commitment so cancelled, provided
that the Administrative Agent shall not be under any obligation to assume such
cancelled Commitment itself if the Administrative Agent is unable to locate any
Substitute Lenders.  Upon locating one or
more Substitute Lenders, the Administrative Agent (on behalf of each of the
parties hereto other than the Borrowers and the Lender or Lenders whose
Commitment has been cancelled), the Borrowers and the Substitute Lender or
Lenders shall make any appropriate amendments to this Agreement which are
required to incorporate such Substitute Lender or Lenders hereunder. If any
Substitute Lender is not an existing Lender, then Celestica shall pay to the
Administrative Agent an administration fee of U.S.$3,500.  11.15Disclosure of Information  The
Administrative Agent and each of the Lenders acknowledges the confidential
nature of this Agreement, the financial, operational and other information and
data provided and to be provided to it by the Borrowers pursuant hereto that is
not at the time it is so provided or (other than through a breach of this
Agreement) thereafter in the public domain and agrees not to disclose such
information; provided, however, that:  (a)the Administrative Agent and
each Lender may disclose all or any part of such information to any proposed
assignee or transferee or participant of any Lender or to any potential direct
or indirect swap counterparty and its counsel, provided that such Person has
executed and delivered to the Administrative Agent or such Lender a
confidentiality agreement in a form satisfactory to the Administrative Agent or
such Lender, which terms shall include an agreement to comply with this Section 11.15;  (b)the Administrative Agent and
each Lender may disclose all or any part of such information if, (A) in
the sole reasonable opinion (stated in writing) of the Lenders Counsel, such
disclosure is compellable by Applicable Law in connection with any threatened
judicial, administrative or governmental proceeding or is required in
connection with any actual judicial, administrative or governmental proceeding
or (B) such disclosure is compellable by Applicable Law, provided that in
any such event the Administrative Agent or the relevant Lender will make
reasonable efforts to provide Celestica with prompt written notice of any such compellable
disclosure so that Celestica may seek a protective order or other appropriate
remedy or relief to prevent such disclosure from being made. The failure to
deliver such notice or, where applicable, the giving of such notice, shall not
preclude disclosure by the Administrative Agent or the Lender where legally
required in the opinion of Lenders Counsel. In any event, the Administrative
Agent or Lender will furnish only that portion of such information which, in
the reasonable opinion of the Lenders Counsel, it is legally required to
disclose and will request that confidential treatment will be accorded such
information;  (c)it shall incur no liability in
respect of any disclosure of such information to any, or pursuant to the
requirements of any, judicial authority, law enforcement agency,  96


tax or
regulatory authority which it is required to make in accordance with Applicable
Law;  (d)it shall inform the Borrowers,
as soon as is practicable, of any disclosure of such information made by it
unless such disclosure is in the ordinary course of its business or such tax or
regulatory authority or such judicial authority or law enforcement agency
requires the Administrative Agent or such Lender not to inform the Borrowers of
the disclosure of such information to it;  (e)the Administrative Agent and
each Lender may disclose all or any part of such information to its auditors or
to Lenders Counsel or other counsel of reputable standing for the purpose of
seeking or obtaining accounting or legal advice, provided that any such
auditors (except where such auditor is the Auditor General of Canada, in which
case such disclosure may be made on a non-confidential basis) or counsel are
bound by a professional duty of confidentiality;  (f)the Administrative Agent and
each Lender may disclose such information to any employees, agents, officers
and directors of the Administrative Agent or any Lender, and of any Subsidiary
or Affiliate of the Administrative Agent or any Lender (a Representative),
if such disclosure is required in connection with the administration of the
Facility, provided that the Administrative Agent or such Lender shall be
responsible for a breach by any of its Representatives of the obligation not to
disclose such information;  (g)the Administrative Agent and
each Lender may disclose such information to any nationally recognized rating
agency that requires access to information about the Administrative Agents or
such Lenders  investment portfolio in
connection with ratings issued with respect to the Administrative Agent or such
Lender, provided that the Administrative Agent or such Lender will request that
confidential treatment will be accorded such information; and  (h)the Administrative Agent and
each Lender may disclose all or any part of such information with the prior
written consent of Celestica.  11.16Adjustments of Rateable Portions  (a)In connection with any
Drawdown (other than a Drawdown of a Swing Line Advance), Conversion or Rollover
or any reimbursement or repayment of an Obligation, the Administrative Agent
shall, in its sole and unfettered discretion, have the right (but not the
obligation) to make adjustments of the amount of such Drawdown, Conversion or
Rollover advanced or paid by such Lender or the amount of such reimbursement or
repayment to be received by such Lender in order to maintain the balances of
the Advances made by each Lender other than to a Consent Designated Subsidiary
in the same portion as the Main Facility Rateable Portion of each Lender.  (b)Upon the occurrence of an
acceleration under Section 10.1(h), 10.1(i) or 10.2, if, with respect
to any Lender, the aggregate of all outstanding Advances made by such Lender is
less than its Global Rateable Portion (after giving effect to any  97


