0001047469-10-002628 Sample Contracts

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,

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SERVICES AGREEMENT
Services Agreement • March 23rd, 2010 • Celestica Inc • Printed circuit boards • Ontario

This Agreement witnesses that in consideration of the respective covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties covenant and agree as follows:

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