CELESTICA INC.,
as Company

US$500,000,000

7⁷/8% Senior Subordinated Notes Due 2011

First Supplemental Indenture

Dated as of June 16, 2004

to the

Indenture

Dated as of June 16, 2004

JPMORGAN CHASE BANK,
as Trustee

        This FIRST SUPPLEMENTAL INDENTURE dated as of June 16, 2004, is by and between Celestica Inc., an Ontario corporation (the "Company") and JPMorgan Chase Bank, as trustee (the "Trustee"), to the Indenture, dated as of June 16, 2004, between the Company and the Trustee (formerly, The Chase Manhattan Bank) (the "Base Indenture" and, together with this First Supplemental Indenture, the "Indenture").

        The Company and the Trustee have heretofore executed the Base Indenture, a form of which has been filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, as Exhibit 4.1 to the Company's Registration Statement on Form F-3 (Registration No. 333-50240), providing for the issuance from time to time of debt securities of the Company.

        The Company and the Trustee are hereby supplementing the Base Indenture pursuant to the provisions of Sections 3.01 and 9.01(6) of the Base Indenture to establish the form and terms and conditions of the debt securities issued pursuant to this First Supplemental Indenture. The terms of this First Supplemental Indenture shall supplement and be incorporated in their entirety with the terms of the Base Indenture solely with respect to the debt securities issued pursuant to the this First Supplemental Indenture. To the extent any terms of this First Supplemental Indenture are contrary to or duplicative of terms contained in the Base Indenture, pursuant to Section 9.02 of the Base Indenture, the terms of this First Supplemental Indenture shall be deemed to supersede the Base Indenture solely with respect to the debt securities issued pursuant to this First Supplemental Indenture.

        The Company and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the 7⁷/8% Senior Subordinated Notes due 2011 (the "Notes") issued under this First Supplemental Indenture:

ARTICLE 1.

DEFINITIONS AND INCORPORATION BY REFERENCE

        Section 1.01. Definitions.

        So long as any of the Notes are outstanding, the following definitions shall be applicable to the Notes, shall be included as defined terms for all purposes under the Base Indenture with respect to the Notes and, to the extent inconsistent with the definitions contained in Section 1.01 of the Base Indenture, shall replace such definitions solely with respect to the Notes. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Base Indenture. For all purposes of this First Supplemental Indenture, except as otherwise expressly provided or unless the context otherwise requires:

        "2004 Restructuring" means the Company's restructuring programs publicly announced prior to the Issue Date.

        "Acquired Indebtedness" means Debt of any Person (i) which is outstanding at the time that such Person becomes a Restricted Subsidiary or is amalgamated with, or merged or consolidated with or into, the Company or a Restricted Subsidiary; or (ii) which is outstanding at the time that assets of a Person are acquired by the Company or a Restricted Subsidiary and the obligation for repayment of which is assumed by the Company or such Restricted Subsidiary in connection with the acquisition of such assets; in any such case that is not Incurred by such Person in connection with, or in contemplation of, such amalgamation, merger, consolidation or acquisition and assumption.

        "Additional Amounts" shall have the definition set forth under Section 4.19. All references in this First Supplemental Indenture to payments of principal of, premium, if any, and interest on the Notes shall be deemed to include any applicable Additional Amounts that may become payable in respect of the Notes.

        "Additional Assets" means:

        (a)   any Property (other than cash, Cash Equivalents and securities) to be owned by the Company or any Restricted Subsidiary and used in a Related Business; or

        (b)   Capital Stock of a Person that becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by the Company or another Restricted Subsidiary from any Person other than the Company or an Affiliate of the Company; provided, however, that, in the case of this clause (b), such Restricted Subsidiary is primarily engaged in a Related Business.

        "Additional Notes" means any Notes (other than Initial Notes and Notes issued under Sections 3.04, 3.05 and 3.06 of the Base Indenture and Sections 2.05 and 3.06 hereof) issued under this Indenture in accordance with Sections 2.02, 2.08 and 4.09 hereof, as part of the same series as the Initial Notes or as an additional series.

        "Affiliate" of any specified Person means:

        (a)   any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person, or


 

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