adjustment
made pursuant to Subsection 11.16(a)) of the aggregate of all outstanding
Advances, the Administrative Agent may, by written notice, require such Lender
to pay to the Administrative Agent, for the credit of the other Lenders, in
such currency or currencies as the Administrative Agent may in its discretion
determine, such amount as may be required so as to bring the aggregate of all
outstanding Advances made by such Lender equal to its Global Rateable Portion
of the aggregate of all outstanding Advances. 
The Administrative Agent shall credit the funds received from such
Lender to any other Lender or Lenders, as it may determine in its discretion,
so as to render the aggregate of the outstanding Advances made by each Lender
equal to the Global Rateable Portion of each Lender of all outstanding
Advances.  ARTICLE 12
COSTS, EXPENSES AND INDEMNIFICATION  12.1Costs and Expenses  Each Borrower
shall pay promptly, upon request by the Administrative Agent accompanied by
reasonable supporting documentation or other evidence, all reasonable costs and
expenses in connection with the due diligence pertaining to or the preparation,
printing, execution and delivery of this Agreement and the other documents to
be delivered hereunder including, without limitation, the reasonable fees and
out-of-pocket expenses of the Lenders Counsel with respect thereto.  Except for ordinary expenses of the
Administrative Agent relating to the day-to-day administration of this
Agreement, each Borrower further agrees to pay all reasonable out-of-pocket
costs and expenses (including reasonable fees and expenses of counsel,
accountants and other experts) in connection with the syndication of the
Facility and the interpretation, preservation or enforcement of rights of the
Administrative Agent and the Lenders under this Agreement and the Loan
Documents including, without limitation, all reasonable costs and expenses
sustained by them as a result of any failure by any of the Borrowers or
Guarantors to perform or observe its obligations contained in any of this
Agreement and the Loan Documents and including the costs and expenses of any
waivers, consents, amendments, discharges, releases or similar requirements
related to any Loan Document.  The
Borrowers further agree to pay all reasonable out-of-pocket expenses of the
Issuing Bank with respect to the issuance and administration of Letters of
Credit.  12.2Indemnification by the
Borrowers  In addition to
any liability of each Borrower to any Lender or any Agent under any other
provision hereof, each Borrower shall indemnify the Lenders and the Agents and
hold each Lender and each Agent harmless against any reasonable costs or
expenses incurred by a Lender or an Agent as a result of (i) any failure
by such Borrower to fulfil any of its obligations hereunder or under any Loan
Document in the manner provided herein including, without limitation, any cost
or expense incurred by reason of the liquidation or re-employment in whole or
in part of deposits or other funds required by any Lender to fund or maintain
any Advance as a result of the failure of such Borrower to complete a Drawdown
or to make any repayment or other payment on the date required hereunder or
specified by it in any notice given hereunder; or (ii) the failure of such
Borrower to pay any other amount including, without limitation, any interest or
fee due hereunder on its due date; or (iii) the prepayment or repayment by
such Borrower of any LIBOR Advance or Bankers Acceptance Advance prior to its
date of maturity  98


or the last
day of the then current Interest Period for such Advance; or (iv) any
failure by a Borrower or Designated Subsidiary to fulfill any of its
obligations under any interest rate swap agreements entered into during the
term of this Agreement by such Borrower or Designated Subsidiary with any
Person who was, at the time such interest rate swap agreement was entered into,
a Lender.  The indemnity in Section 12.2,
to the extent that it relates to clause (iv), shall survive the termination of
this Agreement and the Commitments hereunder and shall remain in full force and
effect until such time as the parties to such interest rate swap agreements
have no obligations thereunder.  12.3Funds  Each amount
advanced, made available, disbursed or paid hereunder shall be advanced, made
available, disbursed or paid, as the case may be, in immediately available
funds or, after notice from the Administrative Agent, in such other form of
funds as may from time to time be customarily used in the jurisdiction in which
the Advance is advanced, made available, disbursed or paid in the settlement of
banking transactions similar to the banking transactions required to give
effect to the provisions of this Agreement on the day such advance,
disbursement or payment is to be made.  12.4General Indemnity  (a)Indemnity.Subject to paragraphs (b), (c) and (d) below,
the Borrowers agree to indemnify and save harmless the Agents, the Lenders,
their respective Affiliates involved in the syndication or administration of
the Facility, their respective officers, directors, employees and agents
(collectively, the Indemnitees
and individually, an Indemnitee)
from and against any and all liabilities, claims, damages and losses (including
reasonable legal fees and disbursements of counsel but excluding loss of
profits and special or consequential damages) (collectively, the Losses) as a result of any claims, actions or proceedings (Claims) asserted against the Indemnitees, by a Person other
than the Indemnitees in connection with the agreement of the Lenders to provide
the Facility, the Commitments of the Lenders and the Advances made by the
Lenders including, without limitation: (i) the costs of defending and/or
counterclaiming or claiming over  against
third parties in respect of any Claim; and (ii) subject to the provisions
set forth in paragraph (d) below, any Losses arising out of a settlement
of any Claim made by the Indemnitees.  (b)Limitations
to Indemnity.The foregoing obligations of
indemnification shall not apply to (i) any Losses suffered by the
Indemnitees or any of them or to any Claim asserted against the Indemnitees or
any of them to the extent such Loss or Claim has resulted from the gross
negligence or wilful misconduct (as determined by a final, non-appealable
decision of a court of competent jurisdiction) of the Indemnitees or any of
them; or (ii) any Losses with respect to Taxes for which an Indemnitee may
claim an indemnity from an Obligor pursuant to Section 5.5(b) of this
Agreement.  (c)Notification.Whenever a Lender or an Agent shall have
received notice that a Claim has been commenced or threatened, which, if
successful, would subject a Borrower (the Indemnifying Party)
to the indemnity provisions of this Section  99


