Exhibit
2.7  FOURTH AMENDED AND RESTATED
REVOLVING TERM CREDIT AGREEMENT   CELESTICA INC. AND THE SUBSIDIARIES SPECIFIED
AS 
DESIGNATED SUBSIDIARIES HEREIN,
as Borrowers  - and -  CIBC WORLD MARKETS,
as Joint Lead Arranger  - and -  RBC CAPITAL MARKETS,
as Joint 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.$ 400,000,000
REVOLVING TERM CREDIT FACILITY  Made as of April 12, 2007


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
  251.6
  Reference to
  Agents or Lenders
  251.7
  Accounting
  Terms
  261.8
  Consolidated
  Financial Statements and Consolidated Accounts
  261.9
  Non-Banking
  Days
  261.10
  References
  to Time of Day
  261.11
  Severability
  261.12
  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
  282.4
  Lenders
  Obligations
  302.5
  Repayment of
  Advances by Former Designated Subsidiaries
  302.6
  Repayment of
  Facility
  302.7
  Payments/Cancellation
  or Reduction
  322.8
  Maturity
  Date
  322.9
  Interest on
  Prime Rate Advances
  322.10
  Interest on
  Base Rate Canada Advances
  332.11
  [Intentionally
  Deleted]
  332.12
  LIBOR
  Advances
  332.13
  Method and
  Place of Payment
  342.14
  Fees
  352.15
  Conversion
  Options
  352.16
  Execution of
  Notices
  362.17
  Evidence of
  Indebtedness
  362.18
  Interest on
  Unpaid Costs and Expenses
  372.19
  Criminal
  Rate of Interest
  372.20
  Compliance
  with the Interest Act (Canada)
  372.21
  Nominal Rate
  of Interest
  372.22
  Swing Line
  Facility
  372.23
  Increase In
  Aggregate Commitment Amount To U.S.$ 400,000,000
  40  i


PageARTICLE 3LETTERS OF CREDIT
  423.1
  Issuance
  Request
  423.2
  Issuances
  433.3
  Other
  Lenders Participation
  433.4
  Reimbursement
  443.5
  Deemed
  Disbursements
  453.6
  Nature of
  Reimbursement Obligations
  453.7
  Indemnity for
  Costs
  463.8
  Fees
  46ARTICLE 4BANKERS ACCEPTANCES
  AND ACCEPTANCE NOTES
  474.1
  Funding of
  Bankers Acceptances
  474.2
  Acceptance
  Fees
  474.3
  Presigned
  Draft Forms
  484.4
  Term and
  Interest Periods
  494.5
  Payment on
  Maturity
  494.6
  Waiver of
  Days of Grace
  494.7
  Special
  Provisions Relating to Acceptance Notes
  504.8
  No Market
  50ARTICLE 5CHANGE OF
  CIRCUMSTANCES AND INDEMNIFICATION
  505.1
  Lender
  Representation
  505.2
  Increased
  Costs
  515.3
  Illegality
  525.4
  Mitigation
  525.5
  Taxes
  545.6
  Tax Refund
  56ARTICLE 6CONDITIONS PRECEDENT
  566.1
  Conditions
  for Closing
  566.2
  Conditions
  for First Drawdown
  586.3
  Conditions
  for Subsequent Drawdowns
  596.4
  Conditions
  for Certain Material Restricted Subsidiaries, Restricted Subsidiaries and
  Grantors
  60ARTICLE 7PROVISIONS RELATING
  TO SUBSIDIARIES
  617.1
  Designated
  Subsidiaries
  617.2
  Intentionally
  Deleted
  637.3
  Material
  Restricted Subsidiaries to Provide Guarantees
  637.4
  Unrestricted
  Subsidiaries
  64  ii


PageARTICLE 8REPRESENTATIONS AND
  WARRANTIES
  648.1
  Representations
  and Warranties
  648.2
  Survival of
  Representations and Warranties
  698.3
  Deemed
  Repetition of Representations and Warranties
  698.4
  Guarantees from
  Chinese Material Restricted Subsidiaries
  69ARTICLE 9COVENANTS
  709.1
  Affirmative
  Covenants
  709.2
  Negative
  Covenants
  789.3
  Financial
  Covenants
  81ARTICLE 10DEFAULT AND
  ACCELERATION
  8210.1
  Events of
  Default
  8210.2
  Acceleration
  8510.3
  Remedies
  with Respect to Bankers Acceptance Advances and Letters of Credit
  8510.4
  Remedies
  Cumulative and Waivers
  8610.5
  Suspension
  of Lenders Obligations
  8610.6
  Application
  of Payments After an Event of Default
  86ARTICLE 11THE ADMINISTRATIVE
  AGENT AND ADMINISTRATION OF THE FACILITY
  8711.1
  Authorization
  of Action
  8711.2
  Procedure
  for Making Advances
  8711.3
  Remittance
  of Payments
  8911.4
  Redistribution
  of Payment
  8911.5
  Duties and
  Obligations
  9011.6
  Prompt
  Notice to the Lenders
  9111.7
  Agents
  Authority
  9111.8
  Lenders
  Independent Credit Decision
  9211.9
  Indemnification
  9211.10
  Successor
  Agent
  9211.11
  Taking and
  Enforcement of Remedies
  9311.12
  Reliance
  Upon Lenders
  9411.13
  Reliance
  upon Administrative Agent
  9411.14
  Replacement
  of Cancelled Commitments
  9511.15
  Disclosure
  of Information
  9511.16
  Adjustments
  of Rateable Portions
  96ARTICLE 12COSTS, EXPENSES AND
  INDEMNIFICATION
  9812.1
  Costs and
  Expenses
  98  iii


Page12.2
  Indemnification
  by the Borrowers
  9812.3
  Funds
  9912.4
  General
  Indemnity
  9912.5
  Environmental
  Claims
  100ARTICLE 13GENERAL
  10113.1
  Term
  10113.2
  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
  10413.10
  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
  10913.15
  Advertisements
  10913.16
  Judgement
  Currency
  110  SCHEDULE A - LENDERSSCHEDULE B - LENDERS COMMITMENTSSCHEDULE C - APPLICABLE MARGIN, FACILITY FEE,
  UTILIZATION FEE AND LC FEESCHEDULE D - QUARTERLY CERTIFICATE ON COVENANTSSCHEDULE E - CONVERSION NOTICESCHEDULE F - DESIGNATED SUBSIDIARY AGREEMENTSCHEDULE G - DRAWDOWN NOTICE AND NOTICE OF SWING
  LINE BORROWINGSCHEDULE H - GUARANTEESSCHEDULE I - ROLLOVER NOTICESCHEDULE J - TRANSFER NOTICE  iv


SCHEDULE 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  v


FOURTH AMENDED AND RESTATED REVOLVING TERM CREDIT AGREEMENT  MADE as of April 12,2007.  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
Joint Lead Arranger,  - and -  RBC CAPITAL MARKETS,as
Joint 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.  WHEREAS 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 are parties to a Third Amended and Restated Revolving
Term Credit Agreement dated


as of June 4, 2004 (the Existing Credit Agreement), 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 WHEREAS the parties hereto wish to
amend and restate the Existing Credit Agreement on the terms set forth herein;  NOW THEREFORE THIS AGREEMENT WITNESSES
that, 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 Commitmenthas the meaning specified in Section 2.23(a);  Additional Compensationhas the meaning specified in Section 5.2;  Additional Lenderhas the meaning specified in Section 2.23(a);  2


Administrative Agentmeans Canadian Imperial Bank of Commerce when acting in its
capacity as administrative agent hereunder;  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, the Co-Syndication Agents and the Documentation
Agent 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;  3


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:  (i)the Administrative Agent, which is also a day on which
banks are not required or authorized to close in Toronto, Canada and  (A)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  (B)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 not 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;  4


(d)the design, production,
distribution and sale of reference designs and power products; and  (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;  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;  5


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;  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 pursuant
to (a) Section 2.23 or (b) under 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);  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;  6


DBReceivables
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 Ba3 by Moodys;  Debt Rating Upgrademeans the Debt Rating of
Celestica being upgraded to BB by Standard & Poors and Ba2 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;  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;  7


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);  (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 Agentacting
reasonably, the business of such newly acquired Restricted Subsidiary or
operation will not be conducted  by  8


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);  Eligible Hedging Agreementmeans any Hedging Agreement
entered into between Celestica and any Lender or any Affiliate of any Lender
(collectively, the Hedge Lenders),
provided that any Hedging Agreement entered into by Celestica 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 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;  9


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.$ 300,000,000to be made available to the Borrowers as
set forth in Article 2  as same may
be increased subject to the terms set forth herein;  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:  (i)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  (ii)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meansthe letter dated March 14, 2007 from
Canadian Imperial Bank of Commerce to Celestica Inc.;  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:  (i)such Lenders Commitment at such time to  (ii)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;  10


(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;  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, 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;  11


(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 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  12


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;  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;  ITAhas the meaning specified in Section 5.1;  Joint Lead Arrangersmeans CIBC World Markets and
RBC Capital Markets;  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 asthe Administrative Agentmay 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;  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  13


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.  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;  14


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;  (i)
  such Lenders Commitment at such time (or, if such
  Lender is the Swing Line Lender, the Main Facility Commitment) to(ii)
  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 the
Lenders, the Commitments of which account in the aggregate for more than 51% of
the aggregate amount of Commitments;  Mandatory
Costmeans, in
relation to a LIBOR Advance, an amount determined in accordance with Schedule N;  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  15


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 the second
anniversary of the date of this Agreement;  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;  New
Issuance has the
meaning specified in Section 9.3(c);  Non-Domestic
Material Restricted Subsidiary means a Material Restricted Subsidiary that is not a Domestic Material
Restricted Subsidiary;  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,  16


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);  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  17


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;  (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;  18


(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, 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;  19


(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.$50,000,000;(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;(t)
  Liens in favour of The Bank of Nova Scotia securing
  payment of the obligations of Celestica arising pursuant to the ISDA Master
  Agreement dated as of June 10, 2004 and the confirmation dated June 16, 2004, between
  Celestica and The Bank of Nova Scotia (collectively, the Scotiabank Hedge), provided that such Liens secure
  payment of liabilities arising under the Scotiabank Hedge and no other
  liabilities now or in the future owing by Celestica or any of its
  Subsidiaries to The Bank of Nova Scotia;(u)
  Liens in favour of Wachovia Bank, National
  Association securing payment of the obligations of Celestica arising pursuant
  to the ISDA Master Agreement dated as of June 10, 2004 and the
  confirmation dated October 8, 2004, between Celestica and Wachovia Bank,
  National Association (collectively, the Wachovia Hedge),
  provided that such Liens secure payment of liabilities arising under the
  Wachovia Hedge and no other liabilities now or in the future owing by
  Celestica or any of its Subsidiaries to Wachovia Bank, National Association;(v)
  Liens not of the nature contemplated in (a) to
  (p) above, securingindebtedness
  in the aggregate not greater than U.S.$15,000,000; and(w)
  Liens comprised of execution numbers 05-0001345 and
  06-0004069 issued in connection with Superior Court of Justice, Ontario file
  numbers 03CV255331SR and 01CV213903CM; provided that the claims secured
  thereby do not exceed, in the aggregate, CDN.$75,000 plus interest accrued
  thereon;  Permitted
Encumbrance Certificate
means a certificate in the form of Schedule P;  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  20


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;  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;  21


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;  (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;  22


(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 required pursuant to Section 9.1(p)(ii) or
previously provided (as amended and confirmed) by any Grantor (which Guarantee
has not been released in accordance with the terms of this Agreement), as
applicable; (ii) the Security Agreement; (iii) the Pledge Agreement;
and (iv) any hypothecs and other documentation necessary or desirable
under the laws of Quebec;  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;  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  23


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 the Lenders, the Commitments of which
account in the aggregate for more than 72%
of the aggregate amount of the Commitments;  Swing
Line Advance means an
Advance made pursuant to the provisions of Section 2.22(a);  Swing
Line Lender means CIBCor such other Lender as may have agreed to act as a
Swing Line Lender and to which CIBCand 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);  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, 8th
Floor, 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);  24


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.  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.  25


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.  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.  26


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 NoticeSchedule 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 Certificate  27


Schedule 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.  (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;  28


(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. 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).  29


(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.  (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  30


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 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.  31


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 rata basis having regard to the Commitment of each
Lender; and  (e)any such cancellation shall permanently reduce the Facility and may not
be reinstated.  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  32


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.  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  33


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 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.  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  34


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 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 in
accordance with each Lenders Global Rateable Portion a fee (the Facility Fee) calculated at the rate per annum set forth
in Schedule C on the aggregate Commitments (after giving effect to any
cancellation and reduction pursuant to Section 2.7) hereunder during the
Relevant Period from day to day which fee shall be payable quarterly in
arrears.  (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 (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
..25% 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  35


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  36


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.  37


(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  38


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  39


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.  2.23Increase In Aggregate Commitment Amount To U.S.$ 400,000,000  (a)Notwithstanding any other provision of this Agreement, each of the
parties hereto agree that Celestica may, from time to time and at any time,
give notice to the Administrative Agent that one or more Lenders or other
financial institutions (each an Additional Lender)
have agreed to make additional or new commitments (each an Additional
Commitment) hereunder (provided, however, that Celestica shall not
be entitled to give such notice at any time at which the aggregate Commitments
are equal to U.S.$ 400,000,000 (or such lesser amount as may be available
following a cancellation in part of the Facility pursuant to Section 2.7)).
Upon receipt of such written notice, each party hereto hereby irrevocably
authorizes the Administrative Agent to:  (i)insert the name of the Additional Lender that will become a Lender
on Schedule A;  (ii)amend Schedule B to reflect the Additional Commitment of the
Additional Lender;  (iii)affix signature pages of the Additional Lender to this
Agreement; and  (iv)if Advances (other than Swing Line Advances) are outstanding at the
time such notice is given, then the Additional Lender shall make available to
the Administrative Agent an amount equal to its Main Facility Rateable Portion
(calculated as if the Additional Commitment were a Commitment) of such Advances
and the Administrative Agent shall make available to each Lender that Lenders
Main Facility Rateable Portion (calculated without reference to the Additional
Commitment) of such amount,  40


whereupon each of the Borrowers, the
Administrative Agent, each Lender and the Additional Lender shall acquire the
same rights and assume the same obligations between themselves as they would
have acquired and assumed had such Additional Lender been original parties
hereto as Lenders.  (b)Each of the parties hereto agrees that it will promptly execute and
deliver all such documents, including, without limitation, all such additional
conveyances, transfers and consents and other assurances, and do all such other
acts and things as may from time to time be desirable in order to better
evidence or give effect to this Section 2.23.  41


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:  (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.  42


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
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  43


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
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.  44


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
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;  45


(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.  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 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, (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 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.  46


(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 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  47


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 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  48


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
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.  49


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 anAcceptance
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
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  5.1Lender Representation  Each Lender represents to each of Celestica
and each Designated Subsidiary and the Administrative Agent that it is eithernot a non-resident of Canada for the purposes of the Income Tax Act (Canada) (the ITA)
or is an authorized foreign bank (as defined in the ITA) that holds and will
at all times, hold all of its rights and benefits hereunder as part of its
Canadian banking business (as defined in the ITA)and
that it is beneficially entitled to the principal, interest and fees payable to
it under the Loan Documents. The foregoing representation shall be  50


true and correct and shall be deemed to be
given by each Lender on each day that a payment of interest, principal or fees
is to be made to it pursuant to a Loan Document.  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),  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 fideopinion 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  51


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 fideopinion 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 fideopinion 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:  (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;  52


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 fideopinion
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 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  53


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;  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  54


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, 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  55


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 (excluding any Security
Document required to be delivered pursuant to or in connection with Section 9.1(p)(i)(B))
to which it is a party including: (i) (x) an amendment and
confirmation of its Guarantee if such Grantor has previously provided a
Guarantee or, (y) a Guarantee; (ii) other Security Documents required
to be delivered on the Closing Date pursuant to Sections 9.1(p)(i) and
9.1(p)(ii); and (iii) in the case of the Borrowers, this Agreement;  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;  56


(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, 2006;  (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 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 Section 9.1(p)(i)(A)(ii),
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, 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  57


(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 Joint Lead Arrangers and shall act reasonably given the views of each
of the Joint 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) an
amendment and confirmation of its Guarantee if previously provided in
connection with the Existing Credit Agreement, or (ii) a Guarantee;  (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;  58


(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;  (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  59


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, Restricted Subsidiaries and
Grantors  The following
conditions shall be satisfied by the Non-Domestic Material Restricted
Subsidiaries that are not Grantors, the Restricted Subsidiaries that are not
Grantors, and Grantors that hold Pledged Shares directly in any Non-Domestic
Material Restricted Subsidiary, as applicable:  (a)within
forty-five (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) an amendment
and confirmation of its Guarantee if previously provided in connection with the
Existing Credit Agreement, or (ii) a Guarantee;  (b)within
forty-five (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,
opinions of local counsel to each Non-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;  (c)to the
extent permitted by applicable law, as soon as reasonably practicable, and in
any event, within sixty (60) days after the Closing Date, each Grantor that
holds any Pledged Shares directly in a Non-Domestic Material Restricted
Subsidiary shall have granted the security interest described in Section 9.1(p)(i)(B) and
shall have delivered all Security Documents, opinions, share certificates and
other certificates necessary or reasonably desirable in connection with such
Security Documents; and  60


(d)within
ninety (90) days after the Closing Date or such later date as Celestica and the
Administrative Agent, for and on behalf of the Lenders, may agree, none of
the undertaking, property or assets of any Restricted Subsidiary that is not a
Grantor or a Domestic Material Restricted Subsidiary 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, and each such Restricted Subsidiary shall have
delivered to the Administrative Agent a Permitted Encumbrance Certificate if
any of the undertaking, property or assets of such Restricted Subsidiary is
subject to any registered Liens.  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 Joint Lead Arrangers and shall
act reasonably given the views of each of the Joint 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:  (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  61


(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, 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  62


(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.  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.  63


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  (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  64


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.  (e)Financial
Statements. The consolidated audited financial
statements of Celestica and its Subsidiaries as at December 31, 2006fairly 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,
2006 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  65


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;  (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;  66


(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.  (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,  67


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 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  68


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 Investment Company 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.  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).  69


(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:  (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 December 31, 2006, 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;  70


(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 December 31, 2006, 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
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.  71


(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;  (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).  72


(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 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  73


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  (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  74


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 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,  75


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)on the Closing Date and 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, as soon as reasonably
practicable and, in any event, within 60 days after the Closing Date and 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 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  76


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
delivery of the applicable Security Documents by such Grantor (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, on or prior to
the Closing Date and 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 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.  77


(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)Upon written request from the Administrative Agent delivered to Celestica,
Celestica shall use all commercially reasonable efforts to 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.  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.  78


(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 of:  (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 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, 2006 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.$
66,900,000 for the fiscal year ending December 31, 2006, 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;  79


(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 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 Passu Ranking.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,  80


(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  (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.  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 (i) 4.25:1.0 during the
fiscal year ending December 31, 2007; and (ii) 4.0:1.0 thereafter.  81


(c)Calculation of Financial Ratios.For the purposes of Sections 9.3(a) and (b), 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 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  82


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  (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  83


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;  (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:  84


(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  (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  85


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 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:  86


(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.  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  87


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 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.  88


(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.  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,
the Administrative Agent shall remit to each Lender its Main Facility Rateable
Portion of such payment. 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  89


the proportion
thereof received or recovered by the Lender or Lenders receiving or recovering
the smallest proportion thereof, then:  (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 ratato 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  90


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;  (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  91


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.  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  92


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,
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  93


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, 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.  94


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 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  95


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, 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 anySubsidiary
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  96


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 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.  97


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 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.  98


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 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.  99


(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
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,  100


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.  ARTICLE 13
GENERAL  13.1Term  The Facility shall expire on the Maturity
Date.  101


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:  (i)
  If to
  the Borrowers:12 Concorde Place,5th FloorToronto, Ontario, CanadaM3C 3R8Attention:
  Senior Vice President and TreasurerTelecopier:
  416-448-2280with a copy to:12 Concorde Place,5th FloorToronto, OntarioM3C 3R8Attention:
  Senior Vice President and Chief Legal
  OfficerTelecopier:
  416-448-2817(ii)
  If to
  the Administrative Agent:Canadian Imperial Bank of Commerce161 Bay StreetBCE Place, 8th FloorToronto, OntarioM5J 2S8Attention:
  Director,
  Agency  102


Telecopier:
  (416)
  956-3830  (iii)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 shall: (i) increase the Commitment of any Lender or subject
any Lender to any additional obligation; (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
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  103


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 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.  104


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.  (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;  105


(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;  (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  106


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 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:  (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  107


Administrative
Agentand 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 formabasis
after giving effect to such transaction;  (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.  108


Sections 13.12(a), (b) and (g) shall
not apply to (i) the liquidation or
dissolution of the Restricted Subsidiaries listed in Schedule R;
(ii) the merger of the Restricted Subsidiaries listed in Schedule S; (iii) the
sale of assets of Celestica (Swords) Limited to Celestica Ireland Limited and
subsequent dissolution of Celestica (Swords) Limited; and (iv) the sale of
assets of Celestica (AMS) Sdn. Bhd. to Celestica Electronics (M) Sdn. Bhd.
and subsequent dissolution of Celestica (AMS) Sdn. Bhd.  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.  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.  109


