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<SEC-DOCUMENT>0000912057-01-531975.txt : 20010913
<SEC-HEADER>0000912057-01-531975.hdr.sgml : 20010913
ACCESSION NUMBER:		0000912057-01-531975
CONFORMED SUBMISSION TYPE:	F-3
PUBLIC DOCUMENT COUNT:		6
FILED AS OF DATE:		20010912

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CELESTICA INC
		CENTRAL INDEX KEY:			0001030894
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTRONIC COMPONENTS, NEC [3679]
		IRS NUMBER:				980185558
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		F-3
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-69278
		FILM NUMBER:		1735696

	BUSINESS ADDRESS:	
		STREET 1:		12 CONCORD PL
		STREET 2:		7TH FL
		CITY:			ONTARIO M3C 1V7
		STATE:			A6
		BUSINESS PHONE:		416442211
</SEC-HEADER>
<DOCUMENT>
<TYPE>F-3
<SEQUENCE>1
<FILENAME>a2054177zf-3.txt
<DESCRIPTION>FORM F-3
<TEXT>
<Page>

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 10, 2001.

                                                REGISTRATION NO. 333-
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                      -------------------------------------

                                    FORM F-3

                          Registration Statement Under
                           the Securities Act of 1933

                      -------------------------------------


                                 CELESTICA INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

ONTARIO, CANADA                                              N/A
(STATE OR OTHER JURISDICTION OF             (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)

                                12 CONCORDE PLACE
                         TORONTO, ONTARIO CANADA M3C 3R8
                                 (416) 448-5800
        (ADDRESS, INCLUDING POSTAL CODE, AND TELEPHONE NUMBER, INCLUDING
            AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                                KAYE  SCHOLER LLP
                          ATTENTION: MANAGING ATTORNEY
                    425 PARK AVENUE, NEW YORK, NEW YORK 10022
                                 (212) 836-8000
                (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
               NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
                            -------------------------

                                   COPIES TO:


       LYNN TOBY FISHER, ESQ.                     I. BERL NADLER, ESQ.
       JOEL I. GREENBERG, ESQ.                    THOMAS A. SMEE, ESQ.
           Kaye Scholer LLP                 Davies Ward Phillips & Vineberg LLP
           425 Park Avenue                      1 First Canadian Place,
        New York, N.Y. 10022                           Suite 4400
           (212) 836-8000                           Toronto, Ontario
                                                     Canada M5X 1B1
                                                     (416) 863-0900

    APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement as determined by
market conditions.
    If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
    If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. /x/
    If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration number of the earlier effective
registration statement for the same offering. / /
    If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
    If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /

                           -------------------------

                         CALCULATION OF REGISTRATION FEE

<Page>


<Table>
<Caption>
- ----------------------------------------------------------------------------------------------------------------
 Title of Each Class of                         Proposed Maximum         Proposed Maximum
    Securities to be         Amount to be      Aggregate Price Per      Aggregate Offering        Amount of
       Registered            Registered(1)         Unit(1)(2)               Price(1)(3)        Registration Fee
- ----------------------------------------------------------------------------------------------------------------
<S>                          <C>               <C>                      <C>                    <C>
Subordinate voting                --                  --                        --                    --
shares...............
- ----------------------------------------------------------------------------------------------------------------
Preference shares ...             --                  --                        --                    --
- ----------------------------------------------------------------------------------------------------------------
Debt securities......             --                  --                        --                    --
- ----------------------------------------------------------------------------------------------------------------
Warrants.............             --                  --                        --                    --
- ----------------------------------------------------------------------------------------------------------------
Total................             --                  --                  $2,557,226,208            $639,307
- ----------------------------------------------------------------------------------------------------------------
</Table>


(1) The aggregate amount of each of the subordinate voting and preference
    shares and the debt securities and the warrants to purchase subordinate
    voting shares, preference shares, debt securities or other securities and
    the aggregate offering price per unit has been omitted pursuant to
    Securities Act Release No. 6964. Reflects the offering price rather than
    the principal amount of any debt securities issued at a discount. Reflects
    the offering price equivalent in United States dollars of any debt
    securities denominated in a foreign currency.

(2) The proposed maximum offering price per unit will be determined by us
    in connection with the issuance of the subordinate voting and
    preference shares and the debt securities and the warrants to purchase
    subordinate voting shares, preference shares, debt securities or other
    securities.

(3) Estimated solely for the purpose of calculating the registration fee
    pursuant to Rule 457(o) of the Securities Act. Exclusive of accrued
    interest, if any, on the debt securities.

(4) The combined prospectus included in this registration statement includes
    $1,442,772,792 of debt securities, subordinate voting shares, preference
    shares and warrants to purchase subordinate voting shares, preference
    shares, debt securities or other securities being carried forward
    from Registration Statement No. 333-12272 and $1,000 of debt securities,
    subordinate voting shares, preference shares and warrants to purchase
    subordinate voting shares, preference shares, debt securities or other
    securities being carried forward from Registration Statement No. 333-50240;
    the amount of the registration fee set forth above does not include the
    filing fee in the amount of $360,693 associated with such securities which
    was previously paid with the earlier registration statements.

    THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OR UNTIL THIS REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.

    THE COMBINED PROSPECTUS INCLUDED IN THIS REGISTRATION STATEMENT RELATES TO
SECURITIES REGISTERED FOR ISSUANCE UNDER THIS REGISTRATION STATEMENT,
REGISTRATION STATEMENT NO. 333-12272 AND REGISTRATION STATMENT NO. 333-50240.

==============================================================================



PROSPECTUS
                                 $4,000,000,000



<Page>

                           SUBORDINATE VOTING SHARES
                               PREFERENCE SHARES
                                DEBT SECURITIES
                                    WARRANTS
                                ----------------

We will provide the specific terms of the securities we are offering in a
supplement to this prospectus. We may not use this prospectus to sell
subordinate voting shares, preference shares, debt securities or warrants to
purchase subordinate voting shares, preference shares, debt securities or other
securities unless we also give prospective investors a supplement to this
prospectus. You should read this prospectus and the supplement carefully before
you invest.

This prospectus may also be used by our shareholders to offer subordinate voting
shares. Any selling shareholders will be named in a supplement to this
prospectus.

Our shares are traded on The New York Stock Exchange and The Toronto Stock
Exchange under the symbol "CLS".

See "Risk Factors" on page 5 for information you should consider before buying
the securities.

Each prospectus supplement will describe additional risk factors. These factors
may concern the securities we are offering or our company.

                            ------------------------

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

                            ------------------------

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS OR ANY ACCOMPANYING PROSPECTUS SUPPLEMENT IS TRUTHFUL OR COMPLETE.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                            ------------------------

             The date of this prospectus is September 10, 2001

<Page>
                               TABLE OF CONTENTS

<Table>
<Caption>
                                                                PAGE
                                                              --------
<S>                                                           <C>
Special Note on Forward-Looking Statements..................         3

About this Prospectus.......................................         3

Celestica Inc...............................................         3

About the Offerings.........................................         5

Risk Factors................................................         5

Use of Proceeds.............................................        11

Consolidated Ratio of Earnings to Fixed Charges.............        11

Where You Can Find More Information.........................        12

Plan of Distribution........................................        13

Description of Capital Stock................................        14

Description of Debt Securities..............................        21

Description of Warrants.....................................        26

Legal Matters...............................................        27

Auditors....................................................        27

Indemnification.............................................        27
</Table>

    YOU SHOULD RELY ONLY ON THE INFORMATION INCORPORATED BY REFERENCE OR
PROVIDED IN THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT. WE HAVE NOT AUTHORIZED
ANYONE TO PROVIDE YOU WITH INFORMATION DIFFERENT FROM THAT CONTAINED IN THIS
PROSPECTUS. WE ARE NOT MAKING AN OFFER TO SELL, OR SEEKING OFFERS TO BUY, THESE
SECURITIES IN ANY STATE WHERE OFFERS AND SALES ARE NOT PERMITTED. YOU SHOULD NOT
ASSUME THAT THE INFORMATION CONTAINED IN THIS PROSPECTUS OR ANY PROSPECTUS
SUPPLEMENT IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT OF THOSE
DOCUMENTS.

    IN THIS PROSPECTUS, "CELESTICA," THE "COMPANY," "WE," "US" AND "OUR" REFER
TO CELESTICA INC. AND ITS SUBSIDIARIES.

                            ------------------------

    We furnish our shareholders with annual reports containing financial
statements prepared in accordance with Canadian generally accepted accounting
principles audited by our independent accountants, with a reconciliation of
those financial statements to U.S. generally accepted accounting principles. We
will make available copies of quarterly reports for each of the first three
quarters of each fiscal year containing interim unaudited consolidated financial
information.

    All dollar amounts in this prospectus are expressed in United States
dollars, except where we state otherwise. In this prospectus, unless we state
otherwise, all references to "U.S.$" or "$" are to U.S. dollars.

    Canada has no system of exchange controls. There are no Canadian
restrictions on the repatriation of capital or earnings of a Canadian public
company to non-resident investors. There are no laws of Canada or exchange
restrictions affecting the remittance of dividends, interest, royalties or
similar payments to non-resident holders of our securities, except as described
under the caption "Description of Capital Stock--Certain Canadian Federal Income
Tax Considerations."

                                       2

<Page>

                   SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS

    We include this disclosure to take advantage of the "safe harbor" provisions
of the Private Securities Litigation Reform Act of 1995.

    This prospectus (and any prospectus supplement) and the documents
incorporated by reference in this prospectus (and in any prospectus supplement)
include "forward-looking statements" within the meaning of section 27A of the
Securities Act of 1933, as amended, or the Securities Act, and section 21E of
the Securities Exchange Act of 1934, as amended, or the Exchange Act.
Forward-looking statements may be identified by the use of words like
"believes," "intends," "expects," "may," "will," "should" or "anticipates," or
the negative equivalents of those words or comparable terminology, and by
discussions of strategies that involve risks and uncertainties.

    Given the risks and uncertainties of our business, actual results may differ
materially from those expressed or implied by forward-looking statements. In
addition, we base forward-looking statements on assumptions about future events,
which may not prove to be accurate. In light of these risks, uncertainties and
assumptions, you should be aware that the forward-looking events described in
this prospectus (and in any prospectus supplement) and the documents
incorporated by reference in this prospectus (and in any prospectus supplement)
may not occur.

    We cannot assure you that our future results, levels of activity and
achievements will occur as we expect, and neither we nor any other person
assumes responsibility for the accuracy and completeness of our forward-looking
statements. We have no obligation to update or revise any forward-looking
statement, whether as a result of new information, future events or otherwise.

                             ABOUT THIS PROSPECTUS

    This prospectus is part of registration statements that we filed with the
Securities and Exchange Commission utilizing a "shelf" registration process.
Under this shelf registration process, we may offer any combination of the
securities described in this prospectus, and our shareholders may offer
subordinate voting shares, in one or more offerings up to the total dollar
amount of $4,000,000,000. This prospectus provides you with a general
description of the securities we may offer. Each time we use this prospectus, we
will provide a prospectus supplement that will contain specific information
about the securities to be sold and the terms of that offering. The prospectus
supplement may also add, update or change information contained in this
prospectus, and may identify one or more selling shareholders. It is important
for you to consider the information contained in this prospectus and any
prospectus supplement together with any additional information described under
the heading "Where You Can Find More Information" in making your investment
decision.

                                 CELESTICA INC.

    We are a leading provider of electronics manufacturing services, or EMS, to
original equipment manufacturers, or OEMs, worldwide. We are the third largest
EMS provider in the world with revenue for the year ended December 31, 2000 of
approximately $9.8 billion. We have operations in the United States, Canada,
Mexico, United Kingdom, Ireland, Italy, Thailand, China, Hong Kong, Czech
Republic, Brazil, Singapore, Malaysia and Japan. We provide a wide variety of
products and services to our customers, including manufacture, assembly and test
of complex printed circuit assemblies and full system assembly of final
products. In addition, we provide a broad range of EMS services from product
design to worldwide distribution and after-sales support.

                                       3
<Page>

    We target industry leading OEMs primarily in the computer and communications
sectors. We supply products and services to more than 50 OEMs, including the
following industry leaders:

<Table>
<S>                                                  <C>
- - Avaya Inc.                                         - International Business Machines Corporation
- - Cisco Systems Inc.                                 - Lucent Technologies Inc.
- - Dell Computer Corporation                          - Motorola, Inc.
- - EMC Corporation                                    - NEC Corporation
- - Fujitsu-ICL Systems Inc.                           - Nortel Networks Corporation
- - Hewlett-Packard Company                            - Sun Microsystems Inc.
</Table>

    The products we manufacture include, or can be found in, a wide range of
end-products, such as:

<Table>
<S>                              <C>                              <C>
- - hubs and switches              - multimedia peripherals         - switching products
- - LAN and WAN networking cards   - PBX switches                   - token ring products
- - laser printers                 - personal computers             - video broadcasting cards
- - mainframe computers            - photonic devices               - wireless base stations
- - mass storage devices           - routers                        - wireless loop systems
- - medical ultrasound devices     - scalable processors            - workstations
- - modems                         - servers
</Table>

    Our principal competitive advantages are our advanced capabilities in the
areas of technology, quality and supply chain management. We are an industry
leader in a wide range of advanced manufacturing technologies, using established
and newly emerging processes. Our state-of-the-art manufacturing facilities are
organized as customer-focused factories, which have dedicated manufacturing
lines and customer teams. This approach enhances customer satisfaction and
manufacturing flexibility. We believe our test capabilities are among the best
in the industry and enable us to produce highly reliable products, including
products that are critical to the functioning of our customers' products and
systems. Our size, geographic reach and leading expertise in supply chain
management allow us to purchase materials effectively and to deliver products to
customers faster, thereby reducing overall product costs and reducing the time
to market.

    We also believe that our highly skilled workforce gives us a distinct
competitive advantage. Through innovative compensation and broad-based employee
stock ownership, we have developed a unique entrepreneurial, participative and
team-based culture. We employ over 2,500 engineers.

    Our goal is to be the "partner of choice" in EMS. Our strategy is to:

    - maintain our leadership position in the areas of technology, quality and
      supply chain management;

    - develop profitable, strategic relationships with industry leaders
      primarily in the computer and communications sectors;

    - continually expand the range of the services we provide to OEMs;

    - diversify our customer base, serving a wide variety of end-markets;

    - selectively pursue strategic acquisitions; and

    - steadily improve our operating margins.

    Our industry is growing rapidly. EMS industry growth is being fueled by
increased outsourcing of manufacturing and related functions by OEMs worldwide
and by the growth of the overall electronics industry.

    We see numerous industry vectors that are fueling continued growth in the
EMS industry. These include:

    - the growing trend by telecommunications companies and electronics firms to
      outsource their manufacturing and divest of their manufacturing assets;

    - the impact the growth of the Internet is having on the development of
      faster and more powerful hardware, such as networking devices and servers;

    - the growing trend for Japanese-based companies to outsource manufacturing;
      and

    - the increasing number of acquisition opportunities in the area of EMS,
      including OEM divestitures.

                                       4
<Page>

    Our industry is highly fragmented. Because of the advantages of size and
geographic diversity in servicing global OEMs, our industry is poised for
significant consolidation.

    Since the beginning of 1997, we have completed 26 acquisitions. These
acquisitions have significantly enhanced our geographic reach, expanded our
customer base of leading OEMs and broadened our service offering
capabilities. We continue to seek strategic acquisitions and opportunities to
establish greenfield operations.

    Our principal executive office is located at 12 Concorde Place, Toronto,
Ontario, Canada MC3 3R8 and our telephone number is (416) 448-5800.

                              ABOUT THE OFFERINGS

    We may offer subordinate voting shares, preference shares, secured or
unsecured general obligations of our company in the form of senior or
subordinated debt securities or warrants to purchase subordinate voting shares,
preference shares, debt securities or other securities, and our shareholders may
offer subordinate voting shares.

    Debt securities will consist of bonds, debentures, notes or other secured or
unsecured evidences of indebtedness. For each type of debt security we offer,
the price and terms will be determined at or prior to the time of sale.

    These securities may be offered directly to one or more purchasers, through
agents designated from time to time, or to or through underwriters or dealers.
The names of these parties, any securities to be purchased by or through these
parties, the compensation of these parties and other special terms in connection
with the offering and sale of these securities will be detailed in the
supplement to this prospectus. Please turn to "Plan of Distribution."

                                  RISK FACTORS

    The securities being offered by this prospectus involve a degree of risk.
You should carefully consider the following risk factors and all of the other
information contained in this prospectus, in the applicable prospectus
supplement and in the additional information described under the heading "Where
You Can Get More Information" before you buy any of the securities sold pursuant
to this prospectus.

OUR OPERATING RESULTS FLUCTUATE

    Our annual and quarterly results have fluctuated in the past. The reasons
for these fluctuations may similarly affect us in the future. Our operating
results may fluctuate in the future as a result of many factors, including:

    - The volume of orders received relative to our manufacturing capacity;

    - Fluctuations in material costs and the mix in material costs versus labor
      and manufacturing overhead costs;

    - Variations in the level and timing of orders placed by a customer due to
      the customer's attempts to balance its inventory, changes in the
      customer's manufacturing strategy and variation in demand for the
      customer's products. These changes can result from life cycles of customer
      products, competitive conditions and general economic conditions; and

    - The mix of revenue derived from consignment and turnkey manufacturing
      (consignment manufacturing, where the customer purchases materials, tends
      to result in higher gross margins but lower revenue, and turnkey
      manufacturing, where we purchase materials, tends to result in lower gross
      margins but higher revenue).

                                       5
<Page>

    Any one of the following factors or combinations of these factors could also
affect our results for a financial period:

    - The level of price competition;

    - Our past experience in manufacturing a particular product;

    - The degree of automation we use in the assembly process;

    - Whether we are managing our inventories and fixed assets efficiently;

    - The timing of our expenditures in anticipation of increased sales;

    - Customer product delivery requirements and shortages of components or
      labor; and

    - The timing of, and the price we pay for, our acquisitions and related
      integration costs.

    In addition, most of our customers typically do not commit to firm
production schedules for more than 30 to 90 days in advance. Accordingly, we
cannot forecast the level of customer orders with certainty. This makes it
difficult to schedule production and maximize utilization of our manufacturing
capacity. In the past, we have been required to increase staffing, purchase
materials and incur other expenses to meet the anticipated demand of our
customers. Sometimes these anticipated orders from certain customers have failed
to materialize, and sometimes delivery schedules have been deferred as a result
of changes in the customer's business needs. On other occasions, customers have
required rapid and sudden increases in production which have placed an excessive
burden on our manufacturing capacity.

    Any of these factors or a combination of these factors could have a material
adverse effect on our results of operations.

    Historically, our fourth quarter revenue has been highest and our first
quarter revenue has been lowest. Prospective investors should not rely on
results of operations in any past period to indicate what our results will be
for any future period.

WE HAVE HAD RECENT OPERATING LOSSES

    We generated net earnings in each of the years from 1993 through 1996 and in
1999 and 2000. We recorded net losses of $6.9 million and $48.5 million in 1997
and 1998, respectively. In 1997, we incurred $13.3 million of integration costs
related to acquisitions and a $13.9 million credit loss, with these charges
totaling $27.2 million ($17.0 million after income taxes). In 1998, we incurred
$8.1 million of integration costs related to acquisitions, a $41.8 million
write-down of intellectual property and goodwill, a write-off of deferred
financing fees and debt redemption fees of $17.8 million and $5.1 million of
charges related to the acquisition of International Manufacturing Services,
Inc., or IMS, with these charges totaling $72.8 million ($56.5 million after
income taxes). We may not be profitable in future periods.

OUR RESULTS ARE AFFECTED BY CHANGES IN MATERIAL COSTS AND LIMITED AVAILABILITY
OF COMPONENTS

    Substantially all of our revenue is derived from turnkey manufacturing. In
turnkey manufacturing, we purchase directly most or all of the components we
need for production and we assemble products. We typically bear a portion of the
risk of component price changes, which could have a material adverse effect on
our gross profit margin. Our results of operations have, under past practices,
been adversely affected by substantial component price reductions. A majority of
the products we manufacture require one or more components that we order from
sole-source suppliers of these particular components. Supply shortages for a
particular component can delay production of all products using that component
or cause price increases in the services we provide. In addition, at various
times there have been industry-wide shortages of electronic components. Such
shortages, or future fluctuations in material costs, may have a material adverse
effect on our business or cause our results of operations to fluctuate from
period to period. Also, we rely on a variety of common carriers for materials
transportation and route materials through various world ports. A work stoppage,
strike or shutdown of a major port or airport could result in manufacturing and
shipping delays or expediting charges, which could have a material adverse
effect on our results of operations.

                                       6
<Page>

WE DEPEND ON CERTAIN INDUSTRIES

    Our financial performance depends on our customers' continued growth,
viability and financial stability. Our customers, in turn, substantially depend
on the growth of the computer and communications industries. These industries
are characterized by rapidly changing technologies and short product life
cycles. Recently these industries have experienced pricing and margin pressures.
These factors affecting the computer and communications industries in general,
and the impact these factors might have from time to time on our customers in
particular, could have a material adverse effect on our business.

WE DEPEND ON A LIMITED NUMBER OF CUSTOMERS

    Our two largest customers in 2000 were IBM and Sun Microsystems Inc., which
each represented more than 10% of our total 2000 revenue and collectively
represented 46% of our 2000 revenue. Our next five largest customers
collectively represented 32% of our total revenue in 2000. Our three largest
customers in 1999 were Hewlett-Packard Company, Sun Microsystems Inc. and Cisco
Systems Inc., which each represented more than 10% of our total 1999 revenue and
collectively represented 55% of our total 1999 revenue. Our next five largest
customers collectively represented 23% of our total revenue in 1999. We expect
to continue to depend upon a relatively small number of customers for a
significant percentage of our revenue.

    Generally, we do not enter into long-term supply commitments with our
customers. Instead, we bid on a project basis and have supply contracts in place
for each project. Significant reductions in sales to any of our largest
customers would have a material adverse effect on us. In addition, we generate
significant accounts receivable and inventory balances in connection with
providing manufacturing services to our customers. A customer's inability to pay
for the manufacturing services provided by us could have a material adverse
effect on our results of operations.

WE FACE RISKS DUE TO EXPANSION OF OUR OPERATIONS

    New operations, whether foreign or domestic, can require significant
start-up costs and capital expenditures. As we continue to expand our domestic
and international operations, we may not be able to successfully generate
revenue necessary to recover start-up and operating costs. The successful
operation of an acquired business requires effective communication and
cooperation between us and our new employees, including cooperation in product
development and marketing. This cooperation may not occur or a disruption in one
or more sectors of our business may result. In addition, we may not be able to
retain key technical, management, sales and other personnel of an acquired
business for any significant length of time, and we may not realize any of the
other anticipated benefits of an acquisition. Furthermore, additional
acquisitions would require investment of financial resources and may require
debt financing or dilutive equity financing. We may not consummate any
acquisitions in the future. If we do, any debt or equity financing required for
any acquisition may not be available on terms acceptable to us.

WE FACE ADDITIONAL RISKS DUE TO OUR INTERNATIONAL OPERATIONS

    During 2000, approximately 35% of our revenue was derived from locations
outside of North America. In addition, we purchased material from international
suppliers for much of our business, including our North American business. We
believe that our future growth depends in large part on our ability to increase
our business in international markets. We will continue to expand our operations
outside of North America. This expansion will require significant management
attention and financial resources. To increase international sales in subsequent
periods, we must establish additional foreign operations, hire additional
personnel and establish additional international facilities. We may not expand
or even maintain our international sales. If the revenue we generate from
foreign activities is inadequate to offset the expense of maintaining foreign
offices and activities, our profitability will be adversely affected.
International operations are subject to inherent risks, which may adversely
affect us, including:

    - Labor unrest;

    - Unexpected changes in regulatory requirements;

                                       7
<Page>

    - Tariffs and other barriers;

    - Less favorable intellectual property laws;

    - Difficulties in staffing and managing foreign sales and support
      operations;

    - Longer accounts receivable payment cycles and difficulties in collecting
      payments;

    - Changes in local tax rates and other potentially adverse tax consequences,
      including the cost of repatriation of earnings;

    - Lack of acceptance of localized products in foreign countries;

    - Burdens of complying with a wide variety of foreign laws, including
      changing import and export regulations;

    - Adverse changes in Canadian and U.S. trade policies with the other
      countries in which we maintain operations; and

    - Political instability.

    The operations we acquired in the IMS acquisition in December 1998 are
subject to significant political, economic, legal and other uncertainties in
Hong Kong, China and Thailand. Under its current leadership, the Chinese
government has instituted a policy of economic reform which has included
encouraging foreign trade and investment and greater economic decentralization.
However, the Chinese government may discontinue or change these policies, and
these policies may not be successful. Moreover, despite progress in developing
its legal system, China does not have a comprehensive and highly developed
system of laws, particularly as it related to foreign investment activities and
foreign trade. Enforcement of existing and future laws and contracts is
uncertain, and implementation and interpretation of such laws may be
inconsistent. As the Chinese legal system develops, new laws and changes to
existing laws may adversely affect foreign operations in China. While Hong Kong
has had a long history of promoting foreign investment, its incorporation into
China means that the uncertainty related to China and its policies may now also
affect Hong Kong. Thailand has also had a long history of promoting foreign
investment but it has experienced economic turmoil and a significant devaluation
of its currency in the recent past. There is a risk that this period of economic
turmoil may result in the reversal of current policies encouraging foreign
investment and trade, restrictions on the transfer of funds overseas, employee
turnover, labor unrest or other domestic economic problems that could adversely
affect us.

WE FACE FINANCIAL RISKS DUE TO FOREIGN CURRENCY FLUCTUATIONS

    The principal currencies in which we conduct our operations are U.S.
dollars, Canadian dollars, Mexican pesos, British pounds sterling, Euros and
related currencies under the European Monetary Union, Thai baht and Brazilian
real. We may sometimes enter into hedging transactions to minimize our exposure
to foreign currency and interest rate risks. Our current hedging activity is
designed to reduce the variability of our foreign currency costs and consists of
contracts to sell U.S. dollars and to purchase Canadian dollars, British pounds
sterling, Mexican pesos, Euros and Thai baht at future dates. In general, these
contracts extend for periods of less than 18 months. Our hedging transactions
may not successfully minimize foreign currency risk.

WE DEPEND ON HIGHLY SKILLED PERSONNEL

    Recruiting personnel for the EMS industry is highly competitive. We believe
that our future success will depend, in part, on our ability to continue to
attract and retain highly skilled executive, technical and management personnel.
We generally do not have employment or non-competition agreements with our
employees. To date we have been successful in recruiting and retaining
executive, managerial and technical personnel. However, the loss of services of
certain of these employees could have a material adverse effect on us.

                                       8
<Page>

WE ARE IN A HIGHLY COMPETITIVE INDUSTRY

    We are in a highly competitive industry. We compete against numerous
domestic and foreign companies. Three of our competitors, Solectron Corporation,
SCI Systems, Inc. and Flextronics International, each have annual revenues in
excess of $5 billion. We also face indirect competition from the manufacturing
operations of our current and prospective customers, which continually evaluate
the merits of manufacturing products internally rather than using EMS providers.
Some of our competitors have more geographically diversified international
operations, as well as substantially greater manufacturing, financial,
procurement, research and development and marketing resources than we have.
These competitors may create alliances and rapidly acquire significant market
share. Accordingly, our current or potential competitors may develop or acquire
services comparable or superior to those we develop, combine or merge to form
significant competitors, or adapt more quickly than we will to new technologies,
evolving industry trends and changing customer requirements. Competition could
cause price reductions, reduced profits or losses or loss of market share, any
of which could materially and adversely affect us. We may not be able to compete
successfully against current and future competitors and the competitive
pressures that we face may materially adversely affect us.

WE MAY BE UNABLE TO KEEP PACE WITH PROCESS AND TEST DEVELOPMENT CHANGE

    We continue to evaluate the advantages and feasibility of new manufacturing
processes. Our future success will depend in part upon our ability to develop
and to market manufacturing services which meet changing customer needs, to
maintain technological leadership and to successfully anticipate or respond to
technological changes in manufacturing processes in cost-effective and timely
ways. Our process and test development efforts may not be successful.

OUR CUSTOMERS MAY BE ADVERSELY AFFECTED BY RAPID TECHNOLOGICAL CHANGE

    Our customers compete in markets that are characterized by rapidly changing
technology, evolving industry standards and continuous improvements in products
and services. These conditions frequently result in short product life cycles.
Our success will depend largely on the success achieved by our customers in
developing and marketing their products. If technologies or standards supported
by our customers' products become obsolete or fail to gain widespread commercial
acceptance, our business could be materially adversely affected.

WE MAY BE UNABLE TO PROTECT OUR INTELLECTUAL PROPERTY

    We believe that certain of our proprietary intellectual property rights and
information give us a competitive advantage. Accordingly, we have taken, and
intend to continue to take, appropriate steps to protect this proprietary
information. These steps include signing non-disclosure agreements with
customers, suppliers, employees and other parties and implementing rigid
security measures. Our protection measures may not be sufficient to prevent the
misappropriation or unauthorized disclosure of our property or information.

    There is also a risk that infringement claims may be brought against us or
our customers in the future. If someone does successfully assert an infringement
claim, we may be required to spend significant time and money to develop a
manufacturing process that does not infringe upon the rights of such other
person or to obtain licenses for the technology, process or information from the
owner. We may not be successful in such development or any such licenses may not
be available on commercially acceptable terms, if at all. In addition, any
litigation could be lengthy and costly and could adversely affect us even if we
are successful in such litigation.

OUR COMPLIANCE WITH ENVIRONMENTAL LAWS COULD BE COSTLY

    Like others in similar businesses, we are subject to extensive environmental
laws and regulations in numerous jurisdictions. Our environmental policies and
practices have been designed to ensure compliance with these laws and
regulations consistent with local practice. Future developments and increasingly
stringent regulation could require us to make additional expenditures relating
to environmental matters at any of the facilities. Achieving and maintaining
compliance with present and changing future environmental laws could

                                       9

<Page>


restrict our ability to modify or expand our facilities or continue production.
This compliance could also require us to acquire costly equipment or to incur
other significant expenses.

    Some of our operating sites have a history of industrial use. Soil and
groundwater contamination have occurred at some of our facilities, including our
Toronto site. Certain environmental laws impose liability for the costs of
removal or remediation of hazardous or toxic substances on an owner, occupier or
operator of real estate, even if such person or company was not aware of or
responsible for the presence of such substances. In addition, any person or
company who arranges for the disposal or treatment of hazardous or toxic
substances at a disposal or treatment facility may be liable for the costs of
removal or remediation of such substances at such facility, whether or not the
person or company owns or operates the facility. Pursuant to these environmental
laws, from time to time we investigate, remediate and monitor soil and
groundwater contamination at certain of our operating sites and we are currently
remediating contamination at the Toronto site. Also, we may undertake limited
compliance-related activities at some of our recently acquired facilities,
particularly in Asia.

    We obtained Phase I or similar environmental assessments for most of the
manufacturing facilities that we own or lease at the time we either acquired or
leased such facilities, or reviewed recent assessments initiated by others.
Typically, these assessments include general inspections without soil sampling
or ground water analysis. The assessments have not revealed any environmental
liability that, based on current information, we believe will have a material
adverse effect on us. Nevertheless, our assessment may not reveal all
environmental liabilities and current assessments are not available for all
facilities. Consequently, there may be material environmental liabilities we are
not aware of. In addition, ongoing clean up and containment operations may not
be adequate for purposes of future laws. The conditions of our properties could
be affected in the future by the conditions of the land or operations in the
vicinity of the properties (such as the presence of underground storage tanks).
These developments and others (such as increasingly stringent environmental
laws, increasingly strict enforcement of environmental laws by governmental
authorities, or claims for damage to property or injury to persons resulting
from the environmental, health or safety impact of our operations) may cause us
to incur significant costs and liabilities that could have a material adverse
effect on us.

