Celestica Inc Sample Contracts

EXHIBIT 3.10 ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • May 3rd, 2002 • Celestica Inc • Printed circuit boards • New York
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CELESTICA INC. AND THE SUBSIDIARIES DESIGNATED HEREIN, AS BORROWERS - AND -
Credit Agreement • September 12th, 2001 • Celestica Inc • Electronic components, nec • Ontario
EXHIBIT 3.2 ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • May 22nd, 2001 • Celestica Inc • Electronic components, nec • New York
as Issuer AND
Indenture • November 17th, 2000 • Celestica Inc • Electronic components, nec • New York
BETWEEN IBM ITALIA SPA
Celestica Inc • May 22nd, 2001 • Electronic components, nec
ARTICLE II REPRESENTATIONS AND WARRANTIES OF SELLER
Stock Purchase Agreement • April 21st, 2003 • Celestica Inc • Printed circuit boards
RECITALS OF THE COMPANY
Indenture • November 14th, 2008 • Celestica Inc • Printed circuit boards • New York
ARRANGEMENT AGREEMENT
Arrangement Agreement • May 3rd, 2002 • Celestica Inc • Printed circuit boards • Ontario
AMENDED AND RESTATED STOCKHOLDER AGREEMENT
Stockholder Agreement • February 9th, 2004 • Celestica Inc • Printed circuit boards • Delaware

This AMENDED AND RESTATED STOCKHOLDER AGREEMENT is made as of February 9, 2004 (this "Agreement") by and among CELESTICA INC., a corporation organized under the laws of the Province of Ontario, Canada ("Parent"), MSL ACQUISITION SUB INC., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and Alan R. Cormier (the "Stockholder").

Exhibit 3.5 AMENDED AND RESTATED ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • May 22nd, 2001 • Celestica Inc • Electronic components, nec • New York
Subordinate Voting Shares Underwriting Agreement
Underwriting Agreement • August 3rd, 2023 • Celestica Inc • Printed circuit boards

Onex Corporation (the “Selling Shareholder”), a shareholder of Celestica Inc., an Ontario corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the “Underwriters,” which term shall also include any underwriter substituted as hereafter provided in Section 10 hereof, and to the extent there is only a single underwriter, the term “Underwriters” shall be deemed to refer to the single underwriter mutatis mutandis) an aggregate of 6,757,198 subordinate voting shares (the “Shares”) of the Company.

EXECUTIVE EMPLOYMENT AGREEMENT
Employment Agreement • March 21st, 2005 • Celestica Inc • Printed circuit boards • Ontario

CELESTICA INC., a corporation incorporated under the laws of the Province of Ontario (hereinafter called the "Corporation"),

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • March 25th, 2008 • Celestica Inc • Printed circuit boards • Ontario

CELESTICA INC., a corporation incorporated under the laws of the Province of Ontario (hereinafter called the “Corporation”),

CELESTICA INC. BUYER NEC DO BRASIL S.A. SELLER
Quota Purchase Agreement • May 22nd, 2001 • Celestica Inc • Electronic components, nec
US$250,000,000 AMENDED AND RESTATED REVOLVING TRADE RECEIVABLES PURCHASE AGREEMENT among CELESTICA INC., as Servicer and CELESTICA LLC, CELESTICA CZECH REPUBLIC S.R.O., CELESTICA HOLDINGS PTE LTD., CELESTICA VALENCIA S.A. (SOCIEDAD UNIPERSONAL),...
Collection Agency and Account Agreement • March 13th, 2015 • Celestica Inc • Printed circuit boards • Ontario

AMENDED AND RESTATED REVOLVING TRADE RECEIVABLES PURCHASE AGREEMENT (this “Agreement”), dated as of November 4, 2011 among Celestica Inc., a corporation organized and existing under the laws of the Province of Ontario, Canada (“Celestica Canada”), as delegated servicer hereunder (in such capacity, the “Servicer”), Celestica LLC, a corporation organized and existing under the laws of Delaware (“Celestica LLC”), as a Seller hereunder, Celestica Czech Republic s.r.o., a limited liability company organized and existing under the laws of the Czech Republic (“Celestica Czech Republic”), as a Seller hereunder, Celestica Holdings Pte Ltd., a limited liability company organized and existing under the laws of Singapore (“Celestica Holdings”), as a Seller hereunder, Celestica Valencia S.A., a sociedad unipersonal organized and existing under the laws of Spain (“Celestica Valencia”), as a Seller hereunder, Celestica Hong Kong Ltd., a limited liability company incorporated under the laws of Hong Ko

FIFTH AMENDED AND RESTATED REVOLVING TERM CREDIT AGREEMENT
Revolving Term Credit Agreement • March 23rd, 2010 • Celestica Inc • Printed circuit boards • Ontario