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 WHEREOF the parties hereto have executed this Agreement.  CELESTICA
  INC.By:
  /s/ Paul
  NicolettiName:Title:By:Name:Title:  DESIGNATED SUBSIDIARY  CELESTICA INTERNATIONAL INC.By:
  /s/ Paul
  NicolettiName:Title:By:Name:Title:


CANADIAN
  IMPERIAL BANK OF
  COMMERCE,
  as Administrative AgentBy:
  /s/ Marc
  St-OngeName: Marc
  St-OngeTitle:   Executive
  DirectorBy:
  /s/ Warren
  LoboName: Warren
  LoboTitle:    Director


Signature
Page for Canadian Imperial Bank of Commerce, as
Lender   CANADIAN
  IMPERIAL BANK OF
  COMMERCEBy:
  /s/ Steve
  NishimuraName: Steve
  NishimuraTitle:   Managing
  DirectorBy:
  /s/ Marc
  St-OngeName: Marc
  St-OngeTitle:   Executive
  Director


Signature
Page for Bank of America N.A., Canada Branch as Lender   BANK OF
  AMERICA N.A., CANADA BRANCHBy:
  /s/ Nelson
  LamName: Nelson
  LamTitle:   Vice
  PresidentBy:Name:Title:


Signature
Page for Royal Bank of Canada, as Lender   ROYAL
  BANK OF CANADABy:
  /s/ Noel V.
  CurranName: Noel
  V. CurranTitle:   Attorney-in-factBy:Name:Title:


Signature
  Page for Export Development Canada, as LenderEXPORT
  DEVELOPMENT CANADABy:
  /s/ Brian [illegible]Name: Brian
  [illegible]Title:   Financing
  ManagerBy:
  /s/ Stephano
  CarreraName: Stephano
  CarreraTitle:   Financing
  Manager


Signature
Page for Deutsche Bank AG, Canada Branch, as Lender   DEUTSCHE
  BANK AG, CANADA BRANCHBy:
  [illegible]Name:Title:By:
  /s/
  Marcellus LeungName: Marcellus
  LeungTitle:   Assistant
  Vice President


Signature
Page for Citibank N.A., Canadian Branch, as Lender   CITIBANK
  N.A., CANADIAN BRANCHBy:
  /s/ Daljeet
  LambaName: Daljeet
  LambaTitle:By:Name:Title:


Signature
Page for Bank of Montreal, as Lender   BANK OF
  MONTREALBy:
  /s/ Sean P.
  GallawayName: Sean
  P. GallawayTitle:   Vice
  PresidentBy:Name:Title:


SCHEDULE A  LENDERS  CANADIAN IMPERIAL BANK OF COMMERCE161 Bay Street
  8th Floor
  Toronto, ON M5J 2S8Attn.:
  Steve NishimuraTel:
  (416) 956-3837Fax:
  (416) 956-3816Attn.:
  Marc St-OngeTel:
  (416) 594-8173Fax:
  (416) 956-3816   BANK OF AMERICA, N.A., CANADA BRANCH200 Front Street West
  Suite 2700
  Toronto, ON M5V 3L2Attn.:
  Nelson Lam, Vice
  PresidentTel:
  (416) 349-5496Fax:
  (416)349-4282backup for Nelson Lam:Attn.:
  Medina Sales de
  Andrade, Vice PresidentTel:
  (416) 349-5433Fax:
  (416) 349-4282with a copy to:Bank of America N.A.
  315 Montgomery Street, 6th Floor
  CA5-704-06-37
  San Francisco CA 94104Attn.:
  Ms. Sugeet
  Manchanda Madan, Senior Vice PresidentTel:
  (415) 953-8090Fax:
  (415) 622-4057


ROYAL BANK OF CANADA  Royal Bank of Canada200 Bay Street
4th Floor, South Tower
Royal Bank PlazaToronto, ON  M5J
2W7  Attn.:
  Noel CurranTel:
  (416) 842-3759Fax:
  (416) 842-5320  with a copy
to:  Royal Bank of
Canada
One Liberty Plaza
165 Broadway
New York, NY   10006  Attn:
  Suzanne
  KaicherTel:
  (212)
  428-6324Fax:
  (212)
  428-2319   EXPORT DEVELOPMENT CANADA  151 OConnor
Ottawa, ON, K1A 1K3  Attn.:
  Loans ServicesTel:
  (613) 598-2789Fax:
  (613) 598-2514Attn.:
  Asset ManagementTel:
  (613) 597-8653Fax:
  (613)597-3186  2


DEUTSCHE BANK AG, CANADA BRANCH  199 Bay Street
Suite 4700
Toronto, ON  M5L 1E9 Attn.:
  Robert A. Johnston, Vice PresidentTel:
  (416)
  682-8151Fax:
  (416)
  915-7166   CITIBANK N.A., CANADIAN BRANCH  Citibank Place  123 Front Street West
Toronto, ON  M5J 2M3 Attn.:
  John Hastings, Managing DirectorTel:
  (416)
  947-2947Fax:
  (416)
  915-6289Attn.:
  Daljeet Lamba, DirectorTel:
  (416)
  947-2937Fax:
  (416)
  915-6292   BANK OF MONTREAL  1 First Canadian Place, 4th Floor
Toronto, ON  M5X 1H3  Attn.:
  Sean
  P. Gallaway, Vice PresidentTel:
  (416)
  359-6830Fax:
  (416)
  359-7796  3


SCHEDULE B  LENDERS COMMITMENTS  1.
  
  Canadian Imperial Bank of Commerce
  
  U.S.$
  46,000,0002.
  
  Bank of America, N.A., Canada Branch
  
  U.S.$
  46,000,0003.
  
  Royal Bank of Canada
  
  U.S.$
  46,000,0004.
  
  Export Development Canada
  
  U.S.$
  46,000,0005.
  
  Deutsche Bank AG, Canada Branch
  
  U.S.$
  46,000,0006.
  
  Citibank N.A., Canadian Branch
  
  U.S.$
  46,000,0007.
  
  Bank of Montreal
  
  U.S.$
  24,000,000Total:
  
  
  
  U.S.$
  300,000,000


SCHEDULE C  APPLICABLE MARGIN, FACILITY FEE, UTILIZATION
FEE AND LC FEE  LEVEL I
  
  LEVEL II
  
  LEVEL III
  
  LEVEL IV(1)
  
  LEVEL V
  
  LEVEL VIDebt
  Rating(2)
  
  BBB-/Baa3
  
  BB+/Ba1
  
  BB/Ba2
  
  BB-/Ba3
  
  B+/B1
  
  B/B2Utilization
  Fee(3)
  
  25.0
  bps
  
  25.0
  bps
  
  25.0
  bps
  
  25.0
  bps
  
  25.0
  bps
  
  25.0
  bpsLIBOR/BA
  Applicable Margin(4)/LC Fee
  
  95.0
  bps
  
  125.0
  bps
  
  127.5
  bps
  
  160.0
  bps
  
  200.0
  bps
  
  250.0
  bpsPrime/Base
  Rate Canada Applicable Margin
  
  0.0
  bps
  
  25.0
  bps
  
  27.5
  bps
  
  60.0
  bps
  
  100.0
  bps
  
  150.0
  bpsFacility
  Fee(5)
  
  17.5
  bps
  
  25.0
  bps
  
  35.0 bps
  
  40.0
  bps
  
  50.0
  bps
  
  50.0
  bps  
 (1)Level IV will apply at Closing.  (2)Debt Rating for the purposes of this pricing grid will be CLSs
issuer rating. In the event of a split rating, the higher rating shall apply. If,
however, there are two or more gradations between ratings, the rating one level
below the higher rating shall apply.  (3)Utilization Fee is payable on the aggregate principal amount of all
outstanding Advances for each day during the relevant period on which the
aggregate principal amount of all outstanding advances exceeds 50% of the
aggregate Commitments (after giving effect to any cancellation, reduction or
increase pursuant to Section 2.7).  (4)Applicable Margin expressed as basis points per annum.  (5)Facility Fee is payable on the aggregate Commitments (after giving
effect to any cancellation, reduction or increase pursuant to Section 2.7)
regardless of usage and shall be calculated in accordance with Section 2.14(a).


SCHEDULE D  QUARTERLY CERTIFICATE ON COVENANTS  Reference is
made to the fourth amended and restated revolving term credit agreement made as
of April 12, 2007 (together with all amendments, modifications,
supplements and restatements, if any, from time to time made thereto, the Credit
Agreement) among Celestica Inc. (Celestica), the subsidiaries of Celestica
designated in the Credit Agreement, the financial institutions named in Schedule A
to the Credit Agreement (the Lenders), and Canadian Imperial Bank of
Commerce, as Administrative Agent. Unless otherwise defined herein or the
context otherwise requires, capitalized terms used herein which are defined in
the Credit Agreement have the respective meanings provided in the Credit
Agreement.  The
undersigned, [name]in my capacity as [designated officer]of Celestica and not personally, after
making due enquiry, hereby certify to the Administrative Agent and to each of
the Lenders that the following is true and correct as of the date hereof:  1.Celestica is in compliance with the covenants set forth in Article 9
of the Credit Agreement.  2.As of                                              ,           ,
the date of the last day of the most recent fiscal quarter (the Quarter End
Date) [no Default or Event of Default has occurred and
is continuing] or [specify such
non-compliance or Default or Event of Default and state what action, if any
Celestica is taking or causing to be taken in connection therewith].  3.EBITDA of Celestica as at the Quarter End Date is U.S.$                                             ,
calculated in accordance with the Credit Agreement, such calculation summarized
in Exhibit 1 attached hereto. The Interest Expense of Celestica for the
four fiscal quarters ended as at the Quarter End Date is U.S.$                  ,
calculated in accordance with the Credit Agreement. The Ratio of EBITDA to
Interest Expense is                 .  4.The Gross Funded Debt of Celestica for the four fiscal quarters as
at the Quarter End Date is U.S.$                           ,
calculated in accordance with the Credit Agreement, such calculation summarized
in Exhibit 2 attached hereto.  5.The ratio of Gross Funded Debt to EBITDA as at the Quarter End Date
is
                                            .  6.Attached as Exhibit 3 is a calculation of the available
disposition allowance referred to in Section 9.2(b)(vii) as at the
Quarter End Date.  7.Attached as Exhibit 4 is a list of all Material Restricted
Subsidiaries as at the Quarter End Date.  8.Attached as Exhibit 5 is a list of all Grantors as at the
Quarter End Date.


9.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 Exhibit 6,
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).  Certified this
         day of                                        ,
20    .   Name:Title:  2


EXHIBIT 1  EBITDA  1.
  Net Income for such period
  
  $2.
  All amounts deducted in the calculation of Net
  Income in respect of Taxes, whether paid or deferred (in accordance with
  GAAP)
  
  $3.
  All amounts deducted in the calculation of Net
  Income in respect of depreciation
  
  $4.
  All amounts deducted in the calculation of Net
  Income in respect of amortization
  
  $5.
  All amounts deducted in the calculation of Net
  Income in respect of Interest Expense, other than the implicit financing
  costs of synthetic leases
  
  $6.
  All amounts deducted in the calculation of Net
  Income in determining all non-recurring charges
  
  $7.
  Non-cash charges and purchase accounting deductions
  
  $EBITDA
  
  $


EXHIBIT 2  Gross Funded Debt  The sum of:  1.
  Outstanding
  monetary Obligations
  
  $2.
  Outstanding
  Capital Lease Obligations
  
  $3.
  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, qualifies as equity
  [Note: Provide detailed breakdown of such obligations and Permitted
  Subordinated Indebtedness.]
  
  $4.
  Outstanding
  Acquired Indebtedness
  
  $5.
  Contingent
  liabilities of Celestica or any Restricted Subsidiary of the type referred to
  in 1 to 3 above.
  
  $Gross Funded Debt
  
  $


EXHIBIT 3  Calculation of Available
Disposition Allowance Pursuant to Section 9.2(b)(vii)


EXHIBIT 4  List of Material Restricted
Subsidiaries


EXHIBIT 5  List of Grantors


EXHIBIT 6  List of Guarantees Delivered by
Restricted Subsidiaries


SCHEDULE E  CONVERSION NOTICE  TO:
  Canadian Imperial Bank of Commerce161 Bay StreetBCE Place, 8th FloorToronto, Ontario M5J 2S8Attention:
  Director,
  Agency  Dear Sirs &
Mesdames:  This
Conversion Notice is delivered to you pursuant to Section 2.15 of the
fourth amended and restated revolving term credit agreement made as of April 12,
2007 (together with all amendments, modifications, supplements and
restatements, if any, from time to time made thereto, the Credit Agreement)
among Celestica Inc. (Celestica), the subsidiaries designated in the Credit
Agreement, the financial institutions named in Schedule A to the Credit
Agreement (the Lenders), and Canadian Imperial Bank of Commerce as
Administrative Agent. Unless otherwise defined herein or the context otherwise
requires capitalized terms used herein which are defined in the Credit
Agreement have the respective meanings provided in the Credit Agreement.  The
undersigned hereby requests that onl , l ,  1.[currency $] l  of the presently outstanding principal amount
of the Advance originally made on l , l  [and [currency $] l  of the presently outstanding
principal amount of the Advance originally made on l , l ]  2.and all presently being maintained as [Prime Rate Advance], [Bankers
Acceptance Advance], [LIBOR Advance] or [Base Rate Canada Advance]  3.be converted into  4.[Prime Rate Advance], [Bankers Acceptance Advance having a maturity
date of l], [LIBOR Advance with an Interest Period ending l  in United States Dollars or
[Base Rate Canada Advance], in accordance with the provisions of the Credit
Agreement.  The
undersigned hereby:  (a)certifies and warrants, for itself and on behalf of all other
Borrowers, that no Event of Default has occurred and is continuing and that on
the occurrence of such Advances, the representations set out in Section 8.1
of the Credit Agreement are true and correct in all material respects; and


(b)agrees that if prior to the time of such conversion any matter
certified to herein by it will not be true and correct at such time as if then
made, it will immediately so notify the Administrative Agent.  Except to the
extent, if any, that prior to the time of the conversion requested hereby the
Administrative Agent shall receive written notice to the contrary from the
undersigned, each matter certified to herein shall be deemed to be certified at
the date of such conversion as if then made.  The
undersigned has caused this Conversion Notice to be executed and delivered, and
the certification and warranties contained herein to be made, by its authorized
officer this           day
of                  ,
20    .   [CELESTICA INC. OR ANY 
  DESIGNATED SUBSIDIARY]By:Name:Title:  2


SCHEDULE F  DESIGNATED SUBSIDIARY AGREEMENT  THIS DESIGNATED SUBSIDIARY
AGREEMENTmade as of                                          .  AMONG:  CELESTICA
  INC.(the
  Designated Borrower)- and -[NAME
  OF SUBSIDIARY](the
  Designated Subsidiary)- and -CANADIAN
  IMPERIAL BANK OF COMMERCE,(the
  Agent) as Administrative Agent  For value received the undersigned agree as follows:  1.Reference is hereby made to Section 7.1
of the fourth amended and restated revolving term
credit agreement made as of April 12, 2007 (together with all amendments,
modifications, supplements and restatements, if any, from time to time made
thereto, the Credit Agreement) among Celestica Inc. (Celestica), the
subsidiaries designated in the Credit Agreement, the financial institutions
named in Schedule A to the Credit Agreement (the Lenders), and
Canadian Imperial Bank of Commerce, as Administrative Agent. Unless otherwise
defined herein or the context otherwise requires capitalized terms used herein
which are defined in the Credit Agreement have the respective meanings provided
in the Credit Agreement.  2.(a)The Designated Subsidiary hereby
acknowledges, confirms and agrees that on and as of the date of this Agreement
the Designated Subsidiary has become a Designated Subsidiary and is included in
the definition of  Borrower under the
Credit Agreement and the other Loan Documents for all purposes thereof, and as
such shall be severally liable, as provided in the Loan Documents, for all of
its Obligations thereunder (whether incurred or arising prior to, on, or
subsequent to the date hereof) and otherwise bound by all of the terms,
provisions and conditions thereof.  (b)Without in any way implying any
limitation on any of the provisions of this Agreement, the Designated
Subsidiary, for itself and on behalf of all other Borrowers, hereby represents
and warrants that all of the representations and warranties contained in the
Credit Agreement are true and correct in all material respects on and as of the
date hereof, both before and after giving effect to this Agreement, and that no
Event of Default or Default has occurred and is continuing or exists or would
occur or exist after giving effect to this Agreement.


(c)Without in any way implying any
limitation on any of the provisions of this Agreement, the Designated
Subsidiary, for itself and on behalf of all other Borrowers, hereby represents
and warrants that each of the Designated Borrower and the Designated Subsidiary
are, on and as of the date hereof, both before and after giving effect to this
Agreement, in compliance in all material respects with all of the covenants,
other than the financial covenants set out in Section 9.3 of the Credit
Agreement.  3.This Agreement shall be governed by
and construed in accordance with the laws of the Province of Ontario and the
federal laws of Canada applicable therein and shall be treated in all respects
as an Ontario contract.  4.This Agreement shall enure to the
benefit of and be binding upon the respective successors and assigns of each of
the parties hereto.  5.Each party agrees to make and do all
such acts and things and execute and deliver all such instruments, agreements
and documents as may be reasonably required from time to time by the other
parties hereto to more fully implement the true intent of this Agreement.  6.Each of the parties hereby
irrevocably submits to the non-exclusive jurisdiction of any court in the
Province of Ontario for the purposes of any legal or equitable suit, action or proceeding
in connection with this Agreement.  7.If any term, covenant, obligation or
agreement contained in this Agreement, or the application thereof to any person
or circumstances shall, to any extent, be invalid or unenforceable, the
remainder of this Agreement or the application of such term, covenant,
obligation or agreement to persons or circumstances other than those held to be
invalid or unenforceable, shall not be affected thereby and each term,
covenant, obligation or agreement herein contained shall be separately valid
and enforceable to the fullest extent permitted by law.  WITNESS the due execution hereof as of the day and year first written
above.  CELESTICA INC.By:Name:Title:By:Name:Title:  2


[Designated Subsidiary]By:Name:Title:By:Name:Title:   CANADIAN IMPERIAL BANK OF
  COMMERCE, asAdministrative
  AgentBy:Name:Title:By:Name:Title:  3


SCHEDULE G  Exhibit 1  DRAWDOWN NOTICE  TO:
  Canadian Imperial Bank of Commerce, as Administrative Agent161 Bay StreetBCE Place, 8th FloorToronto, Ontario M5J 2S8Attention:
  Director,
  Agency  Dear Sirs & Mesdames:  This Drawdown Notice is delivered to you pursuant to Section 2.3of the fourth amended and restated revolving term credit agreement made
as of April 12, 2007
(together with all amendments, modifications, supplements and restatements, if
any, from time to time made thereto, the Credit Agreement) among Celestica
Inc. (Celestica), the subsidiaries designated in the Credit Agreement, the
financial institutions named in Schedule A to the Credit Agreement (the Lenders),
and Canadian Imperial Bank of Commerce, as Administrative Agent. Unless
otherwise defined herein or the context otherwise requires capitalized terms
used herein which are defined in the Credit Agreement have the respective
meanings provided in the Credit Agreement.  The undersigned  hereby requests
that a [Prime Rate Advance]  [Bankers Acceptance Advance]  [Base Rate
Canada Advance]or [LIBOR Advance]
be made in the aggregate principal amount of [specify
currency]onl, l   as a [LIBOR Advance having an
Interest Period ofl  months] [Bankers
Acceptance having a term ofl  days][Prime Rate Advance] or [Base Rate
Canada Advance].  The undersigned hereby acknowledges that, pursuant to Section 8.3
of the Credit Agreement, the delivery of this Drawdown Notice and the
acceptance by the undersigned of the proceeds of the Advances requested hereby,
constitutes a representation and warranty by the undersigned, for itself and on
behalf of all other Borrowers, that on the occurrence of such Advances the representations
set out in Section 8.1 of the Credit Agreement are true and correct in all
material respects.  The undersigned agrees that if prior to the time of the Drawdown
requested hereby any matter certified to herein by it will not be true and
correct at such time as if then made, it will immediately so notify the
Administrative Agent. Except to the extent, if any, that prior to the time of
the Drawdown requested hereby the Administrative Agent shall receive written
notice to the contrary from the undersigned, each matter certified to herein
shall be deemed once again to be certified as true and correct at the date of
such Drawdown as if then made.  Please wire transfer the proceeds of the Drawdown to the accounts of the
following persons at the financial institutions indicated respectively:


Amount to be
  Transferred
  
  Name
  of Person
  to be paid
  
  Designated
  Account No.
  