12.4, the
Lender or the Agent shall as soon as reasonably possible notify (to the extent
permitted by law) the Indemnifying Party in writing of the Claim and of all
relevant information the Lender or the Agent possesses relating thereto;
provided, however, that failure to so notify the Indemnifying Party shall not
release it from any liability which it may have on account of the indemnity set
forth in this Section 12.4, except to the extent that the Indemnifying
Party shall have been materially prejudiced by such failure.  (d)Defence
and Settlement.The
Indemnifying Party shall have the right, but not the obligation, to assume the
defence of any Claim in any jurisdiction with legal counsel of reputable
standing in order to protect the rights and interest of the Indemnitees.  In such respect, (i) the Indemnifying
Party shall require the consent of the Indemnitees to the choice of legal
counsel in connection with the Claim, which consent shall not be unreasonably
withheld or delayed; and (ii) without prejudice to the rights of the
Indemnitees to retain counsel and participate in the defence of the Claim, the
Indemnifying Party and the Indemnitees shall make all reasonable efforts to
co-ordinate their course of action in connection with the defence of such
Claim. The related costs and expenses sustained in such respect by the
Indemnitees shall be at the expense of the Indemnifying Party, provided that
the Indemnifying Party shall only be liable for the costs and expenses of one
firm of separate counsel in addition to the cost of any local counsel that may
be required.  If the Indemnifying Party fails
to assume defence of the Claim, the Indemnitees will (upon further notice to
the Borrowers) have the right to undertake, at the expense of the Indemnifying
Party, the defence, compromise or settlement of the Claim on behalf and for the
account and risk of the Indemnifying Party, subject to the right of the
Indemnifying Party to assume the defence of the Claim at any time prior to
settlement, compromise or final determination thereof.  Notwithstanding
the foregoing, in the event the Indemnitee, acting reasonably, does not agree
with the manner or timeliness in which the legal counsel of the Indemnifying
Party is  carrying on the defence of the
Claim, or, pursuant to the opinion of a reputable counsel retained by  the Indemnitee, there may be one or more
legal defences available different from the one carried on by the legal counsel
of the Indemnifying Party, the Indemnitee shall have the right to assume its
own  defence in the Claim by appointing
its own legal counsel. The costs and the expenses sustained by the Indemnitee
shall be at the expense of the Indemnifying Party provided that the
Indemnifying Party shall only be liable for the costs and expenses of one firm
of separate counsel, in addition to the costs of any local counsel that may be
required.  The
Indemnifying Party shall not be liable for any settlement of any Claim effected
without its written consent (which shall not be unreasonably withheld or
delayed). In addition, the Indemnifying Party will not, without the prior
written consent of the Indemnitee (which consent shall not be unreasonably
withheld or delayed), settle, compromise or consent to the entry of any
judgment in or otherwise seek to terminate any Claim or threatened Claim in
respect of which indemnification or contribution may be sought hereunder.  If an offer
for settlement made to any Indemnitee which the Indemnifying Party has
recommended for acceptance is rejected by the Indemnitee and the final
liability of the Indemnitee in respect of such action and all related damages
is greater than such offer, the  100