OUR LOAN AGREEMENTS CONTAIN RESTRICTIVE COVENANTS

    Certain of our outstanding loan agreements contain financial and operating
covenants that limit our management's discretion with respect to certain
business matters. Among other things, these covenants restrict our ability and
our subsidiaries' ability to incur additional debt, create liens or other
encumbrances, make certain payments (including dividends) and investments, sell
or otherwise dispose of assets and merge or consolidate with other entities.

OUR COMPANY IS CONTROLLED BY ONEX CORPORATION

    Onex Corporation, or Onex, owns, directly or indirectly, all of the
multiple voting shares and approximately 1.0% of the outstanding
subordinate voting shares. The number of shares owned by Onex, together with
those shares Onex has the right to vote, represent 84.9% of the voting
interest in our company and include 2.4% of the outstanding subordinate
voting shares. Accordingly, Onex exercises a controlling influence over our
business and affairs and has the power to determine all matters submitted to
a vote of our shareholders where our shares vote together as a single class.
Onex has the power to elect our directors and to approve significant
corporate transactions such as certain amendments to our articles of
incorporation, mergers, amalgamations, plans of arrangement and the sale of
all or substantially all of our assets. Onex's voting power could have the
effect of deterring or preventing a change in control of our company that
might otherwise be beneficial to our other shareholders. Under our revolving
credit facilities, if Onex ceases to control Celestica, our lenders could
demand repayment. Gerald W. Schwartz, the Chairman, President and Chief
Executive Officer of Onex and one of our directors, owns shares with a
majority of the voting rights of the shares of Onex. Mr. Schwartz, therefore,
effectively controls our affairs.

    In private placements outside of the United States, certain subsidiaries of
Onex have offered exchangeable debentures due 2025 that are exchangeable and
redeemable under certain circumstances during

                                       10
<Page>


their 25-year term for an aggregate 9,214,320 subordinate voting shares of
Celestica. In addition, 1,757,467 subordinate voting shares may be
delivered, at the option of Onex or certain persons related to Onex, to
satisfy the obligations of such persons under equity forward agreements. If
the issuers of the exchangeable debentures elect or the party to the equity
forward agreements elects to deliver solely subordinate voting shares and no
cash upon the exchange or redemption, or at maturity or acceleration, of the
debentures or the settlement of the equity forward agreements, as the case
may be, the number of shares owned by Onex, together with those shares Onex
has the right to vote, would, if such delivery had occurred on August 13, 2001,
represent in the aggregate 80% of the voting interest in our company and
1.4% of our outstanding subordinate voting shares.

POTENTIAL UNENFORCEABILITY OF CIVIL LIABILITIES AND JUDGMENTS

    We are incorporated under the laws of the Province of Ontario, Canada. Most
of our directors, controlling persons and officers and certain of the experts
named in this prospectus are residents of Canada. Also, a substantial portion of
our assets and the assets of these persons are located outside of the United
States. As a result, it may be difficult for shareholders to initiate a lawsuit
within the United States against these non-U.S. residents, or to enforce
judgments in the United States against us or these persons which are obtained in
a U.S. court. It may also be difficult for shareholders to enforce a U.S.
judgment in Canada or to succeed in a lawsuit in Canada based only on U.S.
securities laws.

                                USE OF PROCEEDS

    Unless we tell you otherwise in an accompanying prospectus supplement, we
will use the net proceeds from the sale of the securities for general corporate
purposes. From time to time we evaluate the acquisition of businesses, products
and technologies and a portion of the net proceeds may be used for such
acquisitions. We will not receive any proceeds from the sale of subordinate
voting shares by any selling shareholders.

                CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES

    This table sets forth our consolidated ratio of earnings to fixed charges
for the periods indicated:

<Table>
<Caption>
                                                                       FISCAL YEAR ENDED DECEMBER 31,
                                                            ----------------------------------------------------
                                                              1996       1997       1998       1999       2000
                                                            --------   --------   --------   --------   --------
<S>                                                         <C>        <C>        <C>        <C>        <C>
Ratio of earnings to fixed charges (unaudited) (1)(2) ....    4.30x      0.90x      0.07x      5.05x      9.27x
Deficiency of earnings available to cover fixed charges
  ($millions).............................................       --     $  4.7     $ 50.5         --         --
</Table>

- ------------------------

(1) For the purposes of calculating the ratio of earnings to fixed charges and
    the deficiency, if any, of earnings available to cover fixed charges,
    (i) "earnings" means the sum of (a) income before taxes and (b) fixed
    charges during the period and (ii) "fixed charges" means the sum of
    (a) interest expensed, (b) amortized premiums, discounts and capitalized
    expenses related to indebtedness and (c) an estimate of the interest
    included in rental expense. The ratio of earnings to fixed charges is
    calculated by dividing earnings by fixed charges. Celestica has not
    capitalized interest during any of the periods reflected in the table. These
    computations include Celestica and our subsidiaries.

(2) In August 2000, we issued 20-year Liquid Yield Option(TM) Notes
    ("LYONs") with an aggregate principal amount at maturity of
    U.S.$1,813,550,000. We have recorded the LYONs as an equity instrument
    pursuant to Canadian GAAP. In accordance with Canadian GAAP, the LYONs are
    bifurcated into a principal equity component (representing the present
    value of the notes) and an option component (representing the value of the
    conversion features of the notes). The principal equity component is
    accreted over the 20-year term through periodic charges to retained
    earnings. The ratio of earnings to fixed charges set out in this prospectus
    has been calculated without including the carrying charges for the LYONs
    in the calculation of our interest obligations. If the LYONs were recorded
    as debt, the carrying charges for the LYONs would be included in the
    calculation of our interest obligations, and our ratio of earnings to
    fixed charges for the fiscal year ended December 31, 2000 would have
    been 7.10x.

If we use this prospectus to offer debt securities or preference shares, the
prospectus supplement will include a ratio of earnings to fixed charges or a
ratio of combined fixed charges and preference dividends to earnings, as
appropriate.

                                       11

<Page>
                      WHERE YOU CAN FIND MORE INFORMATION

    We file annual, quarterly and special reports and other information with the
Securities and Exchange Commission. In addition, Celestica files such reports
with the Canadian securities authorities (the "CSAs"). As a foreign private
issuer, Celestica is exempt from the rules and regulations under the Exchange
Act prescribing certain disclosure and procedural requirements for proxy
solicitations and, with respect to their purchases and sales of Celestica
securities, Celestica's officers, directors and principal shareholders are
exempt from the reporting and "short swing" profit recovery provisions contained
in Section 16 of the Exchange Act and the rules and regulations thereunder.

    You may read and copy any document we file at the Commission's public
reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call
the Commission at 1-800-SEC-0330 for further information on the operation of the
Commission's public reference room. You are also invited to read and copy any
reports, statements or other information that Celestica files with the CSAs at
the respective CSAs' public reference rooms. The Quebec Securities Commission's
public reference room is located in Montreal, Quebec. These Celestica filings
are also electronically available to the public over the Internet at the
Commission's World Wide Web site at http://www.sec.gov and the Canadian System
for Electronic Document Analysis and Retrieval ("SEDAR"), the Canadian
equivalent of the Commission's electronic document gathering and retrieval
system. Our subordinate voting shares are listed on The New York Stock Exchange
and The Toronto Stock Exchange under the trading symbol "CLS." You can also
obtain information about us from the New York Stock Exchange at 20 Broad Street,
New York, New York 10005.

    The Commission allows us to "incorporate by reference" the information we
file with them. This means that we can disclose important information to you
by referring you to those documents. The information incorporated by
reference is an important part of this prospectus and information that we
file later with the Commission will automatically update and supersede this
information. We incorporate by reference the documents listed below:

- -   Our Annual Report on Form 20-F for the fiscal year ended December 31,
    2000.

- -   Our Current Reports on Form 6-K filed with the Commission on May 25,
    2001, June 4, 2001, June 22, 2001, July 20, 2001, August 3, 2001 and
    August 9, 2001.

- -   The description of our subordinate voting shares contained in our
    Registration Statement on Form 8-A filed with the Commission on
    June 9, 1998, and any amendment or report filed for the purpose of
    updating that description.

We also incorporate by reference any future filings we make with the
Commission under the Exchange Act on Form 20-F, Form 40-F, Form 10-K, Form
10-Q and Form 8-K, and any Form 6-K we file in the future with the Commission
unless we state in the Form 6-K that it is not incorporated by reference into
this prospectus. Each document is incorporated by reference from the date we
file it with the Commission until we sell all of these securities.

    You may request a copy of these filings at no cost, by writing or calling us
at the following address:

    Celestica Inc.
    12 Concorde Place
    Toronto, Ontario M3C 3R8
    (416) 448-5800
    Attention: Investor Relations

    You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not authorized
anyone to provide you with different information. We are not making an offer of
these securities in any state where the offer is not permitted. You should not
assume that the information in this prospectus or any prospectus supplement is
accurate as of any date other than the date on the front of those documents.

                                       12
<Page>
                              PLAN OF DISTRIBUTION

    We may sell the securities separately or together:

    - to one or more underwriters or dealers for public offering and sale by
      them;

    - directly to investors; or

    - through agents.

    We may price any of the securities at:

    - a fixed price or prices, which may be changed from time to time;

    - market prices prevailing at the times of sale;

    - prices related to prevailing market prices; or

    - negotiated prices.

    We will describe the method of distribution of the securities in the
prospectus supplement.

BY AGENTS

    The securities may be sold through agents designated by us. Any agent
involved will be named, and any commissions payable by us to such agent will be
set forth, in the applicable prospectus supplement.

BY UNDERWRITERS OR DEALERS

    If underwriters are used in the sale, the securities will be acquired by the
underwriters for their own account and may be resold from time to time in one or
more transactions, including negotiated transactions, at a fixed public offering
price or at varying prices determined at the time of sale. The underwriter or
underwriters with respect to a particular underwritten offering of securities,
or, if an underwriting syndicate is used, the managing underwriter or
underwriters, will be set forth on the cover of the applicable prospectus
supplement. Unless otherwise set forth in the prospectus supplement relating
thereto, the obligations of the underwriters to purchase the securities will be
subject to certain conditions and the underwriters will be obligated to purchase
all of the securities if any are purchased. Any public offering price and any
discounts or concessions allowed or reallowed or paid to dealers may be changed
from time to time.

    If dealers are used, and if so specified in the applicable prospectus
supplement, we will sell such securities to the dealers as principals. The
dealers may then resell such securities to the public at varying prices to be
determined by such dealers at the time of resale. The names of the dealers and
the terms of any such transaction will be set forth in the applicable prospectus
supplement.

DIRECT SALES

    Securities may also be sold directly by us. In this case, no underwriters,
dealers or agents would be involved.

SELLING SHAREHOLDERS

    Any selling shareholder may offer subordinate voting shares using any of the
methods described above, through agents, underwriters, dealers or in direct
sales. The applicable prospectus supplement will describe the selling
shareholder's method of distribution, will name any agent, underwriter or dealer
of the selling shareholder and will describe the compensation to be paid to any
of these parties.

GENERAL INFORMATION

    We may enter into agreements with underwriters, dealers and agents that
entitle them to indemnification against certain civil liabilities, including
liabilities under the Securities Act, or to contribution with respect to
payments which the underwriters, dealers or agents may be required to make.
Underwriters,

                                       13
<Page>
dealers and agents may be customers of, may engage in transactions with, or
perform services for, us or our subsidiaries in the ordinary course of business.

    Underwriters, dealers and agents that participate in the distribution of the
securities may be underwriters as defined in the Securities Act, and any
discounts or commissions received by them from us and any profit on the resale
of the securities by them may be treated as underwriting discounts and
commissions under the Securities Act. Any underwriters, dealers or agents used
in the offer or sale of securities will be identified and their compensation
described in an applicable prospectus supplement.

                          DESCRIPTION OF CAPITAL STOCK

GENERAL

    Our authorized capital consists of an unlimited number of preference shares
issuable in series, an unlimited number of subordinate voting shares and an
unlimited number of multiple voting shares. At August 13, 2001, no preference
shares, 180,782,116 subordinate voting shares and 39,065,950 multiple voting
shares were issued and outstanding.

MULTIPLE VOTING SHARES AND SUBORDINATE VOTING SHARES

    VOTING RIGHTS

    The holders of subordinate voting shares and multiple voting shares are
entitled to notice of and to attend all meetings of shareholders and to vote at
all such meetings together as a single class, except in respect of matters where
only the holders of shares of one class or series of shares are entitled to vote
separately pursuant to applicable law. The subordinate voting shares carry one
vote per share and the multiple voting shares carry 25 votes per share.
Generally, all matters to be voted on by shareholders must be approved by a
simple majority (or, in the case of election of directors, by a plurality, and
in the case of an amalgamation or amendments to the articles of the Company, by
two-thirds) of the votes cast in respect of multiple voting shares and
subordinate voting shares held by persons present in person or by proxy, voting
together as a single class. The holders of multiple voting shares are entitled
to one vote per share held at meetings of holders of multiple voting shares at
which they are entitled to vote separately as a class.

    DIVIDENDS

    The subordinate voting shares and the multiple voting shares are entitled to
share ratably, as a single class, in any dividends declared by the board of
directors of the Company, subject to any preferential rights of any outstanding
preference shares in respect of the payment of dividends. Dividends consisting
of subordinate voting shares and multiple voting shares may be paid only as
follows: (i) subordinate voting shares may be paid only to holders of
subordinate voting shares, and multiple voting shares may be paid only to
holders of multiple voting shares; and (ii) proportionally with respect to each
outstanding subordinate voting share and multiple voting share.

    CONVERSION

    Each multiple voting share is convertible at any time at the option of the
holder thereof into one subordinate voting share.

    Multiple voting shares will be converted automatically into subordinate
voting shares upon any transfer thereof, except (i) a transfer to Onex or any
affiliate of Onex or (ii) a transfer of 100% of the outstanding multiple voting
shares to a purchaser who also has offered to purchase all of the outstanding
subordinate voting shares for a per share consideration identical to, and
otherwise on the same terms as, that offered for the multiple voting shares and
the multiple voting shares held by such purchaser thereafter shall be subject to
the provisions relating to conversion as if all references to Onex were
references to such purchaser. In addition, if (i) any holder of any multiple
voting shares ceases to be an affiliate of Onex or (ii) Onex and its affiliates
cease to have the right, in all cases, to exercise the votes attached to, or to
direct the voting of, any of the multiple voting shares held by Onex and its
affiliates, such multiple voting shares shall convert automatically into
subordinate voting shares on a one-for-one basis. For these purposes,
(i) "Onex" includes

                                       14
<Page>
any successor corporation resulting from an amalgamation, merger, arrangement,
sale of all or substantially all of its assets, or other business combination or
reorganization involving Onex, provided that such successor corporation
beneficially owns directly or indirectly all multiple voting shares beneficially
owned directly or indirectly by Onex immediately prior to such transaction and
is controlled by the same person or persons as controlled Onex prior to the
consummation of such transaction; (ii) a corporation shall be deemed to be a
subsidiary of another corporation if, but only if (a) it is controlled by that
other, or that other and one or more corporations each of which is controlled by
that other, or two or more corporations each of which is controlled by that
other, or (b) it is a subsidiary of a corporation that is that other's
subsidiary; (iii) "affiliate" means a subsidiary of Onex or a corporation
controlled by the same person or company that controls Onex; and (iv) "control"
means beneficial ownership of, or control or direction over, securities carrying
more than 50% of the votes that may be cast to elect directors if those votes,
if cast, could elect more than 50% of the directors. For these purposes, a
person is deemed to beneficially own any security which is beneficially owned by
a corporation controlled by such person.

    In addition, if at any time the number of outstanding multiple voting shares
shall represent less than 5% of the aggregate number of the outstanding multiple
voting shares and subordinate voting shares, all of the outstanding multiple
voting shares shall be automatically converted at such time into subordinate
voting shares on a one-for-one basis.

    Onex, which owns all of the outstanding multiple voting shares, has entered
into an agreement with Computershare Trust Company of Canada, as trustee for the
benefit of the holders of the subordinate voting shares, that has the effect of
preventing transactions that otherwise would deprive the holders of subordinate
voting shares of rights under applicable provincial take-over bid legislation to
which they would have been entitled in the event of a take-over bid for the
multiple voting shares if the multiple voting shares had been subordinate voting
shares.

    MODIFICATION, SUBDIVISION AND CONSOLIDATION

    Any modification to the provisions attaching to either the subordinate
voting shares or the multiple voting shares requires the separate affirmative
vote of two-thirds of the votes cast by the holders of subordinate voting shares
and multiple voting shares, respectively, voting as separate classes. The
Company may not subdivide or consolidate the subordinate voting shares or the
multiple voting shares without at the same time proportionally subdividing or
consolidating the shares of the other class.

    CREATION OF OTHER VOTING SHARES

    The Company may not create any class or series of shares, or issue any
shares of any class or series (other than subordinate voting shares) having the
right to vote generally on all matters that may be submitted to a vote of
shareholders (except matters for which applicable law requires the approval of
holders of another class or series of shares voting separately as a class or
series) without the separate affirmative vote of two-thirds of the votes cast by
the holders of the subordinate voting shares and the multiple voting shares,
respectively, voting as separate classes.

    RIGHTS ON DISSOLUTION

    With respect to a distribution of assets in the event of a liquidation,
dissolution or winding-up of the Company, whether voluntary or involuntary, or
any other distribution of the assets of the Company for the purposes of winding
up its affairs, holders of subordinate voting shares and multiple voting shares
will share ratably as a single class in assets available for distribution to
holders of subordinate voting shares and multiple voting shares after payment in
full of the amounts required to be paid to holders of preference shares,
if any.

    OTHER RIGHTS

    Neither the subordinate voting shares nor the multiple voting shares will be
redeemable nor will the holders of such shares have pre-emptive rights to
purchase additional shares.

                                       15
<Page>
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

    The following is a summary of the material Canadian federal income tax
considerations generally applicable to a person (a "U.S. Holder"), who acquires
subordinate voting shares and who, for purposes of the Income Tax Act (Canada)
(the "Canadian Tax Act") and the Canada-United States Income Tax Convention
(1980) (the "Tax Treaty"), at all relevant times, is resident in the United
States and is neither resident nor deemed to be resident in Canada, deals at
arm's length and is not affiliated with the Company, holds such subordinate
voting shares as capital property, and does not use or hold, and is not deemed
to use or hold, the subordinate voting shares in carrying on business in Canada.
Special rules, which are not discussed in this summary, may apply to a U.S.
Holder that is an insurer that carries on an insurance business in Canada and
elsewhere.

    This summary is based on the current provisions of the Tax Treaty, the
Canadian Tax Act and the regulations thereunder, all specific proposals to amend
the Canadian Tax Act or the regulations publicly announced by the Minister of
Finance (Canada) prior to the date hereof, and the Company's understanding of
the current published administrative practices of the Canada Customs and Revenue
Agency.

    This summary is not exhaustive of all possible Canadian federal income tax
considerations and, except as mentioned above, does not take into account or
anticipate any changes in law, whether by legislative, administrative or
judicial decision or action, nor does it take into account the tax legislation
or considerations of any province or territory of Canada or any jurisdiction
other than Canada.

    THIS SUMMARY IS OF A GENERAL NATURE ONLY AND IS NOT INTENDED TO BE, NOR
SHOULD IT BE CONSTRUED TO BE, LEGAL OR TAX ADVICE TO ANY PARTICULAR HOLDER, AND
NO REPRESENTATION WITH RESPECT TO THE CANADIAN FEDERAL INCOME TAX CONSEQUENCES
TO ANY PARTICULAR HOLDER IS MADE. CONSEQUENTLY, U.S. HOLDERS OF SUBORDINATE
VOTING SHARES SHOULD CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE INCOME
TAX CONSEQUENCES TO THEM HAVING REGARD TO THEIR PARTICULAR CIRCUMSTANCES.

    All amounts relevant in computing a U.S. Holder's liability under the
Canadian Tax Act are to be computed in Canadian dollars.

    TAXATION OF DIVIDENDS

    By virtue of the Canadian Tax Act and the Tax Treaty, dividends (including
stock dividends) on subordinate voting shares paid or credited or deemed to be
paid or credited to a U.S. Holder who is the beneficial owner of such dividend
will be subject to Canadian non-resident withholding tax at the rate of 15% of
the gross amount of such dividends. Under the Tax Treaty, the rate of
withholding tax on dividends is reduced to 5% if that U.S. Holder is a company
that beneficially owns at least 10% of the voting stock of the Company.
Moreover, under the Tax Treaty, dividends paid to certain religious, scientific,
literary, educational or charitable organizations that are resident in, and
exempt from tax on the dividends in, the U.S. and to certain pension
organizations that are resident in, and generally exempt from tax in, the U.S.,
are exempt from Canadian non-resident withholding tax. Provided that certain
administrative procedures are observed by such an organization, the Company
would not be required to withhold such tax from dividends paid or credited to
such organization.

    DISPOSITION OF SUBORDINATE VOTING SHARES

    A U.S. Holder will not be subject to tax under the Canadian Tax Act in
respect of any capital gain realized on the disposition or deemed disposition of
subordinate voting shares unless the subordinate voting shares constitute or are
deemed to constitute "taxable Canadian property" (as defined in the Canadian Tax
Act) (other than treaty-protected property, as defined in the Canadian Tax Act)
at the time of such disposition. Shares of a corporation resident in Canada that
are listed on a prescribed stock exchange for purposes of the Canadian Tax Act
will be "taxable Canadian property" under the Canadian Tax Act if, at any time
during the five-year period immediately preceding the disposition or deemed
disposition of the share, the non-resident, persons with whom the non-resident
did not deal at arm's length, or the non-resident together with such persons,
owned 25% or more of the issued shares of any class or series of shares of the
corporation that issued the shares. For this purpose, a person is considered to
own any shares in respect of

                                       16
<Page>
which the person has or had an option or other interest therein. Provided they
are listed on a prescribed stock exchange for purposes of the Canadian Tax Act,
subordinate voting shares acquired by a U.S. Holder generally will not be
taxable Canadian property to a U.S. Holder unless the foregoing 25% ownership
threshold applies to the U.S. Holder with respect to the Company. Even if the
subordinate voting shares are taxable Canadian property to a U.S. Holder, they
generally will be treaty-protected property if the value of such shares at the
time of disposition is not derived principally from real property situated in
Canada. Consequently, any gain realized by the U.S. Holder upon the disposition
of the subordinate voting shares generally will be exempt from tax under the
Canadian Tax Act.

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

    The following discussion describes the material United States federal income
tax consequences to United States Holders (as defined below) of subordinate
voting shares. A United States Holder is a citizen or resident of the United
States, a corporation, partnership or other entity created or organized in or
under the laws of the United States or of any political subdivision thereof, an
estate, the income of which is includible in gross income for U.S. federal
income tax purposes regardless of its source, or a trust, if either (i) a court
within the U.S. is able to exercise primary supervision over the administration
of the trust and one or more U.S. persons have the authority to control all
substantial decisions of the trust or (ii) the trust has made an election under
applicable U.S. Treasury regulations to be treated as a U.S. Person. This
summary is for general information purposes only. It does not purport to be a
comprehensive description of all of the tax considerations that may be relevant
to your decision to purchase subordinate voting shares. This summary considers
only United States Holders who will own subordinate voting shares as capital
assets within the meaning of Section 1221 of the Internal Revenue Code of 1986,
as amended (the "Internal Revenue Code"). In this context, the term "capital
assets" means, in general, assets held for investment by a taxpayer. Material
aspects of U.S. federal income tax relevant to non-United States Holders are
also discussed below.

    This discussion is based on current provisions of the Internal Revenue Code,
current and proposed Treasury regulations promulgated thereunder and
administrative and judicial decisions as of the date hereof, all of which are
subject to change, possibly on a retroactive basis. This discussion does not
address all aspects of U.S. federal income taxation that may be relevant to any
particular United States Holder based on the United States Holder's individual
circumstances. In particular, this discussion does not address the potential
application of the alternative minimum tax or U.S. federal income tax
consequences to United States Holders who are subject to special treatment,
including taxpayers who are broker-dealers or insurance companies, taxpayers who
have elected mark-to-market accounting, individual retirement and other
tax-deferred accounts, tax-exempt organizations, financial institutions or
"financial services entities," taxpayers who hold subordinate voting shares as
part of a straddle, "hedge" or "conversion transaction" with other investments,
taxpayers owning directly, indirectly or by attribution at least 10% of the
voting power of our share capital, and taxpayers whose functional currency (as
defined in Section 985 of the Internal Revenue Code) is not the U.S. dollar.

    This discussion does not address any aspect of U.S. federal gift or estate
tax or state, local or non-U.S. tax laws. Additionally, the discussion does not
consider the tax treatment of persons who hold subordinate voting shares through
a partnership or other pass-through entity. You are advised to consult your own
tax advisor with respect to the specific tax consequences to you of purchasing,
holding or disposing of the subordinate voting shares.

    TAXATION OF DIVIDENDS PAID ON SUBORDINATE VOTING SHARES

    In the event that we pay a dividend, and subject to the discussion of the
passive foreign investment company (PFIC) rules below, a United States Holder
will be required to include in gross income as ordinary income the amount of any
distribution paid on subordinate voting shares, including any Canadian taxes
withheld from the amount paid, on the date the distribution is received, to the
extent that the distribution is paid out of our current or accumulated earnings
and profits as determined for U.S. federal income tax purposes. In addition,
distributions of our current or accumulated earnings and profits will be foreign
source passive income for U.S. foreign tax credit purposes and will not qualify
for the dividends-received deduction

                                       17
<Page>
available to corporations. Distributions in excess of such earnings and profits
will be applied against and will reduce the United States Holder's tax basis in
the subordinate voting shares and, to the extent in excess of such basis, will
be treated as capital gain.

    Distributions of current or accumulated earnings and profits paid in
Canadian dollars to a United States Holder will be includible in the income of
the United States Holder in a dollar amount calculated by reference to the
exchange rate on the date the distribution is received. A United States Holder
who receives a distribution of Canadian dollars and converts the Canadian
dollars into U.S. dollars subsequent to receipt will have foreign exchange gain
or loss based on any appreciation or depreciation in the value of the Canadian
dollar against the U.S. dollar. Such gain or loss will generally be ordinary
income and loss and will generally be U.S. source gain or loss for U.S. foreign
tax credit purposes. United States Holders should consult their own tax advisors
regarding the treatment of a foreign currency gain or loss.

    United States Holders will generally have the option of claiming the amount
of any Canadian income taxes withheld either as a deduction from gross income or
as a dollar-for-dollar credit against their U.S. federal income tax liability,
subject to specified conditions and limitations. Individuals who do not claim
itemized deductions, but instead utilize the standard deduction, may not claim a
deduction for the amount of the Canadian income taxes withheld, but these
individuals generally may still claim a credit against their U.S. federal income
tax liability. The amount of foreign income taxes that may be claimed as a
credit in any year is subject to complex limitations and restrictions, which
must be determined on an individual basis by each shareholder. The total amount
of allowable foreign tax credits in any year cannot exceed the pre-credit U.S.
tax liability for the year attributable to some foreign source taxable income. A
United States Holder will be denied a foreign tax credit with respect to
Canadian income tax withheld from dividends received on subordinate voting
shares to the extent that he has not held the subordinate voting shares for at
least 16 days of the 30-day period beginning on the date which is 15 days before
the ex-dividend date or to the extent that he or she is under an obligation to
make related payments with respect to substantially similar or related property.
Instead, a deduction may be allowed. Any days during which a United States
Holder has substantially diminished his or her risk of loss on his or her
subordinate voting shares are not counted toward meeting the 16-day holding
period.

    TAXATION OF DISPOSITION OF SUBORDINATE VOTING SHARES

    Subject to the discussion of the PFIC rules below, upon the sale, exchange
or other disposition of subordinate voting shares, a United States Holder will
recognize capital gain or loss in an amount equal to the difference between his
or her adjusted tax basis in his or her shares and the amount realized on the
disposition. A United States Holder that uses the cash method of accounting
calculates the dollar value of the proceeds received on the sale date as of the
date that the sale settles, while a United States Holder who uses the accrual
method of accounting is required to calculate the value of the proceeds of the
sale as of the "trade date," unless he or she has elected to use the settlement
date to determine his or her proceeds of sale. Capital gain from the sale,
exchange or other disposition of shares held more than one year is long-term
capital gain and is eligible for a maximum 20% rate of taxation for individuals.
Special rules (and generally lower maximum rates) apply to individuals in lower
tax brackets. Further preferential tax treatment may be available for
individuals who dispose of subordinate voting shares held for over five years.
Gain or loss recognized by a United States Holder on a sale, exchange or other
disposition of subordinate voting shares generally will be treated as
U.S. source income or loss for U.S. foreign tax credit purposes. The
deductibility of a capital loss recognized on the sale, exchange or other
disposition of subordinate voting shares is subject to limitations. A United
States Holder who receives foreign currency upon disposition of subordinate
voting shares and converts the foreign currency into U.S. dollars subsequent to
receipt will have foreign exchange gain or loss based on any appreciation or
depreciation in the value of the foreign currency against the U.S. dollar.
United States Holders should consult their own tax advisors regarding the
treatment of a foreign currency gain or loss.

    TAX CONSEQUENCES IF WE ARE A PASSIVE FOREIGN INVESTMENT COMPANY

    A non-U.S. corporation will be a PFIC if, in general, either (i) 75% or more
of its gross income in a taxable year, including the pro rata share of the gross
income of any U.S. or foreign company in which it is

                                       18

<Page>
considered to own 25% or more of the shares by value, is passive income or
(ii) 50% or more of its assets in a taxable year, averaged over the year and
ordinarily determined based on fair market value and including the pro rata
share of the assets of any company in which it is considered to own 25% or more
of the shares by value, are held for the production of, or produce, passive
income. Passive income includes amounts derived by reason of the temporary
investment of funds raised in a public offering. If we were a PFIC and, a United
States Holder did not make an election to treat the company as a "qualified
electing fund" and did not make a mark-to-market election, each as described
below, then:

    - Excess distributions by us to a United States Holder would be taxed in a
      special way. "Excess distributions" are amounts received by a United
      States Holder with respect to subordinate voting shares in any taxable
      year that exceed 125% of the average distributions received by the United
      States Holder from the company in the shorter of either the three previous
      years or his or her holding period for his or her shares before the
      present taxable year. Excess distributions must be allocated ratably to
      each day that a United States Holder has held subordinate voting shares. A
      United States Holder must include amounts allocated to the current taxable
      year and to any non-PFIC years in his or her gross income as ordinary
      income for that year. A United States Holder must pay tax on amounts
      allocated to each prior taxable PFIC year at the highest rate in effect
      for that year on ordinary income and the tax is subject to an interest
      charge at the rate applicable to deficiencies for income tax.

    - The entire amount of gain that is realized by a United States Holder upon
      the sale or other disposition of shares will also be considered an excess
      distribution and will be subject to tax as described above.

    - A United States Holder's tax basis in shares that were acquired from a
      decedent will not receive a step-up to fair market value as of the date of
      the decedent's death but instead will be equal to the decedent's tax
      basis, if lower.

    The special PFIC rules will not apply to a United States Holder if the
United States Holder makes an election to treat the company as a "qualified
electing fund" in the first taxable year in which he or she owns subordinate
voting shares and if we comply with reporting requirements. Instead, a
shareholder of a qualified electing fund is required for each taxable year to
include in income a pro rata share of the ordinary earnings of the qualified
electing fund as ordinary income and a pro rata share of the net capital gain of
the qualified electing fund as long-term capital gain, subject to a separate
election to defer payment of taxes, which deferral is subject to an interest
charge. We have agreed to supply United States Holders with the information
needed to report income and gain pursuant to this election in the event that we
are classified as a PFIC. The election is made on a shareholder-by-shareholder
basis and may be revoked only with the consent of the Internal Revenue Service.
A shareholder makes the election by attaching a completed IRS Form 8621,
including the PFIC annual information statement, to a timely filed U.S. federal
income tax return. Even if an election is not made, a shareholder in a PFIC who
is a United States Holder must file a completed IRS Form 8621 every year.