  Name,
  Address, etc. of
  Transferee[Cdn./U.S.]$lAttention:[Cdn./U.S.]$lAttention:Balance of the undersigned of such proceedsAttention:  The undersigned has caused this Drawdown Notice to be executed and
delivered, and the certification and warranties contained herein to be made, by
its duly authorized officer this          day
of                 ,
20      .  [CELESTICA INC. OR ANY 
  DESIGNATED SUBSIDIARY]By:Name:Title:By:Name:Title:  2


Exhibit 2  NOTICE OF SWING LINE
BORROWING  TO:
  Canadian Imperial Bank of Commerce, as Administrative Agent161 Bay StreetBCE Place, 8th FloorToronto, Ontario M5J 2S8Attention:
  Director,
  Agency  Dear Sirs & Mesdames:  This Notice of Swing Line Borrowing is delivered to you pursuant to Section 2.22(e) ofthe fourth amended and restated revolving term credit
agreement made as of April 12, 2007 (together with all amendments,
modifications, supplements and restatements, if any, from time to time made
thereto, the Credit Agreement) among Celestica Inc. (Celestica), the
subsidiaries designated in the Credit Agreement, the financial institutions
named in Schedule A to the Credit Agreement (the Lenders), and
Canadian Imperial Bank of Commerce, as Administrative Agent. Unless otherwise
defined herein or the context otherwise requires capitalized terms used herein
which are defined in the Credit Agreement have the respective meanings provided
in the Credit Agreement.  The undersigned  hereby requests
that a [Canadian Swing Line Advance], [U.S. Swing Line Advance] be made in the principal amount of
[Cdn. $/U.S. $] [specify amount].  The undersigned hereby acknowledges that, pursuant to Section 8.3
of the Credit Agreement, the delivery of this Notice of Swing Line Borrowing
and the acceptance by the undersigned of the proceeds of the Advance requested
hereby constitutes a representation and warranty by the undersigned, for itself
and on behalf of all other Borrowers, that on the occurrence of such Advance
the representations set out in Section 8.1 of the Credit Agreement are
true and correct in all material respects.  The undersigned agrees that if prior to the time of the Drawdown
requested hereby any matter certified to herein by it will not be true and
correct at such time as if then made, it will immediately so notify the
Administrative Agent. Except to the extent, if any, that prior to the time of
the Drawdown requested hereby the Administrative Agent shall receive written
notice to the contrary from the undersigned, each matter certified to herein
shall be deemed once again to be certified as true and correct at the date of
such Drawdown as if then made.


Please make the proceeds of the Drawdown available to the following
account(s) of the undersigned:  Amount of Drawdown
  
  DesignatedAccount No.[Cdn./U.S.]$lAttention:[Cdn./U.S.]$lAttention:   The undersigned has caused this Notice of Swing Line Borrowing to be
executed and delivered, and the certification and warranties contained herein
to be made, by its duly authorized officer thisday of           ,
20        .  [CELESTICA INC. OR ANY DESIGNATED
  SUBSIDIARY]By:Name:Title:By:Name:Title:  2


SCHEDULE H  GUARANTEES  Exhibit 1
  -
  Canadian
  Upstream GuaranteeExhibit 2
  -
  Canadian
  Downstream Guarantee


Exhibit 1
Canadian Upstream Guarantee(6)  GUARANTEE  TO:CANADIAN IMPERIAL
BANK OF COMMERCE,
as Administrative Agent for and on behalf of (a) the Lenders, as defined
below; and (b) the Hedge Lenders, as defined in the Credit Agreement
described below.  FOR VALUE RECEIVED and in consideration of advances made or to be
made, or credit given or to be given, or other financial accommodation afforded
or to be afforded from time to time to Celestica Inc. (the Debtor) by the
Lenders under a fourth amended and restated revolving
term credit agreement made as of April 12, 2007 (together with all
amendments, modifications, supplements and restatements, if any, from time to
time made thereto, the Credit Agreement) among the Debtor, the subsidiaries
designated in the Credit Agreement, Canadian Imperial Bank of Commerce in its
capacity as administrative agent (the Administrative Agent), and the
financial institutions named in Schedule A to the Credit Agreement (the Lenders), the undersigned (the Guarantor)
hereby agrees and covenants that:  1.The Guarantor hereby unconditionally
and irrevocably guarantees to the Administrative Agent, for the benefit of (a) the
Lenders and their respective successors and permitted assigns (as permitted
under the Credit Agreement and hereafter, the Permitted Assigns); and (b) the
Hedge Lenders and their respective successors, the full and prompt payment to
the Administrative Agent (for the benefit of the Lenders and their respective
successors and Permitted Assigns and the Hedge Lenders and their respective
successors) of: (i) all of the monetary Obligations of the Debtor,
including those monetary obligations arising under or in connection with the
guarantee of the Debtor dated April 22, 1999, as confirmed, in favour of
the Administrative Agent of the obligations of the Designated Subsidiaries
(such guarantee of the Debtor aforesaid, together with all amendments,
replacements, restatements, extensions, renewals or supplements thereto, the Designated
Subsidiary Guarantee); and (ii) all of the Eligible Hedging Obligations
of the Debtor (such obligations described in the foregoing (i) and (ii),
collectively, the Debtor Obligations)  2.Except as otherwise provided in
Sections 3 and 8, the Guarantor hereby waives notice of demand for payment of
all or any part of the Debtor Obligations, protest, notice of protest and
notice of default to the Guarantor or any other party with respect to the
Debtor Obligations, any right that the Guarantor may have to require that
an action be brought 
 (6)Form of
Guarantee to be provided by Canadian Material Restricted Subsidiaries and
Grantors. Guarantees to be provided by other Material Restricted Subsidiaries
and Grantors to be substantially in the same form with such changes
thereto as agreed upon by Lenders Counsel and Borrowers Counsel; provided
that in the event that a 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.


against the Debtor or any
other person or that the Administrative Agent realize on any security that it may hold
as a condition of the Guarantors liability hereunder, and any and all other
notices and legal or equitable defences to which the Guarantor may be
entitled.  3.The Guarantor shall unconditionally
render any payment guaranteed hereunder upon written demand made upon it by the
Administrative Agent in accordance with the terms hereof, if the Debtor does
not punctually make such payment.  4.The liability of the Guarantor
hereunder shall in no way be affected or impaired by (and the Administrative
Agent is hereby expressly authorized to make from time to time, without notice
to anyone unless required by the Credit Agreement, the Designated Subsidiary
Guarantee, any other Loan Document or any Eligible Hedging Agreement, as
applicable) any sale, pledge, surrender, compromise, settlement, release,
renewal, extension, indulgence, alteration, substitution, exchange, change in,
modification or other disposition of any of the Debtor Obligations, either
express or implied, or of any contract or contracts evidencing any thereof, or
of any security or collateral therefor. The liability of the Guarantor
hereunder shall also in no way be affected or impaired by any acceptance by the
Administrative Agent, any Lender or any Hedge Lender of any security for or
other guarantee of any of the Debtor Obligations, or by any failure, neglect or
omission on the part of the Administrative Agent to realize upon or
protect any of the Debtor Obligations, or any collateral or security or other
guarantee therefor, or to exercise any lien upon or right of appropriation of
any moneys, credits or property of the Debtor possessed by the Administrative
Agent toward the liquidation of the Debtor Obligations, or by any application
of payments or credits thereon. Subject to the terms of the Credit Agreement,
the Administrative Agent shall have the exclusive right to determine how, when
and what application of payments and credits, if any, shall be made on the
Debtor Obligations, or any part thereof. There shall be no obligation on
the part of the Administrative Agent, at any time, to resort for payment
to the Debtor or to any other guarantor, or to any other person or corporation,
their properties or estate, or resort to any collateral, security, property,
liens or other rights or remedies whatsoever and the Administrative Agent shall
have the right to enforce this Guarantee irrespective of whether or not other
proceedings or steps are pending seeking resort to or realization upon or from
any of the foregoing.  5.Except as provided in the Credit
Agreement, nothing but payment in full of the Debtor Obligations shall release
the Guarantor from its obligations hereunder.  6.The Guarantor hereby represents and
warrants to each of the Lenders and the Hedge Lenders that the representations
and warranties contained in Article 8 of the Credit Agreement, insofar as
the representations and warranties contained therein are applicable to such
Guarantor and its properties, are true and correct in all material respects,
each such representation and warranty set forth in such Article (insofar
as applicable as aforesaid) and all other terms of the Credit Agreement to
which reference is made therein, together with all related definitions and
ancillary provisions, being hereby incorporated into this Guarantee by
reference as though specifically set forth in this Section, and all such
representations and warranties shall, for purposes hereof, survive the
execution and delivery of this Guarantee.  2


7.The Guarantor covenants and agrees
that the Guarantor will perform, comply with and be bound by all of the
agreements, covenants and obligations contained in Sections 9.1 and 9.2 of the
Credit Agreement or in any other document that is applicable to it in
connection with the Credit Agreement. Each such agreement, covenant and
obligation contained in such Sections, and all other terms of the Credit
Agreement and the documents to which reference is made therein, together with
all related definitions and ancillary provisions are hereby incorporated into
this Guarantee by reference as though specifically set forth in this Guarantee.  8.The Administrative Agent may make
demand in writing to the Guarantor, from time to time, each such written demand
to be accepted by the Guarantor as complete and satisfactory evidence of any
default by the Debtor and the extent thereof, and of the obligations of the
Guarantor to make a payment hereunder and the amount thereof.  9.Every notice, consent, demand and
other communication in connection with this Guarantee and all legal process in
regard hereto shall be validly given, made or served if in writing and
delivered to, or mailed, postage prepaid or telecopied to the Guarantor at 12
Concorde Place, 7th Floor, Toronto, Ontario, M3C 3R8 (Fax No. (416)
448-2280), and to the Administrative Agentat
161 Bay Street, BCE Place, 8th Floor, Toronto, Ontario, M5J 2S8 (Fax No. (416) 956-3830). Every notice, consent, demand and
other communication, if delivered on a Banking Day, and if delivered prior to
3:00 p.m. (local time) on such Banking Day, shall be deemed to have been
given or made on the day on which it was delivered, and otherwise on the next
following Banking Day, and if sent by facsimile shall be deemed to have been
given or made on the Banking Day next following the Banking Day on which it was
so sent, and if mailed shall be deemed to have been given or made on the fifth
Banking Day following the day on which it was so mailed. The Guarantor or the
Administrative Agent may give written notice of a change of address in the
same manner in which case any notice shall thereafter be given to it as above
provided at such changed address.  10.In the event of the bankruptcy, winding-up,
liquidation or dissolution of the Debtor, the Guarantor or of any other
guarantor, or in the event of the distribution of the assets of the Debtor, the
Guarantor or of any other guarantor, the rights of the Administrative Agent
shall not be affected or impaired by its omission to prove its claim or to
prove its full claim and it may prove such claim as it sees fit and may refrain
from proving any claim; and the Administrative Agent shall be entitled to
receive all amounts payable in respect thereof, such amounts to be applied,
subject to the terms of the Credit Agreement, on such part or parts of the
monies payable from time to time on account of the Debtor Obligations as the
Administrative Agent shall in its absolute discretion see fit until the whole
of the same shall have been paid in full and thereafter the Guarantor shall be
entitled to the balance, if any, of such amounts; all of which the
Administrative Agent may do without in any way releasing, reducing or
otherwise affecting the Guarantors liability to the Administrative Agent
hereunder.  11.On the occurrence and during the continuance of
a Default under the Credit Agreement, all of the Debtor Obligations then existing
shall, at the option of the Administrative Agent, immediately become payable by
the Guarantor and, during such continuance, all dividends or other payments
received from the Debtor, or on account of the Debtor from whatsoever source,
(and which if received by the Guarantor, shall be held in trust by the  3


Guarantor for the
Administrative Agent for and on behalf of the Lenders and the Hedge Lenders)
shall be taken and applied as payment in gross, and this Guarantee shall apply
to and secure any ultimate balance that shall remain owing to the
Administrative Agent for and on behalf of the Lenders and the Hedge Lenders.  12.Upon the occurrence and during the continuance
of a Default, all debts and claims against the Debtor now or hereafter held by
the Guarantor and all rights of subrogation of the Guarantor shall be for the
security of the Administrative Agent, for and on behalf of the Lenders and the
Hedge Lenders, and, as between the Guarantor and the Administrative Agent, for
and on behalf of the Lenders and the Hedge Lenders, the same are hereby
postponed to the repayment and performance of the Debtor Obligations. Upon the
occurrence and during the continuance of a Default, until all of the Debtor
Obligations shall have been paid in full, any money received by the Guarantor
in respect of any such debts or claims shall be received by the Guarantor in
trust for the Administrative Agent, for and on behalf of the Lenders and the
Hedge Lenders, and shall be paid forthwith to the Administrative Agent, for and
on behalf of the Lenders and the Hedge Lenders, to be applied against, or held
as security for, payment of the Debtor Obligations, all without prejudice to
and without in any way affecting, relieving, limiting or lessening the
liability of the Guarantor hereunder.  13.The Guarantor acknowledges that it shall not
have any rights of subrogation or indemnification and shall not prove a claim
in the bankruptcy of the Debtor unless and until the Debtor Obligations are
paid in full.  14.The Guarantors obligations shall be
continuing, absolute, unconditional and irrevocable and binding upon the
Guarantor irrespective of: the enforceability, unenforceability, validity,
perfection and effect of perfection or non-perfection of any security interest
securing the Debtor Obligations or the validity or unenforceability of any of
the Debtor Obligations; the termination of any Debtor Obligations by operation
of law or otherwise; the bankruptcy, insolvency, dissolution or liquidation of
the Debtor; or any reorganization of the Debtor or the Guarantor or the
amalgamation of the Debtor or the Guarantor with one or more other corporations
or the sale of the Debtors or the Guarantors business in whole or in part to
one or more other persons or parties. In addition to the guarantee contained
herein, the Guarantor hereby covenants and agrees to indemnify and save the
Administrative Agent, the Lenders and the Hedge Lenders harmless from and
against all costs, losses, expenses and damages which any of them may suffer
as a result of the default by the Debtor in the payment of any of the Debtor
Obligation, including without limitation, legal fees (on a substantial
indemnity basis) incurred by or on behalf of the Administrative Agent, the
Lenders and the Hedge Lenders resulting from any action instituted on the basis
of this Guarantee. The Guarantor acknowledges that it
is providing this Guarantee at the request of the Debtor and that it has
satisfied itself and is not relying upon the Administrative Agent, any Lender
or any Hedge Lender in respect of all or any information with respect to the
transaction under or related to the Credit Agreement, this Guarantee, any other
Loan Document or any Eligible Hedging Agreement. The Guarantor agrees that the
Administrative Agent or any Lender or any Hedge Lender has no obligation to
provide or disclose information to the Guarantor with respect to any dealings
it has withor in respect of
the Debtor at any time or from time to time.  4


15.The Administrative Agent is expressly
authorized to amend the documents creating or evidencing the Debtor Obligations
(including, without limitation, all modifications, extensions, replacements,
amendments, renewals, restatements or supplements of or to such documents) and
to waive compliance by the Debtor with the terms thereof, without notice to the
Guarantor and without in any manner affecting the liability of the Guarantor.  16.Subject to the terms of the Credit Agreement,
the Administrative Agent may apply any moneys received from the Debtor or
others, or from the enforcement of security, to such part of the Debtors
liabilities to the Lenders and to the Hedge Lenders, whether or not guaranteed
hereby, as it deems appropriate without prejudice to or in any way limiting or
reducing the obligations of the Guarantor hereunder.  17.The Guarantor shall give such further
assurances and do, execute and perform all such acts, deeds, documents
(including assignments) and things as may be required in the sole and
absolute discretion of the Administrative Agent to give the Administrative
Agent the full benefit and effect of, or intended by, this Guarantee.  18.No term, condition or provision hereof or any
right hereunder, or in respect thereof, shall be, or shall be deemed to have
been waived by the Administrative Agent, except by express written waiver
signed by the Administrative Agent, all such waivers to extend only to the
particular circumstances therein specified. No agreement or undertaking
purporting to amend or modify this Guarantee or any of its terms, conditions or
provisions or any rights or liabilities hereunder shall be effective or binding
unless in writing and signed by the Administrative Agent.  19.No action or omission on the part of the
Administrative Agent in exercising or failing to exercise its rights hereunder
or in connection with or arising from the Debtor Obligations or any part thereof
shall make the Administrative Agent, any Lender or any Hedge Lender liable to
the Guarantor for any loss thereby occasioned to the Guarantor.  20.The Lenders may, in accordance with the terms
of the Credit Agreement, sell, assign, or transfer all of the Debtor
Obligations, or any part thereof, and in that event each and every
immediate and successive assignee or transferee, of all or any part of the
Debtor Obligations, shall have the right to enforce this Guarantee, by suit or
otherwise, for the benefit of such assignee or transferee, as fully as if such
assignee or transferee were herein by name specifically given such rights,
powers and benefits.  21.If any payment applied by the Administrative
Agent to the Debtor Obligations is thereafter set aside, recovered, rescinded
or required to be returned for any reason (including, without limitation, the
bankruptcy, insolvency or reorganization of the Debtor or any other obligor),
the Debtor Obligations to which such payment was applied shall for the purposes
of this Guarantee be deemed to have continued in existence, notwithstanding
such application, and this Guarantee shall be enforceable as to such of the
Debtor Obligations as fully as if such application had never been made.  22.This Guarantee is in addition to and not in
substitution for any other undertakings, guarantees or security held or which
hereafter may be held by or for the benefit of any Administrative Agent,
any Lender or any Hedge Lender.  5


23.Any provision of this Guarantee prohibited by
law or otherwise ineffective shall be ineffective only to the extent of such
prohibition or ineffectiveness and be severable without invalidating or
otherwise affecting the remaining provisions hereof.  24.All payments to be made by the Guarantor
hereunder shall be payable to the Administrative Agentat 161 Bay Street, BCE Place, 8th
Floor, Toronto, Ontario, M5J 2S8, Attention: Director, Agency (or at such other
place for the account of the Administrative Agent as it may from time to
time specify to the Guarantor) in immediately available and freely transferable
funds at the place of payment, all such payments to be paid without setoff,
counterclaim or reduction and, subject to the terms of the Credit Agreement,
without deduction for, and free from, any and all present or future taxes,
levies, imposts, duties, fees, charges, deductions, withholding or liabilities
with respect thereto or any restrictions or conditions of any nature. Subject
to the terms of the Credit Agreement, if the Guarantor is required by law to
make any deduction or withholding on account of any tax or other withholding or
deduction from any sum payable by the Guarantor hereunder, the Guarantor shall
pay any such tax or other withholding or deduction and shall pay such
additional amount necessary to ensure that, after making any payment, deduction
or withholding, the Administrative Agent shall receive and retain (free of any
liability in respect of any payment, deduction or withholding) a net sum equal
to what it would have received and so retained hereunder had no such deduction,
withholding or payment been required to have been made.  25.The payment by the Guarantor of any amount or
amounts due the Administrative Agent hereunder shall be made in the same
currency (the Relevant Currency) and funds in which the underlying Debtor
Obligations are payable. To the fullest extent permitted by law, the obligation
of the Guarantor in respect of any amount due in the Relevant Currency under
this Guarantee shall, notwithstanding any payment in any other currency (whether
pursuant to a judgment or otherwise), be discharged only to the extent of the
amount in the Relevant Currency that the Administrative Agent may, in
accordance with normal banking procedures, purchase with the sum paid in such
other currency (after any premium and costs of exchange) on the Banking Day
immediately following the day on which the Administrative Agent receives such
payment. If the amount in the Relevant Currency that may be so purchased
for any reason falls short of the amount originally due, the Guarantor shall
pay such additional amounts, in the Relevant Currency, as may be necessary
to compensate for the shortfall. Any obligations of the Guarantor not
discharged by such payment shall, to the fullest extent permitted by Applicable
Law, be due as a separate and independent obligation and, until discharged as
provided herein, shall continue in full force and effect.  26.The Guarantor waives any and all defences,
claims and discharges of the Debtor, or any other obligor, pertaining to the Debtor
Obligations, except the defense of discharge by payment in full and complete
satisfaction of same. The Guarantor agrees that the undersigned shall be and
remain liable for any deficiency remaining after foreclosure of any mortgage or
security interest securing the Debtor Obligations, whether or not the liability
of the Debtor or any other obligor for such deficiency is discharged pursuant
to statute or judicial decision.  27.This Guarantee shall be governed by and
construed in accordance with the laws of the Province of Ontario and the
federal laws of Canada applicable therein. The Guarantor  6


agrees that any legal suit,
action or proceeding arising out of or relating to this Guarantee may be
instituted in the courts of the Province of Ontario and the Guarantor hereby
accepts and irrevocably submits to the non-exclusive jurisdiction of the said
courts and acknowledges their competence and agrees to be bound by any judgment
thereof, provided that nothing herein shall limit the Administrative Agents
right to bring proceedings against the Guarantor elsewhere.  28.This Guarantee shall not be subject to or
affected by any promise or condition affecting or limiting the liability of the
Guarantor hereunder except as set forth herein, and no statement,
representation, agreement or promise on the part of the Administrative
Agent or any officer, employee or agent thereof, unless contained herein forms
any part of this Guarantee or shall be deemed in any way to affect the
Guarantors liability hereunder.  29.The Guarantor acknowledges that this Guarantee
has been delivered free of any conditions.  30.This Guarantee (a) shall extend to and
enure to the benefit of (i) the successors and Permitted Assigns of the
Administrative Agent and the Lenders, and (ii) the successors of the Hedge
Lenders; and (b) shall be binding upon the Guarantor and the successors
and assigns of the Guarantor.  31.Any word herein contained importing the
singular number shall include the plural and vice versa, and any word importing
any gender will include the masculine, feminine, and neuter genders and any
word importing a person will include a corporation, a partnership and any other
entity.  32.All capitalized terms used and not otherwise defined
herein which are defined in the Credit Agreement shall have the respective
meanings ascribed to them in the Credit Agreement.  SIGNED and sealed this         day of               ,          .  lPer:Name:Title:  7