liability of
the Indemnifying Party will only be to indemnify the Indemnitee up to the
amount of such offer.  12.5Environmental Claims  (a)Indemnity.Subject to paragraphs (b), (c) and (d) below,
the Borrowers agree to indemnify and save harmless the Indemnitees from and
against any and all Losses as a result of any Claims asserted against the
Indemnitees by a Person other than the Indemnitees with respect to any material
presence or Release on, into, onto, under or from any property owned, leased or
operated by any of the Borrowers or any Subsidiary (the Property)
of any Hazardous Material regardless of whether caused by, or within the
control of, the Borrower or any Subsidiary or which arises out of or in connection
with any action of, or failure to act by, the Borrowers or any Subsidiary or
any predecessor or successor thereof in contravention of any present or future
applicable Environmental Laws, whether or not having the force of law,
including, without limitation: (i) the costs of defending and/or
counterclaiming or claiming over against third parties in respect of any such
Claim; and (ii) subject to the provisions set forth in paragraph (d) below,
any Losses arising out of a settlement made by the Indemnitees of any Claim.  (b)Limitations
to Indemnity.The foregoing obligations of
indemnification shall not apply to any Losses suffered by the Indemnitees or
any of them or to any Claim asserted against the Indemnitees or any of them
which relates directly to any action or omission taken by any of the
Indemnitees while in possession or control of the Property which is grossly
negligent or constitutes wilful misconduct (as determined by a final,
non-appealable decision of a court of competent jurisdiction) but shall apply
to any Claim occurring during such period that relates to a continuation of
conditions previously in existence or of a practise previously employed by any
Obligor.  (c)Notification.Whenever an Indemnitee shall have received
notice that a Claim has been commenced or threatened, which, if successful,
would subject the Borrowers to the indemnity provisions of this Section 12.5,
the Indemnitee shall as soon as reasonably possible and in any event on or
before the expiry of the date (the Notification Date)
which is the earlier of (i) the tenth Banking Day after the receipt of
such notice by the Indemnitee, and (ii) such date as will afford
sufficient time for the Borrowers to prepare and file a timely answer to the
Claim, notify the Borrowers of the Claim and of all relevant information the
Indemnitee possesses relating thereto. If the Indemnitee shall fail to so
notify the Borrowers and provide it with such information on or before the
Notification Date, the Borrowers shall not have any liability hereunder in
respect of any Losses suffered by the Indemnitee in respect of such Claim to
the extent such Losses may be reasonably attributable to such failure by the
Indemnitee.  (d)Defence
and Settlement.The provisions of Section 12.4(d) shall
apply to any Claims under this Section 12.5.  101


ARTICLE 13
GENERAL  13.1Term  The Facility
shall expire on the Maturity Date.  13.2Survival  All covenants,
agreements, representations and warranties made herein or in certificates
delivered in connection herewith by or on behalf of each Obligor shall survive
the execution and delivery of this Agreement and the making of the Drawdowns
hereunder and shall continue in full force and effect so long as there is any
obligation of an Obligor to the Agents and the Lenders hereunder or under any
other Loan Document.  13.3Benefit 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 Agents and the Lenders.  13.4Notices  All notices,
requests, demands or other communications to or from the parties hereto shall
be in writing and shall be given by overnight delivery service, by hand
delivery or by telecopy to the addressee as follows:  (a)If to the Borrowers:  12 Concorde
Place,
5th Floor
Toronto, Ontario, Canada
M3C 3R8  Attention:              Vice President and Treasurer
Telecopier:            416-448-2280  with a copy
to:  12 Concorde
Place,
5th Floor
Toronto, Ontario
M3C 3R8  Attention:              Senior Vice President and Chief
Legal Officer
Telecopier:            416-448-2817  (b)If to the Administrative
Agent:  Canadian
Imperial Bank of Commerce
161 Bay Street  102


BCE Place, 8th
Floor
Toronto, Ontario
M5J 2S8  Attention:              Director, Agency
Telecopier:            (416) 956-3830  (c)if to a Lender, at the
addresses set out in Schedule A or in the relevant Transfer Notice;  or at such
other address or to such other individual as the Borrowers may designate by
notice to the Administrative Agent and as the Administrative Agent or a Lender
may designate by notice to the Borrowers and the Lenders or the Administrative
Agent, as the case may be.  13.5Amendment and Waiver  This Agreement
and any Loan Documents collateral hereto may be modified or amended and a
waiver of any breach of any term or provision of this Agreement shall be
effective only if the Borrowers, the Administrative Agent and the Majority
Lenders so agree in writing, provided that in all cases the Borrowers shall be
entitled to rely upon the Administrative Agent, without further inquiry in
respect of any amendments or waivers agreed to by the Administrative Agent and
which the Administrative Agent has confirmed have been agreed to by the
Majority Lenders; provided further, however, that:  (a)no amendment, waiver or
consent, unless in writing and signed by all of the Lenders that are not, as at
the effective date of the amendment, waiver or consent a Defaulting Lender,
shall: (i) increase the Commitment of any Lender or subject any Lender to
any additional obligation, provided however, that in no event shall any Lender
have the ability to increase the Commitment of a Defaulting Lender; (ii) reduce
the principal of, or interest on, the Advances or reduce any fees hereunder; (iii) postpone
any date fixed for any payment of principal of, or interest on, the Advances or
any other amounts payable hereunder; (iv) amend the definition of Majority
Lenders or Super Majority Lenders; (v) amend this Section 13.5; or (vi) release,
in one transaction or a series of transactions, all or substantially all of the
Guarantees or the Security (other than in accordance with Section 9.1(p)(v));  (b)except as otherwise expressly
provided herein, the amendment at any time of any Security Document or the
release at any time of any Guarantee or Security, in each case where Section 13.5(a)(vi) does
not apply, by the Administrative Agent, on behalf of itself and the Lenders,
will require the consent of the Super Majority Lenders, except that: (i) to
the extent that a release of a Guarantee or any Security, as applicable, may be
effected pursuant to a transaction subject to Section 13.12 only, the
consent of the Administrative Agent and the Majority Lenders will be required; (ii) to
the extent that a release of a Guarantee or any Security, as applicable, may be
effected pursuant to Section 7.3(b) only, the consent of the
Administrative Agent will be required; (iii) the consent to the release of
a Guarantee or any Security, as applicable, granted by a Material Restricted
Subsidiary shall be deemed to have been given by the Super Majority Lenders or  103