    A United States Holder who owns PFIC shares that are publicly traded could
elect to mark the shares to market annually, recognizing as ordinary income or
loss each year an amount equal to the difference as of the close of the taxable
year between the fair market value of the PFIC shares and the United States
Holder's adjusted tax basis in the PFIC shares. If the mark-to-market election
were made, then the rules set forth above would not apply for periods covered by
the election. The subordinate voting shares would be treated as publicly traded
for purposes of the mark-to-market election and, therefore, such election would
be made if the Company were classified as a PFIC. A mark-to-market election is,
however, subject to complex and specific rules and requirements, and United
States Holders are strongly urged to consult their tax advisors concerning this
election if we are classified as a PFIC.

    We believe that we will not be a PFIC for 2001. Based on our current
business plan, we do not expect to become a PFIC in the foreseeable future.
These conclusions rest at least in part on factual issues, including a
determination as to value of assets and projections as to our revenue. We cannot
assure you that our actual revenues, including our revenues for the remainder of
2001, will be as projected or that a determination as to non-PFIC status would
not be challenged by the Internal Revenue Service. Moreover,

                                       19
<Page>
the tests for determining PFIC status are applied annually, and it is difficult
to make accurate predictions of future income and assets, which are relevant to
the determination as to whether we will be a PFIC in the future. A United States
Holder who holds subordinate voting shares during a period in which we are a
PFIC will be subject to the PFIC rules, even if we cease to be a PFIC, unless he
or she has made a qualifying electing fund election. If we were determined to be
a PFIC with respect to a year in which we had not thought that we would be so
treated, the information needed to enable United States Holders to make a
qualifying electing fund election would not have been provided. United States
Holders are strongly urged to consult their tax advisors about the PFIC rules,
including the consequences to them of making a mark-to-market or qualifying
electing fund elections with respect to subordinate voting shares in the event
that we are treated as a PFIC.

TAX CONSEQUENCES FOR NON-UNITED STATES HOLDERS OF SUBORDINATE VOTING SHARES

    Except as described in "Information Reporting and Back-up Withholding"
below, a non-United States Holder of subordinate voting shares will not be
subject to U.S. federal income or withholding tax on the payment of dividends
on, and the proceeds from the disposition of, subordinate voting shares unless:

    - the item is effectively connected with the conduct by the non-United
      States Holder of a trade or business in the United States and, in the case
      of a resident of a country that has a treaty with the United States, such
      item is attributable to a permanent establishment, or, in the case of an
      individual a fixed place of business, in the United States;

    - the non-United States Holder is an individual who holds the subordinate
      voting shares as a capital asset and is present in the United States for
      183 days or more in the taxable year of the disposition and does not
      qualify for an exemption; or

    - the non-United States Holder is subject to tax pursuant to the provisions
      of U.S. tax law applicable to U.S. expatriates.

INFORMATION REPORTING AND BACK-UP WITHHOLDING

    United States Holders are subject to information reporting and back-up
withholding at a rate of 30.5% (subject to adjustment in future years) on
dividends and proceeds paid from the disposition of shares, unless the United
States Holder (i) is a corporation or comes within certain other exempt
categories and demonstrates this fact when so required, or (ii) provides a
correct taxpayer identification number, certifies that it is not subject to
backup withholdings, and otherwise complies with applicable requirements of
the backup withholding rules.

    Non-United States Holders generally are not subject to information reporting
or back-up withholding with respect to dividends paid on or upon the disposition
of shares, provided in some instances that the non-United States Holder provides
a taxpayer identification number, certifies to his foreign status or otherwise
establishes an exemption.

    The amount of any back-up withholding will be allowed as a credit against
U.S. federal income tax liability and may entitle the Holder to a refund,
provided that required information is furnished to the Internal Revenue Service.

                                       20

<Page>
PREFERENCE SHARES

    Our articles permit the issuance of preference shares in series, without
further approval of shareholders. The number of preference shares of each series
and the designation, rights, privileges, restrictions and conditions attaching
to the shares of each series including, without limitation, any voting rights
(other than general voting rights), any rights to receive dividends or any terms
of redemption shall be determined by the board of directors. The holders of the
preference shares are entitled to dividends in priority to the holders of
multiple voting shares, the subordinate voting shares or other shares ranking
junior to the preference shares. With respect to a distribution of assets in the
event of a liquidation, dissolution or winding-up of the company, whether
voluntary or involuntary, or any other distribution of the assets of the company
for the purposes of winding up its affairs, the preference shares rank in
priority to the multiple voting shares, the subordinate voting shares and any
other shares ranking junior to the preference shares.

                         DESCRIPTION OF DEBT SECURITIES

GENERAL

    We may issue debt securities in one or more series under an indenture that
we will enter into with The Chase Manhattan Bank, as trustee, that will be
described in the prospectus supplement for the debt securities. The following
summary of the indenture and the debt securities is not complete. For a more
complete description, you should refer to the indenture and the terms of the
debt securities, which we have filed or which we will file with the Commission.
Please read "Where You Can Find More Information." The terms of debt securities
we offer may differ from the general information we have provided below. You
should rely only on information in the prospectus supplement if it is different
from the following information.

    References to the "issuer", "us" or "we" in this description of debt
securities mean Celestica but not any of our subsidiaries.

    The indenture does not limit the amount of debt securities we can issue
under the indenture and does not limit the amount of other indebtedness we may
incur. We may issue debt securities from time to time in separate series.

    The prospectus supplement for any series of debt securities we offer will
describe the specific terms of the debt securities and may include any of the
following:

    - the title of the debt securities

    - any limit on the aggregate principal amount of the debt securities

    - whether payment on the debt securities will be senior or subordinated to
      our other liabilities or obligations

    - whether the payment of the debt securities will be secured by any of our
      assets or guaranteed by any other person

    - the dates on which we may issue the debt securities and the date or dates
      on which we will pay the principal and any premium on the debt securities

    - whether the debt securities will bear interest, the interest rate or the
      method of determining the interest rate, the date from which interest will
      accrue, the dates on which we will pay interest and the record dates for
      interest payments

    - the place or places we will pay interest

    - whether and under what circumstances we will be required to pay any
      additional amounts with respect to the debt securities, and whether we
      will have the option to redeem the debt securities rather than pay the
      additional amounts

    - whether we will be obligated to redeem or repurchase the debt securities
      pursuant to any sinking fund or other provisions, or at the option of a
      holder

                                       21
<Page>
    - whether we may redeem the debt securities at our option

    - the denominations in which we will issue the debt securities

    - whether we will offer the debt securities at a discount and the portion of
      the principal amount that will be payable if the maturity is accelerated,
      if it is less than 100%

    - whether we will make payments on the debt securities in a foreign currency
      or currency unit other than United States dollars and whether payments
      will be payable with reference to any index or formula

    - whether we will issue the debt securities as global securities and, if so,
      the identity of the depositary for the global securities

    - whether we will issue the debt securities as bearer securities or only in
      registered form

    - any changes or additions to events of default or covenants

    - any changes or additions to the provisions for defeasance we describe
      under "Defeasance" below

    - whether the holders of any series of debt securities have special rights
      if specified events occur

    - any restrictions on the transfer or exchange of the debt securities

    - the terms for any conversion or exchange of the debt securities for any
      other securities

    - any other terms of the debt securities

    Unless we state otherwise in the applicable prospectus supplement, no holder
will have the right to require us to repurchase the debt securities and there
will be no increase in the interest rate if we become involved in a highly
leveraged transaction or there is a change of control of Celestica.

    We may issue debt securities under the indenture bearing no interest or
interest at a rate below the prevailing market rate at the time of issuance, and
offer and sell these securities at a discount below their stated principal
amount. We may also sell any of the debt securities for a foreign currency or
currency unit, and payments on the debt securities may be payable in a foreign
currency or currency unit. In any of these cases, we will describe in the
applicable prospectus supplement, any Canadian and United States federal income
tax consequences and other special considerations.

    We may issue debt securities with terms different from those of debt
securities previously issued and, without the consent of the holders thereof, we
may reopen a previous issue of a series of debt securities and issue additional
debt securities of such series (unless the reopening was restricted when such
series was created).

    Unless we state otherwise in the applicable prospectus supplement, we will
issue debt securities only in fully registered form without coupons, in
denominations of $1,000 and multiples of $1,000, and will pay only in United
States dollars. In addition, all or a portion of the debt securities of any
series may be issued in permanent registered global form which will be
exchangeable for definitive debt securities only under certain conditions. The
applicable prospectus supplement may indicate the denominations to be issued,
the procedures for payment of interest and principal and other matters. No
service charge will be made for any registration of transfer or exchange of the
debt securities, but we may, in certain instances, require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
with these transactions.

PAYMENT AND TRANSFER

    Unless we state otherwise in the prospectus supplement, we will make
payments on the debt securities at the office of the paying agent we designate
from time to time. Unless we state otherwise in the applicable prospectus
supplement, we will make payment to the persons in whose names the debt
securities are registered on the close of business on the day or days specified
by us. We will make debt securities payments in other forms at a place
designated by us and specified in the applicable prospectus supplement.

                                       22
<Page>
    Holders may transfer or exchange fully registered debt securities at the
corporate trust office of the Trustee or at any other office or agency we
maintain for these purposes, without the payment of any service charge except
for any tax or governmental charge.

GLOBAL SECURITIES

    We may issue debt securities of a series in the form of one or more global
securities which will be deposited with a depositary, or its nominee, identified
in the applicable prospectus supplement. The global securities may be in
temporary or permanent form. We will describe in the applicable prospectus
supplement the terms of any depositary arrangement and the rights and
limitations of owners of beneficial interests in any global security. We will
also describe in the applicable prospectus supplement the exchange, registration
and transfer rights relating to any global security.

MERGER, AMALGAMATION OR CONSOLIDATION

    The indenture generally permits us to amalgamate or consolidate with or
merge into any other person, and to transfer or dispose of substantially all of
our assets, so long as the resulting person is a U.S. or Canadian corporation
and assumes our obligations on the debt securities and under the indenture.

    If the resulting person assumes our obligations, we will be relieved of
those obligations except where we have transferred or disposed of our assets by
lease.

PROVISION OF FINANCIAL INFORMATION

    We will file with the trustee and mail to all holders, as their names and
addresses appear in the security register, copies of our annual report or the
information, documents and other reports that we are required to file with the
Commission pursuant to the Exchange Act. We will agree to continue to file with
the Commission and provide the trustee and holders (a) within 140 days after the
end of each fiscal year, an annual report; and (b) within 60 days after the end
of each of the first three fiscal quarters of each fiscal year, quarterly
reports even if we are no longer required to do so under the Exchange Act. The
information contained in these reports will be, at a minimum, the information
required to be provided in annual and quarterly reports by law in Canada to
security holders of a corporation with securities listed on The Toronto Stock
Exchange.

EVENTS OF DEFAULT

    When we use the term "event of default" in the indenture, we mean:

    - we fail to pay principal or any premium on any debt security of that
      series when it is due

    - we fail to pay interest or any additional amounts on any debt security of
      that series for 30 days

    - we fail to make any sinking fund payment for that series of debt
      securities for 30 days

    - we fail to comply with any of our other agreements relating to the debt
      securities or the indenture for 90 days after written notice by the
      trustee or by holders of at least 25% in aggregate principal amount of the
      outstanding debt securities

    - certain events involving our bankruptcy, insolvency or reorganization, and

    - any other event of default provided for that series of debt securities

    The prospectus supplement for a series of debt securities may include
additional events of default or changes to the events of default described
above. The trustee may withhold notice to the holders of debt securities of any
default (except in the payment of principal or interest) if it considers it in
the interests of the holders to do so.

    A default under one series of debt securities will not necessarily be a
default under another series.

                                       23
<Page>
    If an event of default for any series of debt securities occurs and
continues, the trustee or the holders of at least 25% in aggregate principal
amount of the debt securities of the series, in some cases, all affected series,
or in other cases, all series, may require us to repay immediately:

    - the entire principal of the debt securities of the series; or

    - if the debt securities are discounted securities, that portion of the
      principal as is described in the applicable prospectus supplement.

    If an event of default relates to events involving our bankruptcy,
insolvency or reorganization, the principal of all debt securities will become
immediately due and payable without any action by the trustee or any holder.
Subject to certain conditions, the holders of a majority of the aggregate
principal amount of the debt securities of the affected series can rescind this
accelerated payment requirement.

    Other than its duties in case of a default, the trustee is not obligated to
exercise any of its rights or powers under the indenture at the request, order
or direction of any holders, unless the holders offer the trustee reasonable
indemnity. If they provide this reasonable indemnity, the holders of a majority
in principal amount of any series of debt securities may, subject to certain
limitations, direct the time, method and place of conducting any proceeding or
any remedy available to the trustee, or exercising any power conferred upon the
trustee, for any series of debt securities.

    We will be required to furnish to the trustee a statement annually as to our
compliance with all conditions and covenants under the indenture and, if we are
not in compliance, we must specify any defaults.

DEFEASANCE

    When we use the term "defeasance", we mean discharge from some or all of our
obligations under the indenture. If we deposit with the trustee sufficient cash
or government securities to pay the principal, interest, any premium and any
other sums due to the stated maturity date or a redemption date of the debt
securities of a series, then at our option:

    - we will be discharged from our obligation with respect to the debt
      securities of that series, or

    - we will no longer be under any obligation to comply with certain
      restrictive covenants under the indenture, and certain events of default
      will no longer apply to us.

If this happens, the holders of the debt securities of the affected series will
not be entitled to the benefits of the indenture except for registration of
transfer and exchange of debt securities and the replacement of lost, stolen or
mutilated debt securities. These holders may look only to the deposited fund for
payment on their debt securities.

    Unless we state otherwise in the prospectus supplement, we will be required
to deliver to the trustee an opinion of counsel to the effect that the deposit
and related defeasance would not cause the holders of the debt securities to
recognize income, gain or loss for U.S. or Canadian federal or Canadian
provincial income tax purposes. If we will be discharged from our obligations
with respect to the debt securities, and not just from our covenants, the U.S.
opinion must be based upon a ruling from or published by the United States
Internal Revenue Service or a change in law to that effect.

MODIFICATION AND WAIVER

    We may modify the indenture with the consent of the holders of a majority in
aggregate principal amount of the outstanding debt securities of all series
(acting together as one class) affected by the modification. However, without
the consent of each holder affected, no modification may:

    - reduce the principal or interest rate or any obligation to pay any
      additional amounts

    - reduce the principal of an original issue discount security

    - change the place or currency of any payment

    - affect the holder's right to require us to repurchase the debt securities
      at the holder's option

                                       24
<Page>
    - impair the right of the holders to institute a suit to enforce their
      rights to payment

    - adversely affect any conversion or exchange right related to a series of
      debt securities

    - change the percentage of debt securities required to modify the indenture
      or to waive compliance with certain provisions of the indenture

    - reduce the percentage in principal amount of outstanding debt securities
      necessary to take certain actions

    The holders of a majority in principal amount of outstanding debt securities
of any series (or, in some cases, of all outstanding debt securities under the
indenture or all series affected) may waive past defaults under the indenture
and our compliance with certain restrictive provisions of the indenture.
However, these holders may not waive a default in any payment on any debt
security or compliance with a provision that cannot be modified without the
consent of each holder affected.

    We may modify the indenture without the consent of the holders to:

    - evidence our successor under the indenture

    - add to covenants for the benefit of holders

    - add events of default

    - provide for bearer securities to become registered securities under the
      indenture

    - establish the forms of the debt securities

    - appoint a successor trustee under the indenture

    - add provisions to make the defeasance or discharge of the debt securities
      as long as there is no adverse affect on the holders

    - cure any ambiguity, to cure, correct or supplement any defective or
      inconsistent provision

    - in any other manner that would not materially and adversely affect the
      interests of holders of outstanding securities

CONSENT TO JURISDICTION AND SERVICE

    Under the indenture, we have irrevocably appointed CT Corporation System,
111 8th Avenue, 13th Floor, New York, New York, as our agent for service of
process in any suit or proceeding relating to the indenture and the debt
securities and for actions brought under United States federal or state
securities laws in any United States federal or state court located in The City
of New York and we submit to such jurisdiction.

GOVERNING LAW

    The indenture and the debt securities will be governed by and construed in
accordance with the laws of the State of New York.

THE TRUSTEE

    We have appointed The Chase Manhattan Bank as the trustee under the
indenture. The trustee or its affiliates may provide banking and other services
to us in the ordinary course of their business.

    The indenture contains certain limitations on the rights of the trustee, as
long as it or any of its affiliates remains our creditor, to obtain payment of
claims in certain cases or to realize on certain property received on any claim
as security or otherwise. The trustee and its affiliates will be permitted to
engage in other transactions with us. If the trustee or any affiliate acquires
any conflicting interest and a default occurs with respect to the debt
securities, the trustee must eliminate the conflict or resign.

                                       25
<Page>
                            DESCRIPTION OF WARRANTS

    We may issue warrants to purchase subordinate voting shares, preference
shares, debt securities or other securities. We may issue warrants independently
or together with other securities, and warrants sold with other securities may
be attached to or separate from the other securities. Warrants will be issued
under one or more warrant agreements between us and a warrant agent that we will
name in the prospectus supplement.

    We have summarized selected provisions of the warrants and the warrant
agreements below. This summary is not complete. If we offer any warrants, we
will file the form of any warrant certificate and warrant agreement with the
Commission, and you should read the warrant certificate and warrant agreement
for provisions that may be important to you.

    The prospectus supplement relating to any warrants we offer will describe
the warrants and include specific terms relating to the offering. The prospectus
supplement will include some or all of the following:

    - the title of the warrants

    - the aggregate number of warrants offered

    - the designation, number and terms of the subordinate voting shares,
      preference shares, debt securities or other securities purchasable upon
      exercise of the warrants, and procedures that will result in the
      adjustment of those numbers

    - the exercise price of the warrants

    - the dates or periods during which the warrants are exercisable

    - the designation and terms of any securities with which the warrants are
      issued

    - if the warrants are issued as a unit with another security, the date on
      and after which the warrants and the other security will be separately
      transferable

    - if the exercise price is not payable in U.S. dollars, the foreign currency
      or currency unit in which the exercise price is denominated

    - any minimum or maximum amount of warrants that may be exercised at any one
      time

    - any terms, procedures and limitations relating to the transferability,
      exchange or exercise of the warrants

    - any other terms of the warrants

    Warrant certificates will be exchangeable for new warrant certificates of
different denominations at the office indicated in the prospectus supplement.
Prior to the exercise of their warrants, holders of warrants will not have any
of the rights of holders of the securities subject to the warrants.

MODIFICATIONS

    We may amend the warrant agreements and the warrants, without the consent of
the holders of the warrants, to cure any ambiguity, to cure, correct or
supplement any defective or inconsistent provision, or in any other manner that
will not materially and adversely affect the interests of holders of outstanding
warrants.

ENFORCEABILITY

    The warrant agent will act solely as our agent. The warrant agent will not
have any duty or responsibility if we default under the warrant agreements or
the warrant certificates. A warrant holder may, without the consent of the
warrant agent, enforce by appropriate legal action on its own behalf the
holder's right to exercise the holder's warrants.

                                       26
<Page>
                                 LEGAL MATTERS

    Davies Ward Phillips & Vineberg LLP, Canadian counsel for the Company, and
Kaye Scholer LLP, U.S. counsel for the Company, will issue an opinion about the
legality of the securities offered under this prospectus. As of the date of this
prospectus, certain attorneys with Davies Ward Phillips & Vineberg LLP and Kaye
Scholer LLP own, in the aggregate, less than one percent of the outstanding
subordinate voting shares. If any underwriters named in a prospectus supplement
engage their own counsel to pass upon legal matters relating to the securities,
that counsel will be named in the prospectus supplement.

                                    AUDITORS

    The auditors of the Company are KPMG LLP, Suite 500, Yonge Corporate Centre,
4120 Yonge Street, Toronto, Ontario M2P 2B8. The Celestica Consolidated
Financial Statements as of and for the years ended December 31, 1999 and 2000
have been audited by KPMG LLP, independent chartered accountants, and are
incorporated by reference herein and in the registration statement in reliance
upon the report of KPMG LLP, independent chartered accountants, incorporated by
reference herein, and upon the authority of said firm as expert in auditing and
accounting.

                                INDEMNIFICATION

    Under the BUSINESS CORPORATIONS ACT (Ontario) and pursuant to our by-laws,
we indemnify our directors or officers, former directors or officers, or a
person who acts or acted at our request as a director or officer of a
corporation of which we are or were a shareholder or creditor, and his heirs and
legal representatives, against all costs, charges and expenses, including an
amount paid to settle an action or satisfy a judgment, reasonably incurred by
him in respect of any civil, criminal or administrative action or proceeding to
which he is made a party by reason of being or having been our director or
officer or a director or officer such corporation, if (i) he acted honestly and
in good faith with a view to our best interests, and (ii) in the case of a
criminal or administrative action or proceeding that is enforced by a monetary
penalty, he had reasonable grounds for believing that his conduct was lawful.

    Insofar as indemnification for liabilities arising under the Securities Act
may be permitted, Celestica has been informed that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.

                                       27

<Page>


==================================================    ==========================
                                                             CELESTICA INC.
YOU SHOULD RELY ONLY ON THE INFORMATION
INCORPORATED BY REFERENCE OR CONTAINED IN THIS
PROSPECTUS AND THE RELATED PROSPECTUS SUPPLEMENT.
WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
OTHER INFORMATION. IF ANYONE PROVIDES YOU WITH               $4,000,000,000
DIFFERENT OR INCONSISTENT INFORMATION, YOU SHOULD
NOT RELY ON IT. WE ARE NOT MAKING AN OFFER TO SELL
THE SUBORDINATE VOTING SHARES, THE PREFERENCE
SHARES, THE DEBT SECURITIES OR THE WARRANTS IN ANY     SUBORDINATE VOTING SHARES
JURISDICTION WHERE THE OFFER OR SALE IS NOT
PERMITTED. YOU SHOULD NOT ASSUME THAT THE                   PREFERENCE SHARES
INFORMATION INCORPORATED BY REFERENCE OR CONTAINED
IN THIS PROSPECTUS OR ANY RELATED PROSPECTUS                 DEBT SECURITIES
SUPPLEMENT IS ACCURATE AS OF ANY DATE OTHER THAN
THE DATE ON THE FRONT COVER OF THIS PROSPECTUS OR              WARRANTS
THE PROSPECTUS SUPPLEMENT. OUR BUSINESS, FINANCIAL
CONDITION, RESULTS OF OPERATIONS AND PROSPECTS MAY
HAVE CHANGED SINCE THAT DATE.








                                                              PROSPECTUS






                                                           September 10, 2001



==================================================    ==========================


<Page>

PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 8.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Under the BUSINESS CORPORATIONS ACT (Ontario), the registrant may
indemnify a present or former director or officer or a person who acts or
acted at the registrant's request as a director or officer of another
corporation of which the registrant is or was a shareholder or creditor, and
his heirs and legal representatives, against all costs, charges and expenses,
including an amount paid to settle an action or satisfy a judgment,
reasonably incurred by him in respect of any civil, criminal or
administrative action or proceeding to which he is a party by reason of his
position with the registrant, and provided that the director or officer acted
honestly and in good faith with a view to the best interests of the
registrant and, in the case of a criminal or administrative action or
proceeding that is enforced by a monetary penalty, had reasonable grounds for
believing that his conduct was lawful. Such indemnification may be made in
connection with a derivative action only with court approval. A director or
officer is entitled to indemnification from the registrant as a matter of
right if he was substantially successful on the merits and fulfilled the
conditions set forth above.

     In accordance with the BUSINESS CORPORATIONS ACT (Ontario), the By-laws
of the registrant, a copy of which is filed as Exhibit 3.2 to this
registration statement, indemnify a director or officer of the registrant, a
former director or officer of the registrant, or a person who acts or acted
at the registrant's request as a director or officer of a corporation of
which the registrant is or was a shareholder or creditor, and his heirs and
legal representatives, against all costs, charges and expenses, including an
amount paid to settle an action or satisfy a judgment, reasonably incurred by
him in respect of any civil, criminal or administrative action or proceeding
to which he is made a party by reason of being or having been a director or
officer of the registrant or such corporation, if (i) he acted honestly and
in good faith with a view to the best interests of the registrant, and (ii)
in the case of a criminal or administrative action or proceeding that is
enforced by a monetary penalty, he had reasonable grounds for believing that
his conduct was lawful.

                                      II-1
<Page>


     The directors and officers of the registrant are covered by directors' and
officers' insurance policies.

     Reference is made to Item 10 for the undertakings of the registrant with
respect to indemnification for liabilities arising under the Securities Act.

ITEM 9.   EXHIBITS

(a)  EXHIBITS:

     The following exhibits have been filed as part of this registration
statement:

<Table>
<Caption>
       EXHIBIT
       NUMBER                         DESCRIPTION
       ------                         -----------
       <S>         <C>
          1.1      Form of Underwriting Agreement
          4.1      Form of  Indenture(1)
          4.2 *    Form of Supplemental Indenture
          4.3      Form of Subordinate Voting Share Certificate(2)
          4.4 *    Form of Preference Shares Certificate
          4.5 *    Form of Warrant
          4.6      Indenture, dated as of November 18, 1996, by and among
                   Celestica International Inc., Celestica, Inc., Celestica
                   Corporation, and The Chase Manhattan Bank, as Trustee
                   (including forms of the Outstanding Notes and Exchange
                   Notes)(3)
          4.7      Guarantee  Agreement,  dated as of November 18, 1996,
                   between Celestica,  Inc. and The Chase Manhattan Bank, as
                   Trustee(3)
          4.8      Guarantee Agreement, dated as of November 18,
                   1996, between Celestica Corporation and The
                   Chase Manhattan Bank, as Trustee(3)
          4.9      Supplemental   Indenture,   dated  as  of  July  7,  1998,
                   among  Celestica International Inc., Celestica Inc. and
                   The Chase Manhattan Bank, as Trustee(3)
         4.10      Supplemental  Indenture,  dated as of May 26, 2000,
                   between Celestica Inc. and The Chase Manhattan Bank, as
                   Trustee(4)
         4.11      Indenture, dated August 1, 2000, between Celestica Inc.
                   and The Chase Manhattan Bank, as Trustee (including a form
                   of the Security)(5)
         4.12      Amended and Restated Credit Agreement, dated as of June 8,
                   2001, between Celestica Inc., the subsidiaries of
                   Celestica Inc., specified therein as Designated
                   Subsidiaries, The Bank of Nova Scotia, as Administrative
                   Agent, The Bank of Nova Scotia, as Canadian  Facility
                   Agent, The Bank of Nova Scotia, as U.S. Facility Agent,
                   The Bank of Nova Scotia, as U.K. Facility Agent, the
                   financial  institutions named in  schedule  A as  Canadian
                    lenders,  the  financial  institutions  named in Schedule
                   B as U.S. lenders,  and the financial  institutions named
                   in Schedule C as U.K. lenders
</Table>

                                      II-2
<Page>

<Table>
<Caption>
       EXHIBIT
       NUMBER                         DESCRIPTION
       ------                         -----------
       <S>         <C>
          4.13     Amended and Restated Revolving Term Credit Agreement,
                   dated as of June 8, 2001, between Celestica Inc., the
                   subsidiaries of Celestica Inc., specified
                   therein as Designated Subsidiaries, The Bank of
                   Nova Scotia, as Administrative Agent, The Bank
                   of Nova Scotia, as Canadian Facility Agent, The
                   Bank of Nova Scotia, as U.S. Facility Agent,
                   The Bank of Nova Scotia, as U.K. Facility
                   Agent, the financial institutions named in
                   schedule A as Canadian lenders, the financial
                   institutions named in Schedule B as U.S.
                   lenders, and the financial institutions named
                   in Schedule C as U.K. lenders
          4.14     Four Year Revolving Term Credit Agreement, dated
                   as of July 31, 2001, among Celestica Inc. and
                   Celestica International Inc., as Borrowers, The
                   Bank of Nova Scotia, as Administrative Agent, and
                   the financial institutions named therein, as
                   Lenders
           5.1*    Opinion of Davies Ward Phillips & Vineberg LLP
          23.1     Consent of KPMG LLP, Chartered Accountants
          23.2*    Consent of Davies Ward Phillips & Vineberg LLP (contained in opinion
                   filed as Exhibit 5.1)
          24.1**   Powers of Attorney
          25.1     T-1 Statement of Eligibility and Qualification of The Chase
                   Manhattan Bank(1)
</Table>
- ----------------------

*         To be filed by amendment or by a report on Form 6-K pursuant to
          Section 601 of Regulation S-K.
**        Included on pages S-1 and S-2 of this filing.

(1)       Incorporated by reference to the Registration Statement on
          Form F-3 of Celestica Inc. filed on November 17, 2000
          (Registration No. 333-50240).
(2)       Incorporated by reference to Amendment No. 3 to the Registration
          Statement on Form F-1 of Celestica Inc. filed on June 25, 1998
          (Registration No. 333-8700).
(3)       Incorporated by reference to Amendment No. 1 to the Registration
          Statement on Form F-4 of Celestica International Inc. filed on March
          5, 1997 (Registration No. 333-6308).
(4)       Incorporated by reference to the Current Report on Form 6-K of
          Celestica Inc. filed on August 9, 2000.
(5)       Incorporated by reference to the Registration Statement on Form F-3 of
          Celestica Inc. filed on July 11, 2000 (Registration No. 333-12272).




                                      II-3


<Page>

ITEM 10.   UNDERTAKINGS

     (a)      The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

                         (i) To include any prospectus required by Section
                    10(a)(3) of the Securities Act of 1933 (the "Securities
                    Act");

                         (ii) To reflect in the prospectus any facts or events
                    arising after the effective date of this registration
                    statement (or the most recent post-effective amendment
                    thereof) which, individually or in the aggregate, represent
                    a fundamental change in the information set forth in this
                    registration statement. Notwithstanding the foregoing, any
                    increase or decrease in volume of securities offered (if the
                    total dollar value of securities offered would not exceed
                    that which was registered) and any deviation from the low or
                    high end of the estimated maximum offering range may be
                    reflected in the form of prospectus filed with the
                    Commission pursuant to Rule 424(b), if, in the aggregate,
                    the changes in volume and price represent no more than a 20%
                    change in the maximum aggregate offering price set forth in
                    the "Calculation of Registration Fee" table in the effective
                    registration statement; and

                         (iii) To include any material information with respect
                    to the plan of distribution not previously disclosed in this
                    registration statement or any material change to such
                    information in this registration statement;

PROVIDED, HOWEVER, paragraphs (i) and (ii) do not apply if the information
required to be included in the post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to section 13 or section 15(d) of the Securities Exchange
Act of 1934 ("Exchange Act") incorporated by reference in the registration
statement.

         (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (4) To file a post-effective amendment to this registration
statement to include any financial statements required by Item 8.A of Form
20-F at the start of any delayed offering or throughout a continuous offering
unless such financial statements and information are contained in periodic
reports filed with or furnished to the Commission by the registrant pursuant
to section 13 or section 15(d) of the Exchange Act and incorporated by
reference in this registration statement.

     (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act that is incorporated by reference in this registration statement
shall be deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

     (c) The undersigned registrant hereby undertakes to supplement the
prospectus, after the expiration of the subscription period, to set forth the
results of the subscription offer, the transactions by the underwriters
during the subscription period, the amount of unsubscribed securities to be
purchased by the underwriters, and the terms of any subsequent reoffering
thereof. If any public offering by the underwriters is to be made on terms
differing from those set forth on the cover page of the prospectus, a
post-effective amendment will be filed to set forth the terms of such
offering.