Exhibit 2
Canadian Downstream Guarantee  GUARANTEE  TO:CANADIAN IMPERIAL
BANK OF COMMERCE,
as Administrative Agent for and on behalf the Lenders, as defined below.  FOR
VALUE RECEIVED
and in consideration of advances made or to be made, or credit given or to be
given, or other financial accommodation afforded or to be afforded from time to
time to the Designated Subsidiaries (collectively, the Debtors) by the
Lenders under a fourth amended and restated revolving
term credit agreement made as of April 12, 2007 (together with all amendments,
modifications, supplements and restatements, if any, from time to time made
thereto, the Credit Agreement) among Celestica Inc. (Celestica), the
subsidiaries of Celestica Inc. specified in the Credit Agreement as Designated
Subsidiaries, Canadian Imperial Bank of Commerce in its capacity as
administrative agent (the Administrative Agent), and the financial
institutions named in Schedule A to the Credit Agreement (the Lenders), the undersigned (the Guarantor)
in its capacity as guarantor hereby agrees and covenants that:  1.The Guarantor hereby unconditionally
and irrevocably guarantees to the Administrative Agent, for the benefit of the
Lenders and their respective successors and permitted assigns (as permitted
under the Credit Agreement and hereafter, the Permitted Assigns), the full
and prompt payment to the Administrative Agent, for the benefit of the Lenders
and their respective successors and Permitted Assigns, of all the monetary
Obligations of the Debtors (collectively, the Debtor Obligations).  2.Except as otherwise provided in
Sections 3 and 8, the Guarantor hereby waives notice of demand for payment of
all or any part of the Debtor Obligations, protest, notice of protest and
notice of default to the Guarantor or any other party with respect to the
Debtor Obligations, any right that the Guarantor may have to require that an
action be brought against any one or more of the Debtors or any other person or
that the Administrative Agent realize on any security that it may hold as a
condition of the Guarantors liability hereunder, and any and all other notices
and legal or equitable defences to which the Guarantor may be entitled.  3.The Guarantor shall unconditionally
render any payment guaranteed hereunder upon written demand made upon it by the
Administrative Agent in accordance with the terms hereof, if any one or more of
the Debtors do not punctually make such payment.  4.The liability of the Guarantor
hereunder shall in no way be affected or impaired by (and the Administrative
Agent is hereby expressly authorized to make from time to time, without notice
to anyone unless required by the Credit Agreement) any sale, pledge, surrender,
compromise, settlement, release, renewal, extension, indulgence, alteration,
substitution, exchange, change in, modification or other disposition of any of
the Debtor Obligations, either express or implied, or of any contract or
contracts evidencing any thereof, or of any security or collateral therefor. The
liability of the Guarantor hereunder shall also in no way be affected or
impaired by any acceptance by the Administrative Agent or any Lender of any
security for or other guarantee of any of the Debtor Obligations, or by any
failure, neglect or omission on the part of the Administrative


Agent to realize
  upon or protect any of the Debtor Obligations, or any collateral or security
  or other guarantee therefor, or to exercise any lien upon or right of
  appropriation of any moneys, credits or property of any one or more of the
  Debtors possessed by the Administrative Agent toward the liquidation of the
  Debtor Obligations, or by any application of payments or credits thereon.
  Subject to the terms of the Credit Agreement, the Administrative Agent shall
  have the exclusive right to determine how, when and what application of
  payments and credits, if any, shall be made on the Debtor Obligations, or any
  part thereof. There shall be no obligation on the part of the Administrative
  Agent, at any time, to resort for payment to any one or more of the Debtors
  or to any other guarantor, or to any other person or corporation, their
  properties or estate, or resort to any collateral, security, property, liens
  or other rights or remedies whatsoever and the Administrative Agent shall have
  the right to enforce this Guarantee irrespective of whether or not other
  proceedings or steps are pending seeking resort to or realization upon or
  from any of the foregoing.5.
  Except as
  provided in the Credit Agreement, nothing but payment in full of the Debtor
  Obligations shall release the Guarantor from its obligations hereunder.6.
  The Guarantor
  hereby represents and warrants to each of the Lenders that the
  representations and warranties contained in Article 8 of the Credit
  Agreement, insofar as the representations and warranties contained therein
  are applicable to such Guarantor and its properties, are true and correct in
  all material respects, each such representation and warranty set forth in
  such Article (insofar as applicable as aforesaid) and all other terms of the
  Credit Agreement to which reference is made therein, together with all
  related definitions and ancillary provisions, being hereby incorporated into
  this Guarantee by reference as though specifically set forth in this Section,
  and all such representations and warranties shall, for purposes hereof,
  survive the execution and delivery of this Guarantee.7.
  The Guarantor
  covenants and agrees that the Guarantor will perform, comply with and be
  bound by all of the agreements, covenants and obligations contained in
  Sections 9.1 and 9.2 of the Credit Agreement or in any other document that is
  applicable to it in connection with the Credit Agreement. Each such
  agreement, covenant and obligation contained in such Sections, and all other terms
  of the Credit Agreement and the documents to which reference is made therein,
  together with all related definitions and ancillary provisions are hereby
  incorporated into this Guarantee by reference as though specifically set
  forth in this Guarantee.8.
  The
  Administrative Agent may make demand in writing to the Guarantor, from time
  to time, each such written demand to be accepted by the Guarantor as complete
  and satisfactory evidence of any default by the Debtors and the extent
  thereof, and of the obligations of the Guarantor to make a payment hereunder
  and the amount thereof.9.
  Every notice,
  consent, demand and other communication in connection with this Guarantee and
  all legal process in regard hereto shall be validly given, made or served if
  in writing and delivered to, or mailed, postage prepaid or telecopied to the
  Guarantor at 12 Concorde Place, 7th Floor, Toronto, Ontario, M3C
  3R8 (Fax No. (416) 416-448-2280), and to the Administrative Agentat 161 Bay Street, BCE Place, 8th
  Floor, Toronto, Ontario, M5J 2S8(Fax No. (416) 956-3830). Every notice, consent, demand
  and other  2


communication, if delivered on
a Banking Day, and if delivered prior to 3:00 p.m. (local time) on such Banking
Day, shall be deemed to have been given or made on the day on which it was
delivered, and otherwise on the next following Banking Day, and if sent by
facsimile shall be deemed to have been given or made on the Banking Day next
following the Banking Day on which it was so sent, and if mailed shall be
deemed to have been given or made on the fifth Banking Day following the day on
which it was so mailed. The Guarantor or the Administrative Agent may give
written notice of a change of address in the same manner in which case any
notice shall thereafter be given to it as above provided at such changed
address.  10.In the event of the bankruptcy,
winding-up, liquidation or dissolution of any one or more of the Debtors, the
Guarantor or of any other guarantor, or in the event of the distribution of the
assets of any one or more of the Debtors, the Guarantor or of any other
guarantor, the rights of the Administrative Agent shall not be affected or
impaired by its omission to prove its claim or to prove its full claim and it
may prove such claim as it sees fit and may refrain from proving any claim; and
the Administrative Agent shall be entitled to receive all amounts payable in
respect thereof, such amounts to be applied, subject to the terms of the Credit
Agreement, on such part or parts of the monies payable from time to time on
account of the Debtor Obligations as the Administrative Agent shall in its
absolute discretion see fit until the whole of the same shall have been paid in
full and thereafter the Guarantor shall be entitled to the balance, if any, of
such amounts; all of which the Administrative Agent may do without in any way
releasing, reducing or otherwise affecting the Guarantors liability to the
Administrative Agent hereunder.  11.On the occurrence and during the
continuance of a Default under the Credit Agreement, all of the Debtor
Obligations then existing shall, at the option of the Administrative Agent,
immediately become payable by the Guarantor and, during such continuance, all
dividends or other payments received from any one or more of the Debtors, or on
account of any one or more of the Debtors from whatsoever source, (and which if
received by the Guarantor, shall be held in trust by the Guarantor for the
Administrative Agent for and on behalf of the Lenders) shall be taken and
applied as payment in gross, and this Guarantee shall apply to and secure any
ultimate balance that shall remain owing to the Administrative Agent for and on
behalf of the Lenders.  12.Upon the occurrence and during the
continuance of a Default, all debts and claims against any one or more of the
Debtors now or hereafter held by the Guarantor and all rights of subrogation of
the Guarantor shall be for the security of the Administrative Agent, for and on
behalf of the Lenders, and, as between the Guarantor and the Administrative
Agent, for and on behalf of the Lenders, the same are hereby postponed to the
repayment and performance of the Debtor Obligations. Upon the occurrence and
during the continuance of a Default, until all of the Debtor Obligations shall
have been paid in full, any money received by the Guarantor in respect of any
such debts or claims shall be received by the Guarantor in trust for the
Administrative Agent, for and on behalf of the Lenders, and shall be paid forthwith
to the Administrative Agent, for and on behalf of the Lenders, to be applied
against, or held as security for, payment of the Debtor Obligations, all
without prejudice to and without in any way affecting, relieving, limiting or
lessening the liability of the Guarantor hereunder.  3


13.The Guarantor acknowledges that it
shall not have any rights of subrogation or indemnification and shall not prove
a claim in the bankruptcy of any one or more of the Debtors unless and until
the Debtor Obligations are paid in full.  14.The Guarantors obligations shall be
continuing, absolute, unconditional and irrevocable and binding upon the
Guarantor irrespective of: the enforceability, unenforceability, validity, perfection
and effect of perfection or non-perfection of any security interest securing
the Debtor Obligations or the validity or unenforceability of any of the Debtor
Obligations; the termination of any Debtor Obligations by operation of law or
otherwise; the bankruptcy, insolvency, dissolution or liquidation of any one or
more of the Debtors; or any reorganization of any one or more of the Debtors or
the Guarantor or the amalgamation of any one or more of the Debtors or the
Guarantor with one or more other corporations or the sale of any one or more of
the Debtors or the Guarantors business in whole or in part to one or more
other persons or parties. In addition to the guarantee contained herein, the
Guarantor hereby covenants and agrees to indemnify and save the Administrative
Agent and the Lenders harmless from and against all costs, losses, expenses and
damages which any of them may suffer as a result of the default by the Debtor
in the payment of any of the Debtor Obligation, including without limitation,
legal fees (on a substantial indemnity basis) incurred by or on behalf of the
Administrative Agent and the Lenders resulting from any action instituted on
the basis of this Guarantee. The Guarantor acknowledges
that it is providing this Guarantee at the request of the Debtors and that it
has satisfied itself and is not relying upon the Administrative Agent or any
Lender in respect of all or any information with respect to the transaction
under or related to the Credit Agreement or this Guarantee. The Guarantor
agrees that the Administrative Agent or any Lender has no obligation to provide
or disclose information to the Guarantor with respect to any dealings it has withor in respect of the Debtors
at any time or from time to time.  15.The Administrative Agent is
expressly authorized to amend the documents creating or evidencing the Debtor
Obligations (including, without limitation, all modifications, extensions,
replacements, amendments, renewals, restatements or supplements of or to such
documents) and to waive compliance by any one or more of the Debtors with the
terms thereof, without notice to the Guarantor and without in any manner
affecting the liability of the Guarantor.  16.Subject to the terms of the Credit
Agreement, the Administrative Agent may apply any moneys received from any one
or more of the Debtors or others, or from the enforcement of security, to such
part of any one or more of the Debtors liabilities to the Lenders, whether or
not guaranteed hereby, as it deems appropriate without prejudice to or in any
way limiting or reducing the obligations of the Guarantor hereunder.  17.The Guarantor shall give such
further assurances and do, execute and perform all such acts, deeds, documents
(including assignments) and things as may be required in the sole and absolute
discretion of the Administrative Agent to give the Administrative Agent the
full benefit and effect of, or intended by, this Guarantee.  18.No term, condition or provision
hereof or any right hereunder, or in respect thereof, shall be, or shall be
deemed to have been waived by the Administrative Agent, except by express
written waiver signed by the Administrative Agent, all such waivers to extend  4


only to the particular
circumstances therein specified. No agreement or undertaking purporting to
amend or modify this Guarantee or any of its terms, conditions or provisions or
any rights or liabilities hereunder shall be effective or binding unless in
writing and signed by the Administrative Agent.  19.No action or omission on the part of
the Administrative Agent in exercising or failing to exercise its rights
hereunder or in connection with or arising from the Debtor Obligations or any
part thereof shall make the Administrative Agent or any Lender liable to the
Guarantor for any loss thereby occasioned to the Guarantor.  20.The Lenders may, in accordance with
the terms of the Credit Agreement, sell, assign, or transfer all of the Debtor
Obligations, or any part thereof, and in that event each and every immediate
and successive assignee or transferee, of all or any part of the Debtor
Obligations, shall have the right to enforce this Guarantee, by suit or
otherwise, for the benefit of such assignee or transferee, as fully as if such
assignee or transferee were herein by name specifically given such rights,
powers and benefits.  21.If any payment applied by the
Administrative Agent to the Debtor Obligations is thereafter set aside,
recovered, rescinded or required to be returned for any reason (including,
without limitation, the bankruptcy, insolvency or reorganization of any one or
more of the Debtors or any other obligor), the Debtor Obligations to which such
payment was applied shall for the purposes of this Guarantee be deemed to have
continued in existence, notwithstanding such application, and this Guarantee
shall be enforceable as to such of the Debtor Obligations as fully as if such
application had never been made.  22.This Guarantee is in addition to and
not in substitution for any other undertakings, guarantees or security held or
which hereafter may be held by or for the benefit of any Administrative Agent
or any Lender.  23.Any provision of this Guarantee
prohibited by law or otherwise ineffective shall be ineffective only to the
extent of such prohibition or ineffectiveness and be severable without
invalidating or otherwise affecting the remaining provisions hereof.  24.All payments to be made by the
Guarantor hereunder shall be payable to the Administrative Agentat 161 Bay Street, BCE Place, 8th
Floor, Toronto, Ontario, M5J 2S8, Attention: Director, Agency(or at such other place for the account of
the Administrative Agent as it may from time to time specify to the Guarantor)
in immediately available and freely transferable funds at the place of payment,
all such payments to be paid without setoff, counterclaim or reduction and,
subject to the terms of the Credit Agreement, without deduction for, and free
from, any and all present or future taxes, levies, imposts, duties, fees,
charges, deductions, withholding or liabilities with respect thereto or any
restrictions or conditions of any nature. Subject to the terms of the Credit
Agreement, if the Guarantor is required by law to make any deduction or
withholding on account of any tax or other withholding or deduction from any
sum payable by the Guarantor hereunder, the Guarantor shall pay any such tax or
other withholding or deduction and shall pay such additional amount necessary
to ensure that, after making any payment, deduction or withholding, the
Administrative Agent shall receive and retain (free of any liability in respect
of any payment, deduction or  5


withholding) a net sum equal
to what it would have received and so retained hereunder had no such deduction,
withholding or payment been required to have been made.  25.The payment by the Guarantor of any
amount or amounts due the Administrative Agent hereunder shall be made in the
same currency (the Relevant Currency) and funds in which the underlying
Debtor Obligations are payable. To the fullest extent permitted by law, the
obligation of the Guarantor in respect of any amount due in the Relevant
Currency under this Guarantee shall, notwithstanding any payment in any other
currency (whether pursuant to a judgment or otherwise), be discharged only to
the extent of the amount in the Relevant Currency that the Administrative Agent
may, in accordance with normal banking procedures, purchase with the sum paid
in such other currency (after any premium and costs of exchange) on the Banking
Day immediately following the day on which the Administrative Agent receives
such payment. If the amount in the Relevant Currency that may be so purchased
for any reason falls short of the amount originally due, the Guarantor shall
pay such additional amounts, in the Relevant Currency, as may be necessary to
compensate for the shortfall. Any obligations of the Guarantor not discharged
by such payment shall, to the fullest extent permitted by Applicable Law, be
due as a separate and independent obligation and, until discharged as provided
herein, shall continue in full force and effect.  26.The Guarantor waives any and all
defences, claims and discharges of any one or more of the Debtors, or any other
obligor, pertaining to the Debtor Obligations, except the defense of discharge
by payment in full and complete satisfaction of same. The Guarantor agrees that
the undersigned shall be and remain liable for any deficiency remaining after
foreclosure of any mortgage or security interest securing the Debtor
Obligations, whether or not the liability of any one or more of the Debtors or
any other obligor for such deficiency is discharged pursuant to statute or
judicial decision.  27.This Guarantee shall be governed by
and construed in accordance with the laws of the Province of Ontario and the
federal laws of Canada applicable therein. The Guarantor agrees that any legal
suit, action or proceeding arising out of or relating to this Guarantee may be
instituted in the courts of the Province of Ontario and the Guarantor hereby
accepts and irrevocably submits to the non-exclusive jurisdiction of the said
courts and acknowledges their competence and agrees to be bound by any judgment
thereof, provided that nothing herein shall limit the Administrative Agents
right to bring proceedings against the Guarantor elsewhere.  28.This Guarantee shall not be subject
to or affected by any promise or condition affecting or limiting the liability
of the Guarantor hereunder except as set forth herein, and no statement,
representation, agreement or promise on the part of the Administrative Agent or
any officer, employee or agent thereof, unless contained herein forms any part
of this Guarantee or shall be deemed in any way to affect the Guarantors
liability hereunder.  29.The Guarantor acknowledges that this
Guarantee has been delivered free of any conditions.  30.This Guarantee shall extend to and
enure to the benefit of the successors and Permitted Assigns of the Administrative
Agent and the Lenders, and shall be binding upon the Guarantor and the
successors and assigns of the Guarantor.  6


31.Any word herein contained importing
the singular number shall include the plural and vice versa, and any word
importing any gender will include the masculine, feminine, and neuter genders
and any word importing a person will include a corporation, a partnership and
any other entity.  32.All capitalized terms used and not
otherwise defined herein which are defined in the Credit Agreement shall have
the respective meanings ascribed to them in the Credit Agreement.   SIGNED and sealed this        day of                           ,
        .  CELESTICA INC.Per:Name:Title:  7


SCHEDULE I  ROLLOVER
NOTICE  TO:CANADIAN
IMPERIAL BANK OF COMMERCE (the Administrative
Agent)  FROM:[Celestica Inc. or any Designated Subsidiary]  DATE:l  1.This Rollover Notice is delivered to you pursuant to the a fourth
amended and restated revolving term credit agreement made as of April 12, 2007
(together with all amendments, modifications, supplements and restatements, if
any, from time to time made thereto, the Credit Agreement) among the Debtor,
the subsidiaries designated in the Credit Agreement, the financial institutions
named in Schedule A to the Credit Agreement (the Lenders), and Canadian
Imperial Bank of Commerce as Administrative Agent. Unless otherwise defined
herein or the context otherwise requires capitalized terms used herein which
are defined in the Credit Agreement have the respective meanings provided in
the Credit Agreement.  2.We hereby request a Rollover pursuant to either:  (i)Section
2.12                                                                 ,
or  (ii)Section
4.5                                                                  
, of  the Credit
Agreement as follows:  (a)Date of Rollover:  (b)Currency and Amount of Rollover:  (c)Type of Loan:  (d)Interest Period:  (e)Maturity Date:  (f)Payment Instructions:  (if any)  3.We have understood the provisions of the Credit Agreement which are
relevant to the furnishing of this Rollover Notice. To the extent that this
Rollover Notice evidences, attests or confirms compliance with any covenants or
conditions precedent provided for in the Credit Agreement, we have made such
examination or investigation as was, in our opinion, necessary to enable us to
express an informed opinion as to whether such covenants or conditions have
been complied with.