the Majority
Lenders, as applicable, if the Super Majority Lenders or the Majority Lenders,
as applicable, provided consent to the sale of the Shares of a Material
Restricted Subsidiary or a Domestic Restricted Subsidiary or the sale of all or
substantially all of the undertaking, property and assets of a Material
Restricted Subsidiary or Domestic Restricted Subsidiary used in conducting a
business, as applicable, pursuant to Section 9.2(b)(ix); and (iv) to
the extent that an amendment, as determined by the Administrative Agent and
Lenders Counsel, each acting reasonably, does not materially impair the
enforceability or unconditionality of such Guarantee or such Security, the
consent of the Administrative Agent is required; and  (c)no amendment, waiver or
consent, unless in writing and signed by the Administrative Agent, Swing Line
Lender or Issuing Bank, as applicable, in addition to the Lenders required
herein above to take such action, affects the rights or duties of the
Administrative Agent, Swing Line Lender or Issuing Bank, as applicable, under
this Agreement or any Advance.  A waiver of
any breach of any term or provision of this Agreement shall be limited to the
specific breach waived.  13.6Governing 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 Agents, Lenders and
Borrowers agree that any legal suit, action or proceeding arising out of this
Agreement or any Loan Document may be instituted in the courts of Ontario, and
the Agents, 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.  13.7Further 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.  13.8Enforcement and Waiver by the
Lenders  Subject to Section 11.11,
the Administrative Agent and the Lenders shall have the right at all times to
enforce the provisions of this Agreement and the other Loan Documents in strict
accordance with the terms hereof and thereof, notwithstanding any conduct or
custom on the part of the Administrative Agent or the Lenders in refraining
from so doing at any time or times. The failure of the Administrative Agent or
the Lenders at any time or times to enforce their rights under such provisions,
strictly in accordance with the same, shall not be construed as having created
a custom in any way or manner, modified or waived the same. All rights and
remedies of  104


the
Administrative Agent and the Lenders are cumulative and concurrent and the
exercise of one right or remedy shall not be deemed a waiver or release of any
other right or remedy.  13.9Execution 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.  13.10Assignment by the Borrowers  The rights and
obligations of the Borrowers under this Agreement are not assignable to any
other Person, except in accordance with Article 7, without the prior
written consent of all of the Lenders, which consent shall not be unreasonably
withheld.  13.11Assignments and Transfers by a Lender  (a)With the prior written consent
of the Administrative Agent and Celestica, such consent not to be unreasonably
withheld or delayed, any Lender may, at any time, assign all or any of its
rights and benefits hereunder or transfer in accordance with Section 13.11(b) all
or any of its rights, benefits and obligations hereunder; provided that in the
event that such assignment would give rise to a claim for increased costs
pursuant to Article 5, it shall not be unreasonable for Celestica to
withhold its consent to such assignment. Any assignment or transfer shall be
with respect to a minimum Commitment of U.S.$10,000,000 and integral multiples
of U.S.$1,000,000 in excess thereof. A lesser amount may be assigned or
transferred by any Lender if such amount represents the remaining balance of
such Lenders Commitment. Notwithstanding the foregoing, the consent of the
Administrative Agent and Celestica is not required in connection with the
assignment or transfer of all or any of the rights, benefits and obligations
hereunder (i) to any Subsidiary or Affiliate of a Lender or to any other
Lender hereunder provided that notice is given to the Administrative Agent and
Celestica, and provided that, in either case, any such assignment or transfer
does not give rise to a claim for increased costs pursuant to Article 5 or
any obligation on the part of an Obligor to deduct or withhold any Taxes from
or in respect of any sum payable hereunder to the Administrative Agent or the
Lenders, in either case, in excess of what would have been the case without such
assignment, or such assignee waives the rights to any benefits under Section 5.5;
or (ii) to any Person if an Event of Default has occurred and is
continuing.  (b)If any Lender assigns all or
any of its rights and benefits hereunder in accordance with Section l3.11(a),
then, unless and until the assignee has agreed with the Administrative Agent
and the other Lenders (in a Transfer Notice or otherwise) that it shall be
under the same obligations towards each of them as it would have been under if
it had been an original party hereto as a Lender, none of the Administrative
Agent or any of the other Lenders or the Borrowers shall be obliged to
recognize such assignee as having the rights against each of them which it
would have had if it had been such a party hereto.  105