                                      II-4
<Page>

     (d) If the securities are to be offered at competitive bidding, the
undersigned registrant hereby undertakes (1) to use its best efforts to
distribute prior to the opening of bids, to prospective bidders,
underwriters, and dealers, a reasonable number of copies of a prospectus
which at that time meets the requirements of section 10(a) of the Securities
Act, and relating to the securities offered at competitive bidding, as
contained in this registration statement, together with any supplements
thereto, and (2) to file an amendment to this registration statement
reflecting the results of bidding, the terms of the reoffering and related
matters to the extent required by the applicable form, not later than the
first use, authorized by the registrant after the opening of bids, of a
prospectus relating to the securities offered at competitive bidding, unless
no further public offering of such securities by the registrant and no
reoffering of such securities by the purchasers is proposed to be made.

     (e) The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus
is sent or given, the latest annual report to security holders that is
incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Exchange
Act and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to
deliver, or cause to be delivered to each person to whom the prospectus
is sent or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such interim
financial information.

     (f) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the financial adjudication of such
issue.

     (g) The undersigned registrant hereby undertakes that:

         (1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4)
or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.

         (2) For the purpose of determining any liability under the
Securities Act, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

     (h) The undersigned registrant hereby undertakes to file an application
for the purpose of determining the eligibility of the trustee to act under
subsection (a) of section 310 of the Trust Indenture Act in accordance with
the rules and regulations prescribed by the Commission under section
305(b)(2) of the Trust Indenture Act.

                                      II-5


<Page>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Toronto, province of Ontario, country of Canada, on
the 10th day of September, 2001.

                                 CELESTICA INC.

                                 By:     /s/ Eugene V. Polistuk
                                         ---------------------------
                                         Eugene V. Polistuk
                                         Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
hereby authorizes and appoints Eugene V. Polistuk; Anthony P. Puppi and/or
Elizabeth DelBianco and any of them, with full power of substitution and
resubstitution, as his true and lawful attorney-in-fact, to sign and file on
his behalf, individually and in each capacity stated below, any amendments and
post-effective amendments to this registration statement, with exhibits
thereto, or any registration statement relating to the offering covered hereby
filed pursuant to Rule 462(b) under the Securities Act.

<Table>
<Caption>
         SIGNATURE                                TITLE                                     DATE
<S>                                 <C>                                               <C>
/s/ Eugene V. Polistuk              Chairman of the Board, Chief Executive            September 10, 2001
- --------------------------------    Officer and Director (Principal Executive
Eugene V. Polistuk                  Officer)



/s/ Anthony P. Puppi                Chief Financial Manager of Global Services,       September 10, 2001
- --------------------------------    Executive Vice President and Director
Anthony P. Puppi                    (Principal Financial Officer and Accounting
                                    Officer)


/s/ Anthony R. Melman
- --------------------------------    Director                                          September 10, 2001
Anthony R. Melman

/s/ Mark L. Hilson                                                                    September 10, 2001
- --------------------------------    Director
Mark L. Hilson



- --------------------------------    Director
Robert L. Crandall


- --------------------------------    Director
Richard S. Love


/s/ Roger L. Martin                                                                   September 10, 2001
- --------------------------------    Director
Roger L. Martin


/s/ Gerald W. Schwartz                                                                September 10, 2001
- --------------------------------    Director
Gerald W. Schwartz


/s/ Don Tapscott                                                                      September 10, 2001
- --------------------------------    Director
Don Tapscott

</Table>


<Page>
                            AUTHORIZED REPRESENTATIVE


     Pursuant to the requirements of Section 6(a) of the Securities Act, the
undersigned has signed this Registration Statement, solely in the capacity of
the duly authorized representative of Celestica Inc. in the United States, on
the 10th day of September, 2001.



                                            Celestica (U.S.), Inc.
                                            (Authorized U.S. Representative)


                                            By:   /s/ Thomas Tropea
                                                -------------------------------
                                                   Name: Thomas Tropea
                                                   Title: Director




                                      S-2
<Page>


EXHIBIT INDEX

<Table>
<Caption>
          EXHIBIT
          NUMBER                  DESCRIPTION
          ------                  -----------
          <S>      <C>
          1.1      Form of Underwriting Agreement
          4.1      Form of Indenture(1)
          4.2*     Form of Supplemental Indenture
          4.3      Form of Subordinate Voting Share Certificate(2)
          4.4*     Form of Preference Shares Certificate
          4.5*     Form of Warrant
          4.6      Indenture,   dated  as  of  November   18,  1996,   by
                   and  among   Celestica International Inc.,  Celestica,
                   Inc.,  Celestica  Corporation,  and The Chase Manhattan
                   Bank,  as Trustee  (including  forms of the  Outstanding
                   Notes and Exchange Notes)(3)
          4.7      Guarantee  Agreement,  dated as of November 18, 1996,
                   between Celestica,  Inc. and The Chase Manhattan Bank, as
                   Trustee(3)
          4.8      Guarantee Agreement, dated as of November 18, 1996,
                   between Celestica 4.9 Corporation and The Chase Manhattan
                   Bank, as Trustee(3)
          4.9     Supplemental   Indenture,   dated  as  of  July  7,  1998,
                   among Celestica International Inc., Celestica Inc. and
                   The Chase Manhattan Bank, as Trustee(3)
          4.10     Supplemental  Indenture,  dated as of May 26, 2000,
                   between Celestica Inc. and The Chase Manhattan Bank, as
                   Trustee(4)
          4.11     Indenture,  dated  August  1,  2000,  between  Celestica
                   Inc.  and The  Chase Manhattan Bank, as Trustee (including
                   a form of the Security) (5)
          4.12     Amended and Restated Credit Agreement, dated as of June 8,
                   2001 between  Celestica Inc., the subsidiaries of
                   Celestica Inc., specified therein as Designated
                   Subsidiaries, The Bank of Nova Scotia, as Administrative
                   Agent, The Bank of Nova Scotia, as Canadian  Facility
                   Agent, The Bank of Nova Scotia, as U.S. Facility Agent,
                   The Bank of Nova Scotia, as U.K. Facility Agent, the
                   financial  institutions named in  schedule  A as  Canadian
                    lenders,  the  financial  institutions  named in Schedule
                   B as U.S. lenders,  and the financial  institutions named
                   in Schedule C as U.K. lenders
          4.13     Amended and Restated Revolving Term Credit Agreement, dated
                   as of June 8, 2001, between Celestica Inc., the subsidiaries
                   of Celestica Inc., specified therein as Designated
                   Subsidiaries, The Bank of Nova Scotia, as Administrative
                   Agent, The Bank of Nova Scotia, as Canadian Facility
                   Agent, The Bank of Nova Scotia, as U.S. Facility Agent,
                   The Bank of Nova Scotia, as U.K. Facility Agent, the
                   financial institutions named in schedule A as Canadian
                   lenders, the financial institutions named in Schedule B as
                   U.S. lenders, and the financial institutions named in
                   Schedule C as U.K. lenders

</Table>


<Page>

<Table>
<Caption>
          EXHIBIT
          NUMBER                  DESCRIPTION
          ------                  -----------
          <S>      <C>
          4.14     Four Year Revolving Term Credit Agreement, dated
                   as of July 31, 2001, among Celestica Inc. and
                   Celestica International Inc., as Borrowers, The
                   Bank of Nova Scotia, as Administrative Agent, and
                   the financial institutions named therein, as
                   Lenders
           5.1*    Opinion of Davies Ward Phillips & Vineberg LLP
          23.1     Consent of KPMG LLP, Chartered Accountants
          23.2*    Consent of Davies Ward Phillips & Vineberg LLP (contained in opinion
                   filed as Exhibit 5.1)
          24.1**   Powers of Attorney
          25.1     T-1 Statement of Eligibility and Qualification of The
                   Chase Manhattan Bank(1)
</Table>
- --------------------

*     To be filed by amendment or by a report on Form 6-K pursuant to Section
      601 of Regulation S-K.

**    Included on pages S-1 and S-2 of this filing.

(1)   Incorporated by reference to the Registration Statement  on Form F-3 of
      Celestica Inc. filed on November 17, 2000 (Registration No. 333-50240).
(2)   Incorporated by reference to Amendment No. 3 to the Registration
      Statement on Form F-1 of Celestica Inc. filed on June 25, 1998
      (Registration No. 333-8700).
(3)   Incorporated by reference to Amendment No. 1 to the Registration
      Statement on Form F-4 of Celestica International Inc. filed on March 5,
      1997 (Registration No. 333-6308).
(4)   Incorporated by reference to the Current Report on Form 6-K of Celestica
      Inc. filed on August 9, 2000.
(5)   Incorporated by reference to the Registration Statement on Form F-3 of
      Celestica Inc. filed on July 11, 2000 (Registration No. 333-12272).



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1.1
<SEQUENCE>3
<FILENAME>a2054177zex-1_1.txt
<DESCRIPTION>EXHIBIT 1.1
<TEXT>
<PAGE>

    ========================================================================





                                 CELESTICA INC.




                     ___________ SUBORDINATE VOTING SHARES(1)




                         FORM OF UNDERWRITING AGREEMENT








Dated:   ____________



     =======================================================================



- ----------------------
(1) Appropriate changes to be made for the offer and sale of securities other
    than Subordinate Voting Shares.


<PAGE>


                                 CELESTICA INC.


                     ____________ Subordinate Voting Shares


____________             FORM OF UNDERWRITING AGREEMENT
____________                                                     ____________
____________

Ladies and Gentlemen:

                  Celestica Inc., an Ontario corporation (the "COMPANY"),
proposes to issue and sell __________ Subordinate Voting Shares (the "FIRM
SHARES") to the several Underwriters named in Schedule I hereto (the
"UNDERWRITERS"). ________ shall act as representative (the "Representative") of
the several Underwriters.

                  The Company also proposes to issue and sell to the several
Underwriters not more than an additional ___________ Subordinate Voting Shares
(the "ADDITIONAL SHARES") if and to the extent that the Representative shall
have determined to exercise, on behalf of the Underwriters, the right to
purchase such shares granted to the Underwriters in Section 2 hereof. The Firm
Shares and the Additional Shares are hereinafter collectively referred to as the
"SHARES."

                  The Subordinate Voting Shares of the Company to be outstanding
after giving effect to the sales contemplated hereby are hereinafter referred to
as the "SUBORDINATE VOTING SHARES."

                  The Company has filed with the Securities and Exchange
Commission (the "COMMISSION") a registration statement on Form F-3 (Registration
No. 333-12272) (the "FIRST REGISTRATION STATEMENT"), a registration statement on
Form F-3 (Registration No. 333-50240) (the "SECOND REGISTRATION STATEMENT") and
a registration statement on Form F-3 (Registration No. 333-__________) (the
"THIRD REGISTRATION STATEMENT") under the Securities Act of 1933, as amended
(the "SECURITIES ACT"), covering the registration of the Shares under the
Securities Act, including pursuant to Rule 429 of the Securities Act a combined
prospectus, relating to Subordinate Voting Shares, preference shares, debt
securities and warrants to purchase Subordinate Voting Shares, preference
shares, debt securities or other securities and has filed with, or transmitted
for filing to, or shall promptly hereafter file with or transmit for filing to,
the Commission a prospectus supplement (the "U.S. PROSPECTUS SUPPLEMENT")
specifically relating to the Shares pursuant to Rule 430A and Rule 424(b) under
the Securities Act. The term "REGISTRATION STATEMENT" means, collectively, the
First Registration Statement, the Second


<PAGE>


Registration Statement and the Third Registration Statement, including the
exhibits thereto, as amended to the date of this Agreement. The term "BASIC
PROSPECTUS" means the prospectus as included in the Registration Statement as
modified in accordance with Rule 430A and Rule 424(b). The term "U.S.
PROSPECTUS" means the Basic Prospectus together with the U.S. Prospectus
Supplement. The Company also has prepared and filed with the Canadian securities
regulatory authorities in all of the provinces and territories of Canada (as
amended, the "CANADIAN SECURITIES REGULATORY AUTHORITIES") pursuant to National
Instrument 44-102 of the Canadian Securities Administrators, a short form base
shelf prospectus (the "CANADIAN SHELF PROSPECTUS") and has filed with, or
transmitted for filing to, or shall promptly hereafter file with or transmit for
filing to, the Canadian Securities Regulatory Authorities a prospectus
supplement (the "CANADIAN PROSPECTUS SUPPLEMENT") specifically relating to the
Shares (in the English and French languages, as applicable) and otherwise
fulfill and comply with all Canadian Securities Laws, to the satisfaction of the
Underwriters, required to be fulfilled or complied with by the Company to enable
the Shares to be lawfully distributed in the Qualifying Provinces through the
Underwriters or any other investment dealer registered as such in the Qualifying
Provinces or exempt from such registration requirement. These requirements shall
be fulfilled in each of the Qualifying Provinces not later than 5:00 p.m.,
Toronto time, on ___________ or by such later date or dates as may be determined
by the Underwriters in their sole discretion. The term "CANADIAN PROSPECTUS"
means the Canadian Shelf Prospectus as supplemented by the Canadian Prospectus
Supplement. The U.S Prospectus and the Canadian Prospectus in the respective
forms first used to confirm sales of Shares are hereinafter collectively
referred to as the "PROSPECTUS." The U.S. Prospectus Supplement and the Canadian
Prospectus Supplement are hereinafter collectively referred to as the
"PROSPECTUS SUPPLEMENT." As used herein, the term "Prospectus" shall include the
documents, if any, incorporated by reference therein. The terms "supplement,"
"amendment" and "amend" as used herein shall include all documents deemed to be
incorporated by reference in the (i) U.S. Prospectus that are filed subsequent
to the date of the U.S. Prospectus by the Company with the Commission pursuant
to the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and
(ii) Canadian Prospectus that are filed subsequent to the date of the Canadian
Prospectus pursuant to all applicable securities laws in each of the provinces
and territories of Canada (the "QUALIFYING PROVINCES") and the respective
regulations and rules under such laws together with applicable published policy
statements of the Canadian Securities Administrators and the Canadian Securities
Regulatory Authorities (collectively, "CANADIAN SECURITIES LAWS").

      1. REPRESENTATIONS AND WARRANTIES. The Company represents and warrants to
and agrees with each of the Underwriters that:

      (a) The Registration Statement has become effective, no stop order
suspending the effectiveness of the Registration Statement is in effect, and no
proceedings for such purpose are pending before or threatened by the Commission.

      (b) (i) Each document, if any, filed or to be filed pursuant to the
Exchange Act and incorporated by reference in the U.S. Prospectus complied or
will comply when so filed in all material respects with the Exchange Act and the
applicable rules and regulations of the Commission thereunder, (ii) each part of
the Registration Statement, when such part became effective, did not contain,
and each such part, as amended or supplemented, if applicable, at all times
subsequent thereto up to and including the Closing Date will not contain any
untrue

                                       2

<PAGE>

statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading,
(iii) the Registration Statement and the U.S. Prospectus comply, and, as amended
or supplemented, if applicable, at all times subsequent thereto up to and
including the Closing Date will comply in all material respects with the
Securities Act and the applicable rules and regulations of the Commission
thereunder and (iv) the U.S. Prospectus does not contain and, as amended or
supplemented, if applicable, will not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading,
except that the representations and warranties set forth in this Section 1(b) do
not apply to statements or omissions in the Registration Statement or the U.S.
Prospectus based upon information relating to any Underwriter furnished to the
Company in writing by such Underwriter through you expressly for use therein.

      (c) The Canadian Shelf Prospectus has been filed with the Canadian
Securities Regulatory Authorities in compliance with the Canadian Securities
Laws and the Ontario Securities Commission issued a decision document under
National Policy 43-201 dated May 1, 2001 with respect to the Canadian Shelf
Prospectus evidencing the final receipts of the Canadian Securities Regulatory
Authorities therefor.

      (d) (i) All information and statements (except information relating solely
to and furnished by the Underwriters) contained in the Canadian Prospectus,
including the documents incorporated therein by reference and any other
management information circular, financial statements or material change reports
(other than confidential material change reports) filed by the Company with any
Canadian Securities Regulatory Authority after the date of the Canadian
Prospectus and prior to the termination of the distribution of the Shares, are
true and correct and contain no misrepresentation and constitute full, true and
plain disclosure of all material facts relating to the Company and the Shares;
(ii) no material fact or information has been omitted from such disclosure
(except facts or information relating solely to the Underwriters) which is
required to be stated in such disclosure or is necessary to make the statements
or information contained in such disclosure not misleading in light of the
circumstances under which they were made; and (iii) such documents comply fully
with the requirements of the Canadian Securities Laws.

      (e) The consolidated financial statements of the Company incorporated by
reference or included in the Prospectus present fairly the consolidated
financial position of the Company and its subsidiaries as of the dates indicated
and the consolidated results of operation and the consolidated changes in
financial position of the Company and its subsidiaries for the periods
specified; and such consolidated financial statements have been prepared in
conformity with generally accepted accounting principles in Canada, consistently
applied throughout the periods involved, and the audited consolidated financial
statements have been reconciled to generally accepted accounting principles in
the United States in accordance with applicable U.S. securities laws.

      (f) The Company has been duly incorporated, is validly existing under the
BUSINESS CORPORATIONS ACT (Ontario), has the corporate power and authority to
own its property and to conduct its business as described in the Prospectus and
is duly registered or qualified to transact business and is in good standing in
each jurisdiction in which the conduct of its business

                                       3


<PAGE>

or its ownership or leasing of property requires such registration or
qualification, except to the extent that the failure to be so registered or
qualified or be in good standing would not have a material adverse effect on the
business, financial condition or result of operations of the Company and its
subsidiaries, taken as a whole (a "MATERIAL ADVERSE EFFECT").

      (g) Each subsidiary of the Company has been duly incorporated, is validly
existing as a corporation in good standing under the laws of the jurisdiction of
its incorporation, has the corporate power and authority to own its property and
to conduct its business as described in the Prospectus and is duly registered or
qualified to transact business and is in good standing in each jurisdiction in
which the conduct of its business or its ownership or leasing of property
requires such registration or qualification, except to the extent that the
failure to be so registered or qualified or be in good standing would not have a
Material Adverse Effect; all of the issued shares of capital stock of each
subsidiary of the Company have been duly and validly authorized and issued, are
fully paid and non-assessable and are owned directly or indirectly by the
Company (except for directors' qualifying shares), free and clear of all liens,
encumbrances, equities or claims, except as described in the Prospectus.

      (h) The authorized capital stock of the Company conforms as to legal
matters to the description thereof contained in the Prospectus.

      (i) The outstanding Subordinate Voting Shares and Multiple Voting
Shares (as the term is used in the Prospectus) have been duly authorized and
are validly issued, fully paid and nonassessable. No person is entitled to
preemptive or similar rights to acquire any securities of the Company. Other
than options granted to employees of the Company pursuant to any existing
stock option plan of the Company or an entity acquired by the Company and
options issued to directors of the Company and the Company's Liquid Yield
Option(TM) Notes due 2020,2 there are no outstanding securities of the
Company convertible into or exchangeable for, or warrants, rights or options
to purchase from the Company, or obligations of the Company to issue, any
Subordinate Voting Shares, Multiple Voting Shares or any other class of
shares in the capital of the Company, except as set forth in the Prospectus.

      (j) The Shares have been duly authorized and, when issued and delivered
to the Underwriters against payment therefor in accordance with the terms of
this Agreement, will be validly issued, fully paid and nonassessable, and the
issuance of such Shares will not be subject to any preemptive or similar
rights.

      (k) The execution and delivery by the Company of, and the performance
by the Company of its obligations under, this Agreement will not contravene
(i) any provision of applicable law or the articles of incorporation or
bylaws of the Company; (ii) any agreement or other instrument binding upon
the Company or any of its subsidiaries; or (iii) any judgment, order or
decree of any governmental body, agency or court having jurisdiction over the
Company or any subsidiary, except, with respect to clause (ii), as would not
have a Material Adverse Effect and no consent, filing approval, authorization
or order of, or qualification with, any governmental body or agency is
required for the performance by the Company of its obligations

- --------------------
(2)  Liquid Yield Option is a trademark of Merrill Lynch & Co., Inc.

                                       4

<PAGE>

under this Agreement except the filing of the Canadian Prospectus Supplement
with the Canadian Securities Regulatory Authorities, the filing of the U.S.
Prospectus with the Commission pursuant to Rule 430A and Rule 424(b) and such
as may be required by the securities or Blue Sky laws of the various states in
connection with the offer and sale of the Shares.

      (l) The execution and delivery of this Agreement and the performance by
the Company of its obligations hereunder have been duly authorized by the
Company, and this Agreement has been duly executed and delivered by the Company
and constitutes a legal, valid and binding obligation of the Company enforceable
against the Company in accordance with its terms subject to: (i) bankruptcy,
insolvency, moratorium, reorganization and other laws affecting enforcement of
rights of creditors generally; (ii) general principles of equity, including the
qualification that equitable remedies, including, without limitation, specific
performance and injunction, may be granted only in the discretion of a court of
competent jurisdiction; (iii) the statutory and inherent powers of a Canadian
court to stay proceedings before it and to grant relief from forfeiture; (iv)
the limitation that any judgment of a Canadian court for a monetary amount will
be given in Canadian currency; (v) the limitation that the rights of indemnity,
contribution and waiver may be limited by applicable laws; and (vi) judicial
application of foreign laws or foreign governmental actions affecting creditors'
rights.

      (m) There has not occurred any material adverse change, or any development
involving a prospective material adverse change, in the condition, financial or
otherwise, or in the earnings, business or operations of the Company and its
subsidiaries, taken as a whole, from that set forth in the Prospectus (exclusive
of any amendments or supplements thereto subsequent to the date of this
Agreement).

      (n) There are no legal or governmental proceedings pending or, to the
Company's knowledge, threatened to which the Company or any of its subsidiaries
is a party or to which any of the properties of the Company or any of its
subsidiaries is subject that are required to be described in the Registration
Statement or the Prospectus and are not so described or any statutes,
regulations, contracts or other documents that are required to be described in
the Registration Statement or the Prospectus or to be filed as exhibits to the
Registration Statement that are not described or filed as required.

      (o) The Basic Prospectus filed as part of the Registration Statement as
originally filed or as part of any amendment thereto complied when so filed in
all material respects with the Securities Act and the applicable rules and
regulations of the Commission thereunder.

      (p) The Canadian Shelf Prospectus complied when filed in all material
respects with the Canadian Securities Laws.

      (q) The Company is not and, after giving effect to the offering and sale
of the Shares and the application of the proceeds thereof as described in the
Prospectus, will not be an "investment company" as such term is defined in the
Investment Company Act of 1940, as amended.

                                       5

<PAGE>

      (r) The Company and its subsidiaries (i) are in compliance with any and
all applicable foreign, federal, state, provincial, and local laws and
regulations relating to the protection of human health and safety, the
environment or hazardous or toxic substances or wastes, pollutants or
contaminants ("ENVIRONMENTAL LAWS"); (ii) have received all permits, licenses or
other approvals required of them under applicable Environmental Laws to conduct
their respective businesses; and (iii) are in compliance with all terms and
conditions of any such permit, license or approval, except where such
noncompliance with Environmental Laws, failure to receive required permits,
licenses or other approvals or failure to comply with the terms and conditions
of such permits, licenses or approvals would not, singly or in the aggregate,
have a Material Adverse Effect.

      (s) There are no costs or liabilities associated with Environmental Laws
(including, without limitation, any capital or operating expenditures required
for cleanup, closure of properties or compliance with Environmental Laws or any
permit, license or approval, any related constraints on operating activities and
any potential liabilities to third parties) which would, singly or in the
aggregate, have a Material Adverse Effect.

      (t) There are no contracts, agreements or understandings between the
Company and any person granting such person the right to require the Company to
file a registration statement under the Securities Act with respect to any
securities of the Company or to require the Company to include such securities
with the Shares registered pursuant to the Registration Statement.

      (u) Subsequent to the respective dates as of which information is given in
the Registration Statement and the Prospectus, (i) the Company and its
subsidiaries have not incurred any material liability or obligation, direct or
contingent, nor entered into any material transaction not in the ordinary course
of business; (ii) the Company has not purchased any of its outstanding capital
stock, nor declared, paid or otherwise made any dividend or distribution of any
kind on its capital stock other than ordinary and customary dividends; and (iii)
there has not been any material change in the capital stock, short-term debt or
long-term debt of the Company and its subsidiaries, except in each case as
described in the Prospectus.

      (v) The Company and its subsidiaries have good and marketable title in fee
simple to all real property owned by them and good and marketable title to all
personal property owned by them, in each case free and clear of all liens,
encumbrances and defects except such as are described in the Prospectus or such
as would not have a Material Adverse Effect; and any real property and buildings
held under lease by the Company and its subsidiaries are held by them under
valid, subsisting and enforceable leases, in each case except as described in
the Prospectus or such as would not have a Material Adverse Effect.

      (w) The Company and its subsidiaries own or possess, or can acquire on
reasonable terms, all material patents, patent rights, licenses, inventions,
copyrights, know-how (including trade secrets and other unpatented and/or
unpatentable proprietary or confidential information, systems or procedures),
trademarks, service marks and trade names currently employed by them in
connection with the business now operated by them, and neither the Company nor
any of its subsidiaries has received any notice of infringement of or conflict
with

                                       6

<PAGE>

asserted rights of others with respect to any of the foregoing which, singly or
in the aggregate, if the subject of an unfavorable decision, filing or finding,
would have a Material Adverse Effect.

      (x) No material labor dispute with the employees of the Company or any of
its subsidiaries exists, or, to the knowledge of the Company, is imminent; and
the Company is not aware of any existing, threatened or imminent labor
disturbance by the employees of any of its principal suppliers, manufacturers or
contractors that could be reasonably expected to have a Material Adverse Effect.

      (y) The Company and its subsidiaries are insured by insurers of recognized
financial responsibility against such losses and risks and in such amounts as
are prudent and customary in the businesses in which they are engaged; neither
the Company nor any of its subsidiaries has been refused any insurance coverage
sought or applied for; and neither the Company nor any of its subsidiaries has
any reason to believe that it will not be able to renew its existing insurance
coverage as and when such coverage expires or to obtain similar coverage from
similar insurers as may be necessary to continue its business at a cost that
would not have a Material Adverse Effect, except as described in the Prospectus.

      (z) The Company and its subsidiaries possess all certificates,
authorizations and permits issued by the appropriate federal, provincial, state
or foreign regulatory authorities necessary to conduct their respective
businesses, and neither the Company nor any of its subsidiaries has received any
notice of proceedings relating to the revocation or modification of any such
certificate, authorization or permit which, singly or in the aggregate, if the
subject of an unfavorable decision, ruling or finding, would have a Material
Adverse Effect, except as described in the Prospectus.

      (aa) The Company and each of its subsidiaries maintain a system of
internal accounting controls sufficient to provide reasonable assurance that (i)
transactions are executed in accordance with management's general or specific
authorizations; (ii) transactions are recorded as necessary to permit
preparation of financial statements in conformity with generally accepted
accounting principles and to maintain asset accountability; (iii) access to
assets is permitted only in accordance with management's general or specific
authorization; and (iv) the recorded accountability for assets is compared with
the existing assets at reasonable intervals and appropriate action is taken with
respect to any differences.

      (bb) KPMG LLP, who reported on and certified the financial statements
included in the Registration Statement and the Prospectus, is an independent
public accountant as required by the Securities Act.

      (cc) The Company shall use the net proceeds of the offering of the Shares
pursuant to this Agreement in the manner specified in the Prospectus under the
caption "Use of Proceeds."

      (dd) The form of certificate representing the Subordinate Voting Shares
has been approved by the Company and complies with the provisions of the
BUSINESS CORPORATIONS ACT (Ontario) and the requirements of The New York Stock
Exchange and The Toronto Stock Exchange.

                                       7

<PAGE>

      (ee) The filing of any amendment to the Canadian Prospectus required by
Canadian Securities Laws (a "CANADIAN PROSPECTUS AMENDMENT") shall constitute a
representation and warranty by the Company to the Underwriters that as of the
date of filing:

            (i) all information and statements (except information relating
      solely to and furnished by the Underwriters) contained in the Canadian
      Prospectus or any Canadian Prospectus Amendment, as the case may be,
      including the documents incorporated therein by reference and any other
      management information circular, financial statements or material change
      reports (other than confidential material change reports) filed by the
      Company with any Canadian Securities Regulatory Authority in any of the
      Qualifying Provinces after the date of the Canadian Prospectus and prior
      to the termination of the distribution of the Shares (collectively, the
      "DOCUMENTS INCORPORATED BY REFERENCE"), are true and correct and contain
      no misrepresentation and constitute full, true and plain disclosure of all
      material facts relating to the Company and the Shares;

            (ii) no material fact or information has been omitted from such
      disclosure (except facts or information relating solely to the
      Underwriters) which is required to be stated in such disclosure or is
      necessary to make the statements or information contained in such
      disclosure not misleading in light of the circumstances under which they
      were made; and

            (iii) such documents comply fully with the requirements of the
      Canadian Securities Laws.

      Such filings shall also constitute the Company's consent to the
Underwriters' use of the Canadian Prospectus, the Documents Incorporated By
Reference and any Canadian Prospectus Amendments in connection with distribution
of the Shares in the Qualifying Provinces in compliance with the provisions of
this Agreement and the Canadian Securities Laws.

      2. AGREEMENTS TO SELL AND PURCHASE.

      (a) On the basis of the representations and warranties herein contained
and subject to the terms and conditions herein set forth, the Company agrees to
sell to the several Underwriters and each Underwriter agrees, severally and not
jointly, to purchase the number of Firm Shares from the Company set forth in
Schedule I hereto opposite the name of such Underwriter. The purchase price for
the Firm Shares shall be U.S. $_______ per share.

      (b) On the basis of the representations and warranties contained in this
Agreement, and subject to its terms and conditions, the Company agrees to sell
to the Underwriters the Additional Shares, and the Underwriters shall have a
one-time right to purchase, severally and not jointly, up to an aggregate of
__________ Additional Shares on the same basis as the Firm Shares. If the
Representative, on behalf of the Underwriters, elects to exercise such option,
the Representative shall so notify the Company in writing not later than
____________, which notice shall specify the number of Additional Shares to be
purchased by the Underwriters and the date on which such shares are to be
purchased. Such date may be the

                                       8

<PAGE>

same as the Closing Date but not earlier than the Closing Date nor later than
five business days after the date of such notice. Additional Shares may be
purchased as provided in Section 4 hereof solely for the purpose of covering
overallotments made in connection with the offering of the Firm Shares. If any
Additional Shares are to be purchased, each Underwriter agrees, severally and
not jointly, to purchase the number of Additional Shares (subject to such
adjustments to eliminate fractional shares as the Representative may determine)
that bears the same proportion to the total number of Additional Shares to be
purchased as the number of Firm Shares set forth in Schedule I hereto opposite
the name of such Underwriter bears to the total number of Firm Shares.

      (c) The Company hereby agrees that, without the prior written consent of
the Representative on behalf of the Underwriters, it will not, during the period
ending 90 days after the date of the closing of the offering, (i) offer, issue,
secure, pledge, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant to
purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any
Subordinate Voting Shares, Multiple Voting Shares or any securities convertible
into or exercisable or exchangeable for Subordinate Voting Shares or Multiple
Voting Shares or (ii) enter into any swap or other arrangement that transfers to
another, in whole or in part, any of the economic consequences of ownership of
the Subordinate Voting Shares or Multiple Voting Shares whether any such swap or
transaction described in clauses (i) and (ii) above is to be settled by delivery
of Subordinate Voting Shares or Multiple Voting Shares or other securities of
the Company, in cash or otherwise. The foregoing sentence shall not apply to (a)
the sale of any Subordinate Voting Shares to the Underwriters pursuant to this
Agreement, (b) the issuance by the Company of Subordinate Voting Shares upon
exercise of an option or a warrant or the conversion of a security outstanding
on the date of the Prospectus Supplement and of which the Underwriters have been
advised in writing, (c) the issuance of any options or Subordinate Voting Shares
pursuant to the Company's existing option plans; (d) the repurchase of
Subordinate Voting Shares pursuant to an employee stock purchase plan from an
employee upon termination of such employee's employment or upon the default by
such employee on a loan incurred to acquire such Subordinate Voting Shares (or a
refinancing of such loans); or (e) the Company's issuance of Subordinate Voting
Shares or other securities in connection with the acquisition of any business,
facilities or other assets, including the issuance of Subordinate Voting Shares
or other securities in connection with employment agreements relating to any
such acquisition.