4.THE UNDERSIGNED HEREBY CERTIFIES, for itself and on behalf of all
other Borrowers, as of the date of hereof:  (1)all of the representations and warranties contained in Section 8.1
of the Credit Agreement are true and correct in all material respects on and as
of the date hereof; and,  (2)no Default or Event of Default has occurred and is continuing.  [CELESTICA INC. OR ANY
  DESIGNATED SUBSIDIARY]By:Name:Title:By:Name:Title:  2


SCHEDULE J  TRANSFER
NOTICE  TO:CELESTICA INC.  TO:CANADIAN IMPERIAL BANK OF COMMERCE (the Administrative Agent)  CELESTICA INC.  Dear Sirs & Mesdames:  We refer to Section 13.11 of the a fourth
amended and restated revolving term credit agreement made as of April 12, 2007
(together with all amendments, modifications, supplements and restatements, if
any, from time to time made thereto, the Credit Agreement) among Celestica
Inc. (Celestica), the subsidiaries designated in the Credit Agreement, the
financial institutions named in Schedule A to the Credit Agreement (the Lenders),
and Canadian Imperial Bank of Commerce as Administrative Agent. Unless
otherwise defined herein or the context otherwise requires capitalized terms
used herein which are defined in the Credit Agreement have the respective
meanings provided in the Credit Agreement.  This agreement is delivered to you pursuant
to Section 13.11 of the Credit Agreement and also constitutes notice to each of
you, pursuant to Section 13.11 of the Credit Agreement, of the assignment to                                                (the
Assignee) of         % of the
Advances and Commitments of                                             (the
Assignor) under the Credit Agreement on the date hereof. After giving effect
to the foregoing transfer, the Assignors and the Assignees percentages for
the purposes of the Credit Agreement are set forth opposite such persons name
on the signature pages hereof.  The Assignee hereby acknowledges and
confirms that it has received a copy of the Credit Agreement and the exhibits
related thereto, together with copies of the documents which were required to
be delivered under the Credit Agreement as a condition to the making of the
Advances thereunder. The Assignee agrees to be bound by the terms of the Credit
Agreement and to perform its obligations as a Lender thereunder. The Assignee
further confirms and agrees that in becoming a Lender and in making its
Commitments and Advances under the Credit Agreement, such actions have and will
be made without recourse to, or representation or warranty by the
Administrative Agent.  Except as otherwise provided in the Credit
Agreement, effective as of the date of acceptance hereof by the Administrative
Agent,  (a)the Assignee:  (i)shall be deemed automatically to have become a party to the Credit
Agreement, have all the rights and obligations of a Lender under the Credit
Agreement and the other Loan Documents as if it were an original signatory
thereto to the extent specified in the second paragraph hereof; and


(ii)agrees to be bound by the terms and conditions set forth in the
Credit Agreement and the other Loan Documents as if it were an original
signatory thereto; and  (b)the Assignor shall be released from its obligations under the Credit
Agreement and the other Loan Documents to the extent specified in the second
paragraph hereof.  The Assignor hereby agrees to pay to the
Administrative Agent on the date of acceptance hereof by the Administrative
Agent the processing fee referred to in Section 13.11(c)(iii) of the Credit
Agreement upon the delivery hereof.  The Assignee hereby advises each of you of
the following administrative details with respect to the assigned Advances and
Commitments and requests the Administrative Agent to acknowledge receipt of
this document:  (i)Institution Name:  Address for Notices:  Attention:  Domestic Office:  Telephone:  Facsimile:  Telex (Answerback):  LIBOR Office:  Telephone:  Facsimile:   Telex (Answerback):  (ii)Payment Instructions:  2


This Agreement may be executed by the
Assignor and the Assignee in separate counterparts, each of which when so executed
and delivered shall be deemed to be an original and all of which taken together
shall constitute one and the same agreement.  Adjusted
  Percentage
  [ASSIGNOR], as Lender%
  By:Name:Title:By:Name:Title:  3


Percentage
  [ASSIGNEE], as Lender%
  By:Name:Title:By:Name:Title:  4


Accepted and Acknowledged this        day
of                             ,
20    .   CANADIAN IMPERIAL BANK OF
  COMMERCE,as Administrative AgentBy:Name:Title:By:Name:Title:  CELESTICA INC.By:Name:Title:By:Name:Title:  5


SCHEDULE K  ISSUANCE
REQUEST  CANADIAN IMPERIAL BANK OF COMMERCE, as
Administrative Agent 161 Bay Street
BCE Place, 8th Floor
Toronto, Ontario M5J 2S8  Attention:
  
  Director,
  AgencyTelecopier: (416) 956-3830  [Issuing Bank]
[address]  Dear Sirs & Mesdames:  Re:
  
  A fourth Amended and Restated Revolving
  Term Credit Agreement made as of April 12, 2007 (together with all
  amendments, modifications, supplements and restatements, if any, from time to
  time made thereto, the Credit Agreement) among Celestica Inc.
  (Celestica), the subsidiaries designated in the Credit Agreement, the
  financial institutions named in Schedule A to the Credit Agreement (the
  Lenders), and Canadian Imperial Bank of Commerce as Administrative Agent.
  Unless otherwise defined herein or the context otherwise requires capitalized
  terms used herein which are defined in the Credit Agreement have the
  respective meanings provided in the Credit Agreement.  This Issuance Request is delivered to you
pursuant to Section 3.1 of the Credit Agreement. Unless otherwise defined
herein or the context otherwise requires, capitalized terms used herein which
are defined in the Credit Agreement have the respective meanings provided in
the Credit Agreement.  The undersigned hereby requests that on                               ,           (the
Date of Issuance), the [Issuing Bank](the
Issuer) [issue an irrevocable standby letter of
credit/letter of guarantee on                           ,            in
the initial Face Amount of (specify currency)                                    with
a Stated Expiry Date of                               ,          ]
[ extend the Stated Expiry Date (as defined under Irrevocable Standby Letter of
Credit/Letter of Guarantee No. , issued
on                                ,           ,
in the initial Face Amount
of                                 )
to a revised Stated Expiry Date
of                                      ,             ].  The beneficiary of the requested letter of
credit/letter of guarantee will be (1)                                     ,
and such letter of credit/letter of guarantee will be in support of (2)                                            .  
 (1)Insert
name and address of beneficiary. (2)Insert
description of supported indebtedness or other obligations and name of
agreement to which it relates.


The undersigned hereby acknowledges that,
pursuant to Section 8.3 of the Credit Agreement, the [issuance]
[extension] of the letter of credit/letter of guarantee requested
hereby constitutes a representation and warranty by the undersigned that, on
such date of [issuance] [extension] all
representations set forth in Section 8.1 are true and correct in all material
respects.  The undersigned agrees that if, prior to
the time of the [issuance] [extension] of the
letter of credit/letter of guarantee requested hereby, any matter certified to
herein by it will not be true and correct at such time as if then made, it will
immediately so notify the Administrative Agent. Except to the extent, if any,
that prior to the time of the issuance or extension requested hereby the
Administrative Agent and the Issuer shall receive written notice to the
contrary from the undersigned, each matter certified to herein shall be deemed
to be certified at the date of such issuance or extension.  IN WITNESS WHEREOF, the undersigned has
caused this Issuance Request to be executed and delivered by its duly
authorized officer this                day
of                                       ,
20     .  CELESTICA INC.By:Name:Title:By:Name:Title:  2


SCHEDULE L  ACCEPTANCE
NOTE  TO:[Lender]  DATE:l  FOR VALUE RECEIVED, the undersigned, l , hereby
unconditionally promises to pay to the order of [Lender]
(the Lender) the principal amount of l CANADIAN DOLLARS (Cdn.$l). The undiscounted
principal amount hereof shall be repaid on l(1). The undersigned agrees that interest shall be paid herein, in
advance, by the Lender discounting the face amount of this Note in the manner
described in Section 4.7 of the Credit Agreement described below.  This Acceptance Note is one of the
Acceptance Notes delivered to you pursuant to Section 4.7 of the a fourth
amended and restated revolving term credit agreement made as of April 12, 2007
(together with all amendments, modifications, supplements and restatements, if
any, from time to time made thereto, the Credit Agreement) among Celestica
Inc. (Celestica), the subsidiaries designated in the Credit Agreement, the
financial institutions named in Schedule A to the Credit Agreement (the Lenders),
and Canadian Imperial Bank of Commerce as Administrative Agent. Unless
otherwise defined herein or the context otherwise requires capitalized terms used
herein which are defined in the Credit Agreement have the respective meanings
provided in the Credit Agreement.  All parties hereto, whether as makers,
endorsers, or otherwise, severally waive presentment for payment, demand,
protest, notice of protest, notice of non-payment and notice of dishonour.  
 (1)Insert
maturity date for Bankers Acceptances created simultaneously herewith.


THIS NOTE HAS BEEN DELIVERED IN
TORONTO, ONTARIO AND SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED
BY THE LAWS OF THE PROVINCE OF ONTARIO AND THE FEDERAL LAWS OF CANADA
APPLICABLE THEREIN.  [CELESTICA INC. OR ANY CANADIAN
  DESIGNATED SUBSIDIARY]By:Name:Title:By:Name:Title:  2


SCHEDULE M  CONSENT
LENDER NOTICE  TO:CANADIAN IMPERIAL BANK OF COMMERCE, as Administrative Agent  RE:Subsection 7.1(c)(ii) of the fourth amended and restated revolving
term credit agreement made as of April 12, 2007 (together with all amendments,
modifications, supplements and restatements, if any, from time to time made
thereto, the Credit Agreement) among Celestica Inc. (Celestica), the
subsidiaries designated in the Credit Agreement, the financial institutions
named in Schedule A to the Credit Agreement, and Canadian Imperial Bank of
Commerce as Administrative Agent.   Further to the designation by Celestica
Inc. of [name of Consent Designated Subsidiary]
as a consent designated subsidiary (the Consent Designated Subsidiary) on                                      ,
             and
the satisfaction of all of the terms and provisions of subsection 7.1(c) of the
Credit Agreement, the undersigned [consents/refuses]
to make Advances to the Consent Designated Subsidiary referred to above.  [The undersigned allocates
[portion to be specified] of the Commitment of the undersigned to Advances to
the Consent Designated Subsidiary].  Unless otherwise defined herein or the
context otherwise requires, terms used herein which are defined in the Credit
Agreement have the meanings provided in the Credit Agreement.  [NAME OF LENDER]By:Name:Title:By:Name:Title:


SCHEDULE N  CALCULATION
OF THE MANDATORY COST  1.General  The Mandatory Cost is the weighted average
of the rates for each Lender calculated below by the Administrative Agent on
the first day of an Interest Period. The Administrative Agent must distribute
each amount of Mandatory Cost among the Lenders on the basis of the rate for each
Lender. Any determination by the Administrative Agent, pursuant to this
Schedule will be, in the absence of manifest error, conclusive and binding on
all the parties to this Agreement.  2.For a Lender lending from a lending office in the
U.K.  (a)The relevant rate for a Lender lending from a lending office in the
U.K. is calculated in accordance with the following formulae:  for a Loan in Sterling:  AB + C(B-D) + E x 0.01 per cent. per annum 100-(A + C)  for any other Loan:  E x 0.01
per cent. per annum  300  where on the day of application of the
formula:  (A)is the percentage of that Lenders eligible liabilities (in excess
of any stated minimum) which the Bank of England requires it to hold on a
non-interest-bearing deposit account in accordance with its cash ratio
requirements;  (B)is LIBOR for that Interest Period;  (C)is the percentage of that Lenders eligible liabilities which the
Bank of England requires it to place as a special deposit;  (D)is the interest rate per annum allowed by the Bank of England on a
special deposit; and  (E)is calculated by the Administrative Agent as being the average of
the rates of charge supplied by the Lenders to the Administrative Agent under
paragraph (d) below and expressed in pounds per £1 million.  (b)For the purposes of this paragraph 2:


(i)eligible liabilities
and special deposit have the meanings given
to them at the time of application of the formula by the Bank of England;  (ii)fees rules means the
then current rules on periodic fees in the Supervision Manual of the FSA
Handbook; and  (iii)tariffbase has the
meaning given to it in the fees rules.  (c)(i)In the application of the formulae, A, B, C and D are included as
figures and not as percentages, e.g. if A = 0.5% and B = 15%, AB is calculated
as 0.5 x 15. A negative result obtained by subtracting D from B is taken as
zero.   (ii)Each rate calculated in accordance with a formula is, if necessary,
rounded upward to four decimal places.  (d)(i)Each Lender must supply to the Administrative Agent the rate of
charge payable by that Lender to the Financial Services Authority under the
fees rules (calculated by that Lender as being the average of the rates of
charge applicable to that Lender but, for this purpose, applying any applicable
discount and ignoring any minimum fee required under the fees rules) and
expressed in pounds per £1 million of the tariff base of that Lender.  (ii)Each Lender must promptly notify the Administrative Agent of any
change to the rate of charge.  (e)(i)Each Lender must supply to the Administrative Agent the information
required by it to make a calculation of the rate for that Lender. The
Administrative Agent may assume that this information is correct in all
respects.  (ii)If a Lender fails to do so, the Administrative Agent may assume that
the Lenders obligations in respect of cash ratio deposits, special deposits
and the fees rules are the same as those of a typical bank from its
jurisdiction of incorporation with a lending office in the U.K.  (iii)The Administrative Agent has no liability to any party to this
Agreement if its calculation over or under compensates any Lender.  3.For a Lender lending from a lending office in a
Participating Member State  (a)The relevant rate for a Lender lending from a lending office in a
Participating Member State is the percentage rate per annum notified by that
Lender to the Administrative Agent as its cost of complying with the minimum
reserve requirements of the European Central Bank.  (b)If a Lender fails to specify a rate under paragraph (a) above,
the Administrative Agent will assume that the Lender has not incurred any such
cost.  2


4.Changes  The Administrative Agent may, after
consultation with Celestica and the Lenders, notify all the parties to this
Agreement of any amendment to this Schedule which is required to reflect:  (a)any change in law or regulation; or  (b)any requirement imposed by the Bank of England, the Financial
Services Authority or the European Central Bank (or, in any case, any successor
authority).  If the Administrative Agent, after
consultation with Celestica, determines that the Mandatory Cost for a Lender
lending from a lending office in the U.K. can be calculated by a reference to a
screen, the Administrative Agent may notify all the parties to this Agreement
of any amendment to this Agreement which is required to reflect this.  Any notification will be, in the absence of
manifest error, conclusive and binding on all the parties to this Agreement.  3


SCHEDULE O   [INTENTIONALLY
DELETED]


SCHEDULE P  PERMITTED
ENCUMBRANCE CERTIFICATE  [CORPORATION]  TO:
  CANADIAN IMPERIAL BANK OF COMMERCE, as
  Administrative AgentAND TO:
  The Lenders now or hereafter party to the
  Credit Agreement (defined below)AND TO:
  Osler, Hoskin & Harcourt LLP   PURSUANT TOthe fourth amended and restated revolving term credit agreement made
as of April 12, 2007 (together with all amendments, modifications, supplements
and restatements, if any, from time to time made thereto, the Credit Agreement)
among Celestica Inc. (Celestica), the subsidiaries designated in the Credit
Agreement, the financial institutions named in Schedule A to the Credit
Agreement (the Lenders), and Canadian Imperial Bank of Commerce as
Administrative Agent,                                      
(the Corporation) is required to provide this Certificate.  I,                                            ,
a [director/officer] of the Corporation,
do hereby certify as a [director/officer]
of the Corporation, and not in my personal capacity, the matters set out below
after having made or caused to be made such inquiries as were necessary in the
circumstances that:  1.Osler, Hoskin & Harcourt LLP, as Ontario counsel to the
Administrative Agent has provided to the Corporation a Personal PSRS Enquiry
Certificate with a currency date indicated thereon, indicating outstanding Personal Property Security Act (Ontario) registrations
(collectively, the PPSA Registrations) with respect to the Corporation (the PPSA
Report), a copy of which is attached as Schedule A hereto. [[Law Firm], as special                    counsel
to theAdministrative Agenthas provided to the
Corporation reports (together with the PPSA Report, the Report) indicating
the outstanding tax, judgment and U.C.C. lien registrations, (collectively,
with the PPSA Registrations, the Registrations) with respect to the
Corporation, a copy of which is attached as Schedule B hereto.]  2.Each of the Registrations against the Corporation as disclosed in
the Report relates to a Permitted Encumbrance (as such term is defined in the
Credit Agreement).  DATEDas of the          day
of                       ,
20     .  Name


SCHEDULE Q   [INTENTIONALLY
DELETED]


SCHEDULE R  PERMITTED DISSOLUTIONS  1.Celestica Electronics (M) Sdn. Bhd. (Malaysia)  2.Celestica Industries Limited (United Kingdom)  3.Celestica South America Holdings Inc. (Ontario)  4.Celestica (Telford) Limited (United Kingdom)  5.NDB Industrial Ltda. (Brazil)  6.Celestica Montreal Inc. (Canada)  7.IMS International Manuafacturing Sevices de Monterrey, S. de R.L. de
C.V. (Mexico)  8.MSL France Operations SAS  9.MSL Midwest Operations, Inc.  10.MSL Offshore Finance B.V.  11.MSL SPV Spain, Inc.  12.MSL Overseas Finance B.V.  13.Celestica do Brasil Technologia de Produtos e Servicos Ltda.  14.Celestica France SAS  15.Celestica Ireland Holdings  16.Celestica Cayman Holdings 2 Limited  17.Celestica Barcelona, S.L.  18.1593289 Ontario Inc.  19.Celestica (Gibraltar) Limited  20.1282087 Ontario Inc.


SCHEDULE S   PERMITTED MERGERS   1.Celestica (Switzerland)
AG and Celestica AG  2.Celestica (India)
Private Limited and Celestica (Hyderabad) Electronics Private Limited


SCHEDULE T  GENERAL
SECURITY AGREEMENT(7)  THIS AGREEMENTis made as of l .  TO:
  CANADIAN IMPERIAL BANK OF
  COMMERCE, in its capacity as
  administrative agent (the Agent) on
  behalf of (i) itself as Agent, (ii) the financial institutions named in
  Schedule A to the Fourth Amended and Restated Revolving Term Credit Agreement
  and (iii) the Hedge Lenders ((i), (ii) and (ii) are collectively, the Lenders), as the same may be amended, supplemented,
  restated, extended, renewed or superseded from time to time (the Credit Agreement), dated as of April 12, 2007 between the
  Agent, the Lenders, Celestica Inc. and the subsidiaries specified as
  designated subsidiaries, as borrowers, CIBC World Markets, as Joint Lead
  Arranger, RBC Capital Markets, as Joint Lead Arranger and Co-Syndication
  Agent and Banc of America Securities LLC, as Co-Syndication Agent.GRANTED BY:
  l , a corporation incorporated under the laws of l (the Grantor).  ARTICLE 1
INTERPRETATION  1.1Definitions  Unless the context otherwise requires or
unless otherwise specified, all the terms used in this Agreement without
initial capitals, which are defined in the PPSA or the STA (each as defined
below) have the same meanings in this Agreement as in the PPSA or the STA, as
applicable, and all terms used in this Agreement with initial capitals and not
otherwise defined herein shall have the meanings ascribed to such terms in the
Credit Agreement. In addition, the following terms shall have the following
meanings:  Account Debtor means any Person who is or becomes obligated to pay under any of
the Accounts, Chattel Paper, Contracts and Instruments;  Accounts means all debts, accounts, claims, rents, monies and choses in
action which are now or which may at any time hereafter be due and owing to or
owned by the Grantor or in which the Grantor now or hereafter has any other
interest, or any part thereof;  
 (7) Note: 
Form of General Security Agreement to be provided by Canadian Grantors.
General Security Agreements to be provided by other Grantors to be
substantially in the same form with such changes thereto as agreed upon by
Lenders Counsel and Borrowers Counsel and as are otherwise reasonable or
necessary to grant the Agent a perfected security interest in such other
Grantors personal property.