WHEREAS Celestica Inc., the Subsidiaries of Celestica Inc. designated therein as Designated Subsidiaries, CIBC World Markets, as Joint-Lead Arranger, RBC Capital Markets, as Joint-Lead Arranger and Co-Syndication Agent, Canadian Imperial Bank of Commerce as Administrative Agent, Banc of America Securities LLC, as Co-Syndication Agent and the financial institutions named therein as the Lenders are parties to a Fourth Amended and Restated Revolving Term Credit Agreement dated as of April 12, 2007 (the “Existing Credit Agreement”), which amended and restated a Third Amended and Restated Revolving Term Credit Agreement dated as of June 4, 2004 between Celestica Inc., the Subsidiaries of Celestica Inc. designated therein as Designated Subsidiaries, Canadian Imperial Bank of Commerce, as the Administrative Agent,

EMPLOYMENT AGREEMENT
Celestica Inc • March 21st, 2005 • Printed circuit boards • Ontario

WHEREAS the Corporation wishes to retain the services of the Executive to provide the services hereinafter described and the Executive wishes to provide the Executive's services to the Corporation hereinafter set forth;

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Contract
Securities Purchase and Merger Agreement • April 25th, 2019 • Celestica Inc • Printed circuit boards • Delaware

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) WOULD BE LIKELY TO CAUSE COMPETITITVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION IS DENOTED BY ASTERISKS IN BRACKETS [**].

AS BORROWERS - AND -
Revolving Term Credit Agreement • April 21st, 2003 • Celestica Inc • Printed circuit boards • Ontario
SIXTH AMENDED AND RESTATED REVOLVING TERM CREDIT AGREEMENT CELESTICA INC. AND THE SUBSIDIARIES SPECIFIED AS DESIGNATED SUBSIDIARIES HEREIN, as Borrowers - and - CANADIAN IMPERIAL BANK OF COMMERCE, as Co-Lead Arranger, Sole Bookrunner and...
Revolving Term Credit Agreement • March 24th, 2011 • Celestica Inc • Printed circuit boards • Ontario

WHEREAS Celestica Inc., the Subsidiaries of Celestica Inc. designated therein as Designated Subsidiaries, CIBC World Markets, as Co-Lead Arranger and Bookrunner, RBC Capital Markets, as Co-Lead Arranger and Co-Syndication Agent, and Canadian Imperial Bank of Commerce, as Administrative Agent, Banc of America Securities LLC, now known as Merrill Lynch Pierce Fenner & Smith Incorporated, as Co-Syndication Agent and the financial institutions named therein as the Lenders are parties to a Fifth Amended and Restated Revolving Term Credit Agreement dated as of April 7, 2009 (as amended by an Amendment to the Fifth Amended and Restated Revolving Term Credit Agreement dated as of March 10, 2010) (the “Existing Credit Agreement”) which amended and restated a Fourth Amended and Restated Revolving Term Credit Agreement dated as of April 12, 2007 between Celestica Inc., the Subsidiaries of Celestica Inc designated therein as Designated Subsidiaries, CIBC World Markets, as Joint-Lead Arranger, RBC

FIFTH AMENDMENT Dated as of December 6, 2021 to CREDIT AGREEMENT Dated as of June 27, 2018 among CELESTICA INC., CELESTICA INTERNATIONAL LP, CELESTICA (USA) INC. and CERTAIN SUBSIDIARIES OF CELESTICA INC. IDENTIFIED THEREIN, as the Borrowers,...
Credit Agreement • March 14th, 2022 • Celestica Inc • Printed circuit boards • New York

This CREDIT AGREEMENT (“Agreement”) is entered into as of June 27, 2018, among CELESTICA INC., an Ontario corporation (the “Company”), CELESTICA INTERNATIONAL LP, an Ontario limited partnership (together with the Company, the “Canadian Borrowers”), certain Non-U.S. Subsidiaries of the Company party hereto pursuant to Section 2.15 (each a “Non-U.S. Designated Borrower” and, together with the Canadian Borrowers, the “Non-U.S. Borrowers”), CELESTICA (USA) INC., a Delaware corporation (the “Initial U.S. Borrower”), certain U.S. Subsidiaries of the Company party hereto pursuant to Section 2.15 (each a “U.S. Designated Borrower” and, together with the Initial U.S. Borrower, the “U.S. Borrowers”; the U.S. Designated Borrowers together with the Non-U.S. Designated Borrowers, the “Designated Borrowers” and each, a “Designated Borrower”; the U.S. Borrowers together with the Non-U.S. Borrowers, the “Borrowers” and each a, “Borrower”), each Guarantor from time to time party hereto, each Lender fro

CREDIT AGREEMENT Dated as of June 27, 2018 among
Credit Agreement • March 11th, 2019 • Celestica Inc • Printed circuit boards • New York

This CREDIT AGREEMENT (“Agreement”) is entered into as of June 27, 2018, among CELESTICA INC., an Ontario corporation (the “Company”), CELESTICA INTERNATIONAL LP, an Ontario limited partnership (together with the Company, the “Canadian Borrowers”), certain Non-U.S. Subsidiaries of the Company party hereto pursuant to Section 2.15 (each a “Non-U.S. Designated Borrower” and, together with the Canadian Borrowers, the “Non-U.S. Borrowers”), CELESTICA (USA) INC., a Delaware corporation (the “Initial U.S. Borrower”), certain U.S. Subsidiaries of the Company party hereto pursuant to Section 2.15 (each a “U.S. Designated Borrower” and, together with the Initial U.S. Borrower, the “U.S. Borrowers”; the U.S. Designated Borrowers together with the Non-U.S. Designated Borrowers, the “Designated Borrowers” and each, a “Designated Borrower”; the U.S. Borrowers together with the Non-U.S. Borrowers, the “Borrowers” and each a, “Borrower”), each Guarantor from time to time party hereto, each Lender fro