      3. TERMS OF PUBLIC OFFERING. The Company is advised by you that the
Underwriters propose to make a public offering of their respective portions of
the Shares as soon after this Agreement has been executed as in your judgment is
advisable. The Company is further advised by you that the Shares are to be
offered to the public initially at U.S. $______ per share and to certain dealers
selected by you at a price that represents a concession not in excess of $_____
per Firm Share.

      4. PAYMENT AND DELIVERY. Payment for the Firm Shares shall be made to the
Company in immediately available funds in Toronto against delivery of such Firm
Shares for the account of the Underwriters at 10:00 a.m., New York City time, on
__________, or at such other time on the same or such other date, not later than
_________, as shall be designated in writing by you. The time and date of such
payment are hereinafter referred to as the "CLOSING DATE."

                                       9

<PAGE>

      Payment for any Additional Shares shall be made to the Company in
immediately available funds in Toronto, against delivery of such Additional
Shares for the respective accounts of the several Underwriters at 10:00 a.m.,
New York City time, on the date specified in the notice described in Section 2
or at such other time on the same or on such other date, in any event not later
than ____________, as shall be designated in writing by the Representative. The
time and date of such payment are hereinafter referred to as the "OPTION CLOSING
DATE."

      Certificates for the Firm Shares and Additional Shares shall be in
definitive form and registered in such names and in such denominations as you
shall request in writing not later than two full business days prior to the
Closing Date or the Option Closing Date, as the case may be. The certificates
evidencing the Firm Shares and Additional Shares shall be delivered to you on
the Closing Date or the Option Closing Date, as the case may be, for the
respective accounts of the several Underwriters, with any transfer taxes payable
in connection with the transfer of the Shares to the Underwriters duly paid,
against payment of the purchase price therefor.

      Concurrently with the payment by the Underwriters of the purchase price
for the Firm Shares or the Additional Shares, as the case may be, the Company
shall pay to the Underwriters the underwriting commission of U.S. $____ per Firm
Share or Additional Share, as the case may be.

      5. CONDITIONS TO THE UNDERWRITERS' OBLIGATIONS. The obligations of the
Company to sell the Firm Shares to the Underwriters and the several obligations
of the Underwriters to purchase and pay for the Firm Shares on the Closing Date
are subject to the condition that the Registration Statement shall remain
effective until the Closing Date.

      The several obligations of the Underwriters are subject to the following
further conditions:

      (a) The Underwriters shall have received on the Closing Date a
certificate, dated the Closing Date and signed by two executive officers of the
Company (including either the chief executive officer or chief financial
officer), to the effect that since the date of the Prospectus there has been no
material adverse change (actual, anticipated, contemplated or threatened,
whether financial or otherwise) in the business, affairs, operations, assets,
liabilities (contingent or otherwise) or capital of the Company and its
subsidiaries on a consolidated basis; no stop order suspending the effectiveness
of the Registration Statement has been issued, and no proceedings for that
purpose have been instituted or are pending or are contemplated by the
Commission; and to the effect that the representations and warranties of the
Company contained in this Agreement are true and correct as of the Closing Date
and that the Company has complied with all of the agreements and satisfied all
of the conditions on its part to be performed or satisfied hereunder on or
before the Closing Date.

      The officers signing and delivering such certificate may rely upon the
best of his or her knowledge as to proceedings threatened.

      (b) The Underwriters shall have received on the Closing Date an opinion of
Davies Ward Phillips & Vineberg LLP, Canadian counsel for the Company, dated the
Closing Date, to the effect that:

                                       10

<PAGE>

            (i) the Company has been duly incorporated, is existing as a
      corporation, has the corporate power and authority to own its property and
      to conduct its business as described in the Prospectus and is duly
      registered or qualified to transact business and is in good standing in
      each jurisdiction in Canada in which the conduct of its business or its
      ownership or leasing of property requires such registration or
      qualification, except to the extent that the failure to be so registered
      or qualified or be in good standing would not have a Material Adverse
      Effect;

            (ii) each subsidiary of the Company set forth in a schedule to such
      counsel's opinion incorporated in a province or under the federal laws of
      Canada (a "CANADIAN SUBSIDIARY") has been duly incorporated, is existing
      as a corporation in good standing under the laws of the jurisdiction of
      its incorporation, has the corporate power and authority to own its
      property and to conduct its business as described in the Prospectus and is
      duly registered or qualified to transact business and is in good standing
      in the respective provinces set forth in a schedule to such counsel's
      opinion;

            (iii) the authorized capital of the Company conforms as to legal
      matters to the description thereof contained in the Prospectus;

            (iv) the Subordinate Voting Shares and the Multiple Voting Shares
      outstanding prior to the issuance of the Shares have been duly authorized
      and are validly issued, fully paid and non-assessable;

            (v) all of the issued shares of capital stock of each Canadian
      Subsidiary have been duly and validly authorized and issued, are fully
      paid and non-assessable and are registered in the name of the Company or a
      subsidiary of the Company;

            (vi) the Shares have been duly authorized and, when issued and
      delivered in accordance with the terms of this Agreement, will be validly
      issued, fully paid and nonassessable and the issuance of such Shares will
      not be subject to any preemptive or similar rights;

            (vii) this Agreement has been duly authorized, executed and
      delivered by the Company;

            (viii) the execution and delivery by the Company of, and the
      performance by the Company of its obligations under, this Agreement will
      not contravene any provision of applicable laws of the Province of Ontario
      or any federal laws of Canada applicable therein or the articles of
      incorporation or bylaws of the Company or, to the best of such counsel's
      knowledge, such agreements or instruments set forth in a schedule to such
      counsel's opinion, or, to the best of such counsel's knowledge, any
      judgment, order or decree of any governmental body, agency or court in
      Canada having jurisdiction over the Company or any subsidiary, and no
      consent, approval, authorization or order of,

                                       11

<PAGE>

      or qualification with, any governmental body or agency in Canada is
      required for the performance by the Company of its obligations under this
      Agreement except such as have been obtained;

            (ix) the statements in the Prospectus under the captions
      "Enforceability of Civil Liabilities," "Description of Capital Stock,"
      excluding the statements under the caption "Certain United States Federal
      Income Tax Considerations," and "Certain Canadian Federal Income Tax
      Considerations" insofar as such statements constitute summaries of the
      legal matters, documents or proceedings referred to therein, fairly
      summarize the matters referred to therein in all material respects;

            (x) to the best of such counsel's knowledge, there are no legal or
      governmental proceedings in Canada pending or threatened to which the
      Company or any of its subsidiaries is a party or to which any of the
      properties of the Company or any of its subsidiaries is subject that are
      required to be described in the Canadian Prospectus and are not so
      described or of any statutes, regulations, contracts or other documents
      that are required to be described in the Canadian Prospectus;

            (xi) such counsel (A) has no reason to believe that (except for
      financial statements and schedules and other financial and statistical
      data as to which such counsel need not express any belief) the Canadian
      Prospectus at the time it was filed contained any untrue statement of a
      material fact or omitted to state a material fact required to be stated
      therein or necessary to make the statements therein not misleading and (B)
      has no reason to believe that (except for financial statements and
      schedules and other financial and statistical data as to which such
      counsel need not express any belief) the Canadian Prospectus, as of its
      date, contained and, as of the Closing Date, contains any untrue statement
      of a material fact or omits to state a material fact necessary in order to
      make the statements therein, in the light of the circumstances under which
      they were made, not misleading; and

            (xii) all documents have been filed and all requisite proceedings
      have been taken and all approvals, permits, consents and authorizations of
      the appropriate regulatory authorities under the Canadian Securities Laws
      has been obtained by the Company to qualify the Shares for distribution or
      distribution to the public through investment dealers or brokers
      registered under the applicable Canadian Securities Laws, who have
      complied with the relevant provisions of such applicable laws.

     (c) The Underwriters shall have received on the Closing Date an opinion of
Kaye Scholer LLP, U.S. counsel for the Company, dated the Closing Date, to the
effect that:

            (i) each subsidiary of the Company set forth in a schedule to such
      counsel's opinion incorporated in the State of Delaware has been duly
      incorporated, is validly existing as a corporation in good standing under
      the laws

                                       12

<PAGE>

      of the jurisdiction of its incorporation, has the corporate power
      and authority to own its property and to conduct its business as described
      in the Prospectus and is duly qualified to transact business and is in
      good standing in the respective states set forth in a schedule to such
      counsel's opinion;

            (ii) the execution and delivery by the Company of, and the
      performance by the Company of its obligations under, this Agreement, will
      not contravene any provision of applicable federal law of the United
      States or the laws of the State of New York or, to the best of such
      counsel's knowledge, such agreements or instruments set forth in a
      schedule to such counsel's opinion, or, to the best of such counsel's
      knowledge, any judgment, order or decree of any governmental body, agency
      or court in the United States having jurisdiction over the Company or any
      subsidiary, and no consent, approval, authorization or order of, or
      qualification with, any governmental body or agency in the United States
      is required for the performance by the Company of its obligations under
      this Agreement, except such as may be required by the securities or Blue
      Sky laws of the various states in connection with the offer and sale of
      the Shares by the Underwriters;

            (iii) assuming the due authorization, execution and delivery of this
      Agreement by the Company under the laws of Ontario and the federal laws of
      Canada applicable therein, this Agreement (to the extent execution and
      delivery are governed by the laws of the State of New York) has been duly
      executed and delivered by the Company;

            (iv) the statements in the U.S. Prospectus under the caption
      "Description of Capital Stock - Certain United States Federal Income Tax
      Considerations", insofar as such statements constitute summaries of the
      legal matters, documents or proceedings referred to therein, fairly
      present the information called for with respect to such legal matters,
      documents and proceedings and fairly summarize the matters referred to
      therein in all material respects (except for the BUSINESS CORPORATIONS ACT
      (Ontario) and the By-laws of the Company as to which such counsel need not
      express any belief);

            (v) to the best of such counsel's knowledge, there are no legal or
      governmental proceedings in the United States pending or threatened to
      which the Company or any of its subsidiaries is a party or to which any of
      the properties of the Company or any of its subsidiaries is subject that
      are required to be described in the Registration Statement or the U.S.
      Prospectus and are not so described or of any statutes, regulations,
      contracts or other documents that are required to be described in the
      Registration Statement or the U.S. Prospectus or to be filed as exhibits
      to the Registration Statement that are not described or filed as required;

            (vi) the Company is not and, after giving effect to the offering and
      sale of the Shares and the application of the proceeds thereof as
      described in the Prospectus, will not be an "investment company" as such
      term is defined in the Investment Company Act of 1940, as amended;

                                       13


<PAGE>

            (vii) all of the issued shares of capital stock of each subsidiary
      incorporated in the State of Delaware have been duly and validly issued,
      are fully paid and non-assessable and are owned by the Company or by a
      subsidiary of the Company, free and clear of consensual liens or security
      interests granted by the owners thereof;

            (viii) any required filing of the U.S. Prospectus has been made in
      the manner and within the time period required by Rules 430A and 424(b)
      under the Securities Act; and, to the knowledge of such counsel, no stop
      order suspending the effectiveness of the Registration Statement has been
      issued and no proceedings for that purpose have been instituted or
      threatened by the Commission under the Securities Act; and

            (ix) (A) such counsel is of the opinion that the Registration
      Statement and Prospectus (except for financial statements and schedules
      and other financial and statistical data included therein as to which such
      counsel need not express any opinion) comply as to form in all material
      respects with the Securities Act and the applicable rules and regulations
      of the Commission thereunder, (B) nothing has come to such counsel's
      attention that has caused it to believe that (except for financial
      statements and schedules and other financial and statistical data as to
      which such counsel need not express any belief) the Registration Statement
      at ________________, 200_ contained any untrue statement of a material
      fact or omitted to state a material fact required to be stated therein or
      necessary to make the statements therein not misleading or that (except
      for financial statements and schedules and other financial and statistical
      data as to which such counsel need not express any belief) the U.S.
      Prospectus, as of its date, contained and, as of the Closing Date,
      contains, any untrue statement of a material fact or omits to state a
      material fact necessary in order to make the statements therein, in the
      light of the circumstances under which they were made, not misleading and
      (C) nothing has come to such counsel's attention that has caused it to
      believe that (except for financial statements and schedules and other
      financial and statistical data as to which such counsel may not express
      any belief) the Canadian Shelf Prospectus at the time that the Canadian
      Shelf Prospectus was filed contained any untrue statement of material fact
      or omitted to state a material fact required to be stated therein or
      necessary to make the statements therein not misleading or that (except
      for financial statements and schedules and other financial and statistical
      data as to which such counsel need not express any belief) as of the
      Closing Date the Canadian Prospectus contains any untrue statement of a
      material fact or omits to state a material fact necessary in order to make
      the statements therein, in the light of the circumstances under which they
      were made, not misleading.

      (d) The Underwriters shall have received on the Closing Date an opinion of
______________, Canadian counsel for the Underwriters, dated the Closing Date,
covering the matters referred to in Sections 5(b)(vi), 5(b)(vii) and 5(b)(ix)
(but only as to the statements in the Canadian Shelf Prospectus under
"Description of Share Capital"), 5(b)(xi), 5(b)(xii) and 5(b)(xiii) above. With
respect to subparagraphs (vi) and (vii) of such paragraph (b), __________

                                       14


<PAGE>

shall be entitled to rely upon the opinion of Davies Ward Phillips & Vineberg,
LLP, in rendering such opinion.

      (e) The Underwriters shall have received on the Closing Date an opinion of
________________, U.S. counsel for the Underwriters, dated the Closing Date,
covering the matters referred to in Sections 5(c)(iii) (but only as to the
statements in the U.S. Prospectus under "Underwriting") and 5(c)(vii) above.

      With respect to Section 5(b)(xi) and 5(c)(vii) above, Davies Ward Phillips
& Vineberg, LLP, Kaye Scholer LLP, ______________ and _____________,
respectively, may state that their opinion and belief are based upon their
participation, if any, in the preparation of the Registration Statement and
Prospectus and any amendments or supplements thereto and review and discussion
of the contents thereof, but are without independent check or verification,
except as specified.

      The opinions of Davies Ward Phillips & Vineberg, LLP, and Kaye Scholer LLP
described in Sections 5(b) and 5(c), respectively, shall be rendered to the
Underwriters at the request of the Company and shall so state therein.

      (f) The Underwriters shall have received on the Closing Date an opinion of
Addleshaw & Booth, U.K. counsel for the Company, dated the Closing Date, to the
effect that:

            (i) Celestica Limited has been duly incorporated, is validly
      existing as a corporation in good standing under the laws of the
      jurisdiction of its incorporation, has the corporate power and authority
      to own its property and to conduct its business as described in the
      Prospectus and is duly qualified to transact business and is in good
      standing in each jurisdiction in which the conduct of its business or its
      ownership or leasing of property requires such qualification, except to
      the extent that the failure to be so qualified or be in good standing in
      each jurisdiction in which the conduct of its business or its ownership or
      leasing of property requires such qualification, except to the extent that
      the failure to be so qualified or be in good standing would not have a
      material adverse effect on Celestica Limited;

            (ii) all of the issued shares of capital stock of Celestica Limited
      have been duly and validly authorized and issued, are fully paid and
      non-assessable and are owned directly by the Company or through a
      subsidiary of the Company, free and clear of all liens, encumbrances,
      equities or claims; and

            (iii) to such counsel's knowledge, there are no legal or
      governmental proceedings in the United Kingdom pending or threatened to
      which Celestica Limited is a party or to which any of the properties of
      Celestica Limited is subject that, if determined adversely, would have a
      Material Adverse Effect.

      The opinion of Addleshaw & Booth, described in Section 5(f), shall be
rendered to the Underwriters at the request of the Company and shall so state
therein.

                                       15


<PAGE>

      (g) The Underwriters shall have received, on the Closing Date, a letter
dated the Closing Date in form and substance satisfactory to the Underwriters,
from KPMG LLP, independent public accountants, containing statements and
information of the type ordinarily included in accountants' "comfort letters" to
Underwriters with respect to the financial statements and certain financial
information contained in the Registration Statement and the Prospectus; PROVIDED
that the letter delivered on the Closing Date shall use a "cut-off date" not
earlier than three business days prior to the Closing Date.

      (h) The Shares shall have been approved for listing on The New York Stock
Exchange, subject to official notice of issuance, and shall have been
conditionally approved for listing on The Toronto Stock Exchange, subject to the
Company fulfilling the requirements of such exchange.

      (i) At or before the Closing Date, the Underwriters shall have received
such further certificates, documents, opinions, and other information as they
may have reasonably requested.

      (j) The several obligations of the Underwriters to purchase the Additional
Shares hereunder are subject to the delivery to the Representative on the Option
Closing Date of such documents as it may reasonably request with respect to the
good standing of the Company, the due authorization and issuance of the
Additional Shares and other matters related to the issuance of the Additional
Shares.

      6. COVENANTS OF THE COMPANY. In further consideration of the agreements of
the Underwriters herein contained, the Company covenants with each Underwriter
as follows:

      (a) To furnish to you, without charge, two conformed copies of the
Registration Statement (including exhibits thereto) and for delivery to each
other Underwriter a conformed copy of the Registration Statement (without
exhibits thereto) and to furnish to you in New York City, without charge, prior
to 10:00 a.m. New York City time on the second business day succeeding the date
of this Agreement and during the period mentioned in Section 6(d) below, as many
copies of the U.S. Prospectus and any supplements and amendments thereto or to
the Registration Statement as you may reasonably request.

      (b) Before amending or supplementing the Registration Statement or the
Prospectus relating to this offering of Shares, to furnish to you a copy of each
such proposed amendment or supplement and not to file any such proposed
amendment or supplement to which you reasonably object, and to file with the
Canadian Securities Regulatory Authorities in accordance with the Canadian
Securities Laws any prospectus required to be filed and to file with the
Commission within the applicable period specified in Rule 424(b) under the
Securities Act any prospectus required to be filed pursuant to such Rule.

      (c) To furnish to each of the Underwriters, without charge, commercial
copies of the Canadian Prospectus in the English and French languages in such
numbers and in such cities as the Underwriters may reasonably request by oral
instructions to the printer of the Canadian Prospectus prior to 10:00 a.m.
Toronto time on the second business day succeeding the date of this Agreement.
The Company shall also provide the following to the Underwriters:

                                       16


<PAGE>

            (i) a copy of the Canadian Shelf Prospectus and the Canadian
      Prospectus in the English language signed and certified as required by the
      Canadian Securities Laws applicable in the Canadian Securities Regulatory
      Authority other than Quebec;

            (ii) a copy of the Canadian Shelf Prospectus and the Canadian
      Prospectus in the French language signed and certified as required by the
      Canadian Securities Laws applicable in Quebec;

            (iii) a copy of any other document required to be filed by the
      Company in compliance with the Canadian Securities Laws;

            (iv) an opinion of Davies Ward Phillips & Vineberg LLP addressed to
      the Underwriters, the Company and __________________ [UNDERWRITERS'
      CANADIAN COUNSEL] in form and substance satisfactory to the Underwriters,
      acting reasonably, dated as of the date of the Canadian Prospectus, to the
      effect that the French language version of the Canadian Prospectus,
      including in each case the documents incorporated by reference therein,
      except for the Financial Information (as defined below), as to which no
      opinion need be expressed, is in all material respects a complete and
      accurate translation of the English language version thereof, and that
      such English and French language versions are not susceptible of any
      materially different interpretation with respect to any matter contained
      therein. The consolidated financial statements of the Company included in
      the Canadian Prospectus, together with the reports of KPMG LLP on such
      financial statements as at and for the periods included in the Canadian
      Prospectus and including the notes with respect to such financial
      statements and Management's Discussion and Analysis of Financial Condition
      and Results of Operations included in the Prospectus are referred to as
      the "Financial Information."

            (v) an opinion of KPMG LLP addressed to the Underwriters, the
      Company, [UNDERWRITERS' CANADIAN COUNSEL] and Davies Ward Phillips &
      Vineberg LLP, dated the date of the Canadian Prospectus, to the effect
      that the French language version of the Financial Information is in all
      material respects, a complete and proper translation of the English
      language version thereof.

      (d) If, during such period after the first date of the public offering of
the Shares as in the opinion of counsel for the Underwriters the Prospectus is
required by law to be delivered in connection with sales by the Underwriters,
any event shall occur or condition exist as a result of which it is necessary to
amend or supplement the Prospectus in order to make the statements therein, in
the light of the circumstances when the Prospectus is delivered to a purchaser,
not misleading, or if, in the opinion of counsel for the Underwriters, it is
necessary to amend or supplement the Prospectus to comply with applicable law,
forthwith to prepare and file with the Commission and the Canadian Securities
Regulatory Authorities, as the case may be, and furnish, at its own expense, to
the Underwriters to which Shares may have been sold by you either amendments or
supplements to the Canadian Prospectus and U.S. Prospectus, as the case may be,
so that the statements in the Prospectus as so amended or supplemented will not,
in the light of the circumstances when the Prospectus is delivered to a
purchaser, be misleading or so

                                       17


<PAGE>


that the Prospectus, as amended or supplemented, as the case may be, will
comply with law. The provisions of paragraph (c) above shall apply, mutatis
mutandis, to any such amendment or supplement filed with the Canadian Securities
Regulatory Authorities.

      (e) To endeavor to qualify the Shares for offer and sale under the
securities or Blue Sky laws of such jurisdictions as you shall reasonably
request, provided that in connection therewith neither the Company nor any
subsidiary shall be required to qualify as a foreign corporation or to file a
general consent to service of process in any jurisdiction or subject itself to
taxation in respect of doing business in any jurisdiction in which it is not
otherwise so subject.

      (f) To use its best effort to effect the listing of the Shares on The New
York Stock Exchange and The Toronto Stock Exchange.

      (g) To make generally available to the Company's shareholders and to you
as soon as reasonably practicable an earnings statement covering the
twelve-month period ending ____________ that satisfies the provisions of Section
11(a) of the Securities Act and the rules and regulations of the Commission
thereunder.

      (h) Whether or not the transactions contemplated in this Agreement are
consummated or this Agreement is terminated, to pay or cause to be paid all
expenses incident to the performance of its obligations under this Agreement,
including: (i) the fees, disbursements and expenses of the Company's counsel and
the Company's accountants in connection with the registration and delivery of
the Shares under the Securities Act and all other fees or expenses in connection
with the preparation and filing of the Registration Statement, the Prospectus
and amendments and supplements to any of the foregoing, including all printing
costs associated therewith, and the mailing and delivering of copies thereof to
the Underwriters and dealers, in the quantities herein above specified; (ii) all
costs and expenses related to the transfer and delivery of the Shares to the
Underwriters, including any transfer or other taxes payable thereon; (iii) the
cost of printing or producing any Blue Sky memorandum in connection with the
offer and sale of the Shares under state securities laws and all expenses in
connection with the qualification of the Shares for offer and sale under state
securities laws as provided in Section 6(e) hereof, including filing fees and
the reasonable fees and disbursements of counsel for the Underwriters in
connection with such qualification and in connection with the Blue Sky
memorandum; (iv) all costs and expenses incident to listing the Shares on The
New York Stock Exchange and The Toronto Stock Exchange; (v) the cost of printing
certificates representing the Shares; (vi) the costs and charges of any transfer
agent, registrar or depositary; (vii) all expenses in connection with any offer
and sale of the Shares outside of the United States and Canada, including filing
fees and the reasonable fees and disbursements of counsel for the Underwriters
in connection with offers and sales outside of the United States and Canada; and
(viii) all other costs and expenses incident to the performance of the
obligations of the Company hereunder for which provision is not otherwise made
in this Section. It is understood, however, that except as provided in this
Section 7 and Section 9 below, the Underwriters will pay all of its costs and
expenses, including fees and disbursements of its counsel, stock transfer taxes
payable on resale of any of the Shares by its and any advertising expenses
connected with any offers it may make.

      (i) During the period from the date of this Agreement to the completion of
distribution of the Shares, to promptly notify the Underwriters in writing of:

                                       18


<PAGE>

            (i) any material change (actual, anticipated, contemplated or
      threatened, financial or otherwise) in the business, affairs, operations,
      assets, liabilities (contingent or otherwise) or capital of the Company
      and its subsidiaries seen as a whole; and

            (ii) any material fact which has arisen or been discovered and would
      have been required to have been stated in the Prospectus had the fact
      arisen or been discovered on, or prior to, the date of such document.

      (j) Neither the Company nor any subsidiary or other entity over which the
Company exercises control or significant influence, nor any of its or their
respective officers or directors, will, directly or indirectly, until the
completion of distribution (i) take any action designed to cause or to result
in, or that constitutes or which might reasonably be expected to constitute, the
stabilization or manipulation of the price of any security of the Company to
facilitate the sale or resale of the Shares; (ii) sell, bid for, purchase, or
pay anyone any compensation for soliciting purchases of the Shares other than
the fees payable pursuant to this Agreement; or (iii) pay or agree to pay to any
person any compensation for soliciting another to purchase any other securities
of the Company.

      (k) To promptly from time to time take such further action as the
Underwriters may reasonably request to qualify the Shares for distribution and
sale under the securities laws of such jurisdictions of Canada and the United
States as the Underwriters may reasonably request and to comply with such laws
so as to permit the continuance of sales and dealings therein in such
jurisdictions for as long as may be necessary to complete the distribution of
the Shares, provided that in connection therewith the Company shall not be
required to qualify as an extra-provincial or foreign corporation or to file a
general consent to service of process in any jurisdiction or to subject itself
to taxation in any such jurisdiction.

      (l) To advise the Underwriters, promptly after receiving notice or
obtaining knowledge thereof, of: (i) the time when any amendment or supplement
to the Prospectus or Registration Statement has been filed or becomes effective;
(ii) the issuance by any Canadian Securities Regulatory Authority or by the SEC
of any cease trade order, stop order or any other order preventing or suspending
the trading of the Shares or the effectiveness of the Canadian Prospectus or the
Registration Statement or any amendment thereto or any order preventing or
suspending the use of the Canadian Prospectus, U.S. Prospectus or any amendment
or supplement thereto; (iii) any request made by any Canadian Securities
Regulatory Authority or by the SEC to amend the Canadian Prospectus, the U.S.
Prospectus, or the Registration Statement, or for additional information; (iv)
the suspension of the qualification of the Shares for offering or sale in any
jurisdiction; or (v) the institution, threatening or contemplation of any
proceeding for any such purpose. The Company will use its best efforts to
prevent the issuance of any such order and, if any such order is issued, to
obtain the withdrawal thereof as promptly as possible.

      (m) To provide to the Underwriters, _______________________ and
_______________ reasonable access during normal business hours for the period
from the date hereof through the date of the expiry of the option to purchase
Additional Shares to the officers, employees, facilities, books and records of
the Company and its subsidiaries.

                                       19


<PAGE>

      7. INDEMNITY AND CONTRIBUTION.

      (a) The Company agrees to indemnify and hold harmless each Underwriter and
each person, if any, who controls any Underwriters within the meaning of either
Section 15 of the Securities Act or Section 20 of the Exchange Act from and
against any and all losses, claims, damages and liabilities (including, without
limitation, any legal or other expenses reasonably incurred in connection with
defending or investigating any such action or claim) caused by any untrue
statement or alleged untrue statement of a material fact contained in the
Registration Statement or any amendment thereof, any preliminary prospectus or
the Prospectus (as amended or supplemented if the Company shall have furnished
any amendments or supplements thereto), or caused by any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, except insofar as such
losses, claims, damages or liabilities are caused by any such untrue statement
or omission or alleged untrue statement or omission based upon information
relating to any Underwriter furnished to the Company in writing by or on behalf
of any Underwriter through you expressly for use therein; PROVIDED, HOWEVER,
that the foregoing indemnity agreement with respect to any preliminary
prospectus shall not inure to the benefit of any Underwriter from whom the
person asserting any such losses, claims, damages or liabilities purchased
Shares, or any person controlling such Underwriter, if a copy of the U.S.
Prospectus or the Canadian Final Prospectus (as then amended or supplemented if
the Company shall have furnished any amendments or supplements thereto), as the
case may be, was not sent or given by or on behalf of such Underwriter to such
person, if required by law so to have been delivered, at or prior to the written
confirmation of the sale of the Shares to such person, and if the U.S.
Prospectus or the Canadian Final Prospectus (as so amended or supplemented), as
the case may be, would have cured the defect giving rise to such losses, claims,
damages or liabilities, unless such failure is the result of noncompliance by
the Company to furnish as many copies of the Prospectus and any supplements and
amendments thereto or to the Registration Statement as you may reasonably
request in accordance with Section 6(a), 6(b) or 6(c) hereof.

      (b) Each Underwriter agrees to indemnify and hold harmless the Company,
its directors and its officers who have signed the Registration Statement and
each person, if any, who controls the Company within the meaning of either
Section 15 of the Securities Act or Section 20 of the Exchange Act to the same
extent as the foregoing indemnity from the Company to such Underwriter but only
with reference to information relating to the Underwriter furnished to the
Company in writing by you expressly for use in the Registration Statement, the
Prospectus or any amendments or supplements thereto.

      (c) In case any proceeding (including any governmental investigation)
shall be instituted involving any person in respect of which indemnity may be
sought pursuant to Section 7(a) or 7(b), such person (the "INDEMNIFIED PARTY")
shall promptly notify the person against whom such indemnity may be sought (the
"INDEMNIFYING PARTY") in writing and the indemnifying party, upon request of the
indemnified party, shall retain counsel reasonably satisfactory to the
indemnified party to represent the indemnified party and any others the
indemnifying party may designate in such proceeding and shall pay the fees and
disbursements of such counsel related to such proceeding. In any such
proceeding, any indemnified party shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense of
such indemnified party unless (i) the indemnifying party and the indemnified
party

                                       20

<PAGE>

shall have mutually agreed to the retention of such counsel in writing or
(ii) the named parties to any such proceeding (including any impleaded parties)
include both the indemnifying party and the indemnified party and representation
of both parties by the same counsel would be inappropriate due to actual or
potential differing interests between them. It is understood that the
indemnifying party shall not, in respect of the legal expenses of any
indemnified party in connection with any proceeding or related proceedings in
the same jurisdiction, be liable for the fees and expenses of more than one
separate firm (in addition to any local counsel) for all such indemnified
parties and that all such fees and expenses shall be reimbursed as they are
incurred. Such firm shall be designated in writing by _____________________ in
the case of parties indemnified pursuant to Section 7(a), and by the Company in
the case of parties indemnified pursuant to Section 7(b). The indemnifying party
shall not be liable for any settlement of any proceeding effected without its
written consent, but if settled with such consent or if there be a final
judgment for the plaintiff, the indemnifying party agrees to indemnify the
indemnified party from and against any loss or liability by reason of such
settlement or judgment. Notwithstanding the foregoing sentence, if at any time
an indemnified party shall have requested an indemnifying party to reimburse the
indemnified party for fees and expenses of counsel as contemplated by the second
and third sentences of this paragraph, the indemnifying party agrees that it
shall be liable for any settlement of any proceeding effected without its
written consent if (i) such settlement is entered into more than sixty days
after receipt by such indemnifying party of the aforesaid request; and (ii) such
indemnifying party shall not have reimbursed the indemnified party in accordance
with such request prior to the date of such settlement. No indemnifying party
shall, without the prior written consent of the indemnified party, effect any
settlement of any pending or threatened proceeding in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party, unless such settlement includes an
unconditional release of such indemnified party from all liability on claims
that are the subject matter of such proceeding.