(c)If any Lender wishes to assign
all or any of its rights, benefits and/or obligations  hereunder as contemplated in Section l3.11(a),
then such transfer may be effected upon:  (i)receipt of the written consent
of the Administrative Agent and Celestica as referred to in Section 13.11(a) delivered
to the relevant assignee by  the
Administrative Agent unless an Event of Default has occurred and is continuing
in which case consent of Celestica shall not be required;  (ii)the delivery to and
countersignature by the relevant Lender of a duly completed and duly executed
Transfer Notice; and  (iii)if any Lender wishes to assign
any of its rights, benefits and/or obligations hereunder to a financial
institution which is not a Lender or a Subsidiary or Affiliate of a Lender,
such Lender shall have paid to the Administrative Agent a fee in the amount of
U.S.$3,500;  in which
event, on the later of the effective date, if any, specified in such Transfer
Notice and the fifth Banking Day after the date of delivery of such Transfer
Notice to the Administrative Agent (unless the Administrative Agent agrees to a
shorter period):  (iv)to the extent that in such
Transfer Notice the Lender party thereto seeks to transfer its rights and
obligations hereunder, each of the Obligors and such  Lender shall be released from further
obligations towards one another hereunder and their respective rights against
one another shall be cancelled (such rights and obligations being referred to
in this Section 13.11(c) as discharged rights and
obligations);  (v)each of the Obligors and the
assignee party thereto shall assume obligations towards one another and/or
acquire rights against one another which differ from such discharged rights and
obligations only insofar as such Obligor and such Assignee have assumed and/or
acquired the same in place of such Obligor and such Lender; and  (vi)the Administrative Agent, such
assignee and the other Lenders shall acquire the same rights and assume the
same obligations between themselves as they would have acquired and assumed had
such assignee been an original party hereto as a Lender with the rights and/or
obligations acquired or assumed by it as a result of such transfer.  (d)Each of the parties hereto
confirms that:  (i)the delivery to an assignee of
a Transfer Notice signed by a Lender constitutes an irrevocable offer (subject
to the conditions of Section 13.11(c)) by each of the parties hereto to
accept such transferee (subject to the conditions set out herein) as a Lender
party hereto with the rights and obligations so expressed to be transferred;  106


(ii)such offer may be accepted by
such assignee by the execution of such Transfer Notice by such assignee and
upon fulfilment of the conditions set forth in Section 13.11(c); and  (iii)the provisions of this
Agreement shall apply to the contract between the parties thereto arising as a
result of acceptance of such offer.  (e)The Administrative Agent shall
not be obliged to accept any Transfer Notice received by it hereunder and no
such Transfer Notice may take effect on any day on or after the receipt by the
Administrative Agent of a Drawdown Notice and prior to the date for the making
of the proposed Advance.  (f)No transfer pursuant to this Section 13.11
shall, unless the Administrative Agent otherwise decides in its absolute
discretion and notifies the parties to such transfer accordingly, be effective
if the date for effectiveness of such transfer on the day on which the
Administrative Agent receives the applicable Transfer Notice is on, or less
than five Banking Days before, the day for the payment of any interest or fee
hereunder.  (g)Any Lender may participate all
or any part of its interest hereunder, provided that any such participation
does not give rise to a claim for increased costs pursuant to Article 5 or
any obligation on the part of an Obligor to deduct or withhold any Taxes from
or in respect of any sum payable hereunder to an Agent or the Lenders, or such
Lender and participant waive the right to any benefits under Section 5.5
and, in such case, notice of such participation has been given to the
Administrative Agent and Celestica. Such participant shall not be entitled to
any vote as a Lender. The Borrowers shall not be obligated to deal with any
participant and shall be entitled to deal solely with the Lender and the Lender
shall not be released from any of its obligations to the Borrowers as a result
of such participation except to the extent that the participant has fulfilled
such obligations. Such participants shall be bound to the same confidentiality
provisions with respect to the Facility, the Borrowers and the Subsidiaries as
are applicable to the Lenders.  13.12Certain Requirements in Respect of Merger,
Etc  No Borrower
shall, and the Borrowers shall not permit any Restricted Subsidiary (in each
case, a Predecessor Corporation) to, enter
into any transaction (whether by way of liquidation, dissolution, amalgamation,
merger, transfer, sale or otherwise) whereby all or substantially all of its
undertaking, property and assets would become the property of any other Person
other than in accordance with Section 9.2(b)(vii) or Section 9.2(b)(ix) or,
in the case of any such amalgamation or merger, of the continuing company
resulting therefrom, or whereby the obligation of the Predecessor Corporation
to pay amounts under this Agreement would become subject to novation or assumed
or undertaken by any other such Person or continuing company (a Corporate Reorganization), provided that it may do so (and
if the Predecessor Corporation is a Borrower or a Material Restricted
Subsidiary or a Grantor such Person or continuing company shall become a party
to this Agreement or to the Guarantee provided by such Material Restricted
Subsidiary or the other Security Documents, as applicable, provided by such
Grantor as the case may be) if:  107