Agreement means this agreement entitled General Security Agreement
including any recitals and schedules to this Agreement, as may be amended,
supplemented or restated in writing from time to time;  Chattel Paper means all chattel paper in which the Grantor now or hereafter has
an interest, and any part thereof;  Contracts means any contracts, agreements, indentures, licences, commitments,
entitlements, engagements or other arrangements, including any investment with
or interest in any Person which does not constitute Investment Property,
whether written or unwritten, to which the Grantor is now or hereafter a party
or has a benefit, right, or in which the Grantor now or hereafter has an
interest;  Control Agreementmeans any present or future agreement or agreements entered into by
the Grantor, the Agent and the applicable issuer, securities intermediary or
futures intermediary, whereby the parties intend for the Agent to obtain
control of Investment Property;  Deficiency has the meaning given to it in Section 5.1(j);  Documents of Title means all documents of title, whether negotiable or non-negotiable,
including, without limitation, all warehouse receipts and bills of lading, in
which the Grantor now or hereafter has an interest, and any part thereof;  Equipment means all goods in which the Grantor now or hereafter has an
interest other than Inventory or consumer goods and any part thereof,
including, without limitation, all tools, apparatus, fixtures, plant, machinery
and furniture;  Futures Account means all of the present or future futures accounts maintained for
the Grantor by a futures intermediary, including all futures contracts carried
in such futures accounts and the agreements between the Grantor and the futures
intermediary governing such futures accounts;  Instruments means all letters of credit, advices of credit, bills of exchange,
depository notes, depository bills, bankers acceptances and other instruments
in which the Grantor now or hereafter has an interest, and any part thereof;  Intangibles means all intangibles of whatever kind in which the Grantor now or
hereafter has an interest, including, without limitation, all of the Grantors
rights under Contracts, Intellectual Property Rights, Technical Information,
permits and quotas;  Intellectual Property Rights means all trade-marks, trade-names, brands, trade dress, business
names, uniform resource locators (URL), domain names, tag lines, designs,
graphics, logos and other commercial symbols and indicia of origin, goodwill,
patents and inventions, copyrights, industrial designs, and other intellectual
property rights, whether registered or not or the subject of a pending
application for registration, owned by or licensed to the Grantor, including,
without limiting the generality of the foregoing, the intellectual property
owned by or licensed to the Grantor;  2


Inventory means all inventory of whatever kind and wherever situate in which
the Grantor now or hereafter has an interest, including, without limitation,
all goods, merchandise, raw materials, goods in process, finished goods and
other tangible personal property held for sale, lease, resale or exchange or
furnished or to be furnished under contracts for service or that are used or
consumed in the business of the Grantor, and any part thereof;  Investment Property means all or any part of any present or future interest of the
Grantor in present and after acquired investment property, including all
securities, Securities Accounts and Futures Accounts, all of the present and
future security entitlements of the Grantor as an entitlement holder of such
security entitlements, all of the present and future futures contracts of the
Grantor as a futures customer in respect of such futures contracts, and all
proceeds of any such property;  Money means all money in which the Grantor now or hereafter acquires an
interest, and any part thereof;  Obligations has the meaning specified in Section 3.1;  PPSA means the Personal Property Security
Act, R.S.O. 1990, c.P.10, as amended from time to time;  Places of Business means the Borrowers places of business specified in Section4.1(h), and Place of Business
means any one of them;  Proceeds means all proceeds and personal property in any form derived
directly or indirectly from any dealing with the Secured Property or any part
thereof and any insurance or payment that indemnifies or compensates for such
property lost, damaged or destroyed, and proceeds of proceeds and any part
thereof;  Secured Parties means the Agent and the Lenders, together with their respective
successors and assigns;  Secured Property means all of the Grantors undertaking, personal property, rights
and assets of every nature and kind, now owned or subsequently acquired and at
any time and from time to time existing or in which the Grantor has or acquires
an interest, wherever situate, including all personal property, insurance
policies, annuities, financial assets, Accounts, Chattel Paper, Contracts,
Documents of Title, Equipment, Intangibles, Instruments, Inventory, Investment
Property, Money and Proceeds, together with all increases, additions and
accessions to any of them, and all substitutions or any replacements of any of
them but does not include any real property;  Securities Account means all of the present or future securities accounts maintained
for the Grantor by a securities intermediary, including all of the financial
assets credited to such securities accounts, all related securities
entitlements and the agreements between the Grantor and the securities
intermediary governing such securities accounts.  Security Interest means the security interest granted under Section 2.1;  3


STA means the Securities Transfer Act,2006,
S.O. 2006, c. 8, as amended from time to
time; and  Technical Information means all know-how and information owned by or licensed to the
Grantor, confidential or otherwise, including, without limitation, and any
information of a scientific, technical, financial or business nature regardless
of its form.  1.2Governing
Law  This Agreement is made under and shall be
governed by and construed in accordance with the laws of the Province of
Ontario and the laws of Canada applicable in the Province of Ontario without
prejudice to or limitation of any other rights or remedies available under the
laws of any jurisdiction where property or assets of the Grantor may be found.  1.3Headings  Headings of Articles and Sections are
inserted for convenience of reference only and shall not affect the
construction or interpretation of this Agreement.  1.4Number
and Gender  Unless the context otherwise requires,
words importing the singular include the plural and vice versa and words
importing gender include all genders.  1.5Paramountcy  If there is a conflict, inconsistency,
ambiguity or difference between any provision of this Agreement and the Credit
Agreement, the provisions of the Credit Agreement shall prevail, and such provision
of this Agreement shall be amended to the extent only to eliminate any such
conflict, inconsistency, ambiguity or difference. Any right or remedy in this
Agreement which may be in addition to the rights and remedies contained in the
Credit Agreement shall not constitute a conflict, inconsistency, ambiguity or
difference.  1.6Severability  If, in any jurisdiction, any provision of
this Agreement or its application to any party or circumstance is restricted,
prohibited or unenforceable, such provision shall, as to such jurisdiction, be
ineffective only to the extent of such restriction, prohibition or
unenforceability without invalidating the remaining provisions of this
Agreement and without affecting the validity or enforceability of such
provision in any other jurisdiction or without affecting its application to
other parties or circumstances.  1.7No
Strict Construction  The language used in this Agreement is the
language chosen by the parties to express their mutual intent, and no rule of
strict construction shall be applied against any party.  1.8Time  Time is of the essence in the performance
of the parties respective obligations.  4


ARTICLE 2
SECURITY INTEREST  2.1Security
Interest  Subject to Sections 2.4 and 2.5, as
continuing security for the due and timely payment and performance by the
Grantor of each of the Obligations, the Grantor hereby grants to the Agent a
continuing security interest in the Secured Property.  2.2Fixed
Nature of Security Interest  The Security Interest is intended to
operate as a fixed and specific charge of all of the Secured Property presently
existing, and with respect to all future Secured Property, to operate as a
fixed and specific charge of such future Secured Property.  2.3Attachment
and Value  The Grantor acknowledges:  (a)receipt
of a copy of this Agreement;  (b)that
value has been given for the granting of the Security Interest;  (c)that
the Security Interest attaches to the Secured Property immediately upon
execution and delivery of this Agreement to the Agent and that the Agent and
the Grantor have not agreed to postpone the time of attachment of the Security
Interest;  (d)if the
Grantor does not acquire rights or interests in any of the Secured Property until
after the execution and delivery of this Agreement, the Security Interest shall
attach to such Secured Property when the Grantor acquires rights in such
Secured Property;  (e)that
neither the execution of, nor filing with respect to, this Agreement shall
obligate any Secured Party to make any advance or loan or further advance, or
bind any Secured Party to grant or extend any credit to the Grantor; and  (f)that
the Security Interest shall be effective whether all or part of the Obligations
shall be advanced before, upon or after the date of execution of this
Agreement.  2.4Leases  The last day of any term reserved by any
real property lease, written or unwritten, or any agreement to lease real
property, now held or hereafter acquired by the Grantor is hereby excepted out
of the Security Interest. As further security for the payment of the
Obligations, the Grantor agrees that it will stand possessed of the reversion
of such last day of the term and shall hold it in trust for the Agent for the
purpose of this Agreement. The Grantor shall assign and dispose of the same in
such manner as the Agent may from time to time direct in writing without cost
or expense to any Secured Party. Upon any sale, assignment, sublease or other
disposition of such lease or agreement to lease, the Agent shall, for the
purpose of vesting the residue of any  5


such term in any purchaser, assignee,
sublessee or such other acquirer of the real property lease, agreement to lease
or any interest therein, be entitled by deed or other written instrument to
assign to such other Person, the residue of any such term in place of the
Grantor and to vest the residue freed and discharged from any obligation
whatsoever respecting the same.  2.5Consent  Nothing herein shall constitute an
assignment or attempted assignment of any Contract which by the provisions
thereof or by law is not assignable or which requires the consent of a third
party to its assignment unless such consent has been obtained. In each such
case, the Grantor shall, unless the Agent otherwise agrees in writing,
forthwith, upon written request by the Agent, use commercially reasonable
efforts to obtain the consent of any necessary third party to its assignment
hereby and to its further assignment by the Agent to any third party who may
acquire same as a result of the exercise by the Agent of remedies after demand.
Upon such consent being obtained or waived, this Agreement shall apply to the
applicable Contract without regard to this section and without the necessity of
any further assurance to effect the assignment thereof. Unless and until the
consent to assignment is obtained as provided above, the Grantor shall, to the
extent it may do so by law or pursuant to the provisions of the Contract or
interest referred to therein, hold all benefit to be derived from the
applicable Contracts in trust for the Agent (including, without limitation, the
Grantors beneficial interest in any Contract which may be held in trust for
the Grantor by a third party), as additional security for payment of
Obligations and shall deliver up all such benefit to the Agent, forthwith upon
demand by the Agent.  2.6Transfers
of Secured Property  (a)If any
personal property which forms part of the Secured Property (i) is sold,
assigned, transferred, leased, conveyed or otherwise disposed of (in each case,
Disposed; and Disposition
has a correlative meaning thereto) or encumbered by the Grantor in accordance
with the Credit Agreement, and/or (ii) otherwise becomes a Securitized Asset
during the term of this Agreement, the interests of the Grantor in such
personal property that has been so Disposed of or encumbered or in such
Securitized Asset shall, without further act (subject to the satisfaction of
the conditions contained in Section 9.1(p)(iii) of the Credit Agreement, if
applicable) and concurrently with such encumbrance or Disposition, cease to
form part of the Secured Property and shall not be subject to this Agreement,
shall automatically and without further act be released from and no longer be
subject to the Security Interest, and the Security Interest shall cease to be
attached to such interests in such personal property.  (b)Securitized
Assets which cease to be Securitized Assets shall, without further act,
immediately become part of the Secured Property and subject to this Agreement
and the Security Interest shall, and shall be deemed to, attach to such
personal property unless provided otherwise herein.  (c)The
Agent agrees, at the Grantors expense, to execute and deliver to the Grantor
such documents as the Grantor shall reasonably request to evidence the release
of such item of Secured Property from the Security Interest.  6


ARTICLE 3
OBLIGATIONS SECURED  3.1Obligations  The Secured Property constitutes and will
constitute continuing security for the following obligations (the Obligations) of the Grantor to the Secured Parties:  (a)Indebtedness- The prompt payment, as and when due and payable,
of all amounts now or hereafter owing by the Grantor to any Secured Party
pursuant to the Credit Agreement, this Agreement, any other Loan Document or
any Eligible Hedging Agreement, including, without limitation, by way of
guarantee or indemnity, whether now existing or hereafter incurred, matured or
unmatured, direct, indirect or contingent, including any amendments,
restatements, supplements, extensions, renewals and replacements thereof; and  (b)Performance
of Agreements- The strict performance and
observance by the Grantor of all agreements, warranties, representations,
covenants and conditions of the Grantor made by the Grantor pursuant to the
Credit Agreement, this Agreement, any other Loan Document or any Eligible
Hedging Agreement, in each case as now in effect or as hereafter entered into,
amended, restated, supplemented, renewed, extended or replaced from time to
time.  ARTICLE 4
GRANTORS REPRESENTATIONS, WARRANTIES AND COVENANTS  4.1Representations
and Warranties  The Grantor represents and warrants to the
Agent the matters set out below:  (a)Ownership
of Secured Property Free of Charges - The Grantor
is the owner of or has rights in the Secured Property and there are no Liens on
the Secured Property other than Permitted Encumbrances;  (b)Due
Authorization, Non-contravention etc. - The
execution, delivery and performance by the Grantor 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
except the Security Interest;  (c)Account
Debtor - Each of the Accounts, Chattel Paper,
Contracts and Instruments constituting Secured Property is genuine and bona
fide and the amount represented thereunder from time to time as owing to the
Grantor, unless disclosed in writing by the Guarantor to the Agent, will be
owed free of any  7


dispute,
set-off or counterclaim, and, to the Grantors knowledge, enforceable in
accordance with its terms against the applicable Account Debtor or
counterparty;  (d)Amounts
Due From Account Debtor - The amount represented by
the Grantor to the Agent from time to time as owing by each Account Debtor or
by all Account Debtors, to the best of the Grantors knowledge, is the correct
amount actually and unconditionally owing by such Account Debtor or Account
Debtors, save and except for normal cash discounts where applicable and a
reasonable reserve for bad debts;  (e)Accounts
with Financial Intermediaries  Each of the
Securities Accounts and Futures Accounts, to the Grantors knowledge, is
enforceable in accordance with its terms against the applicable securities
intermediary or futures intermediary without any security interest or other
Lien held by such securities intermediary or futures intermediary or right of
set-off, netting or consolidation other than for normal charges applicable to
the maintenance of such accounts and brokerage fees incurred in the ordinary
course of business;  (f)Insurance - The Secured Property is insured in accordance with the terms of
Section 4.2(h);  (g)No
Other Corporate Names or Styles - The Grantor does
not carry on business under or use any name or style other than the name(s)
specified in this Agreement including, without limitation, any names in the
French language;  (h)Place
of Business of Grantor- The following is/are the
Grantors Place(s) of Business:  l  The Grantors chief executive office is
located at [l] and its registered
or head office under the laws of Canada or of a Canadian territory or province,
if any, is located at [l].  (i)Reliance
and Survival - All representations and warranties
of the Grantor made in this Agreement or in any certificate or other document
delivered by or on behalf of the Grantor to or for the benefit of the Agent in
connection with this Agreement are material, shall survive and shall not merge
upon the execution and delivery of this Agreement and shall continue in full
force and effect for so long as any obligation of an Obligor to the Agents or
any lenders shall remain outstanding. The Agent shall be deemed to have relied
upon such representations and warranties notwithstanding any investigation made
by or on behalf of the Agent at any time.  8


4.2Covenants  Unless compliance with the following
covenants is waived by the Agent in writing or unless non-compliance with any
such covenants is otherwise consented to by the Agent in writing, the Grantor
covenants and agrees that:  (a)Notification
to Agent -The Grantor shall promptly notify the
Agent of:  (i)Claims
and Liens - any material claim or Lien made or
asserted against any of the Secured Property, other than Permitted
Encumbrances;  (ii)Proceedings - any material suit, action or proceeding affecting any of the
Secured Property or which could affect the Grantor;  (iii)Loss
or Damage- all material loss or damage to or loss
of possession of all or any part of the Secured Property other than by
disposition in accordance with the terms of this Agreement or the Credit
Agreement; and  (iv)Account
Debtor Non-Performance - any material failure of
any Account Debtor, any securities intermediary in respect of a Securities
Account or any futures intermediary in respect of a Futures Account in payment
or performance of obligations due to the Grantor which may affect the Secured
Property;  and the Grantor shall, at its own expense,
use commercially reasonable efforts to defend the Secured Property against any
and all such claims or Liens and against any and all such suits, actions or
proceedings;  (b)No
Accessions or Fixtures - The Grantor shall prevent
the Secured Property from becoming an accession to any property other than the
Secured Property or from becoming a fixture unless the Security Interest ranks
prior to the interests of all other Persons in the real property;  (c)Marking
the Secured Property - The Grantor shall, at the
request of the Agent, mark, or otherwise take appropriate steps to identify,
the Secured Property to indicate clearly that it is subject to the Security
Interest;  (d)Encumbrances - The Grantor shall not create, incur, assume, permit or suffer to
exist any Lien, on or with respect to any of the Secured Property, except for
Permitted Encumbrances;  (e)Payment
of Taxes The Grantor shall 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;  9


(f)Maintenance
of Secured Property and Books - The Grantor shall
at all times keep accurate and complete records with respect to the Secured
Property as well as proper books of account for its business all in accordance
with GAAP, consistently applied, and shall maintain the currency of
registration of its Intellectual Property Rights;  (g)Delivery
of Documents - The Grantor shall deliver to the
Agent promptly upon reasonable request:  (i)Documents - any Chattel Paper, Instruments and Documents of Title, and upon
such delivery, where applicable, duly endorse the same for transfer in blank or
as the Agent may direct;  (ii)Books
of Account - all material computer software, tapes,
discs, drums and cards, all Securities Accounts, Future Accounts, books of
account and all material records, ledgers, reports, schedules, documents,
statements, lists and other writings relating to the Secured Property or the
Grantors business for the purpose of inspecting, auditing or copying the same;  (iii)Contracts
and Agreements - all material Contracts and all
other material agreements, licenses, permits and consents relating to the
Secured Property and the Grantors business; and  (iv)Other
Information - such information concerning the
Secured Property, the Grantor and the Grantors business and affairs as the
Agent may reasonably request;  (h)Risk
and Insurance - The Grantor bears the sole risk of
any loss, damage, destruction or confiscation of or to the Secured Property
during the Grantors possession of the Secured Property or otherwise. The Grantor
will maintain or cause to be maintained insurance with responsible insurance
companies with respect to its properties and business as is customary in the
case for similar businesses operating in similar geographic locations.
Notwithstanding the foregoing, the Grantor 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 the Grantor and where customary and usual reserves or
provisions are taken in respect of such self-insurance by the Grantor. The
Grantor shall cause property insurance policies to name the Agent as a named
insured and with loss payable to the Agent as its interest may appear. The
Grantor shall also obtain such other insurance coverage as the Agent may
reasonably require from time to time. All such policies of insurance shall
provide that such insurance coverage shall not be changed or cancelled except
on thirty (30) days notice to the Agent. If the Grantor fails to so insure,
the Agent may, acting reasonably, insure the Secured Property and the premiums
for such insurance shall be added to the balance of the Obligations secured
under this Agreement as they exist at the date of the payment of such premium
by the Agent;  10


(i)Changes
and Other Names - The Grantor shall not, without at
least 20 days prior written notice to the Agent (i) change its name as it
appears in official filings in the jurisdiction of its organization; (ii)
change its registered office, head office, chief executive office, principal
place of business, domicile (within the meaning of the Civil Code
of Quebec), corporate offices or warehouses or locations at which
Secured Property is held or stored, or the location of its books and records;
(iii) change the type of entity that it is; (iv) change its jurisdiction of
incorporation or organization;  (j)No
Consolidation/Amalgamation, etc.  The Grantor
shall not, 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 in compliance with Section 13.12 of the Credit
Agreement; and  (k)No
Affecting the Security The Grantor shall not do,
permit or suffer to be done anything to adversely affect the ranking, validity
or perfection of the Security Interest.  ARTICLE 5
RIGHT TO DEAL  5.1Grantors
Rights before Default  Until the occurrence of an Event of Default
which is continuing and subject to the terms of this Agreement and the Credit
Agreement, the Grantor is entitled to deal with the Secured Property in the
ordinary course of business, provided however, that no such action shall be
taken which would impair the effectiveness of the Security Interest created by
this Agreement or the value of the Secured Property or which would be
inconsistent with or violate the provisions of this Agreement, the Credit
Agreement, any Control Agreement or any other Loan Document.  5.2Investment
Property  Until the occurrence of an Event of Default
which is continuing and subject to the terms of this Agreement, the Grantor is
entitled to receive interest and regular cash dividends or other distributions,
vote the Investment Property and give entitlement orders, instructions,
directions and other consents, waivers and ratifications in respect of the
Investment Property, provided however, that no such action shall be taken which
would impair the validity, perfection or priority of the Security Interest
created by this Agreement or the value of the Investment Property or which
would be inconsistent with or violate the provisions of this Agreement, the
Credit Agreement, any Control Agreement or any other Loan Document.  5.3Delivery
and Control  The Agent may, acting reasonably, require
the Grantor to do all such acts and things that are necessary or desirable for
the Agent or the Agents agent or a nominee of the Agent to receive delivery of
the Investment Property or obtain control of the Investment Property, including
(a) any consent of the Grantor as a registered owner of Investment Property, an
entitlement holder or a futures customer, as the case may be, and (b) using
commercially reasonable efforts to cause  11


any third parties to enter into agreements,
necessary or desirable for such control to be obtained by the Agent, provided
that the foregoing shall not apply to any Investment Property consisting of
Shares. Notwithstanding any such transfer, delivery or control, until the
occurrence of an Event of Default which is continuing, (a) Sections 5.1 and 5.2
shall continue to apply and upon such transfer the Agent shall provide the
Grantor with such proxies and other written authorizations as may reasonably be
requested by the Grantor to enable the Grantor to exercise the rights and take
the actions described in Sections 5.1 and 5.2 and (b) the Agent shall not be
entitled to take any action described in Sections 17.1(b) and (c) and Section
17.1(2) of the PPSA.  ARTICLE 6
REMEDIES  6.1Rights
and Remedies  Upon the occurrence of an Event of Default
and during the continuance thereof, all of the Obligations shall, at the Agents
option and without notice to the Grantor, become immediately due and payable
and the Agent may, at its option, proceed to enforce payment and performance of
the Obligations and to exercise any or all of the rights and remedies contained
in this Agreement, (including, without limitation, the signification and collection
of the Grantors Accounts), or otherwise afforded by law, in equity or
otherwise. The Agent shall have the right to enforce one or more remedies
successively or concurrently in accordance with Applicable Law and the Agent
expressly retains all rights and remedies not inconsistent with the provisions
in this Agreement including all the rights the Agent may have under the PPSA.
Without limiting the generality of the foregoing, the Agent may, upon the
occurrence of any Event of Default and during the continuance thereof and to
the extent permitted by Applicable Law:  (a)Appointment
of Receiver- Appoint by instrument in writing a
receiver (which term shall include a receiver and manager or agent) of the
Grantor and of all or any part of the Secured Property and remove or replace
such receiver from time to time or may institute proceedings in any court of
competent jurisdiction for the appointment of a receiver. Any such receiver
appointed by the Agent, with respect to responsibility for its acts, shall, to
the extent permitted by Applicable Law, be deemed the agent of the Grantor and
not of the Agent. Where the Agent is referred to in this Article, the reference
includes, where the context permits, any receiver so appointed and the
officers, employees, servants or agents of such receiver;  (b)Enter
and Repossess- Immediately and without notice
enter the Grantors premises and repossess, disable or remove the Secured
Property;  (c)Retain
the Secured Property- Retain and administer the
Secured Property in the Agents sole and unfettered discretion;  (d)Dispose
of the Secured Property- Dispose of any Secured
Property by public auction, private tender or private contract with or without
notice, advertising or any other formality, all of which are hereby waived by
the Grantor to the extent permitted by law. The Agent may, to the extent
permitted by law, at its discretion establish the terms of such disposition,
including, without limitation, terms and conditions as to credit, upset,
reserve bid or price. All payments made pursuant to  12


such
dispositions shall be credited against the Obligations only as they are
actually received. The Agent may, to the extent permitted by law, enter into,
rescind or vary any contract for the disposition of any Secured Property and
may dispose of any Secured Property again without being answerable for any loss
occasioned thereby. Any such disposition may take place whether or not the
Agent has taken possession of the Secured Property;  (e)Foreclosure- Foreclose upon the Secured Property;  (f)Collection
of Accounts- On its own account or through a
receiver, receiver-manager or agent and whether alone or in conjunction with
the exercise of all or any other remedies contemplated by this Agreement,
notify and direct Account Debtors and any Person obligated to the Grantor under
a promissory note or bill of exchange to make all payments whatever to the
Agent and the Agent shall have the right, at any time, to hold all amounts acquired
from any Account Debtors and any Person obligated to the Grantor under a
promissory note or bill of exchange and any Proceeds as part of the Secured
Property. Upon such occurrence and during such continuance of an Event of
Default, any payments received by the Grantor shall be held by the Grantor in
trust for the Agent in the same medium in which received, shall not be
commingled with any assets of the Grantor and shall, at the request of the
Agent be turned over to the Agent not later than the next business day
following the day of their receipt;  (g)Carry
on Business- Carry on or concur in the carrying on
of all or any part of the business of the Grantor and may, in any event, to the
exclusion of all others, including the Grantor, enter upon, occupy and use all
premises of or occupied or used by the Grantor and use any of the personal
property (which shall include fixtures) of the Grantor for such time and such
purposes as the Agent sees fit. The Secured Parties shall not be liable to the
Grantor for any neglect in so doing (other than gross negligence or wilful
misconduct, or in respect of any rent, costs, charges, depreciation or damages
in connection therewith;  (h)Payment
of Encumbrances- Pay any Liens or other claims
that may exist or be threatened against the Secured Property. Any amount so
paid together with costs, charges and expenses incurred in connection therewith
shall be added to the Obligations;  (i)Dealing
with Secured Property- Seize, collect, realize,
borrow money on the security of, release to third parties, sell (by way of
public or private sale), lease or otherwise deal with the Secured Property in
such manner, upon such terms and conditions, at such time or times and place or
places and for such consideration as may seem to the Agent advisable and
without notice to the Grantor. The Agent may charge on its own behalf and pay
to others sums for reasonable expenses incurred and for services rendered
(expressly including, without limitation, reasonable legal, consulting, broker,
management, receivership and accounting fees) in or in connection with seizing,
collecting, realizing, borrowing on the security of, selling or obtaining
payment of the Secured Property and may add all such sums to the Obligations;  13