      (d) To the extent the indemnification provided for in Section 7(a) or 7(b)
is unavailable to an indemnified party or insufficient in respect of any losses,
claims, damages or liabilities referred to therein, then each indemnifying party
under such paragraph, in lieu of indemnifying such indemnified party thereunder,
shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages or liabilities (i) in such proportion as
is appropriate to reflect the relative benefits received by the Company on the
one hand and the Underwriters on the other hand from the offering of the Shares;
or (ii) if the allocation provided by clause 7(d)(i) above is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause 7(d)(i) above but also the relative
fault of the Company on the one hand and of the Underwriters on the other hand
in connection with the statements or omissions that resulted in such losses,
claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative benefits received by the Company on the one hand
and the Underwriters on the other hand in connection with the offering of the
Shares shall be deemed to be in the same respective proportions as the net
proceeds from the offering of the Shares (before deducting expenses) received by
the Company and the total underwriting discounts and commissions received by the
Underwriters, in each case as set forth in the table on the cover of the
Prospectus, bear to the aggregate Public Offering Price of the Shares. The
relative fault of the Company on the one hand and the Underwriters on the other
hand shall be determined by reference to, among other things, whether the untrue
or alleged untrue statement of a material fact or the omission or alleged
omission to state a material

                                       21

<PAGE>

fact relates to information supplied by the Company or by the Underwriters
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.

      The Underwriters' respective obligations to contribute pursuant to this
Section 7 are several in proportion to the respective number of Shares they have
purchased hereunder, and not joint.

      (e) The Company and the Underwriters agree that it would not be just or
equitable if contribution pursuant to this Section 7 were determined by PRO RATA
allocation or by any other method of allocation that does not take account of
the equitable considerations referred to in Section 7(d). The amount paid or
payable by an indemnified party as a result of the losses, claims, damages and
liabilities referred to in the immediately preceding paragraph shall be deemed
to include, subject to the limitations set forth above, any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 7, the Underwriters shall not be required to
contribute any amount in excess of the amount by which the total price at which
the Shares underwritten by it and distributed to the public were offered to the
public exceeds the amount of any damages that such Underwriter has otherwise
been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The remedies provided for in this Section 7 are not exclusive
and shall not limit any rights or remedies which may otherwise be available to
any indemnified party at law or in equity.

      (f) The indemnity and contribution provisions contained in this Section 7
and the representations, warranties and other statements of the Company
contained in this Agreement shall remain operative and in full force and effect
regardless of (i) any termination of this Agreement; (ii) any investigation made
by or on behalf of any Underwriters or any person controlling any Underwriters
or by or on behalf of the Company, its officers or directors or any person
controlling the Company and (iii) acceptance of and payment for any of the
Shares.

      8. TERMINATION. This Agreement shall be subject to termination by notice
given by you to the Company, if: (A) (a) after the execution and delivery of
this Agreement and prior to the Closing Date (i) trading generally shall have
been suspended or materially limited on or by, as the case may be, any of The
New York Stock Exchange, The Toronto Stock Exchange, the American Stock
Exchange, the NASD, the Chicago Board of Options Exchange, the Chicago
Mercantile Exchange or the Chicago Board of Trade; (ii) trading of any
securities of the Company shall have been suspended on any exchange or in any
over-the-counter market; (iii) a general moratorium on commercial banking
activities in New York or Canada shall have been declared by either Federal or
New York State or Canadian authorities; (iv) there shall have occurred any
outbreak or escalation of hostilities or any change in financial markets or any
law or regulation or any calamity or crisis that, in your judgment, is material
and adverse; or (v) there shall have occurred a material change or development
involving a prospective material change in Canadian taxation adversely affecting
the holders of the Shares or the imposition of exchange controls by the United
States or Canada and (b) in the case of any of the events specified in

                                       22

<PAGE>

clauses 8(A)(i) through 8(A)(v), such event, singly or together with any other
such event, makes it, in your judgment, impracticable to market the Shares on
the terms and in the manner contemplated in the Prospectus; (B) after the
execution of this Agreement and prior to the Closing Date, any enquiry, action,
suit, investigation or other proceeding, whether formal or informal, shall have
been instituted or threatened or any order shall have been made by any Canadian
or U.S. federal, provincial, state or other governmental authority in relation
to the Company, which, in the reasonable opinion of any of the Underwriters,
operates to prevent or restrict the distribution or trading of the Subordinate
Voting Shares; or (C) after the execution of this Agreement and prior to the
Closing Date, there shall have occurred any material change or a change in any
material fact with respect to the business, operations or affairs of the Company
and its subsidiaries on a consolidated basis, which in the reasonable opinion of
any of the Underwriters, would be expected to have a significant adverse effect
on the market price or value of the Subordinate Voting Shares.

      9. EFFECTIVENESS; DEFAULTING UNDERWRITERS. This Agreement shall become
effective upon the execution and delivery hereof by the parties hereto.

      If, on the Closing Date or the Option Closing Date, as the case may be,
any one or more of the Underwriters shall fail or refuse to purchase Firm Shares
or Additional Shares, as the case may be, that it has or they have agreed to
purchase hereunder on such date, and the aggregate number of Shares which such
defaulting Underwriter or Underwriters agreed but failed or refused to purchase
is not more than one-tenth of the aggregate number of the Shares to be purchased
on such date by all Underwriters, the other Underwriters shall be obligated
severally in the proportions that the number of Firm Shares set forth opposite
their respective names in Schedule I bears to the aggregate number of Firm
Shares set forth opposite the names of all such non-defaulting Underwriters, or
in such other proportions as you may specify, to purchase the Shares which such
defaulting Underwriter or Underwriters agreed but failed or refused to purchase
on such date; PROVIDED that in no event shall the number of Shares that any
Underwriter has agreed to purchase pursuant to this Agreement be increased
pursuant to this Section 9 by an amount in excess of one-ninth of such number of
Shares without the written consent of such Underwriter. If, on the Closing Date,
any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and
the aggregate number of Firm Shares with respect to which such default occurs is
more than one-tenth of the aggregate number of Firm Shares to be purchased, and
arrangements satisfactory to you and the Company for the purchase of such Firm
Shares are not made within 36 hours after such default, this Agreement shall
terminate without liability on the part of any non-defaulting Underwriter or the
Company. In any such case either you or the Company shall have the right to
postpone the Closing Date, but in no event for longer than seven days, in order
that the required changes, if any, in the Registration Statement and in the
Prospectus or in any other documents or arrangements may be effected. If, on the
Option Closing Date, any Underwriter or Underwriters shall fail or refuse to
purchase Additional Shares and the aggregate number of Additional Shares with
respect to which such default occurs is more than one-tenth of the aggregate
number of Additional Shares to be purchased, the non-defaulting Underwriters
shall have the option to (i) terminate their obligation hereunder to purchase
Additional Shares or (ii) purchase not less than the number of Additional Shares
that such non-defaulting Underwriters would have been obligated to purchase in
the absence of such default. Any action taken under this paragraph shall not
relieve any defaulting Underwriter from liability in respect of any default of
such Underwriter under this Agreement.

                                       23

<PAGE>

      If this Agreement shall be terminated by the Underwriters, or any of them,
because of any failure or refusal on the part of the Company to comply with the
terms or to fulfill any of the conditions of this Agreement, or if for any
reason the Company shall be unable to perform its obligations under this
Agreement, the Company will reimburse the Underwriters or such Underwriters as
have so terminated this Agreement with respect to themselves, severally, for all
out of pocket expenses (including the fees and disbursements of its counsel)
reasonably incurred by such Underwriters in connection with this Agreement or
the offering contemplated hereunder.

      10. AGENT FOR SERVICE; SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES.
By the execution and delivery of this Agreement, the Company (i) acknowledges
that it has, by separate written instrument, irrevocably designated and
appointed Kaye Scholer LLP (or any successor) (together with any successor, the
"AGENT FOR SERVICE"), as its authorized agent upon which process may be served
in any suit or proceeding arising out of or relating to this Agreement or the
Shares that may be instituted in any federal or state court in the State of New
York, or brought under federal or state securities laws, and acknowledges that
the Agent for Service has accepted such designation; (ii) submits to the
jurisdiction of any such court in any such suit or proceeding, and (iii) agrees
that service of process upon the Agent for Service and written notice of said
service to the Company (mailed or delivered to its Chief Financial Officer at
its principal office in Toronto, Ontario, Canada), shall be deemed in every
respect effective service of process upon the Company in any such suit or
proceeding. The Company further agrees to take any and all action, including the
execution and filing of any and all such documents and instruments, as may be
necessary to continue such designation and appointment of the Agent for Service
in full force and effect for a period of six years from the date of this
Agreement.

      If for the purposes of obtaining judgment in any court it is necessary to
convert a sum due hereunder into any currency other than United States dollars,
the parties hereto agree, to the fullest extent that they may effectively do so
that the rate of exchange used shall be the rate at which in accordance with
normal banking procedures the Underwriters could purchase United States dollars
with such other currency in the City of New York on the business day preceding
that on which final judgment is given. The obligations of the Company in respect
of any sum due from it to the Underwriters shall, notwithstanding any judgement
in a currency other than United States dollars, not be discharged until the
first business day, following receipt by the Underwriters of any sum adjusted to
be so due in such other currency, on which (and only to the extent that) the
Underwriters may in accordance with normal banking procedures purchase United
States dollars with such other currency; if the United States dollars so
purchased are less than the sum originally due to the Underwriters hereunder,
the Company agrees, as a separate obligation and notwithstanding any such
judgement, to indemnify the Underwriters against such loss. If the United States
dollars so purchased are greater than the sum originally due to such
Underwriters hereunder, the Underwriters agrees to pay to the Company (but
without duplication) an amount equal to the excess of the dollars so purchased
over the sum originally due to the Underwriters hereunder.

      To the extent that the Company has or hereafter may acquire any immunity
from jurisdiction of any court or from any legal process (whether through
service of notice, attachment prior to judgement, attachment in aid of execution
or otherwise) with respect to itself or its

                                       24

<PAGE>

property, it hereby irrevocably waives such immunity in respect of its
obligations under the above-referenced documents, to the extent permitted by
law.

      11. COUNTERPARTS. This Agreement may be signed in two or more
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.

      12. APPLICABLE LAW. This Agreement shall be governed by and construed in
accordance with the laws of New York.

      13. HEADINGS. The headings of the sections of this Agreement have been
inserted for convenience of reference only and shall not be deemed a part of
this Agreement.


                                       25










<PAGE>


      If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Company a counterpart hereof, whereupon
this instrument, along with all counterparts, will become a binding agreement
between the Underwriters and the Company in accordance with its terms.


                                            Very truly yours,

                                            CELESTICA INC.


                                            By   ------------------------------
                                                 Name:
                                                 Title:


CONFIRMED AND ACCEPTED,
[UNDERWRITERS],

- -----------------------------------
as of the date first above written:


By    -----------------------------
      Authorized Signatory


By    -----------------------------
      Authorized Signatory






                                       26

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.12
<SEQUENCE>4
<FILENAME>a2054177zex-4_12.txt
<DESCRIPTION>EXHIBIT 4.12
<TEXT>
<Page>

                      AMENDED AND RESTATED CREDIT AGREEMENT

             CELESTICA INC. AND THE SUBSIDIARIES DESIGNATED HEREIN,
                                  AS BORROWERS

                                     - AND -

                            THE BANK OF NOVA SCOTIA,
                             AS ADMINISTRATIVE AGENT

                                     - AND -

                            THE BANK OF NOVA SCOTIA,
                           AS CANADIAN FACILITY AGENT

                                     - AND -

                            THE BANK OF NOVA SCOTIA,
                             AS U.S. FACILITY AGENT

                                     - AND -

                            THE BANK OF NOVA SCOTIA,
                             AS U.K. FACILITY AGENT

                                     - AND -

                 THE FINANCIAL INSTITUTIONS NAMED IN SCHEDULE A,
                               AS CANADIAN LENDERS

                                     - AND -

                 THE FINANCIAL INSTITUTIONS NAMED IN SCHEDULE B,
                                 AS U.S. LENDERS

                                     - AND -

                 THE FINANCIAL INSTITUTIONS NAMED IN SCHEDULE C,
                                 AS U.K. LENDERS

                            ------------------------

                                U.S. $250,000,000
                        SENIOR UNSECURED CREDIT FACILITY
                            ------------------------

                             MADE AS OF JUNE 8, 2001

<PAGE>

                                TABLE OF CONTENTS

                                    ARTICLE 1

                                 INTERPRETATION

<TABLE>

   <S>      <C>                                                                             <C>

   1.1      DEFINITIONS..................................................................... 2
   ---      -----------
   1.2      HEADINGS........................................................................29
   ---      --------
   1.3      USE OF DEFINED TERMS............................................................29
   ---      --------------------
   1.4      EXTENDED MEANINGS...............................................................30
   ---      -----------------
   1.5      CROSS REFERENCES................................................................30
   ---      ----------------
   1.6      REFERENCE TO AGENT OR LENDERS...................................................30
   ---      -----------------------------
   1.7      ACCOUNTING TERMS................................................................30
   ---      ----------------
   1.8      CONSOLIDATED FINANCIAL STATEMENTS AND CONSOLIDATED ACCOUNTS.....................30
   ---      -----------------------------------------------------------
   1.9      NON-BANKING DAYS................................................................31
   ---      ----------------
   1.10     REFERENCES TO TIME OF DAY.......................................................31
   ----     -------------------------
   1.11     SEVERABILITY....................................................................31
   ----     ------------
   1.12     CURRENCY........................................................................31
   ----     --------
   1.13     REFERENCES TO STATUTES..........................................................31
   ----     ----------------------
   1.14     REFERENCES TO AGREEMENTS........................................................31
   ----     ------------------------
   1.15     CONSENTS AND APPROVALS..........................................................32
   ----     ----------------------
   1.16     SCHEDULES.......................................................................32
   ----     ---------
</TABLE>

                                    ARTICLE 2

                                  THE FACILITY

<TABLE>

   <S>      <C>                                                                            <C>
   2.1      ESTABLISHMENT OF THE FACILITY...................................................32
   ---      -----------------------------
   2.2      PURPOSE.........................................................................32
   ---      -------
   2.3      TERM AND AVAILABILITY OF ADVANCES...............................................33
   ---      ---------------------------------
   2.4      LENDERS' OBLIGATIONS............................................................35
   ---      --------------------
   2.5      REPAYMENT OF ADVANCES BY FORMER DESIGNATED SUBSIDIARIES.........................35
   ---      -------------------------------------------------------
   2.6      REPAYMENT OF FACILITY...........................................................36
   ---      ---------------------
   2.7      PAYMENTS/CANCELLATION OR REDUCTION..............................................37
   ---      ----------------------------------
   2.8      INTEREST ON PRIME RATE ADVANCES.................................................37
   ---      -------------------------------
   2.9      INTEREST ON BASE RATE CANADA ADVANCES...........................................38
   ---      -------------------------------------
   2.10     INTEREST ON BASE RATE ADVANCES..................................................38
   ----     ------------------------------
   2.11     LIBOR ADVANCES..................................................................38
   ----     --------------
   2.12     METHOD AND PLACE OF PAYMENT.....................................................41
   ----     ---------------------------
   2.13     FEES............................................................................42
   ----     ----
   2.14     CONVERSION OPTIONS..............................................................43
   ----     ------------------
   2.15     EXECUTION OF NOTICES............................................................44
   ----     --------------------
   2.16     EVIDENCE OF INDEBTEDNESS........................................................44
   ----     ------------------------
   2.17     INTEREST ON UNPAID COSTS AND EXPENSES...........................................44
   ----     -------------------------------------
   2.18     CRIMINAL RATE OF INTEREST.......................................................45
   ----     -------------------------
   2.19     COMPLIANCE WITH THE INTEREST ACT(CANADA)........................................45
   ----     ----------------------------------------
   2.20     NOMINAL RATE OF INTEREST........................................................45
   ----     ------------------------
</TABLE>


<PAGE>
                                     -ii-

                                    ARTICLE 3

                                LETTERS OF CREDIT
<TABLE>

   <S>      <C>                                                                             <C>
   3.1      ISSUANCE REQUEST................................................................45
   ---      ----------------
   3.2      ISSUANCES.......................................................................46
   ---      ---------
   3.3      OTHER LENDERS' PARTICIPATION....................................................46
   ---      ----------------------------
   3.4      REIMBURSEMENT...................................................................47
   ---      -------------
   3.5      DEEMED DISBURSEMENTS............................................................48
   ---      --------------------
   3.6      NATURE OF REIMBURSEMENT OBLIGATIONS.............................................49
   ---      -----------------------------------
   3.7      INDEMNITY FOR COSTS.............................................................50
   ---      -------------------
   3.8      FEES............................................................................50
   ---      ----
   3.9      ISSUING BANK....................................................................51
   ---      ------------
</TABLE>

                                    ARTICLE 4

                    BANKERS' ACCEPTANCES AND ACCEPTANCE NOTES

<TABLE>

   <S>      <C>                                                                             <C>
   4.1      FUNDING OF BANKERS' ACCEPTANCES.................................................51
   ---      -------------------------------
   4.2      ACCEPTANCE FEES.................................................................51
   ---      ---------------
   4.3      SAFEKEEPING OF DRAFTS...........................................................52
   ---      ---------------------
   4.4      TERM AND INTEREST PERIODS.......................................................52
   ---      -------------------------
   4.5      PAYMENT ON MATURITY.............................................................52
   ---      -------------------
   4.6      WAIVER OF DAYS OF GRACE.........................................................53
   ---      -----------------------
   4.7      SPECIAL PROVISIONS RELATING TO ACCEPTANCE NOTES.................................53
   ---      -----------------------------------------------
   4.8      NO MARKET.......................................................................53
   ---      ---------
</TABLE>

                                    ARTICLE 5

                   CHANGE OF CIRCUMSTANCES AND INDEMNIFICATION

<TABLE>

   <S>      <C>                                                                             <C>
   5.1      COLLECTING AGENT RULES..........................................................54
   ---      ----------------------
   5.2      U.K. LENDER REPRESENTATION......................................................54
   ---      --------------------------
   5.3      CANADIAN LENDER REPRESENTATION..................................................55
   ---      ------------------------------
   5.4      U.S. LENDER OBLIGATIONS.........................................................55
   ---      -----------------------
   5.5      INCREASED COSTS.................................................................56
   ---      ---------------
   5.6      ILLEGALITY......................................................................58
   ---      ----------
   5.7      MITIGATION......................................................................58
   ---      ----------
   5.8      TAXES...........................................................................60
   ---      -----
   5.9      TAX REFUND......................................................................62
   ---      ----------
</TABLE>

                                    ARTICLE 6

                        CONDITIONS PRECEDENT TO DRAWDOWN

<TABLE>

   <S>      <C>                                                                             <C>
   6.1      CONDITIONS FOR FIRST DRAWDOWN...................................................62
   ---      -----------------------------
   6.2      CONDITIONS FOR SUBSEQUENT DRAWDOWNS.............................................64
   ---      -----------------------------------
</TABLE>



<PAGE>
                                     -iii-

<TABLE>

   <S>      <C>                                                                             <C>
   6.3      CONDITIONS RELATING TO FIRST DRAWDOWN BY CONSENT DESIGNATED SUBSIDIARIES........64
   ---      ------------------------------------------------------------------------
</TABLE>

                                    ARTICLE 7

                       PROVISIONS RELATING TO SUBSIDIARIES

<TABLE>

   <S>      <C>                                                                             <C>
   7.1      DESIGNATED SUBSIDIARIES.........................................................65
   ---      -----------------------
   7.2      ADVANCES TO CONSENT DESIGNATED SUBSIDIARIES.....................................67
   ---      -------------------------------------------
   7.3      MATERIAL RESTRICTED SUBSIDIARIES TO PROVIDE GUARANTEES..........................68
   ---      ------------------------------------------------------
   7.4      UNRESTRICTED SUBSIDIARIES.......................................................69
   ---      -------------------------
</TABLE>

                                    ARTICLE 8

                         REPRESENTATIONS AND WARRANTIES

<TABLE>

   <S>      <C>                                                                             <C>
   8.1      REPRESENTATIONS AND WARRANTIES..................................................69
   ---      ------------------------------
   8.2      SURVIVAL OF REPRESENTATIONS AND WARRANTIES......................................74
   ---      ------------------------------------------
   8.3      DEEMED REPETITION OF REPRESENTATIONS AND WARRANTIES.............................74
   ---      ---------------------------------------------------
</TABLE>

                                    ARTICLE 9

                                    COVENANTS

<TABLE>

   <S>      <C>                                                                             <C>
   9.1      AFFIRMATIVE COVENANTS...........................................................75
   ---      ---------------------
   9.2      NEGATIVE COVENANTS..............................................................80
   ---      ------------------
   9.3      FINANCIAL COVENANTS.............................................................83
   ---      -------------------
</TABLE>

                                   ARTICLE 10

                            DEFAULT AND ACCELERATION

<TABLE>

   <S>      <C>                                                                             <C>
   10.1     EVENTS OF DEFAULT...............................................................83
   ----     -----------------
   10.2     ACCELERATION....................................................................86
   ----     ------------
   10.3     REMEDIES WITH RESPECT TO BANKERS' ACCEPTANCE ADVANCES AND LETTERS OF CREDIT.....87
   ----     ---------------------------------------------------------------------------
   10.4     REMEDIES CUMULATIVE AND WAIVERS.................................................87
   ----     -------------------------------
   10.5     SUSPENSION OF LENDERS' OBLIGATIONS..............................................87
   ----     ----------------------------------
   10.6     APPLICATION OF PAYMENTS AFTER AN EVENT OF DEFAULT...............................88
   ----     -------------------------------------------------
</TABLE>

                                   ARTICLE 11

                  THE AGENTS AND ADMINISTRATION OF THE FACILITY

<TABLE>

   <S>      <C>                                                                             <C>
   11.1     AUTHORIZATION OF ACTION.........................................................88
   ----     -----------------------
   11.2     PROCEDURE FOR MAKING ADVANCES...................................................89
   ----     -----------------------------
   11.3     REMITTANCE OF PAYMENTS..........................................................90
   ----     ----------------------
   11.4     REDISTRIBUTION OF PAYMENT.......................................................91
   ----     -------------------------
   11.5     DUTIES AND OBLIGATIONS..........................................................92
   ----     ----------------------
   11.6     PROMPT NOTICE TO THE LENDERS....................................................93
   ----     ----------------------------
   11.7     AGENT'S AUTHORITY...............................................................93
   ----     -----------------
   11.8     LENDER'S INDEPENDENT CREDIT DECISION............................................93
   ----     ------------------------------------
   11.9     INDEMNIFICATION.................................................................94
   ----     ---------------
</TABLE>



<PAGE>
                                     -iv-


<TABLE>

   <S>      <C>                                                                            <C>
   11.10    SUCCESSOR AGENT.................................................................94
   -----    ---------------
   11.11    TAKING AND ENFORCEMENT OF REMEDIES..............................................95
   -----    ----------------------------------
   11.12    RELIANCE UPON LENDERS...........................................................96
   -----    ---------------------
   11.13    RELIANCE UPON AGENT.............................................................96
   -----    -------------------
   11.14    REPLACEMENT OF CANCELLED COMMITMENTS............................................97
   -----    ------------------------------------
   11.15    DISCLOSURE OF INFORMATION.......................................................97
   -----    -------------------------
   11.16    ADJUSTMENTS OF RATEABLE PORTIONS................................................99
   -----    --------------------------------
</TABLE>

                                   ARTICLE 12

                       COSTS, EXPENSES AND INDEMNIFICATION

<TABLE>

   <S>      <C>                                                                            <C>
   12.1     COSTS AND EXPENSES..............................................................99
   ----     ------------------
   12.2     INDEMNIFICATION BY THE BORROWERS...............................................100
   ----     --------------------------------
   12.3     FUNDS..........................................................................100
   ----     -----
   12.4     GENERAL INDEMNITY..............................................................100
   ----     -----------------
   12.5     ENVIRONMENTAL CLAIMS...........................................................102
   ----     --------------------
</TABLE>

                                   ARTICLE 13

                                     GENERAL

<TABLE>

   <S>      <C>                                                                            <C>
   13.1     TERM...........................................................................103
   ----     ----
   13.2     SURVIVAL.......................................................................103
   ----     --------
   13.3     BENEFIT OF THE AGREEMENT.......................................................104
   ----     ------------------------
   13.4     NOTICES........................................................................104
   ----     -------
   13.5     AMENDMENT AND WAIVER...........................................................105
   ----     --------------------
   13.6     GOVERNING LAW..................................................................106
   ----     -------------
   13.7     FURTHER ASSURANCES.............................................................106
   ----     ------------------
   13.8     ENFORCEMENT AND WAIVER BY THE LENDERS..........................................106
   ----     -------------------------------------
   13.9     EXECUTION IN COUNTERPARTS......................................................106
   ----     -------------------------
   13.10    ASSIGNMENT BY THE BORROWERS....................................................107
   -----    ---------------------------
   13.11    ASSIGNMENTS AND TRANSFERS BY A LENDER..........................................107
   -----    -------------------------------------
   13.12    CERTAIN REQUIREMENTS IN RESPECT OF MERGER, ETC.................................109
   -----    -----------------------------------------------
   13.13    LOCATION OF LENDERS............................................................111
   -----    -------------------
   13.14    SET-OFF........................................................................111
   -----    -------
   13.15    TIME OF THE ESSENCE............................................................112
   -----    -------------------
   13.16    ADVERTISEMENTS.................................................................112


</TABLE>


<PAGE>

                      AMENDED AND RESTATED CREDIT AGREEMENT

               MADE as of the 8th day of June, 2001.

B E T W E E N:



               CELESTICA INC.,
               a corporation incorporated under the laws of Ontario,

                                                              OF THE FIRST PART,

                                     - and -

               THE SUBSIDIARIES OF CELESTICA INC. SPECIFIED HEREIN AS
               DESIGNATED SUBSIDIARIES,

                                                             OF THE SECOND PART,

                                     - and -

               THE BANK OF NOVA SCOTIA,
               a Canadian chartered bank, as Administrative Agent

                                                              OF THE THIRD PART,

                                     - and -

               THE BANK OF NOVA SCOTIA,
               a Canadian chartered bank, as Canadian Facility Agent

                                                             OF THE FOURTH PART,

                                     - and -

               THE BANK OF NOVA SCOTIA,
               a Canadian chartered bank, as U.S. Facility Agent

                                                              OF THE FIFTH PART,

                                     - and -

               THE BANK OF NOVA SCOTIA,
               a Canadian chartered bank, as U.K. Facility Agent,

                                                              OF THE SIXTH PART,
<PAGE>
                                      -2-

                                     - and -

               THE FINANCIAL INSTITUTIONS NAMED IN SCHEDULE A,
               as Canadian Lenders,

                                                            OF THE SEVENTH PART,
                                     - and -

               THE FINANCIAL INSTITUTIONS NAMED IN SCHEDULE B,
               as U.S. Lenders,

                                                             OF THE EIGHTH PART,

                                     - and -

               THE FINANCIAL INSTITUTIONS NAMED IN SCHEDULE C,
               as U.K. Lenders,

                                                              OF THE NINTH PART.