(a)such other Person or
continuing company (herein referred to as a Successor
Corporation) is a Borrower or Restricted Subsidiary;  (b)where required in the
reasonable opinion of Lenders Counsel, a Successor Corporation which is a
Borrower or Material Restricted Subsidiary or Grantor shall execute and/or
deliver to the Administrative Agent an agreement supplemental hereto or to the
Guarantee or Guarantees or the Security Documents, as applicable, executed by a
Predecessor Corporation or Predecessor Corporations, as the case may be, in
form reasonably satisfactory to the Administrative Agent and  execute and/or deliver such other
instruments, if any, which to the reasonable satisfaction of the Administrative
Agent and in the opinion of Lenders Counsel are necessary to evidence (i) the
assumption by the Successor Corporation of liability under each Loan Document
to which the Predecessor Corporation is a party for the due and punctual
payment of all money payable by the Predecessor Corporation thereunder, (ii) the
covenant of the Successor Corporation to pay the same, (iii) the agreement
of the Successor Corporation to observe and perform all the covenants and
obligations of the Predecessor Corporation under each Loan Document to which
the Predecessor Corporation was a party and to be bound by all the terms of
each such Loan Document so far as they relate to the Predecessor Corporation,
and (iv) if applicable, that the Security granted by the Predecessor
Corporation continues to secure all of the Obligations and Eligible Hedging
Obligations of the Successor Corporation pursuant to or in connection with any
Loan Document, which instruments, if any, shall be in form reasonably
satisfactory to the Administrative Agent;  (c)such transaction would not
have a Material Adverse Effect;  (d)all Other Taxes payable as a
result of such transaction have been paid;  (e)such transaction will not
result in any claim for increased costs pursuant to Section 5.2 or result
in any Tax being levied on or payable by the Administrative Agent or any Lender
(except for Taxes on the overall net income or capital of the Administrative
Agent or a Lender provided there is no increase in such Taxes as a result of
such transaction);  (f)such transaction will not
cause, or have the result of the Administrative Agent, the Lenders or any of
them being in default under, noncompliance with, or violation of, any
Applicable Law;  (g)an opinion of Borrowers
counsel, substantially in the form and as to matters addressed in the opinion
of Borrowers Counsel delivered pursuant to Section 6.1 and as to the
matters addressed in the opinion of the Borrowers Counsel delivered pursuant
to Section 9.1(p)(ii), as applicable, shall have been delivered to the
Administrative Agent;  (h)each of the covenants set
forth in Section 9.3 shall be satisfied on an actual and pro forma basis
after giving effect to such transaction;  108


(i)evidence of the due
registration, recording and/or filing of the Security Documents in all
jurisdictions necessary to protect, perfect and preserve as first ranking
security (subject to Permitted Encumbrances) the Security created thereby; and  (j)no Default or Event of Default
shall have occurred and be continuing or will occur as a result of such
transaction.  Sections 13.12(a),
(b) and (g) shall not apply (i) to the liquidation or
dissolution of the Restricted Subsidiaries listed in Schedule R; (ii) to
the merger of the Restricted Subsidiaries listed in Schedule S; and (iii) in
connection with the reorganization of the Celestica Liquidity Management
Hungary Limited Liability Company holding structure, to the dissolution of
Celestica Liquidity Management Hungary Limited Liability Company, Celestica
(Gibraltar) Limited, Celestica (Luxembourg) S.ar.l and 1282087 Ontario Inc.
through a series of transactions with the ultimate effect of transferring the
assets of such entities to Celestica.  This Section 13.12
shall not apply to permit any consolidation, amalgamation or merger by or of
Celestica unless, as the result thereof, the Successor Corporation is
Celestica.  A Successor
Corporation shall not be required to comply with Section 13.12(b), (g) and
(i) in respect of a Corporate Reorganization where (i) no Security
Document has been delivered by a Predecessor Corporation or is required to be
delivered by a Successor Corporation, and (ii) one or more of the
participants in the subject Corporate Reorganization is a Predecessor
Corporation which is a Borrower or Restricted Subsidiary existing under the
laws of an Exempted Jurisdiction and which, prior to the completion of such
Corporate Reorganization, delivered a Guarantee in accordance with Section 9.1(m)(i) and
the Guarantee delivered by such Predecessor Corporation (the Predecessor Guarantee) has not been terminated or released.  In this paragraph, Exempted
Jurisdiction means:  (i)the Province of Ontario,
unless, following the date hereof, the laws of such Province change in a manner
that would adversely affect the enforceability of the Predecessor Guarantee
against the Successor Corporation;  (ii)Canada, unless following the
date hereof, the laws of Canada or the laws of the Province of Canada which
govern such Guarantee change in a manner that would adversely affect the
enforceability of the Predecessor Guarantee against the Successor Corporation;
and  (iii)the State of Delaware, unless,
following the date hereof, the laws of such State change in a manner that would
adversely affect the enforceability of the Predecessor Guarantee against the
Successor Corporation.  13.13Set-Off  If an Event of
Default has occurred, the Administrative Agent and each Lender shall have the
right to set off against any accounts, credits or balances maintained by the
Obligors with the Administrative Agent or any Lender, any amount due hereunder.  109