(j)Exercise
of Rights- Elect by written notice to the Grantor
and to an officer of the issuer of the Investment Property or to any securities
intermediary or futures intermediary in respect of the Investment Property, as
may be applicable, that all or part of the rights of the Grantor in the
Investment Property including, without limitation, the right to vote, give
consents, entitlement orders, instructions, directions, waivers or
ratifications and take other actions and receive dividends or other
distributions, shall cease, and upon such election all such rights shall become
vested in the Agent or as it may direct; and  (k)Registration
and Control- Require that the Investment Property
be registered in the name of the Agent or as it may direct, that delivery of
the Investment Property be made to the Agent or that control of the Investment
Property be obtained by the Agent, or as it may direct, in accordance with the
provisions of the STA and the Agent or as it may direct and the Agent may then,
without notice, exercise any and all voting and corporate rights at any meeting
of the issuers thereof and exercise any and all rights, privileges or options
pertaining to the Investment Property without the consent of the Grantor as if
it were the absolute owner, including without limitation, the right to exchange
at its discretion, any and all of the Investment Property upon the issuers
amalgamation, merger, consolidation, reorganization, recapitalization,
restructuring or other readjustment or upon the issuers exercise of any right,
privilege or option pertaining to any of the Investment Property and to deposit
and deliver any and all of the Secured Property with any committee, depositary,
transfer agent, registrar, securities intermediary, futures intermediary,
clearing agency or other designated agency upon such terms and conditions as it
may determine.  6.2Assemble
the Secured Property  To assist the Agent in the implementation
of such rights and remedies, upon the occurrence and during the continuation of
an Event of Default, the Grantor will, at its own risk and expense and promptly
upon the Agents request, assemble and prepare for removal of such items of the
Secured Property as are selected by the Agent and as shall, in the Agents sole
judgment, have a value sufficient to cover all the Obligations.  6.3Disposal
of Investment Property  Without limiting the generality of Section
6.1(d), the Grantor acknowledges that when disposing of any Investment
Property, the Agent may be unable to effect a public sale of any or all of the
Investment Property, or to sell any or all of the securities as a control block
sale at more than a stated premium to the market price of any shares, stock,
instruments, warrants, bonds, debenture stock and other securities forming part
of the Investment Property, by reason of certain prohibitions contained in the Securities Act(Ontario) and applicable laws of other
jurisdictions, but may be compelled to resort to one or more private sales to a
restricted group of purchasers who will be obliged to agree, among other
things, to acquire such Investment Property as principal and to comply with
other resale restrictions provided for in the Securities
Act(Ontario) and other applicable laws. The Grantor acknowledges and
agrees that any such private sale may result in prices and other terms less
favourable to the seller than if such sale were a public sale or a control
block sale and, notwithstanding such circumstances, agrees that any such
private sale shall not be deemed to have been made in a commercially
unreasonable manner solely by reason  14


of its being a private sale. The Agent
shall be under no obligation to delay a sale of any of the Investment Property
for the period of time necessary to permit the issuer of such securities to
qualify such Investment Property for public sale under the Securities
Act(Ontario) or under applicable securities laws of other
jurisdictions, even if the issuer would agree to do so, or to permit a
prospective purchaser to make a formal offer to all or substantially all
holders of any class of securities forming any part of the Investment Property.  6.4Allocation
of proceeds  All monies collected or received by the
Agent in respect of the Secured Property may be held by the Agent and may be
applied on account of such parts of the Obligations in accordance with the
Credit Agreement.  6.5Payment
of Deficiency  If the proceeds of realization are
insufficient to pay all monetary Obligations, the Grantor shall forthwith pay
or cause to be paid to the Agent any deficiency (the Deficiency)
and the Agent may sue the Grantor to collect the amount of the Deficiency.  6.6Power
of Attorney  Upon the occurrence, and during the
continuance of, an Event of Default, the Grantor hereby constitutes and
appoints any vice-president or the president of the Agent from time to time, or
any receiver appointed of the Grantor as provided for in this Agreement, the
true and lawful attorney of the Grantor irrevocably with full power of
substitution to do, make and execute all such documents, acts, matters or
things with the right to use the name of the Grantor whenever and wherever it
may be deemed necessary or expedient in connection with the exercise of its rights
and remedies set forth in this Agreement. Without limiting the generality of
the foregoing, the Agent or its agent is authorized to sign any financing
statements and similar forms which may be necessary or desirable to perfect the
Security Interest in any jurisdiction on behalf of the Grantor. The Grantor
hereby declares that the irrevocable power of attorney granted hereby, being
coupled with an interest, is given for valuable consideration.  6.7Waivers
and Extensions  The Agent may waive default or any breach
by the Grantor of any of the provisions contained in this Agreement. No waiver
shall extend to a subsequent breach or default, whether or not the same as or
similar to the breach or default waived and no act or omission of the Agent
shall extend to or be taken in any manner whatsoever to affect any subsequent
breach or default of the Grantor or the rights of the Agent resulting
therefrom. Any such waiver must be in writing and signed by the Agent to be
effective.  Subject to the terms of the Credit
Agreement, the Agent may also grant extensions of time and other indulgences,
take and give up securities, accept compositions, grant releases and
discharges, release the Secured Property to third parties and otherwise deal
with the Grantors guarantors or sureties and others and with the Secured
Property and other securities as the Agent may see fit without prejudice to the
liability of the Grantor to the Agent, or the Agents rights, remedies and
powers under this Agreement. No extension of time, forbearance, indulgence or
other accommodation now, heretofore or hereafter given by the Agent to the
Grantor shall  15


operate as a waiver, alteration or
amendment of the rights of the Agent or otherwise preclude the Agent from
enforcing such rights.  6.8Set off
or Compensation  In addition to, and not in limitation of,
any rights granted now or after the date of this Agreement at law, upon the
occurrence and during the continuance of an Event of Default, the Agent may at
any time and from time to time, without notice to the Grantor (it being
expressly waived by the Grantor), set off and compensate and apply any and all
Securities Accounts, Futures Accounts, deposits, general or special, term or
demand, provisional or final, matured or unmatured, and any other indebtedness
at any time owing by any Secured Party and appropriate any other properties or
assets at any time held by any Secured Party, to or for the credit of or the
account of the Grantor, against and on account of the Obligations, even if any
of them are contingent or unmatured.  6.9Indemnity  The Grantor shall indemnify and save
harmless the Agent from any and all costs, expenses, liabilities or damages
which may be reasonably incurred by the Agent in connection with:  (a)the
Secured Property;  (b)the
occurrence of an Event of Default; and  (c)the
enforcement of its rights under this Agreement.  6.10Limitation
of Liability  The Agent shall not be liable or
accountable:  (a)by
reason of any entry into or taking possession of any of the Secured Property
hereby charged or intended so to be or any part thereof, to account as
mortgagee in possession or for anything except actual receipts, or for any loss
on realization or any act or omission for which a secured party in possession
might be liable; or  (b)for
any failure to exercise its remedies, take possession of, seize, collect,
realize, sell, lease or otherwise dispose of or obtain payment for the Secured
Property and shall not be bound to institute proceedings for such purposes or
for the purpose of preserving any rights, remedies or powers of the Agent, the
Grantor or any other Person in respect of same.  The Agent shall not by virtue of these
presents be deemed to be a mortgagee in possession of the Secured Property. The
Grantor hereby releases and discharges the Agent and the receiver from every
claim of every nature, whether sounding in damages or not, which may arise or
be caused to the Grantor or any Person claiming through or under the Grantor by
reason or as a result of anything done by the Agent or any successor or assign
claiming through or under the Agent or the receiver under the provisions of
this Agreement unless such claim be the result of dishonesty, gross neglect,
wilful misconduct or fraud.  16


6.11Rights
and Remedies Cumulative  The Agents rights and remedies under this
Agreement shall be cumulative and not in substitution for any of the Agents
rights or remedies under the Credit Agreement, any other Loan Document or any
Eligible Hedging Agreement, at law or in equity, whether or not the Agent or
any other Secured Party has pursued or is pursuing any other rights or
remedies.  6.12Security
Enforceable  The fact that this Agreement and the Credit
Agreement provide for Events of Default and rights of acceleration shall not
derogate from the nature of any Obligation which is payable on demand.  ARTICLE 7
MISCELLANEOUS  7.1Notices  Any notice, consent or approval required or
permitted to be given in connection with this Agreement shall be in writing and
shall be sufficiently given if given in accordance with the Credit Agreement.  7.2Further
Assurances  The Grantor shall do all such things and
provide all such assurances and shall provide such further documents and
instruments reasonably required by the Agent as may be necessary or reasonably
desirable to affect the purpose of this Agreement and carry out its provisions.  7.3Filings  At the request of the Agent, the Grantor
will promptly effect all registrations, filings, recordings and all re-registrations,
re-filings and re-recordings of or in respect of this Agreement and the
Security Interest created hereunder in all offices in all jurisdictions and at
such times as may be necessary or reasonably desirable in perfecting,
maintaining and protecting the validity, effectiveness and priority hereof. Notwithstanding
the foregoing, the Agent is authorized, at its option, to make such
registrations, filings or recordings or such re-registrations, re-filings or
re-recordings against the Grantor as it may reasonably deem necessary or
appropriate to perfect or secure the Security Interest created hereunder.  7.4Amendments
and Waivers  No amendment, supplement, modification,
waiver or termination of this Agreement and, unless otherwise specified, no
consent or approval by any party, shall be binding unless executed in writing
in accordance with Section 13.5 of the Credit Agreement. Any waiver shall
extend only to the particular circumstances described in the waiver.  7.5Attornment  Each of the parties irrevocably submits to
the non-exclusive jurisdiction of any court in the Province of Ontario for the
purposes of any legal or equitable suit, action or proceeding in connection
with this Agreement.  17


7.6Assignment
and Enurement  This Agreement may be assigned by the Agent
in accordance with the Credit Agreement and any such assignee shall be entitled
to exercise any and all discretions, powers and rights of the Agent under this
Agreement. Except as provided in the Credit Agreement, the Grantor may not
assign this Agreement or any of its rights or obligations under this Agreement.
All of the Agents rights under this Agreement shall enure to the benefit of its
successors (including any successor by reason of amalgamation) and assigns and
all of the Grantors obligations under this Agreement shall bind the Grantor
and its successors (including any successor by reason of amalgamation) and
permitted assigns.  7.7Statutory
Waivers  To the fullest extent permitted by law, the
Grantor waives all of the rights, benefits and protections given by the
provisions of any existing or future statute which imposes limitations upon the
powers, rights or remedies of the Secured Parties or upon the methods of
realization of security, including any seize or sue or anti-deficiency statute
or any similar provisions of any other statute.  7.8Reasonableness  The Grantor acknowledges that the
provisions of this Agreement and, in particular, those respecting rights,
remedies and powers of the Secured Parties and any receiver against the
Grantor, its business and any Secured Property upon the occurrence and during
the continuance of an Event of Default, are commercially reasonable and not
manifestly unreasonable.  7.9Termination  (a)This
Agreement shall be terminated forthwith by written agreement made between the
Grantor and the Agent upon the earlier to occur of: (i) the date on which the
Agent releases the Security Interest pursuant to Section 9.1(p)(vi) of the
Credit Agreement, and (ii) the date on which all of the Obligations have been
fully paid or satisfied.  (b)Notwithstanding
Section 7.9(a), this Agreement shall be automatically terminated on the date
that is 30 days after the date of a Debt Rating Upgrade, provided that a Debt
Rating Downgrade has not occurred during that period.  (c)Upon
termination of this Agreement in accordance with the provisions of this Section
7.9, the Agent shall, at the request and expense of the Grantor, make and do
all such acts and things and execute and deliver all such financing statements,
instruments, agreements and documents as the Grantor, acting reasonably,
considers necessary or reasonably desirable to discharge the Security Interest,
to release and discharge the Secured Property therefrom and to record such
release and discharge in appropriate offices of public record.  18


7.10Execution
and Delivery  This Agreement may be executed and
delivered by facsimile or a pdf formatted email attachment.  7.11Counterparts  This Agreement, or any amendment to it, may
be executed in multiple counterparts, each of which shall be deemed to be an
original agreement. All counterparts shall be construed together and shall
constitute one and the same agreement.  [Remainder of Page Intentionally
Left Blank]  19


IN WITNESS OF WHICHthe Grantor has duly executed this Agreement.   [NAME
  OF GRANTOR]By:Name:Title:By:Name:Title:   CANADIAN
  IMPERIAL BANK OF
  COMMERCE, as AgentBy:Name:Title:By:Name:Title:


SCHEDULE U  SECURITIES
PLEDGE AGREEMENT(8)  THIS AGREEMENT is made as of  l .  BETWEEN:  CANADIAN
IMPERIAL BANK OF COMMERCE, in its capacity
as administrative agent (the Agent) on
behalf of (i) itself as Agent, (ii) the financial institutions named in
Schedule A to the Fourth Amended and Restated Revolving Term Credit Agreement
and (iii) the Hedge Lenders ((i), (ii) and (iii) are collectively, the Lenders), as the same may be amended, supplemented,
restated, extended, renewed or superseded from time to time (the Credit Agreement), dated as of April 12, 2007 between the
Agent, the Lenders, Celestica Inc. and the subsidiaries specified as designated
subsidiaries, as borrowers, CIBC World Markets, as Joint Lead Arranger, RBC
Capital Markets, as Joint Lead Arranger and Co-Syndication Agent and Banc of
America Securities LLC, as Co-Syndication Agent.  - and -  l,a corporation
incorporated under the laws ofl (the Pledgor).  THEREFORE, the parties agree as follows:  ARTICLE 1INTERPRETATION  1.1Defined
Terms  Unless the context otherwise requires or
unless otherwise specified, all the terms used in this Agreement withoutinitial capitals, which
are defined in the PPSA or the STA (each as defined below), have the same
meanings in this Agreement as in the PPSA or the STA, as applicable and all
capitalized terms used and not otherwise defined shall have the meanings given
to them in the Credit Agreement, and the following terms shall have the
following meanings:  
 (8) Note:  Form
of Securities Pledge Agreement to be provided by Canadian Grantors. Securities
Pledge Agreements to be provided by other Grantors to be substantially in the
same form with such changes thereto as agreed upon by Lenders Counsel and
Borrowers Counsel and as are otherwise reasonable or necessary to grant the
Agent a perfected security interest in such other Grantors Pledged Securities.


Agreement
means this securities pledge agreement, including all schedules and all
amendments or restatements as permitted and references to Article, Section,
or Schedule means the specified article, section or schedule of this
Agreement;  Issuers means
(i) those issuers listed on Schedule A and (ii) any other issuers that shall
after the date of this Agreement be a Material Restricted Subsidiary and the
Shares of such issuer are directly held by the Pledgor, which issuers shall be
added to Schedule A;  Obligations has the meaning given to such term in the Security Agreement;  PPSA means the Personal Property Security
Act, R.S.O. 1990, c. P. 10;  Pledged  Securities means all the securities in the capital of the
Issuers held from time to time by the Pledgor, including all warrants and
options relating to such securities and any substitutions, additions and
proceeds arising out of any consolidation, subdivision, reclassification,
conversion, stock dividend or similar increase or decrease in or alteration of
the capital of any Issuer or any other event and any securities acquired
pursuant to the exercise of a right or offer granted or made to the Pledgor to
the extent that any such right or offer arises out of the ownership of any
securities in the capital of any Issuer;  STA means the Securities Transfer Act,
2006, S.O. 2006, c.8;  Secured Parties
means the Agent and the Lenders, together with their respective successors and
assigns; and  Security Agreement
means the General Security Agreement dated as of the date hereof between the
parties hereto, as the same may be amended, supplemented, restated, extended,
renewed or superseded from time to time.  1.2Governing
Law  This Agreement is made under and shall be
governed by and construed in accordance with the laws of the Province of
Ontario and the laws of Canada applicable in the Province of Ontario.  1.3Headings  Headings of Articles and Sections are
inserted for convenience of reference only and shall not affect the
construction or interpretation of this Agreement.  1.4Number
and Gender  Unless the context otherwise requires,
words importing the singular include the plural and vice versa and words
importing gender include all genders.  1.5Paramountcy  If there is a conflict, inconsistency,
ambiguity or difference between any provision of this Agreement and the Credit
Agreement, the provisions of the Credit Agreement shall prevail, and  2


such provision of this Agreement shall be
amended to the extent only to eliminate any such conflict, inconsistency,
ambiguity or difference. Any right or remedy in this Agreement which may be in
addition to the rights and remedies contained in the Credit Agreement shall not
constitute a conflict, inconsistency, ambiguity or difference.  1.6Severability  If, in any jurisdiction, any provision of
this Agreement or its application to any party or circumstance is restricted,
prohibited or unenforceable, such provision shall, as to such jurisdiction, be
ineffective only to the extent of such restriction, prohibition or
unenforceability without invalidating the remaining provisions of this
Agreement and without affecting the validity or enforceability of such
provision in any other jurisdiction or without affecting its application to other
parties or circumstances.  1.7No Strict Construction  The language used in this
Agreement is the language chosen by the parties to express their mutual intent,
and no rule of strict construction shall be applied against any party.  1.8Time  Time is of the essence in the performance
of the parties respective obligations.  1.9Schedules  The schedules to this Agreement, as listed
below, are an integral part of this Agreement:  Schedule
  
  DescriptionA
  
  Issuers  ARTICLE 2PLEDGE  2.1Pledge  As continuing security for the due and
timely payment and performance by the Pledgor of each of the Obligations, the
Pledgor hereby grants to the Agent a first security interest in the Pledged
Securities. The Pledgor hereby delivers to and deposits with the Agent the
security certificates, if any, evidencing the Pledged Securities together with
all other documents (including, if applicable, a copy of the resolution of the
board of directors approving the transfer of the Pledged Securities to the
Agent or a nominee of the Agent upon the enforcement of the Agents rights
hereunder) and effective endorsements to enable the Agent or its agent or its
nominee, as the Agent may direct to be registered as the owner of and to
transfer or sell the Pledged Securities upon any enforcement of the Agents
rights and remedies hereunder. If the Pledgor acquires any security
certificates evidencing the Pledged Securities after the date of this  3


Agreement, the Pledgor shall promptly deliver
the security certificates to the Agent or its nominee, as the Agent may direct,
together with all other documents and effective endorsements to enable the
Agent or its agent or nominee to be registered as the owner of and to transfer
or sell or cause to be transferred or sold such Pledged Securities upon any
enforcement of the Agents rights and remedies hereunder. To the extent that
any of the Pledged Securities are uncertificated securities registered in the
name of the Pledgor or its nominees or agent, the Pledgor shall:  (a)cause
the Issuer of the Pledged Securities to register the Agent or its agent or
nominee, as the Agent may direct, as the registered owner of such Pledged
Securities; or  (b)deliver
to the Agent an irrevocable agreement of the Issuer of such Pledged Securities
satisfactory to the Agent that the Issuer will comply with instructions that
are originated by the Agent without the further consent of the Pledgor.  2.2Attachment
and Value  The Pledgor acknowledges:  (a)receipt
of a copy of this Agreement;  (b)that
value has been given for the granting of the Security Interest hereunder;  (c)that
the security interest created by this Agreement attaches to the Pledged
Securities immediately upon execution and delivery of this Agreement to the
Agent and that the Agent and the Pledgor have not agreed to postpone the time
of attachment of the pledge of the Pledged Securities by the Pledgor;  (d)if the
Pledgor does not acquire rights or interests in any of the Pledged Securities
until after the execution and delivery of this Agreement, the security interest
created by this Agreement shall attach to those Pledged Securities when the
Pledgor acquires rights in those Pledged Securities;  (e)that
neither the execution of, nor filing with respect to, this Agreement shall
obligate any Secured Party to make any advance or loan or further advance, or
bind any Secured Party to grant or extend any credit to the Pledgor; and  (f)that
the security interest created by this Agreement shall be effective whether all
or part of the Obligations shall be advanced before, upon or after the date of
execution of this Agreement.  4