SEVENTH AMENDMENT TO REVOLVING TRADE RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • March 24th, 2011 • Celestica Inc • Printed circuit boards • Ontario

WHEREAS the Sellers, the Servicer, Deutsche Bank, as Purchaser and the Administrative Agent are parties to a revolving trade receivables purchase agreement made as of November 23, 2005 (as amended by the First Amendment to Revolving Trade Receivables Purchase Agreement dated as of October 31, 2006, by the Second Amendment to Revolving Trade Receivables Purchase Agreement dated as of June 28, 2007, by the Third Amendment to Revolving Trade Receivables Purchase Agreement dated as of August 15, 2008, by the Fourth Amendment to Revolving Trade Receivables Purchase Agreement dated as of June 11, 2009, by the Fifth Amendment to Revolving Trade Receivables Purchase Agreement dated as of November 23, 2009 and by the Sixth Amendment to Revolving Trade Receivables Purchase Agreement dated as of April 26, 2010, the “Receivables Purchase Agreement”);

CELESTICA INC., as Company US$250,000,000 75/8% Senior Subordinated Notes Due 2013
Celestica Inc • June 27th, 2005 • Printed circuit boards • New York
EMPLOYMENT AGREEMENT
Celestica Inc • March 21st, 2005 • Printed circuit boards • Ontario

WHEREAS the Executive is Senior Vice-President and President, Memory Division of the Corporation, and the Corporation wishes to retain the services of the Executive to provide the services hereinafter described and the Executive wishes to provide the Executive's services to the Corporation as hereinafter set forth;

First Supplemental Indenture Dated as of June 16, 2004 to the Indenture Dated as of June 16, 2004
Indenture • June 17th, 2004 • Celestica Inc • Printed circuit boards • New York
FIRST AMENDMENT TO THE SECURITIES PURCHASE AND MERGER AGREEMENT
Securities Purchase and Merger Agreement • April 25th, 2019 • Celestica Inc • Printed circuit boards

THIS AMENDMENT is made as of November 9, 2018 by and among Graycliff Private Equity Partners III Parallel LP (the “Blocker Seller”), Iron Man Acquisition Inc. (“Acquiror”), and Impakt Holdings, LLC (the “Company”).

AMENDING AGREEMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
Employment Agreement • March 21st, 2005 • Celestica Inc • Printed circuit boards

CELESTICA INC., a corporation incorporated under the laws of the Province of Ontario (hereinafter called the "Corporation"),

Contract
Celestica Inc • March 14th, 2022 • Printed circuit boards

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SUCH EXCLUDED INFORMATION IS DENOTED BY ASTERISKS IN BRACKETS [**]Note: the representations and warranties contained in the following agreement have been made solely for the benefit of the parties thereto and should not be relied on by any other person. In addition, such representation and warranties: (i) have been qualified by disclosure schedules, (ii) are subject to the material standards set forth herein, which may differ from what may be considered to be material by investors, and (iii) were made only as of the date of the agreement or such other date as specified therein, Accordingly, investors and security holders should not rely on the representations and warranties as characterizations of the actual state of facts. Moreover, information concerning the subject matter of the representations and warranties may ch

EIGHTH AMENDED AND RESTATED CREDIT AGREEMENT CELESTICA INC. AND THE SUBSIDIARIES SPECIFIED AS DESIGNATED SUBSIDIARIES HEREIN, as Borrowers - and - CANADIAN IMPERIAL BANK OF COMMERCE, as Co-Lead Arranger, Sole Bookrunner and Administrative Agent - and...
Credit Agreement • June 2nd, 2015 • Celestica Inc • Printed circuit boards • Ontario

WHEREAS Celestica Inc., the Subsidiaries of Celestica Inc. designated therein as Designated Subsidiaries, Canadian Imperial Bank of Commerce, as Co-Lead Arranger, Sole Bookrunner and Administrative Agent, RBC Capital Markets, as Co-Lead Arranger and Co-Syndication Agent, Merrill Lynch Pierce Fenner & Smith Incorporated, as Co-Syndication Agent and the financial institutions named therein as the Lenders are parties to a Seventh Amended and Restated Revolving Term Credit Agreement made as of October 28, 2014 (the “Existing Credit Agreement”) which amended and restated a Sixth Amended and Restated Revolving Term Credit Agreement dated as of January 14, 2011 (as amended by an Amendment to the Sixth Amended and Restated Revolving Term Credit Agreement dated as of February 28, 2011) which amended and restated a Fifth Amended and Restated Revolving Term Credit Agreement dated as of April 7, 2009 between Celestica, Inc., the Subsidiaries of Celestica Inc. designated therein as

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