               WHEREAS the Borrowers, the Administrative Agent, the Canadian
Facility Agent, the U.S. Facility Agent, the U.K. Facility Agent , the Canadian
Lenders, the U.S. Lenders and the U.K. Lenders are parties to a Credit Agreement
dated as of July 7, 1998 (the "EXISTING CREDIT AGREEMENT");

               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

1.1            DEFINITIONS

               In this Agreement:

        "ACCEPTANCE NOTE" has the meaning ascribed thereto in Section 4.7;

        "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


<PAGE>
                                      -3-


        the obligation for repayment of which is assumed by such Borrower or
        Restricted Subsidiary in connection with the acquisition of such assets;

        "ADDITIONAL COMPENSATION" has the meaning specified in Section 5.5;

        "ADMINISTRATIVE  AGENT" means Scotiabank when acting in its capacity as
        administrative agent hereunder;

        "ADVANCE" means a Prime Rate Advance, a Bankers' Acceptance Advance, a
        LIBOR Advance, a Base Rate Advance, a Base Rate Canada Advance or the
        issuance of a Letter of Credit and "ADVANCES" means all of them;

        "AFFECTED LENDER" has the meaning specified in Section 5.7(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, collectively, the Administrative Agent, the Canadian
        Facility Agent, the U.S. Facility Agent, the U.K. Facility Agent and all
        Consent Facility Agents from time to time and "AGENT" shall mean any of
        the Administrative Agent, the Canadian Facility Agent, the U.S. Facility
        Agent, the U.K. Facility Agent or a Consent Facility Agent as the
        context may require;

        "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, judgements, 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 E;

        "APPROVED  CREDIT  RATING  AGENCY"  means any one of  Standard  & Poor's
        Rating  Services  (a  division  of  The  McGraw-Hill  Companies,   Inc.)
        ("Standard & Poor's"),  Moody's Investors Service,  Inc. ("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;

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                                      -4-


        "ASSENTING LENDER" has the meaning specified in Section 5.7(b);

        "BANKERS' ACCEPTANCE" means a draft or other bill of exchange in
        Canadian Dollars drawn by Celestica or a Canadian Designated Subsidiary
        and accepted by a Canadian Lender in accordance with Article 4;

        "BANKERS' ACCEPTANCE ADVANCE" means the advance of funds to Celestica or
        a Canadian Designated Subsidiary by way of creation and issuance of
        Bankers' Acceptances or by way of the issuance of an Acceptance Note, in
        each case in accordance with the provisions of Article 4;

        "BANKING DAY" means a day, other than a Saturday or a Sunday and, where
        used in the context of a notice, delivery, payment or other
        communication addressed to:

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

            (ii)  the Canadian Facility 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;

            (iii) the U.S. Facility Agent, which is also a day on which banks
                  are not required or authorized to close in Toronto, Canada or
                  New York, New York or, in the case of LIBOR Advances in United
                  States Dollars, or which is also a day on which banks are not
                  required or authorized to close in London, England or which is
                  a day on which dealings are not carried on in the London
                  interbank market;

            (iv)  the U.K. Facility Agent, which is also not a day on which
                  banks are required or authorized to close in London, England
                  which is a day on which dealings are not carried on in the
                  London interbank market and

                  (A)   in the case of LIBOR Advances in United States Dollars,
                        which is 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 a Freely Tradeable
                        European Currency, which is a day on which TARGET is not
                        operating;

<PAGE>
                                      -5-


                  (v)   a Consent Facility Agent, which is also a day on which
                        banks are not required or authorized to close in the
                        jurisdiction where the address for notice of the
                        Relevant Consent Facility Agent and the Relevant Consent
                        Lenders are located; and

                        (A)   in the case of LIBOR Advances in United States
                              Dollars, which is 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 a Freely
                              Tradeable European Currency, a day on which TARGET
                              is not operating;

        "BASE RATE" 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 360 days 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 the United States; and (ii)
        the Federal Funds Effective Rate plus 1/2 of 1% per annum;

        "BASE  RATE  ADVANCE"  means a loan  made by the  U.S.  Lenders  to a
        U.S.  Designated Subsidiary on which interest is payable at the Base
        Rate;

        "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 Canadian Lenders to
        Celestica or to a Canadian Designated Subsidiary on which interest is
        payable at the Base Rate Canada;

        "BORROWERS' COUNSEL" means Davies Ward Phillips & Vineberg LLP, Toronto,
        Ontario or such other firm of legal counsel as the Borrowers may from
        time to time designate;

        "BORROWING" means Advances of the same type and, in the case of LIBOR
        Advances and Bankers' Acceptances Advances, having the same Interest
        Period;

        "BORROWERS" means Celestica and each Designated Subsidiary from time to
        time and their respective permitted successors and assigns;

        "BUSINESS" means the business of:

        (a)     conducting a broad range of electronics  manufacturing services,
                including  the  manufacturing,  assembly  and testing of printed
                circuit


<PAGE>
                                      -6-


                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 and other related
                manufacturing services;

        (b)     a full range of supply chain management services such as
                materials procurement, inventory management, logistics,
                packaging, distribution, after-market support and refurbishment;

        (c)     design services including concept and product design, product
                documentation and data management, prototype services, product
                qualification, design for manufacturability and new product
                introduction;

        (d)     the design, production, distribution and sale of 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, equal to the
        arithmetic average of the rates per annum for Canadian Dollar Bankers'
        Acceptances having such term:

        (a)     for the Schedule I Reference Lenders in respect of the Bankers'
                Acceptances to be accepted by the Schedule I Lenders, that
                appear 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 time) on the first day of
                such term; and

        (b)     for the Schedule II Reference Lenders in respect of the Bankers'
                Acceptances  or Acceptance  Notes to be accepted by the Schedule
                II Lenders,  as are quoted by such Schedule II Reference Lenders
                as of 10:00 a.m.  (Toronto  time) on the first day of such term,
                provided that the arithmetic  average of such quoted rates shall
                in no event  exceed  the sum of the  highest  of the rates  that
                appear on the display page  designated  as the CDOR page (or any
                replacement  page)  by  Reuters  Money  Market  Service  (or its
                successor) for the Schedule I Reference Lenders as of 10:00 a.m.
                (Toronto  time) on the  first  day of such  term  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 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;


<PAGE>
                                      -7-


        "CANADIAN FACILITY AGENT" means Scotiabank when acting in its capacity
        as facility agent in respect of Advances to and payments or repayments
        by Celestica or any Canadian Designated Subsidiary;

        "CANADIAN LENDERS" means the financial institutions set out in Schedule
        A, each of which is resident in Canada for the purposes of the INCOME
        TAX ACT (Canada);

        "CAPITAL LEASE" means any leasing or similar arrangement which, in
        accordance with GAAP, would be classified a capital lease;

        "CAPITAL LEASE OBLIGATIONS" means all monetary obligations of Celestica
        or a Subsidiary under a Capital Lease and for the purposes of this
        Agreement and each other Loan Document, the amount of such obligations
        shall be the capitalized amount thereof, determined in accordance with
        GAAP;

        "CASH EQUIVALENTS" means:

            (i)   United States Dollars,  Canadian  Dollars or Freely  Tradeable
                  European Currency;

            (ii)  bonds, debentures or other evidences of indebtedness issued or
                  directly and fully guaranteed or insured by the United States
                  or Canadian Government, any agency or instrumentality thereof
                  or, if such bonds, debentures or other evidences of
                  indebtedness are rated at least A-1 or P-1 by an Approved
                  Credit Rating Agency, of the Government of any Province of
                  Canada or any agency or instrumentality thereof;

            (iii) any evidence of indebtedness, maturing not more than one year
                  after such time, issued or guaranteed by the United States or
                  Canadian Government or, if such evidence of indebtedness is
                  rated at least A-1 or P-1 by an Approved Credit Rating Agency
                  or R1(mid) by Dominion Bond Rating Service Limited ("DBRS") by
                  the Government of any Province of Canada;

            (iv)  commercial paper, maturing not more than twelve months from
                  the date of issue, which is issued by,

                  (A)   a corporation (other than an Obligor or any Affiliate of
                        any Obligor) organized under the laws of any state of
                        the United States, of the District of Columbia, of
                        Canada or of any Province of Canada and rated at least
                        A-1 by Standard & Poor's or P-1 by Moody's or any
                        equivalent rating by another Approved Credit Rating
                        Agency or R1(mid) by DBRS; or

                  (B) any Lender (or an Affiliate thereof);


<PAGE>
                                      -8-


            (v)   any certificate of deposit or bankers' acceptance, maturing
                  not more than one year after such time, which is issued by
                  either,

                  (A)   a commercial banking institution that is a member of the
                        Federal Reserve System and has a combined capital and
                        surplus and undivided profits of not less than U.S.
                        $500,000,000 or a bank that is listed on Schedule I to
                        the BANK ACT (Canada); or

                  (B)   any Lender;

            (vi)  any repurchase agreement entered into with any Lender (or
                  other commercial banking institution of the stature referred
                  to in clause (v)(A) which ,

                  (A)   is secured by a fully perfected security interest in any
                        obligation of the type described in any of clauses (ii)
                        through (v); and

                  (B)   has a market value at the time such repurchase agreement
                        is entered into of not less than 100% of the repurchase
                        obligation of such Lender (or other commercial banking
                        institution) thereunder;

            (vii) marketable debt securities issued in the United Kingdom by Her
                  Majesty's Government;

            (viii)amounts deposited overnight for cash management purposes with
                  a commercial banking institution, which banking institution
                  does not meet the debt rating criteria set out in paragraph
                  (ix) below, with whom Celestica or a Restricted Subsidiary has
                  a cash management relationship, provided that such amounts,
                  for the purposes of inclusion of such amounts in the
                  definition of "Net Funded Debt", shall be limited to an
                  aggregate amount of U.S. $30,000,000;

            (ix)  amounts deposited overnight with a commercial banking
                  institution provided that such institution, or the guarantor
                  of the obligations of such institution with respect to such
                  deposits, in each case, has a short-term debt rating of A-1
                  granted by Standard & Poor's or P-1 granted by Moody's;

            (x)   the face amount of certificates of deposit issued in London by
                  an authorized institution under the ENGLAND BANKING ACT 1987
                  or a Building Society authorized under the ENGLAND BUILDING
                  SOCIETIES ACT 1986 with a short term debt rating, in each
                  case, of A-1 granted by Standard & Poor's or P-1 granted by
                  Moody's; and

            (xi)  Pound Sterling bills of exchange eligible for rediscount at
                  the Bank of England;


<PAGE>
                                      -9-


        "CELESTICA" means Celestica Inc., a corporation duly incorporated,
        organized and subsisting under the laws of the Province of Ontario, and
        any successor corporation;

        "CELESTICA CORP." means Celestica Corporation, a corporation duly
        incorporated, organized and subsisting under the laws of the State of
        Delaware, and any successor 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 corporation;

        "CELESTICA U.K." means Celestica Limited, a company duly incorporated,
        organized and subsisting under the laws of England and any successor
        corporation;

        "CELESTICA  U.S."  means  Celestica  (U.S.)  Inc.,  a  corporation  duly
        incorporated,  organized and  subsisting  under the laws of the State of
        Delaware, and any successor corporation;

        "CERCLA" means the United States COMPREHENSIVE  ENVIRONMENTAL  RESPONSE,
        COMPENSATION AND LIABILITY ACT OF 1980;

        "CERCLIS" means the United States Comprehensive  Environmental  Response
        Compensation Liability Information System List;

        "CLAIMS" has the meaning specified in Section 12.4(a);

        "CLOSING DATE" means June 8, 2001;

        "CODE" means the United States INTERNAL REVENUE CODE OF 1986;

        "COMMENCEMENT DATE" means the date of commencement of the third stage of
        EMU as contemplated by the Treaty;

        "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 D;

        "CONSENT DESIGNATED SUBSIDIARIES" means a Designated Subsidiary, (a)
        which was not incorporated, continued, amalgamated or otherwise created
        in accordance with (i) the laws of a province of Canada or the federal
        laws of Canada (ii) the laws of a state of the United States of America
        or (iii) the laws of a member of the United Kingdom and which is not
        domiciled in Canada, the United States of America or the United Kingdom,
        and (b) which has satisfied and complied with the terms of Section
        7.1(c);

        "CONSENT FACILITY AGENT" means the financial institution designated by
        the Administrative Agent, in conjunction with Celestica, to act as
        facility agent in respect of Advances to and payments or repayments by a
        Consent Designated Subsidiary;


<PAGE>
                                      -10-


        "CONSENT LENDERS" has the meaning set out in Section 7.2(b);

        "CONSENT RATEABLE PORTION" means, with respect to any Consent Lender,
        the ratio at any time, expressed as a decimal fraction, of such Consent
        Lender's Commitment allocated to a Consent Designated Subsidiary at such
        time to the aggregate of the Commitments of all other Consent Lenders
        allocated to the same Consent Designated Subsidiary;

        "CONTINGENT LIABILITY" means any agreement, undertaking or arrangement
        by which any Person guarantees, endorses or otherwise becomes or is
        contingently liable for the Indebtedness for borrowed monies of any
        other Person;

        "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 2.14;

        "CONVERSION NOTICE" means a notice  substantially in the form set out in
        Schedule G;

        "CORPORATE REORGANIZATION" has the meaning specified in Section 13.12;

        "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
        Relevant Facility 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, a U.S. Designated Subsidiary or a U.K. Designated
        Subsidiary in accordance with and which complies with the terms of
        Section 7.1(b) of this Agreement or which becomes a Consent Designated
        Subsidiary pursuant to Section 7.1(c);


<PAGE>
                                      -11-


        "DESIGNATED  SUBSIDIARY  AGREEMENT" means an agreement  substantially in
        the form set out in Schedule H;

        "DEUTSCHE MARKS" means the lawful currency of Germany;

        "DISBURSEMENT" has the meaning specified in Section 3.4;

        "DISBURSEMENT DATE" has the meaning specified in Section 3.4;

        "DRAWDOWN" means a drawdown of an Advance;

        "DRAWDOWN DATE" means, in relation to any Advance, the date, which shall
        be a Banking Day, on which the Drawdown of such Advance is made by a
        Borrower pursuant to a Drawdown Notice;

        "DRAWDOWN  NOTICE" means a notice  substantially  in the form set out in
        Schedule I;

        "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;

        (f)     all amounts deducted in the calculation of Net Income in
                connection with the implicit financing costs of synthetic leases
                and Permitted Securitization Transactions;

        (g)     all  amounts  deducted  in  the  calculation  of Net  Income  in
                determining all non-recurring charges; and

        (h)     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


<PAGE>
                                      -12-


        acquired Restricted Subsidiary or operation for its immediately
        preceding four fiscal quarters completed prior to such acquisition.

            (x)   If such newly acquired Restricted Subsidiary or operation was,
                  immediately  prior  to such  acquisition,  accounted  for on a
                  stand-alone basis,  EBITDA for such newly acquired  Restricted
                  Subsidiary  or  operation  shall only be included in the above
                  calculation  if  EBITDA  for such  newly  acquired  Restricted
                  Subsidiary or operation, as the case may be, can be determined
                  by reference to historical financial  statements  satisfactory
                  to the Administrative Agent; and

            (y) If such newly acquired Restricted Subsidiary or operation:

                  (A)   was not, immediately prior to such acquisition,
                        accounted for on a stand-alone basis; or

                  (B)   was immediately prior to such acquisition, accounted for
                        on a stand-alone  basis but, in the determination of the
                        Administrative Agent acting reasonably,  the business of
                        such newly acquired  Restricted  Subsidiary or operation
                        will not be conducted  by  Celestica  or its  Restricted
                        Subsidiary,  as the case may be,  in  substantially  the
                        same form or the same manner as  conducted by the vendor
                        immediately prior to such acquisition,

        then subject to the satisfaction of the Administrative Agent and the
        Majority Lenders with the method of determination thereof acting
        reasonably, EBITDA for such newly acquired Restricted Subsidiary or
        operation will be determined having regard to historical financial
        results together with, and having regard to, contractual arrangements
        and any other changes made or proposed to be made by Celestica or its
        Restricted Subsidiary, as the case may be, to the business of such newly
        acquired Restricted Subsidiary or operation.

        "EMU" means Economic and Monetary Union as contemplated in the Treaty;

        "EMU LEGISLATION" means legislative measures of the European Council for
        the introduction of, changeover to, or operation of a single or unified
        European currency;

        "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


<PAGE>
                                      -13-


        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 time) on such date for the purchase of the
        first currency with the second currency;

        "EURO" means the single  currency to be introduced  on the  Commencement
        Date;

        "EURO UNIT" means a unit of the Euro as defined in the EMU Legislation;

        "EUROPEAN COMMISSION" means the body established pursuant to Article 155
        of the Treaty;

        "EUROPEAN COUNCIL" means a meeting of the Heads of State or Government
        and the President of the European Commission established by and held
        pursuant to Article 2 of the Single European Act 1986;

        "EUROPEAN UNION" means the European Union established by the Treaty on
        European Union signed at Maastricht on February 7, 1992;

        "EVENT OF DEFAULT" means any of the events described in Section 10.1;

        "EXISTING  CREDIT  AGREEMENT"  has the  meaning  specified  in the first
        recital hereof;

        "EXEMPTED JURISDICTION" has the meaning specified in Section 13.12;

        "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 a revolving  credit facility in an aggregate  principal
        amount of U.S. $250,000,000 to be made available to the Borrowers as set
        forth in Article 2;

        "FACILITY  FEE"  has  the  meaning  specified  in  Section  2.13(a)  and
        calculated in accordance with Schedule E;

        "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:

        (a)     the weighted average of the rates on overnight federal funds
                transactions with members of the Federal Reserve System arranged
                by federal funds brokers as published for such day (or, if such
                day is not a Banking Day, for the next preceding Banking Day) by
                the Federal Reserve Bank of New York, or

        (b)     for any Banking Day on which such rate is not so published by
                the Federal Reserve Bank of New York, the average of the
                quotations for such day for such transactions received by the
                Administrative Agent from three federal funds


<PAGE>
                                      -14-


                brokers of recognized  standing  selected by the  Administrative
                Agent in consultation with Celestica;

        "FINAL MATURITY DATE" means July 7, 2003;

        "FREELY TRADEABLE EUROPEAN CURRENCY" means Pounds Sterling, Deutsche
        Marks, French Francs and any other available currency of a country which
        is a member of the European Union, and, when it trades on a LIBOR
        equivalent basis and is freely convertible to Canadian Dollars and to
        United States Dollars, the Euro;

        "FRENCH FRANCS" means the lawful currency of France;

        "GAAP" has the meaning specified in Section 1.7;

        "GUARANTEES"   means   the   guarantees   of  each  of  the   Guarantors
        substantially in the form set forth in Schedule J;

        "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" has the meaning specified in Section 12.5(a);

        "HEDGING OBLIGATIONS" means, with respect to any Person, all liabilities
        of such Person under interest rate swap agreements, interest rate cap
        agreements, interest rate collar agreements and all such other
        agreements or arrangements designed to protect such Person against
        fluctuations in interest rates;

        "INDEBTEDNESS" of any Person means, without duplication:

        (a)     all obligations of such Person for borrowed money and all
                obligations of such Person evidenced by bonds, debentures, notes
                or other similar instruments;

        (b)     all obligations, contingent or otherwise, relative to the face
                amount of all letters of credit, whether drawn or undrawn, and
                bankers' acceptances issued for the account of such Person;

        (c)     all obligations of such Person as lessee under leases which have
                been or should be, in accordance with GAAP, recorded as Capital
                Leases, including liabilities in respect of Capital Leases
                incurred by such Person in connection with sale/leaseback
                transactions;

        (d)     net liabilities of such Person under all Hedging Obligations or
                net liabilities of such Person under currency, swap, forward or
                other foreign exchange hedging agreements;


<PAGE>
                                      -15-


        (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 5.8(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
        deferred financing costs and other non-cash interest expense;

        "INTEREST PAYMENT DATE" shall have the meaning set out in Section 2.8;

        "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, 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 a LIBOR Advance, numerically corresponds to such date one, two,
        three or six months thereafter (or, if such month has no numerically
        corresponding date, on the last Banking Day of such month) or which, in
        the case of a LIBOR Advance to a U.K. Designated Subsidiary may be
        seven days thereafter, 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

<PAGE>
                                      -16-


                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 in
                writing by the Administrative Agent; and

        (c)     no Interest Period may end later than the Final Maturity Date;

        "ISSUANCE REQUEST" means a request and certificate duly executed by an
        authorized officer of Celestica in substantially the form of Schedule M
        attached hereto;

        "ISSUING  BANK" means a Canadian  Lender which issues a Letter of Credit
        pursuant to Article 3;

        "LC FEE" has the meaning specified in Schedule E;

        "LENDERS" means, collectively,  the Canadian Lenders, U.S. Lenders, U.K.
        Lenders and any Consent  Lenders,  and "LENDER" shall mean any financial
        institution which, together with its Affiliate or Affiliates, constitute
        a Canadian Lender,  a U.S.  Lender, a U.K. Lender and, if applicable,  a
        Consent Lender;

        "LENDERS' COUNSEL" means the firm of Osler, Hoskin & Harcourt, Toronto,
        Ontario, or such other firm of legal counsel as the Agent may from time
        to time designate;

        "LETTER OF CREDIT" means a standby letter of credit issued by the
        Issuing Bank at the request of Celestica pursuant to Section 3.2;

        "LETTER OF CREDIT AVAILABILITY" means U.S. $50,000,000;

        "LIBO RATE" means, relative to any LIBOR Advance:

        (a)     the rate of  interest  per annum of the offered  quotations  for
                deposits in the  currency of the  relevant  Advance 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 "page 3750" or "page 3740", as applicable
                (or  any  replacement   pages)  by  "Telerate  -  The  Financial
                Information  Network"  published by Telerate  Systems,  Inc. (or
                such other company or service as may be nominated by the British
                Bankers'  Association as the information  vendor for the purpose
                of displaying British Bankers'  Association  Interest Settlement
                Rates for deposits in the currency in which the LIBOR Advance is
                requested) 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


<PAGE>
                                      -17-


                the nearest 1/16 of 1%) of such rates as reported on the display
                page designated as the page (or any replacement page) for the
                offering of deposits in the currency in which the LIBOR Advance
                is requested (for example, the LIBO page in the case of United
                States Dollars) 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) or
                (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 the  currency in which the
                LIBOR Advance is requested in  immediately  available  funds are
                offered 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 (x) in the case of a LIBOR Advance denominated
        in Pounds Sterling, the first day of such Interest Period; or (y) in the
        case of a LIBOR Advance denominated in any other Freely Tradeable
        European Currency or in United States Dollars, 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 below its signature hereto, or designated in the
        Transfer Notice, 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), 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 this Agreement, the Guarantees provided for
        herein and 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 Guarantors or any of them hereunder or thereunder or
        pursuant hereto or thereto;


<PAGE>
                                      -18-


        "LONDON OFFICE" means the office of the U.K. Facility Agent,  located at
        Scotia House, 33 Finsbury Square, London, England , EC2A 1BB (facsimile:
        011-44-171-826-5857) or such as other address as the U.K. Facility Agent
        may   designate  by  notice  to  Celestica   and  the  U.K.   Designated
        Subsidiaries;

        "LOSSES" has the meaning specified in Section 12.4(a);

        "MAJORITY  LENDERS" means the Lenders,  the  Commitments of which are in
        the aggregate 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 Q;

        "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 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)(ii); provided, however, that 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 consolidated assets of the Borrowers and the Restricted
        Subsidiaries on such date, and in the event that 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 consolidated
        assets of the Borrowers and Restricted Subsidiaries, Celestica shall set
        out in a schedule to the Officer's Certificate to be delivered in
        accordance with Section 9.1(a)(iii) 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 per cent (10%)
        of the consolidated assets of the Borrowers and Restricted Subsidiaries
        on such date;

        "MEMBER STATE" means a country which:

        (a)     was an original signatory to the Treaty; or


<PAGE>
                                      -19-


        (b)     has acceded to the Treaty in accordance with the provisions of
                Article 237 of the Treaty or Article O of the Maastricht Treaty
                of European Union dated 7th February, 1992;

        "NATIONAL  CURRENCY  UNIT"  means the unit of  currency  (other than the
        Euro) of a Treaty Country;

        "NET FUNDED DEBT" of Celestica, on a consolidated basis, means, at any
        particular time and without duplication the amount, by which the
        aggregate of:

        (a)     on a consolidated basis, determined in accordance with GAAP:

            (i)   the outstanding monetary Obligations at such time;

            (ii) the Capital Lease Obligations outstanding at such time;

            (iii) any other Indebtedness for borrowed money (including, without
                  limitation and without duplication, all Indebtedness in
                  respect of bankers' acceptances and letters of credit)
                  outstanding at such time but excluding (A) Permitted
                  Subordinated Indebtedness and (B) any Indebtedness which, in
                  accordance with GAAP adopted as at the date of incurring such
                  Indebtedness, qualified as equity, so long as the terms
                  governing such Indebtedness are not amended after the date of
                  incurring the Indebtedness in a manner that would have
                  resulted in such Indebtedness not qualifying as equity in
                  accordance with GAAP as adopted as at the date of incurring
                  such Indebtedness;

            (iv)  the net marked-to-market value (positive or negative) of any
                  Hedging Obligations; and

            (v)   any Acquired Indebtedness outstanding at such time;

        plus

        (b)     Contingent Liabilities of Celestica or any Restricted Subsidiary
                in existence at such time;

        exceeds the aggregate of

        (c)     cash and Cash Equivalents on a consolidated basis;

        "NET INCOME" means, for any particular period, net income of Celestica
        for such period determined on a consolidated basis in accordance with
        GAAP;

        "NOTICE OF AMOUNT" has the meaning specified in Section 5.4;


<PAGE>
                                      -20-


        "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' Acceptance or
        principal amount of an Acceptance Note 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 Note, if
                applicable, calculated in accordance with normal market
                practices based on the Canadian BA Rate for the term of such
                Bankers' Acceptance or Acceptance Note, if applicable; and

        (b)     the amount of the acceptance fees determined in accordance with
                Section 4.2 in respect of such Bankers' Acceptances Advance;

        "OBLIGATIONS" means all obligations (monetary and otherwise) of the
        Borrowers arising under or in connection with this Agreement and each
        other Loan Document;

        "OBLIGORS"  means,  collectively,  the Borrowers and the  Guarantors and
        "OBLIGOR" means any one of them;

        "OFFICER'S CERTIFICATE" means a certificate signed by any one of the
        Chairman of the Board, the President, the Chief Executive Officer, the
        Chief Operating Officer, the Chief Financial Officer, any Senior
        Vice-President, any Vice-President, the Treasurer, the Controller, the
        Assistant Treasurer, the Secretary or the Assistant Secretary of
        Celestica;

        "OFFICIAL BODY" means any national, federal or provincial government or
        any government of any political subdivision thereof, or any agency,
        authority, board, central bank, monetary authority, commission,
        department or instrumentality thereof, or any court, tribunal, grand
        jury, mediator or arbitrator, whether foreign or domestic, or any
        non-governmental regulatory authority to the extent that the rules,
        regulations and orders of such body have the force of law;

        "ORGANIC DOCUMENT" means, relative to any body corporate, its articles
        of incorporation, its by-laws and all shareholder agreements, voting
        trusts and similar arrangements applicable to any of its Shares;

        "OTHER TAXES" means any present or future stamp or documentary taxes or
        any other excise or property taxes, charges or similar levies which
        arise from any payment made hereunder or from the execution, delivery or
        registration of, or otherwise with respect to, any of the Loan
        Documents, or any other document in connection herewith;

        "OUTSTANDING AMOUNT" has the meaning specified in Section 2.3;

        "PBGC" means the Pension  Benefit  Guaranty  Corporation  and any entity
        succeeding to any or all of its functions under ERISA;

<PAGE>
                                      -21-


        "PENSION PLAN" means:

        (a)     any plan, programme, agreement or arrangement that is a pension
                plan for the purposes of any federal or provincial pension
                benefit law or under the INCOME TAX ACT (Canada) (whether or not
                registered under such law) which is maintained or contributed
                to, or to which there is or may be an obligation to contribute
                by any of the Borrowers in respect of its employees in Canada;
                and

        (b)     a "pension plan", as such term is defined in Section 3(2) of
                ERISA, which is subject to Title IV of ERISA (other than a
                multi-employer plan as defined in Section 4001(a)(3) of ERISA),
                and to which the Borrowers or any of the Subsidiaries or any
                corporation, trade or business that is, along with the
                Borrowers, a member of a Controlled Group, may have liability;

        "PERMITTED ENCUMBRANCES" means any one or more of the following with
        respect to the assets of Celestica or any Restricted Subsidiary:

        (a)     inchoate or statutory Liens for Taxes, assessments and other
                governmental charges or levies which are not delinquent (taking
                into account any relevant grace periods) or the validity of
                which are currently being contested in good faith by appropriate
                proceedings and in respect of which there shall have been set
                aside a provision or reserve (to the extent required by GAAP) in
                an amount which is adequate therefor;

        (b)     inchoate or  statutory  Liens of  contractors,  sub-contractors,
                mechanics, workers, suppliers,  materialmen, carriers and others
                in respect of construction,  maintenance, repair or operation of
                assets of Celestica or the relevant  Restricted  Subsidiary,  or
                otherwise  arising in the  ordinary  course  provided  that such
                Liens are related to obligations  not due or delinquent  (taking
                into  account any  applicable  grace or cure  periods),  are not
                registered as encumbrances against title to any of the assets of
                Celestica or the  relevant  Restricted  Subsidiary  and adequate
                holdbacks  are  being   maintained  as  required  by  applicable
                legislation  or such Liens are being  contested in good faith by
                appropriate proceedings and in respect of which there shall have
                been set aside a provision or reserve (to the extent required by
                GAAP) in an amount which is adequate  with  respect  thereto and
                provided  further  that  such  Liens  do not  in  the  aggregate
                materially  detract from the value of the assets of Celestica or
                any  Material  Restricted   Subsidiary   encumbered  thereby  or
                materially  interfere  with the use thereof in the  operation of
                the business of Celestica or any Material Restricted Subsidiary;

        (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


<PAGE>
                                      -22-


                or any Material  Restricted  Subsidiary or materially  interfere
                with  the  use  thereof  in the  operation  of the  business  of
                Celestica or any Material Restricted Subsidiary;

        (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 materially interfere with the use thereof in the operation of
                the business of Celestica or any Material Restricted Subsidiary;

        (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 materially interfere with the use thereof in the operation of
                the business of Celestica or any Material Restricted Subsidiary;

        (f)     Liens securing appeal bonds or other similar Liens arising in
                connection with court proceedings (including, without
                limitation, surety bonds, security for costs of litigation where
                required by law and letters of credit) or any other instrument
                serving a similar purpose;

        (g)     attachments, judgments and other similar Liens arising in
                connection with court proceedings; provided, however, that such
                Liens are in existence for less than 30 days after the entry
                thereof or the execution or other enforcement of such Liens is
                effectively stayed and the claims secured thereby are being
                actively contested in good faith and by appropriate proceedings;

        (h)     Liens given to a public utility or any municipality or
                governmental or other public authority when required by such
                utility or other authority in connection with the operation of
                the business or the ownership of the assets of Celestica or the
                relevant Restricted Subsidiary, provided that such Liens do not
                have a Material Adverse Effect;

        (i)     Purchase Money Obligations arising in the ordinary course of
                business, provided that such Lien is limited to the property so
                acquired and is created, issued or assumed substantially
                concurrently with the acquisition of such property;

        (j)     the right reserved to or vested in any Official Body by any
                statutory provision or by the terms of any lease, licence,
                franchise, grant or permit of any of Celestica or the relevant
                Restricted Subsidiary, to terminate any such lease, licence,
                franchise, grant or permit, or to require annual or other
                payments as a condition to the continuance thereof;


<PAGE>
                                      -23-


        (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 over the assets securitized in connection with any
                Permitted Securitization Transaction;

        (n)     Liens granted by Celestica Corporation pursuant to and in
                accordance with the Synthetic Lease provided that neither
                Celestica nor any other Subsidiary other than Celestica,
                Celestica Corporation or Celestica International Inc. has any
                liability in respect of such indebtedness;

        (o)     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;

        (p)     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;

        (q)     Liens granted in respect of Shares of Unrestricted Subsidiaries;

        (r)     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; and

        (s)     the Lien perfected by the  registration in the Ontario  Personal
                Property  Registration  System of Financing  Statement Reference
                File No.  078426459,  Registration  No.  961017  1441  0043 8892
                registered  on October 17, 1996 for a period of 5 years,  naming
                as Business Debtor Celestica, Inc. at its address located at 844
                Don Mills Rd.,  32/737  North  York,  Ontario M3C 1V7 by 1201541
                Ontario  Inc. as Secured  Party,  naming as the secured  party's
                address 161 Bay Street,  49th Floor,  P.O. Box 700, Canada Trust
                Tower  Toronto,  Ontario  M5J 2S1 and  checking  the  collateral
                classifications  accounts and other,  which financing  statement
                was amended on October 23, 1996 by Registration  No. 961023 1124

<PAGE>
                                      -24-


                0043 9764 to indicate change of name of the Secured Party to
                Celestica International Inc. pursuant to articles of amendment
                dated October 22, 1996. This registration shall perfect only
                security interests granted in connection with a Loan Agreement
                made as of November 4, 1996, as amended, between Celestica, Inc.
                (a predecessor to Celestica International Inc.) and 1201541
                Ontario Inc. (a predecessor to Celestica International Inc.),
                pursuant to which Celestica, Inc. borrowed an aggregate
                principal amount of U.S. $200,000,000 from 1201541 Ontario Inc.;

        "PERMITTED  ENCUMBRANCE  CERTIFICATE" means a certificate in the form of
        Schedule S;

        "PERMITTED SECURITIZATION TRANSACTION" means any transaction providing
        for the sale, securitization or other asset-backed financing of (i)
        trade accounts receivable of or owing to Celestica or any Restricted
        Subsidiary not exceeding 30% of the book value thereof in any fiscal
        year, (ii) inventory of Celestica or any Restricted Subsidiary not
        exceeding 30% of the book value thereof in any fiscal year, or (iii)
        contractual rights related to (i) or (ii), provided that the terms and
        conditions of the subject transaction shall be on an Arm's Length basis
        and on commercially reasonable and usual terms;

        "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, 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;

        "POUNDS STERLING" means the lawful currency of the United Kingdom;

        "PREDECESSOR CORPORATION" has the meaning ascribed thereto in Section
        13.12;

        "PREDECESSOR GUARANTEE" has the meaning ascribed 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'


<PAGE>
                                      -25-


        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 Agent, and (y) 1/2 of 1% per annum;

        "PRIME RATE ADVANCE" means a loan made by the Canadian Lenders to
        Celestica or a Canadian Designated Subsidiary in Canadian Dollars on
        which interest is payable at the Prime Rate;

        "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);

        "RATEABLE PORTION" means, with respect to any Lender, at any time,
        subject to adjustment by the Administrative Agent in accordance with
        Section 11.16 of this Agreement and also subject to Sections 2.3 and
        4.1 of this Agreement, the ratio, expressed as a decimal fraction, of
        (a) such Lender's Commitment at such time to (b) the aggregate of the
        Commitments of all of the Lenders;

        "REIMBURSEMENT OBLIGATION" has the meaning specified in Section 3.4;

        "RELEASE" has the meaning specified in Section 8.1(i)(i);

        "RELEVANT CONSENT FACILITY AGENT" means with respect to each Consent
        Designated Subsidiary, the Consent Facility Agent for such Consent
        Designated Subsidiary, appointed in accordance with Section 7.1(c)(iv);

        "RELEVANT CONSENT LENDERS" has the meaning specified in Section 7.2(b);

        "RELEVANT FACILITY AGENT" means:

        (a)     With   respect  to  Celestica   and  any   Canadian   Designated
                Subsidiary,  the Canadian  Facility  Agent,  acting  through its
                Toronto Office;

        (b)     With  respect  to  any  U.S.  Designated  Subsidiary,  the  U.S.
                Facility Agent, acting through its Toronto Office;

        (c)     With respect to any U.K. Designated Subsidiary, the U.K.
                Facility Agent acting through its London Office; and