13.14Time of the Essence  Time shall be
of the essence in this Agreement.  13.15Advertisements  The
Administrative Agent and the Lenders agree that prior to any advertisement with
respect to this transaction, the Administrative Agent shall obtain the written
consent of Celestica as to the form and content of such advertisement, such
consent not to be reasonably withheld and to be provided as soon as
practicable.  13.16Judgement Currency  If, for the
purposes of obtaining judgment in any court, it is necessary to convert a sum
due to the Administrative Agent or a Lender in any currency (the Original Currency) into another currency (the Other Currency), the parties agree, to the fullest extent
that they may effectively do so, that the rate of exchange used shall be that
at which, in accordance with normal banking procedures, the Administrative
Agent or such Lender could purchase the Original Currency with the Other
Currency on the Banking Day preceding the day on which final judgment is given
or, if permitted by Applicable Law, on the day on which the judgment is paid or
satisfied.  The
obligations of an Obligor in respect of any sum due in the Original Currency
from it to the Administrative Agent or any Lender under any of the Loan
Documents shall, notwithstanding any judgment in any Other Currency, be
discharged only to the extent that on the Banking Day following receipt by the
Administrative Agent or such Lender of any sum adjudged to be so due in the
Other Currency, the Administrative Agent or such Lender may, in accordance with
normal banking procedures, purchase the Original Currency with such Other
Currency.  If the amount of the Original
Currency so purchased is less than the sum originally due to the Administrative
Agent or such Lender in the Original Currency, such Borrower agrees, as a
separate obligation and notwithstanding the judgment, to indemnify the
Administrative Agent or such Lender, as the case may be, against any loss, and,
if the amount of the Original Currency so purchased exceeds the sum originally
due to the Administrative Agent or such Lender in the Original Currency, the
Administrative Agent or such Lender shall remit such excess to such Borrower.  110


IN WITNESS WHEREOFthe parties hereto have
executed this Agreement.  CELESTICA
  INC.By:
  /s/ Paul
  NicolettiName:Title:By:Name:Title:   DESIGNATED
SUBSIDIARY  CELESTICA
  INTERNATIONAL INC.By:
  /s/ Todd
  MelendyName:Title:By:Name:Title:


CANADIAN
  IMPERIAL BANK OF COMMERCE, as Administrative AgentBy:
  /s/ Warren
  LoboName: Warren
  LoboTitle:
  DirectorBy:
  /s/ Robert
  TempelhagenName: Robert
  TempelhagenTitle:
  Managing Director


BANK OF
  AMERICA N.A., CANADA BRANCHBy:
  /s/ Medina
  Sales de AndradeName: Medina
  Sales de AndradeTitle: Vice
  President


ROYAL
  BANK OF CANADABy:
  /s/ Thomas
  E. PattonName: Thomas
  E. PattonTitle: Authorized
  SignatoryBy:Name:Title:


EXPORT
  DEVELOPMENT CANADABy:
  /s/ Dan
  OBlenisName: Dan
  OBlenisTitle:
  Financing ManagerBy:
  /s/ Deepak
  DaveName: Deepak
  DaveTitle:
  Senior Financing Manager


DEUTSCHE
  BANK AG, CANADA BRANCHBy:
  /s/ Rod
  OHaraName: Rod
  OHaraTitle:
  DirectorBy:
  /s/
  Marcellus LeungName:
  Marcellus LeungTitle:
  Assistant Vice President


CITIBANK
  N.A., CANADIAN BRANCHBy:
  /s/ John HastingsName: John HastingsTitle:
  Authorized Signer