ARTICLE 3PROVISIONS RELATING TO THE PLEDGED SECURITIES  3.1Voting
Rights  (a)Until
the occurrence of an Event of Default which is continuing, the Pledgor shall be
entitled to exercise all voting rights in respect of the Pledged Securities and
to give consents, waivers, directions, notices and ratifications and to take
other action in respect thereof, provided, however, that no votes shall be cast
or consent, waiver, directions, notice or ratification given or action taken
which would:  (i)be
prejudicial to any Secured Partys security interest granted hereunder;  (ii)restrict
the transferability of the Pledged Securities; or  (iii)be
inconsistent with or violate any provisions of this Agreement, the Credit
Agreement or any other Loan Document.  (b)Until
the occurrence of an Event of Default which is continuing, if any of the
Pledged Securities are registered in the Agents, its agents or nominees
name, the Agent, on the Pledgors written request, shall execute and deliver or
cause its agent or nominee to execute and deliver to the Pledgor suitable
proxies, voting powers or powers of attorney in favour of the Pledgor or its
nominee or nominees for voting, giving consents, waivers, directions, notices
or ratifications or taking any other action the Pledgor is permitted to take in
respect of the Pledged Securities.  3.2Dividends
and Distributions  Until the occurrence of an Event of Default
which is continuing, the Pledgor shall be entitled to receive and deal with
(except as expressly restricted by this Agreement, the Credit Agreement or any
other Loan Document) any interest and regular cash dividends, distributions or
other payments (whether in cash, security (as such term is defined in the PPSA)
or other property) at any time payable on or with respect to the Pledged
Securities, and the Agent shall immediately deliver to the Pledgor the interest
or regular cash dividends, distributions or other payments received by the
Agent.  3.3Rights
and Duties of the Agent  Upon the occurrence of an Event of Default
which is continuing, all of the Pledgors rights pursuant to Sections 3.1 and
3.2 shall cease and the Agent may enforce any of the Pledgors rights with
respect to the Pledged Securities. Upon an Event of Default which is
continuing, the Pledgor shall and shall be deemed to hold all Pledged
Securities not under the control of the Agent in trust, separate and apart from
other property and assets of the Pledgor, for the benefit of  5


the Agent until all Obligations owing by
the Pledgor to the Agent have been paid in full, and shall forthwith transfer
control of such Pledged Securities to the Agent, or its nominee or agent, as
the Agent may direct. The Agent and its nominee shall not have any duty of care
with respect to the Pledged Securities other than to use the same care in the
custody and preservation of the Pledged Securities as it would with its own
property. The Agent or its nominee is not required to take any steps to defend
or preserve the Pledgors rights against the claims or demands of others. The
Agent or its nominee, however, shall use its reasonable best efforts to give
the Pledgor notice of any claim or demand of which it becomes aware to permit
the Pledgor to have a reasonable opportunity to defend or contest the claim or
demand.  ARTICLE 4REPRESENTATIONS, WARRANTIES AND COVENANTS  4.1Representations
and Warranties  The Pledgor represents and warrants to the
Agent as follows and acknowledges that each Secured Party is relying on the
representations and warranties in advancing or continuing to advance credit to
the Borrowers pursuant to the Credit Agreement:  (a)it is
the registered and beneficial owner of, and has good title to, the Pledged
Securities subject only to the security interest created by this Agreement or
any other security agreement made by the Pledgor in favour of the Agent;  (b)the
Pledged Securities represent all of the issued and outstanding capital stock of
the Issuers and all of the warrants and options, if any, relating thereto as of
the date of this Agreement(9);  (c)the
Pledged Securities have been duly issued and are outstanding as fully paid and
non-assessable Securities and all of the warrants and options, if any, relating
thereto are in full force and effect;  (d)it has
full power, authority and right to enter this Agreement and to pledge the
Pledged Securities and to grant to the Agent the security interest created by
this Agreement;  (e)this
Agreement has been duly executed and delivered by it and constitutes an
enforceable obligation against the Pledgor in accordance with its terms;  
 (9) Note: To
be considered in respect of each Issuer.  6


(f)it
has not granted any right to acquire an interest in any of the Pledged
Securities, except to the Agent pursuant to this Agreement or any other
security agreement made by the Pledgor in favour of the Agent;  (g)it has
not granted a Lien in the Pledged Securities to any Person except to the Agent
pursuant to this Agreement or any other security agreement made by the Pledgor
in favour of the Agent;  (h)none of
the rights of the Pledgor arising as the legal and beneficial owner of the
Pledged Securities have been surrendered, cancelled or terminated;  (i)there
is no default or dispute existing in respect of the Pledged Securities;  (j)there
are no Liens or other adverse claims affecting the Pledged Securities except
those granted in favour of the Agent;  (k)the
jurisdiction of the Issuers and their registered or head offices are set out in
Schedule A to this Agreement;  (l)no
delivery has occurred in respect of any Pledged Securities that constitute
uncertificated securities of the Issuers other than any delivery in favour of
the Agent;  (m)the
Pledgor has not given its consent to any agreement whereby any of the Issuers
agree to comply with instructions that are originated by any Person other than
the Pledgor in respect of any Pledged Securities that constitute uncertificated
securities, without the further consent of the Pledgor, other than any such
consents given by the Pledgor relating to agreements for instructions to be
originated by the Agent; and  (n)all of the Pledged Securities listed in
Schedule A as certificated securities are certificated and the partnership
agreement, articles of association or other constating documents, as
applicable, of each Issuer which is a partnership or limited liability company
expressly states that the Pledged Securities thereof are securities for the
purposes of the STA.  4.2Covenants  The Pledgor covenants with the Agent that:  (a)if the
Pledgor shall become entitled to receive or shall receive any security
certificate, option or right in respect of the Pledged Securities, the Pledgor
shall accept same as the Agents agent, hold same in trust for the Agent and
immediately deliver same to the Agent (or to the Agents agent or nominee, as
the Agent may direct) in the exact form received, together with the documents
and  7


effective
endorsements to enable the Agent or its nominee to be registered as owner, to
be held by the Agent as additional security for the Obligations. Upon the
occurrence of an Event of Default which is continuing, any sums paid in respect
of the Pledged Securities upon the liquidation or dissolution of any Issuers
shall be paid to the Agent to be held by it as part of the Pledged Securities. Upon
the occurrence of an Event of Default which is continuing, in case any
distribution of capital shall be made in respect of the Pledged Securities or
any property shall be distributed with respect to the Pledged Securities
pursuant to the recapitalization, reclassification or reorganization of the
capital of any Issuers, the property so distributed shall be delivered to the
Agent or its agent or nominee as the Agent may direct to be held by it as part
of the Pledged Securities. Upon the occurrence of an Event of Default which is
continuing, if any money or property paid or distributed in respect of the
Pledged Securities shall be received by the Pledgor, the Pledgor shall, until
such money or property is paid or delivered to the Agent, hold the money or
property in trust for the Agent, segregated from other funds of the Pledgor, as
part of the Pledged Securities;  (b)the
Pledgor shall not permit any issuance of additional securities in the capital
of the Issuers unless all additional securities are immediately upon their
issuance pledged in favour of the Agent and the Pledgor does, or causes to be
done, all such acts and things and provides such agreements, instruments and
documents necessary for the Agent to obtain control of such additional
securities within the meaning of the STA;  (c)the
Pledgor shall promptly notify the Pledgor of any Lien or other claim made or
asserted against any of the Pledged Securities and shall use commercially
reasonable efforts to defend the Agents security interest in the Pledged
Securities against the claims and demands of all other Persons including any
adverse claims as defined in the STA;  (d)the
Pledgor will have good title to any other shares or assets that become Pledged
Securities subject only to the security interest created by this Agreement and
the Security Agreement;  (e)the
Pledgor shall not grant a security interest or any other Lien in the Pledged
Securities to any other Person other than the Agent;  (f)the
Pledgor shall forthwith notify the Agent of any change of jurisdiction
(including a change in the jurisdiction of incorporation or organization),
name, registered office, head office, chief executive office or principal place
of business of the Pledgor or an Issuer; and  (g)the
Pledgor shall not:  (i)deliver
any Pledged Securities that constitute uncertificated securities to any Person
other than the Agent; or  8


(ii)consent
to any agreement whereby any Issuer agrees to comply with instructions that are
originated by any Person other than the Agent in respect of any Pledged
Securities that constitute uncertificated securities.  ARTICLE 5DEFAULT AND REMEDIES  5.1Rights
and Remedies  Upon the occurrence of an Event of Default
which is continuing, the security interest created by this Agreement shall
immediately become enforceable and, to the extent permitted by Applicable Law,
the Agent may take any one or more of the following actions:  (a)realize
upon and dispose of all or part of the Pledged Securities by private sale,
public sale or otherwise upon such conditions as the Agent may determine, and
apply and, subject to the Credit Agreement, allocate any proceeds arising from
the realization of the Pledged Securities to the Obligations in any manner as
the Agent, in its absolute discretion, shall deem appropriate;  (b)irrevocably
elect to retain all or part of the Pledged Securities by giving notice to the
Pledgor;  (c)exercise
any or all of the rights and privileges attaching to the Pledged Securities and
deal with the Pledged Securities as if the Agent were the absolute owner of the
Pledged Securities (including causing the Pledged Securities to be registered
in the name of the Agent or its agent or nominee as the Agent may direct) and
collect, draw upon, receive, appropriate and sell all or any part of the
Pledged Securities;  (d)file
proofs of claims or other documents as may be necessary or desirable to have
its claim lodged in any bankruptcy, winding-up, liquidation, arrangement,
dissolution or other proceedings (voluntary or otherwise) relating to the
Pledgor;  (e)commence
legal action against the Pledgor for the difference, if any, between (i) all
amounts owing by the Pledgor in respect of the Obligations and (ii) the
proceeds received by the Agent on a disposition of the Pledged Securities;  (f)in
the Pledgors name and at the Pledgors expense, perform any and all of the
Pledgors obligations or covenants relating to the Pledged Securities and
enforce performance by any other parties of their obligations in relation to
the Pledged Securities and settle any disputes relating to the Pledged
Securities with other parties upon terms that the Agent deems appropriate, in
its discretion;  (g)appoint
any Person to be a receiver (which term shall include a receiver and manager)
of all or part of the Pledged Securities and remove any receiver and  9


appoint
another receiver (any receiver shall have the authority to do any of the acts
specified in Subsections5.1(c), (d),
(f), (h) and (i) of this Agreement and to take possession of and collect
dividends, interest, distributions and other payments payable to the Pledgor in
respect of the Pledged Securities and pay all charges in respect of the Pledged
Securities);  (h)subject
to the Credit Agreement, apply any dividends, distributions and other payments
payable to the Pledgor in respect of the Pledged Securities to the Obligations,
in any manner as the Agent, in its absolute discretion, shall deem appropriate;
or  (i)take
any other action permitted by this Agreement, by law or in equity.  5.2Sale of
Pledged Securities  Any sale pursuant to Section 5.1 may be
made, with or without any special condition as to the upset price, reserve bid,
title or evidence of title or other matter and may be made from time to time as
the Agent in its sole discretion deems appropriate, with power to vary or
rescind any sale or buy in at any public sale and resell without being
answerable for any loss. The Agent may sell the Pledged Securities for a
consideration payable by instalments either with or without taking security for
the payment of the instalments and may make and deliver to any purchaser good
and sufficient conveyances of the Pledged Securities and give receipts for the
purchase money, and the sale shall be a perpetual bar, both at law and in
equity, against the Pledgor and all those claiming an interest by, from,
through or under the Pledgor. If there is a sale pursuant to Section 5.1, the
Pledgor agrees to provide all information, certificates and consents required
under applicable securities laws or under the rules, by-laws or policies of the
exchange(s) on which any of the Pledged Securities may be listed and posted for
trading to permit the sale of the Pledged Securities in compliance with such
applicable securities laws, rules, by-laws or policies.  The Pledgor recognizes that the Agent may
be unable to effect a public sale of any or all of the Pledged Securities, or
to sell any or all of the Pledged Securities as a control block sale at more
than a stated premium to the market price of any securities forming part of
the Pledged Securities, by reason of certain provisions contained in the Securities Act (Ontario) and applicable securities laws of
other jurisdictions but may be compelled to resort to one or more private sales
to a restricted group of purchasers who will be obligated to agree, among other
things, to acquire the Pledged Securities as principal and to comply with any
other resale restrictions provided for in the Securities
Act (Ontario) and other applicable securities laws. The Pledgor
agrees that any private sale may result in prices and other terms less
favourable to the seller than if the sale were a public sale or a control block
sale and, notwithstanding such circumstances, agrees that any private sale
shall not be deemed to have been made in a commercially unreasonable manner
solely by reason of its being a private sale. The Agent shall be under no
obligation to delay a sale of any of the Pledged Securities for the period of
time necessary to permit the Issuer of the Pledged Securities to qualify the
Pledged Securities for public sale under the Securities
Act (Ontario) or under applicable securities laws of other
jurisdictions even if the Issuer would agree to do so, or to permit a
prospective purchaser to make a formal offer to all or substantially all
holders of any class of securities forming any part of the Pledged Securities.  10


5.3Secured Parties Obligations  The Agent shall not be under any
obligation, or be liable or accountable for any failure, to:  (a)enforce payment or performance of the Obligations;  (b)seize, collect, realize or obtain payment with respect to the Pledged
Securities;  (c)preserve any rights of the Agent, the Pledgor or any other Person in
respect of the Pledged Securities;  (d)exercise or exhaust any of its rights and remedies under this
Agreement or with respect to the Pledged Securities;  (e)protect the Pledged Securities from depreciating in value or
becoming worthless; and  (f)institute proceedings for any of the purposes listed above.  The Agent shall not be responsible for any
loss occasioned by:  (a)any
sale or other dealing with the Pledged Securities; or  (b)the
retention of, or failure to sell or otherwise deal with the Pledged Securities,  except as a
result of the Agents dishonesty, gross negligence, wilful misconduct or fraud.  5.4Rights and Remedies Cumulative  The Agents rights and remedies under this
Agreement shall be cumulative and not in substitution for any of the Agents
rights or remedies under the Credit Agreement, any other Loan Document or any
Eligible Hedging Agreement, at law or in equity, whether or not the Agent or
any other Secured Party has pursued or is pursuing any other rights or
remedies.  ARTICLE 6ACKNOWLEDGEMENTS BY THE PLEDGOR  6.1Acknowledgements  The Pledgor agrees:  (a)that this Agreement may be assigned in whole or in part only in
accordance with the provisions of the Credit Agreement and, in the event of any
assignment, the assignee(s) shall be entitled to all the Agents rights and
remedies, and subject to the Agents obligations, in this Agreement; and  11


(b)not to assert against the Agent or any assignee of the Agent, and
acknowledges that the Agents or any assignees rights shall not be subject to,
any claim, defense, demand, set-off or other right, whether at law or in
equity, that the Pledgor has or may have against the Agent or any assignee.  ARTICLE 7WAIVER  7.1Agent Waiver  The Agent may, at any time by notice to the
Pledgor:  (a)waive, in whole or in part, any breach of this Agreement, any Event
of Default or any of the Secured Parties rights and remedies hereunder;  (b)subject to Section 9.9, grant releases and discharges to the Pledgor
in respect of the Pledged Securities; or  (c)subject to the Credit Agreement, otherwise deal with the Pledgor or
with the Pledged Securities and any security held by the Agent,  all as the Agent may see fit without
prejudice to the liability of the Pledgor to the Agent or the Agents rights
under this Agreement. The Pledgor agrees that any waiver shall not be a waiver
of any other or subsequent breach of this Agreement or Event of Default and
that any failure by the Agent to exercise any of its rights or remedies
hereunder or under any other Loan Document shall in no way affect or impair the
Agents security interest or the Agents rights and remedies hereunder or under
any other Loan Document.  ARTICLE 8POWER OF ATTORNEY  8.1Grant  Upon the occurrence and during the
continuance of an Event of Default, the Pledgor irrevocably constitutes and
appoints the Agent as the true and lawful attorney of the Pledgor with power of
substitution in the name of the Pledgor to do any and all acts and things,
complete any endorsements or registrations or execute and deliver all
agreements, documents and instruments as the Agent, acting reasonably,
considers necessary or reasonably desirable to carry out the provisions and
purposes of this Agreement or to exercise its rights and remedies hereunder. The
Pledgor ratifies and agrees to ratify all acts of any attorney taken or done in
accordance with this Section 8.1. This power of attorney being coupled with an
interest shall not be revoked or terminated by any act and shall remain in full
force and effect until this Agreement has been terminated.  12


ARTICLE 9MISCELLANEOUS  9.1Notice  Any notice, consent or approval required or
permitted to be given in connection with this Agreement shall be in writing and
shall be sufficiently given if given in accordance with the Credit Agreement.  9.2Further Assurances  The Pledgor shall do all such things and
provide all such assurances and shall provide such further documents and
instruments reasonably required by the Agent as may be necessary or desirable
to effect the purpose of this Agreement and carry out its provisions.  9.3Filings  At the request of the Agent, the Pledgor
will promptly effect all registrations, filings, recordings and all
re-registrations, re-filings and re-recordings of or in respect of this
Agreement and the security interests created hereunder in all offices in all
jurisdictions and at such times as may be necessary or reasonably desirable in
perfecting, maintaining and protecting the validity, effectiveness and priority
hereof. Notwithstanding the foregoing, the Agent is authorized, at its option,
to make such registrations, filings or recordings or such re-registrations,
re-filings or re-recordings against the Pledgor as it may reasonably deem
necessary or appropriate to perfect or secure the security interest created
hereunder.  9.4Amendments and Waivers  No amendment, supplement, modification,
waiver or termination of this Agreement and, unless otherwise specified, no
consent or approval by any party, shall be binding unless executed in writing
in accordance with Section 13.5 of the Credit Agreement. Any waiver shall
extend only to the particular circumstances described in the waiver.  9.5Attornment  Each of the parties irrevocably submits to
the non-exclusive jurisdiction of any court in the Province of Ontario for the
purposes of any legal or equitable suit, action or proceeding in connection
with this Agreement.  9.6Assignment and Enurement  This Agreement may be assigned by the Agent
in accordance with the Credit Agreement and any such assignee shall be entitled
to exercise any and all discretions, powers and rights of the Agent under this
Agreement. Except as provided in the Credit Agreement, the Pledgor may not
assign this Agreement or any of its rights or obligations under this Agreement.
All of the Agents rights under this Agreement shall enure to the benefit of
its successors (including any successor by reason of amalgamation) and assigns
and all of the Pledgors obligations under this Agreement  13


shall bind the Pledgor and its successors
(including any successor by reason of amalgamation) and permitted assigns.  9.7Statutory Waivers  To the fullest extent permitted by law, the
Pledgor waives all of the rights, benefits and protections given by the
provisions of any existing or future statute which imposes limitations upon the
powers, rights or remedies of the Secured Parties or upon the methods of
realization of security, including any seize or sue or anti-deficiency statute
or any similar provisions of any other statute.  9.8Reasonableness  The Pledgor acknowledges that the
provisions of this Agreement and, in particular, those respecting rights,
remedies and powers of the Secured Parties and any receiver against the
Pledgor, its business and any Pledged Securities upon the occurrence and during
the continuance of an Event of Default, are commercially reasonable and not
manifestly unreasonable.  9.9Termination  (a)This Agreement shall be terminated forthwith by written agreement
made between the Pledgor and the Agent upon the earlier to occur of: (i) the
date on which the Agent releases the security interest granted by the Pledgor
under this Agreement pursuant to Section 9.1(p)(vi) of the Credit Agreement,
and (ii) the date on which all of the Obligations have been fully paid or
satisfied.  (b)Notwithstanding Section 9.9(a), this Agreement shall be
automatically terminated on the date that is 30 days after the date of a Debt
Rating Upgrade, provided that a Debt Rating Downgrade has not occurred during
that period.  (c)Upon termination of this Agreement in accordance with the provisions
of this Section 9.10, the Agent shall, at the request and expense of the
Pledgor, make and do all such acts and things and execute and deliver all such
financing statements, instruments, agreements and documents as the Pledgor,
acting reasonably, considers necessary or reasonably desirable to discharge the
Security Interest, to release and discharge the Pledged Securities therefrom
and to record such release and discharge in appropriate offices of public
record.  9.10Execution and Delivery  This Agreement may be executed and
delivered by facsimile or a pdf formatted email attachment.  9.11Counterparts  This Agreement, or any amendment to it, may
be executed in multiple counterparts, each of which shall be deemed to be an
original agreement. All counterparts shall be construed together and shall
constitute one and the same agreement.  14


IN WITNESS OF WHICH the parties have executed this Agreement.   [NAME
  OF PLEDGOR]By:Name:Title:By:Name:Title:   CANADIAN
  IMPERIAL BANK OF
  COMMERCE,as AgentBy:Name:Title:By:Name:Title:


Each Corporation agrees to be bound by the
terms of this Agreement.  [CORPORATION]By:Name:Title:By:Name:Title:   [CORPORATION]By:Name:Title:By:Name:Title:


SCHEDULE A
ISSUERS  [Pledgor to complete.]  Issuer
  Name
  
  Certificate
  Number
  
  Number
  of
  Shares
  
  Class
  of Shares
  
  Percentage
  of
  Outstanding
  Shares held
  by Pledgor