<PAGE>
                                      -26-


        (d)     With respect to any Consent Designated Subsidiary, the Relevant
                Consent Facility Agent, acting through an office determined by
                the Administrative Agent in conjunction with Celestica;

        and "FACILITY AGENT" means any one of them;

        "RELEVANT  LENDERS"  means,  for Celestica  and any Canadian  Designated
        Subsidiary,  the Canadian Lenders,  for any U.S. Designated  Subsidiary,
        the U.S. Lenders, for any U.K. Designated  Subsidiary,  the U.K. Lenders
        and for any Consent Designated Subsidiary, the Consent Lenders;

        "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 2.11, 4.4 and 4.5;

        "ROLLOVER NOTICE" means a notice substantially in the form of
        Schedule K;

        "SCHEDULE I REFERENCE LENDERS" means, where there are three or fewer
        Canadian Lenders which are Canadian chartered banks that are listed on
        Schedule I to the BANK ACT (Canada), all such Lenders, and where there
        are more than three such Lenders, three of such Lenders chosen by the
        Administrative Agent and identified by written notice to Celestica;
        provided that if the Administrative Agent is also a Lender, the
        Administrative Agent shall be one of the Lenders comprising the Schedule
        I Reference Lenders;

        "SCHEDULE II REFERENCE LENDERS" means, where there are two or fewer
        Canadian Lenders which are Canadian chartered banks that are listed on
        Schedule II of the BANK ACT (Canada), all such Lenders, and where there
        are more than two such Lenders, two of such Lenders chosen by the
        Administrative Agent and identified by written notice to Celestica and
        where there is one such Lender, that Lender;

        "SCOTIABANK" means The Bank of Nova Scotia, a Canadian chartered bank;

        "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;

        "SPECIAL PURPOSE SUBSIDIARY" means any Subsidiary of Celestica which (a)
        is formed for the purpose of effecting any Permitted Securitization
        Transaction and engaging in other activities reasonably related thereto,
        and, where applicable, (b) is structured as a


<PAGE>
                                      -27-


        "bankruptcy-remote subsidiary" in accordance with customary practices in
        the asset-backed securitization market;

        "SUBSIDIARY" means, with respect to any Person, any corporation, company
        or other similar business entity (including, for greater certainty, a
        Canadian chartered bank) of which more than fifty per cent (50%) of the
        outstanding Shares or other equity interests (in the case of Persons
        other than corporations) having ordinary voting power to elect a
        majority of the board of directors or the equivalent thereof of such
        corporation, company or similar business entity (irrespective of whether
        at the time Shares of any other class or classes of the Shares of such
        corporation, company or similar business entity shall or might have
        voting power upon the occurrence of any contingency) is at the time
        directly or indirectly owned by such Person, by such Person and one or
        more other Subsidiaries of such Person, or by one or more other
        Subsidiaries of such Person;

        "SUBSTITUTE LENDERS" has the meaning specified in Section 11.14;

        "SUCCESSOR AGENT" has the meaning specified in Section 11.10;

        "SUCCESSOR CORPORATION" has the meaning specified in Section13.12(a);

        "SYNTHETIC LEASE" means the Master Lease and Open-end Mortgage dated as
        of February 12, 1998 made between Celestica Corporation (under its
        former name, Celestica Colorado Inc.) and BMO Leasing (U.S.) Inc., as
        same may be amended, restated, supplemented, extended or replaced from
        time to time, including, without limitation, the amendment dated
        December 31, 1998 pursuant to which Celestica Corporation (under its
        former name Celestica (USA), Inc.) assumed the liabilities of Celestica
        Colorado, Inc. under such Master Lease and Open-end Mortgage;

        "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;


<PAGE>
                                      -28-


        "TANGIBLE NET WORTH" of Celestica, on a consolidated basis, means, at
        any particular time, without duplication, the sum, determined in
        accordance with GAAP, of:

        (a)     capital stock;

        (b)     preferred stock;

        (c)     paid-in capital; and

        (d)     retained earnings;

        (e)     cumulative   translation   adjustment   (whether   positive   or
                negative);

        minus the sum of any amounts shown on account of any:

        (f)     patents, patent applications, trade marks, service marks,
                industrial designs, copyright and trade marks;

        (g)     goodwill and other intangibles; and

        (h)     any equity in,  loan to or other  investment  or  interest in an
                Unrestricted Subsidiary whatsoever;

        "TARGET" means the Trans-European  Automated  Real-Time Gross Settlement
        Express Transfer System;

        "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 Canadian Facility Agent and the
        U.S. Facility Agent located at 44 King Street West, 14th Floor, Toronto,
        Ontario, Canada M5H lH1 (facsimile:  416-866-5991) or such other address
        as either of the Canadian  Facility Agent or the U.S. Facility Agent may
        designate by notice to Celestica;

        "TRANSFER NOTICE" means a notice substantially in the form of
        Schedule L;

        "TREATY" means the Treaty Establishing the European Community being the
        Treaty of Rome of March 25, 1957, as amended by the SINGLE EUROPEAN ACT
        1986 and the Maastricht Treaty (which was signed at Maastricht on
        February 7, 1992 and came into force on November 1, 1993), as amended
        from time to time;

        "TREATY COUNTRY" means each state described as a participating Member
        State in any EMU Legislation, whether in the first wave or subsequently;


<PAGE>
                                      -29-


        "U.K.  DESIGNATED  SUBSIDIARY"  means a Designated  Subsidiary which was
        incorporated,  continued, amalgamated or otherwise created in accordance
        with and  continues to be governed by the laws of a member of the United
        Kingdom and which is domiciled in the United Kingdom;

        "U.K.  FACILITY  AGENT" means  Scotiabank when acting in its capacity as
        facility agent in respect of Advances to and payments or repayments by a
        U.K. Designated Subsidiary;

        "U.K. LENDERS" means the financial institutions set out in Schedule C;

        "UNITED  STATES  DOLLARS" and "U.S. $" means the lawful  currency of the
        United States of America in immediately available funds;

        "U.S.  DESIGNATED  SUBSIDIARY"  means a Designated  Subsidiary which was
        incorporated,  continued, amalgamated or otherwise created in accordance
        with and  continues  to be governed by the laws of a state of the United
        States  of  America  and  which is  domiciled  in the  United  States of
        America;

        "U.S.  FACILITY  AGENT" means  Scotiabank when acting in its capacity as
        facility  agent in respect of Advances to and payments or  repayments by
        any U.S. Designated Subsidiary;

        "U.S.  LENDERS" means the financial  institutions set out in Schedule B;
        and

        "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.

1.2             HEADINGS


                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.

1.3             USE 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 Request, 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.


<PAGE>
                                      -30-


1.4             EXTENDED MEANINGS

                Words importing the singular number only shall include the
plural and VICE VERSA, and words importing any gender shall include all genders.

1.5             CROSS 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 referenced in the Article, Section or
definition to any Clause are references to such Clause of such Article, Section
or definition.

1.6             REFERENCE TO AGENT OR LENDERS

                Any reference in this Agreement to an Agent or a Lender shall be
construed so as to include its permitted successors, transfers or assigns
hereunder in accordance with their respective interests.

1.7             ACCOUNTING 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, those Canadian generally accepted accounting principles as now
or (except as provided in clause (a)(iii) of the definition of Net Funded Debt)
hereafter adopted by the Canadian Institute of Chartered Accountants or any
successor thereto ("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.

1.8             CONSOLIDATED 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


<PAGE>
                                      -31-


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.

1.9             NON-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.

1.10            REFERENCES TO TIME OF DAY

                Except as otherwise specified herein, a time of day shall be
construed as a reference to Toronto, Canada time.

1.11            SEVERABILITY

                In the event that one or more of the provisions contained in
this Agreement shall be invalid, illegal or unenforceable in any respect under
any Applicable Law, the validity, legality or enforceability of the remaining
provisions hereof shall not be affected or impaired thereby.

1.12            CURRENCY

                All monetary amounts in this Agreement refer to United States
Dollars unless otherwise specified.

1.13            REFERENCES 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.

1.14            REFERENCES 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.


<PAGE>
                                      -32-


1.15            CONSENTS 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.

1.16            SCHEDULES

                The following are the Schedules attached hereto and incorporated
by reference and deemed to be part hereof:

<TABLE>
               <S>          <C>     <C>
               Schedule A    -      Canadian Lenders
               Schedule B    -      U.S. Lenders
               Schedule C    -      U.K. Lenders
               Schedule D    -      Lenders' Commitments
               Schedule E    -      Applicable Margin, Facility Fee and LC Fee
               Schedule F    -      Quarterly Certificate on Covenants
               Schedule G    -      Conversion Notice
               Schedule H    -      Designated Subsidiary Agreement
               Schedule I    -      Drawdown Notice
               Schedule J    -      Guarantees
               Schedule K    -      Rollover Notice
               Schedule L    -      Transfer Notice
               Schedule M    -      Issuance Request
               Schedule N    -      Remaining Indebtedness
               Schedule O    -      Acceptance Note
               Schedule P    -      Consent Lender Notice
               Schedule Q    -      Mandatory Cost Calculation
               Schedule R    -      Opinions of Counsel
               Schedule S    -      Permitted Encumbrance Certificate
</TABLE>

                                   ARTICLE 2

                                  THE FACILITY

2.1             ESTABLISHMENT OF THE FACILITY

                Upon the terms and subject to the conditions hereof, each of the
Lenders hereby severally agrees to make its Rateable Portion of the Facility
available to the Borrowers as specified in Section 2.3.

2.2             PURPOSE

        (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



<PAGE>
                                      -33-


                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 and for commercial paper support.

        (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.

2.3             TERM AND AVAILABILITY OF ADVANCES

                The Facility shall be available for Drawdowns by the Borrowers,
at the option of the Borrowers, as follows:

        (a)     to Celestica or any Canadian  Designated  Subsidiary,  Drawdowns
                from  Canadian  Lenders,  each  in  a  minimum  amount  of  Cdn.
                $5,000,000  and integral  multiplies of Cdn.  $100,000 in excess
                thereof, in Canadian Dollars by way of Prime Rate Advances;

        (b)     to Celestica or any Canadian  Designated  Subsidiary,  Drawdowns
                from  Canadian  Lenders,  each  in  a  minimum  amount  of  Cdn.
                $5,000,000  and integral  multiplies of Cdn.  $100,000 in excess
                thereof,  in  Canadian  Dollars  by way of  Bankers'  Acceptance
                Advances;

        (c)     to Celestica or any Canadian Designated Subsidiary, Drawdowns
                from Canadian 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;

        (d)     to Celestica or any Canadian Designated Subsidiary, Drawdowns
                from Canadian 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;

        (e)     to any U.S. Designated Subsidiary,  Drawdowns from U.S. 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 Advances;

        (f)     to any U.S. Designated Subsidiary,  Drawdowns from U.S. 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;

        (g)     to Celestica U.K. or any other U.K. Designated Subsidiary,
                Drawdowns from U.K. Lenders, each in a minimum amount of U.S.
                $5,000,000  and integral


<PAGE>
                                      -34-


                multiples of U.S.  $100,000 in excess thereof,  in United States
                Dollars by way of LIBOR Advances;

        (h)     to Celestica U.K. or any other U.K. Designated Subsidiary,
                Drawdowns from U.K. Lenders, each in a minimum Equivalent Amount
                equal to U.S. $5,000,000 on the day of the subject Drawdown
                Notice, and integral multiples equal to, if so converted, of
                U.S. $100,000, in excess thereof in, at the Borrower's option,
                any Freely Tradeable European Currency by way of LIBOR Advances;

        (i)     to a Consent Designated Subsidiary,  Drawdowns from the Relevant
                Consent Lenders, each in a minimum amount of U.S. $5,000,000 and
                integral  multiplies of U.S.  $100,000 in excess thereof or in a
                minimum Equivalent Amount equal to U.S. $5,000,000 on the day of
                the subject Drawdown Notice, and integral multiples equal to, if
                so  converted,  U.S.  $100,000,  in  excess  thereof  in, at the
                Borrower's option, United States Dollars or any Freely Tradeable
                European Currency by way of LIBOR Advances; and

        (j)     to Celestica, Letters of Credit from the Issuing Bank on behalf
                of the Canadian Lenders in, at the option of Celestica, Canadian
                Dollars, United States Dollars or any Freely Tradeable European
                Currency, in accordance with Article 3.

                Each Drawdown shall be made by irrevocable Drawdown Notice,
which Drawdown Notice shall be given by Celestica or any Canadian Designated
Subsidiary to the Canadian Facility Agent, by any U.S. Designated Subsidiary to
the U.S. Facility Agent, by a U.K. Designated Subsidiary to the U.K. Facility
Agent, by any Consent Designated Subsidiary to the Relevant Consent Facility
Agent (and to such other Person as may be agreed between the Administrative
Agent and Celestica), 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, Base Rate Canada Advances and Base Rate
Advances, (y) 10:00 a.m. London, England time on the Banking Day prior to the
relevant Drawdown Date in the case of a LIBOR Advance in Pounds Sterling, and
(z) 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. The Facility shall be a revolving credit
facility and the Borrowers may borrow, repay and reborrow the Facility as they
see fit, but subject to the terms of this Agreement, at any time prior to the
Final Maturity Date, and the Borrowers shall have the right to convert one
currency into another as they see fit, but subject to the terms of this
Agreement, subject to the manner in which the Facility is available to each
Borrower as set out in subsections (a) to (j) above. The Facility shall
terminate on the Final Maturity Date. 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 Equivalent Amount,


<PAGE>
                                      -35-


expressed in United States Dollars, of the aggregate principal amount of all
LIBOR Advances in Freely Tradeable European Currencies outstanding under the
Facility, plus (v) the aggregate principal amount of all LIBOR Advances in
United States Dollars outstanding under the Facility, plus (vi) the aggregate
principal amount of all Base Rate Advances outstanding under the Facility, plus
(vii) the aggregate principal amount of all Base Rate Canada Advances
outstanding under the Facility (collectively, the "OUTSTANDING AMOUNT") would
exceed U.S. $250,000,000 (or such lesser amount as may be available following a
cancellation in part of the Facility pursuant to Section 2.7).

                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 ("Take-over Bid Notice") thereof at least
ten (10) Banking Days prior to the day on which it gives to the Relevant 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
Relevant Lender shall, acting reasonably and in good faith, determine whether or
not it wishes to fund its Rateable Portion of such Drawdown. Notwithstanding any
other provisions hereof, if any Relevant Lender determines that it does not wish
to fund its Rateable Portion of a Drawdown, such Relevant Lender shall not be
required to fund its Rateable Portion of such Drawdown and the Drawdown shall be
reduced accordingly.

2.4             LENDERS' OBLIGATIONS

        (a)     The  obligations  of the Lenders  hereunder  are several and not
                joint.

        (b)     Save as otherwise specifically provided herein, each Canadian
                Lender, U.S. Lender, U.K. Lender and Consent Lender shall
                participate in each Advance referred to in the applicable
                provisions of Section 2.3 in accordance with its 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 obligations to make available
                its share of any Advances required to be made under this
                Agreement.

2.5             REPAYMENT 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 Relevant Facility 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.


<PAGE>
                                      -36-


2.6             REPAYMENT 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  Canadian  Facility  Agent or cause  another  Borrower to
                forthwith  repay to the Relevant  Facility Agent that portion of
                the Outstanding  Amount which is in excess of the maximum amount
                allowed pursuant to Section 2.3; provided,  however, that unless
                the  Outstanding  Amount  exceeds  One Hundred and Five Per Cent
                (105%) of the aggregate  Commitments  under the Facility,  there
                shall be no such obligation to make a repayment  hereunder until
                the next following Interest Payment Date, Drawdown Date, date of
                Rollover or date of Conversion  (whichever is the first to occur
                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 Relevant  Facility
                Agent  cash  collateral  in an  amount  equal  to  the  required
                repayment  amount to be held by the Relevant  Facility Agent for
                distribution to the Relevant  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 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 Final  Maturity Date to the Relevant  Facility Agent and,
                in the event  that the  expiry  date of any  Letter of Credit is
                after the Final Maturity Date,  Celestica shall deposit with the
                Canadian  Facility  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
                Canadian Facility Agent in an interest-bearing account and shall
                be  applied  to  satisfy  Celestica's  obligations  pursuant  to
                Section 3.3(a) 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  Canadian  Facility
                Agent shall pay to Celestica the amounts so deposited,  together
                with any  interest  accrued  thereon less any amount paid by the
                Canadian Facility Agent to 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


<PAGE>
                                      -37-


                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, provided that from and after January 1, 2002,
                repayments of LIBOR Advances in a Freely Tradeable European
                Currency which is a National Currency Unit shall be made only in
                the Euro Unit.

2.7             PAYMENTS/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 Canadian Facility 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 Relevant Facility Agent all
                applicable breakage costs, being any loss or expense incurred by
                the Relevant 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.

2.8             INTEREST 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. Such interest shall be payable
to the Canadian Facility Agent at its Toronto Office in Canadian Dollars on a
quarterly basis in arrears on the last Banking Day of each of March, June,
September and December (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


<PAGE>
                                      -38-


Interest Payment Date for such Prime Rate Advance, as the case may be, to and
including the day preceding such Interest Payment Date and shall be calculated
on the principal amount of the Prime Rate Advance from time to time outstanding
during such period and on the basis of the actual number of days elapsed in a
year of 365 or 366 days (in the case of an Interest Payment Date occurring in a
leap year). Changes in the Prime Rate shall cause an automatic and immediate
adjustment of the interest rate payable on Prime Rate Advances without the
necessity of any notice to the Borrowers.

2.9             INTEREST 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. Such interest
shall be payable to the Canadian Facility Agent at its Toronto Office in United
States Dollars quarterly 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.

2.10            INTEREST ON BASE RATE ADVANCES

                Interest on each Base Rate Advance shall accrue at a rate per
annum equal to the Base Rate in effect from time to time during the period of
time that the Base Rate Advance is outstanding. Such interest shall be payable
to the U.S. Facility Agent at its Toronto Office in United States Dollars
quarterly 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 Advance) or the
preceding Interest Payment Date for such Base 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 Base 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 360 days. Changes in the Base Rate shall cause an automatic
and immediate adjustment of the interest rate payable on Base Rate Advances
without the necessity of any notice to the Borrowers.

2.11            LIBOR ADVANCES

        (a)     LIBOR Advances shall be available for Drawdown or Rollover in
                United States Dollars and in Freely Tradeable European
                Currencies in minimum principal amounts of U.S. $5,000,000 and
                integral multiples of U.S. $100,000 in excess thereof, and the
                relevant Equivalent Amounts thereof in the subject Freely

<PAGE>
                                      -39-


                Tradeable European Currency. Each Drawdown Notice shall specify
                the applicable Interest Period and the requested currency for
                the LIBOR Advance. The duration of each such Interest Period
                shall be for periods of approximately one, two, three or six
                months (or such other period as may be agreed to by the
                Administrative Agent with the consent of the Majority 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 Final 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 a Lender,  acting reasonably,  is unable to determine the
                applicable  LIBO Rate,  then the relevant LIBOR Advance will not
                be made, and such Lender will notify the Relevant Facility Agent
                requesting  such LIBOR  Advance of such event  forthwith and the
                Relevant  Facility  Agent will  discuss  with such  Borrower the
                particular  circumstances and implications of such event. In the
                event that such determination is made by such Lender 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,  if the  Borrower  delivering
                such  Rollover  Notice or  Conversion  Notice is  Celestica or a
                Canadian  Designated  Subsidiary or a Base Rate Advance,  if the
                Borrower delivering such Rollover Notice or Conversion Date is a
                U.S.  Designated  Subsidiary.  In the  event  that the  Borrower
                delivering  such Rollover  Notice or  Conversion  Date is a U.K.
                Designated  Subsidiary or a Consent Designated  Subsidiary,  the
                proposed LIBOR Advance or proposed Conversion of another type of
                Advance into a LIBOR Advance will not be made to such Borrower.

        (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 or
                by 365 in the case of LIBOR Advances in Pounds Sterling or where
                market practice so requires. Interest on any LIBOR Advance shall
                be  payable  to the  Relevant  Facility  Agent in United  States
                Dollars (unless the LIBOR Advance is made in a Freely  Tradeable
                European  Currency,  in which  case it shall be  payable in such
                currency)  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

<PAGE>
                                      -40-


                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 U.S.  Designated  Subsidiary is neither
                repaid on the last day of an Interest  Period nor converted into
                another type of Advance on such date  pursuant to Section  2.14,
                and if the U.S.  Facility  Agent  has not  received  a  Rollover
                Notice or a Conversion  Notice  specifying  the term of the next
                Interest  Period for such LIBOR  Advance on or before 10:00 a.m.
                (local  time in New York,  New York) 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 Advance.

        (e)     If  a  LIBOR  Advance  to  Celestica  or a  Canadian  Designated
                Subsidiary  is  neither  repaid  on the last day of an  Interest
                Period nor  converted  into another type of Advance on such date
                pursuant to Section 2.14, and if the Canadian Facility Agent has
                not received a Rollover Notice or a Conversion Notice specifying
                the term of the next  Interest  Period for such LIBOR Advance on
                or before 10:00 a.m. 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.

        (f)     If the U.K.  Facility  Agent or the  Relevant  Consent  Facility
                Agent,  as applicable,  has not received a Rollover  Notice or a
                Conversion  Notice  specifying  the  term of the  next  Interest
                Period for such LIBOR  Advance  on or before  10:00 a.m.  (local
                time in London,  England)  on the  Banking Day prior to the last
                day of the then current  Interest  Period,  then the outstanding
                LIBOR Advance  shall be due and payable by such U.K.  Designated
                Subsidiary or Consent Designated Subsidiary to the U.K. Facility
                Agent or the Relevant Consent Facility Agent, as applicable,  on
                the last day of the then current Interest Period.

        (g)     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.

        (h)     On and after the Commencement Date:

            (i)   any LIBOR Advance requested in the currency of a Treaty
                  Country will be made, if so required by the Administrative
                  Agent, in the Euro Unit;

            (ii)  each Obligation under this Agreement which has been
                  denominated in a National Currency Unit shall only be
                  redenominated into the Euro Unit at the time provided for and
                  in accordance with EMU Legislation; and


<PAGE>
                                      -41-


            (iii) any amount payable by such Agent to the Lenders under this
                  Agreement in the currency of Treaty Country will be paid, if
                  so required by the Administrative Agent, in the Euro Unit.

        (i)     If and to the extent that any EMU  Legislation  provides that an
                amount  denominated  either in the Euro Unit or in the  National
                Currency Unit of a given Treaty Country and to be payable within
                that  Treaty  Country by  crediting  an  account of the  Consent
                Facility Agent or the U.K. Facility Agent, as applicable, can be
                paid by a Consent  Designated  Subsidiary  or a U.K.  Designated
                Subsidiary,  as  applicable,  either in the Euro Unit or in that
                National  Currency Unit, each Consent  Designated  Subsidiary or
                U.K. Designated Subsidiary, as applicable,  shall be entitled to
                pay or repay  that  amount  either  in the  Euro  Unit or in the
                National Currency Unit.

2.12            METHOD 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 the
                jurisdiction  where the  address  for  notices  to the  Relevant
                Facility  Agent is  located)  on the day such  amount  is due by
                deposit  or  transfer  thereof to the  account  of the  Canadian
                Facility  Agent  maintained at its Toronto Office in the case of
                Celestica and any Canadian Designated Subsidiary, the account of
                the U.S.  Facility Agent maintained at its Toronto Office in the
                case of any U.S. Designated Subsidiary,  the account of the U.K.
                Facility  Agent  maintained  at its London Office in the case of
                the U.K.  Designated  Subsidiary and the account of the Relevant
                Consent  Facility  Agent  in the  case of a  Consent  Designated
                Subsidiary,  which  account  shall be located in the  country in
                which such Consent  Designated  Subsidiary  is domiciled or such
                other place as the Borrower making such payment and the Relevant
                Facility  Agent may from time to time agree.  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:

            (i)   Canadian Lender shall be entitled to its Rateable Portion of
                  each repayment or prepayment of principal of a Prime Rate
                  Advance, Acceptance Note, Base Rate Canada Advance or payment
                  of the Face Amount of Bankers' Acceptances.

<PAGE>
                                      -42-


            (ii)  U.S. Lender shall be entitled to its Rateable Portion of each
                  repayment or prepayment of principal of a LIBOR Advance made
                  to a U.S. Designated Subsidiary or a Base Rate Advance;

            (iii) U.K. Lender shall be entitled to its Rateable Portion of each
                  repayment or prepayment of principal of a LIBOR Advance made
                  to a U.K. Designated Subsidiary; and

            (iv)  each Consent Lender shall be entitled to its Consent Rateable
                  Portion of each repayment or prepayment of principal of a
                  LIBOR Advance made to a Consent 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.

2.13            FEES

        (a)     On the Closing Date, Celestica shall pay to the Administrative
                Agent an amendment fee specified in the letter dated February
                16, 2001 addressed by Celestica to the Administrative Agent and
                circulated to the Lenders.

        (b)     During the period  commencing  on the date  hereof and ending on
                the Final  Maturity Date (the "RELEVANT  PERIOD"),  Celestica on
                behalf  of  itself  and the  other  Borrowers  shall  pay to the
                Administrative  Agent for the  account of the Lenders a fee (the
                "FACILITY  FEE")  calculated  at the rate per annum set forth in
                Schedule E on the aggregate amount of the Facility (after giving
                effect to any  cancellation  and  reduction  pursuant to Section
                2.7) hereunder  during the relevant  period from day to day. The
                portion of the  Facility Fee received for the account of (i) the
                Canadian  Lenders shall be paid by Celestica on behalf of itself
                and any Canadian Designated Subsidiaries,  (ii) the U.S. Lenders
                shall be paid by  Celestica  on  behalf  of the U.S.  Designated
                Subsidiaries  (iii) the U.K.  Lenders shall be paid by Celestica
                on  behalf  of the U.K.  Designated  Subsidiaries,  and (iv) the
                Relevant  Consent Lenders  resident in a jurisdiction in which a
                Consent  Designated  Subsidiary  is  resident  shall  be paid by
                Celestica  on  behalf  of the  Consent  Designated  Subsidiaries
                resident in such jurisdiction.

        (c)     Celestica shall pay to the Administrative Agent for its own
                account the administrative agency fee specified in the letter
                dated May 26, 1998 addressed by Celestica to the Administrative
                Agent.


<PAGE>
                                      -43-


        (d)     Celestica shall pay to the Administrative Agent, in respect of
                the agency of each Consent Facility Agent, on the date of
                designation of each Consent Designated Subsidiary in accordance
                with Section 7.1(c) and annually thereafter, an additional fee
                of U.S. $5,000.

2.14            CONVERSION OPTIONS

                Subject to the provisions of this Agreement (including, without
limitation, Sections 2.11 and 4.5), a Borrower may convert any type of Advance
outstanding under the Facility as follows:

        (a)     provided that no Event of Default has occurred and is
                continuing, a Prime Rate Advance or a portion thereof into a
                Bankers' Acceptance Advance by giving the Canadian Facility
                Agent a Conversion Notice no later than 10:00 a.m. one (1)
                Banking Days prior to the date of the proposed Conversion;

        (b)     provided   that  no  Event  of  Default  has   occurred  and  is
                continuing,  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 Canadian
                Facility Agent a Conversion  Notice no later than 10:00 a.m. one
                (1) Banking Day prior to the date of the proposed Conversion;

        (c)     provided that no Event of Default has occurred and is
                continuing, a Base Rate Canada Advance or a portion thereof into
                a LIBOR Advance by giving the Canadian Facility Agent a
                Conversion Notice no later than 10:00 a.m. three (3) Banking
                Days prior to the date of the proposed Conversion;

        (d)     provided that no Event of Default has occurred and is continuing
                and that the relevant Borrower thereunder is a Canadian
                Borrower, 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 Canadian Facility Agent a
                Conversion Notice no later than 10:00 a.m. one (1) Banking Day
                prior to the date of the proposed Conversion;

        (e)     provided that no Event of Default has occurred and is
                continuing, a Base Rate Advance or a portion thereof into a
                LIBOR Advance by giving the U.S. Facility Agent a Conversion
                Notice no later than 10:00 a.m. (local time in New York, New
                York) three (3) Banking Days prior to the date of the proposed
                Conversion; and

        (f)     provided that no Event of Default has occurred and is continuing
                and that the relevant Borrower thereunder is a U.S. Designated
                Subsidiary, a LIBOR Advance, or a portion thereof, denominated
                in United States Dollars into a Base Rate


<PAGE>
                                      -44-


                Advance on the last day of the Interest Period of the relevant
                LIBOR Advance by giving the U.S. Facility Agent a Conversion
                Notice no later than 10:00 a.m. (local time in New York, New
                York) 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.

2.15            EXECUTION 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 or the Relevant Facility Agent, as applicable, 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.

2.16            EVIDENCE OF INDEBTEDNESS

                Each Facility 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 such Facility Agent and the Lenders hereunder.
The Canadian Facility Agent shall also enter in the foregoing accounts details
of every Letter of Credit issued on behalf of Celestica and each Relevant
Facility Agent shall enter in the foregoing accounts 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 Relevant Facility Agent on its own behalf or on behalf of
the Relevant 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 Canadian Facility
Agent 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 Relevant Facility
Agent and the Relevant Lenders hereunder, the date the Relevant Lenders made
each Advance available to the Borrowers, the date the Issuing Bank issued or was
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.

2.17            INTEREST 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 Relevant Facility 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


<PAGE>
                                      -45-


overdue amounts payable in Canadian Dollars, or the Base Rate, 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.

2.18            CRIMINAL 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)).

2.19            COMPLIANCE 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.

2.20            NOMINAL 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.

                                   ARTICLE 3

                                LETTERS OF CREDIT

3.1             ISSUANCE REQUEST

                By delivering to the Canadian Facility Agent, and the Issuing
Bank an Issuance Request on or before 12:00 noon, Toronto time, Celestica may
request, from time to time prior to the Final 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 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 such Borrower is in a language other than English, Celestica shall
provide to the Canadian Facility Agent and the Issuing Bank not less than ten
nor more than


<PAGE>
                                      -46-


twenty Banking Days notice. Upon receipt of an Issuance Request, the Canadian
Facility Agent shall, within twenty (20) days of the receipt thereof, notify the
Canadian 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 the earlier of two years from its date of issuance
                and the Final 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, in Pounds Sterling or in such Freely
        Tradeable European Currency (other than Pounds Sterling) as the Issuing
        Bank, in its sole and absolute discretion, may agree. The provisions of
        Section 6.1 (with the exception of 6.1(h)) shall apply to Letters of
        Credit issued contemporaneously on the first Drawdown Date and,
        thereafter, Section 6.2 (with the exception of Section 6.2(a)) shall
        apply at the time of issuance of any Letter of Credit as if such
        issuance was a Drawdown.

3.2             ISSUANCES

                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. Each 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 Canadian
Facility 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 Canadian Facility Agent and the Lenders with a copy of such Letter of
Credit or amendment thereof.

3.3             OTHER 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 Canadian Lenders (including the Issuing Bank) in their respective Rateable
Portions. Each Canadian Lender shall, to the extent of its Rateable Portion, be
deemed irrevocably to have participated in the issuance of such Letter of


<PAGE>
                                      -47-


Credit and shall be deemed to have purchased from the Issuing Bank its 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 Canadian Lenders, other than the Issuing
Bank, shall be deemed to have purchased from the Issuing Bank its Rateable
Portion of the Equivalent Amount, expressed in United States Dollars and
determined on the date of issuance, of such Letter of Credit. Each Canadian
Lender shall be responsible to reimburse promptly the Issuing Bank thereof for
Reimbursement Obligations which have not been reimbursed by a Borrower in
accordance with Section 3.4 or which have been reimbursed by such Borrower but
must be returned, restored or disgorged by such Issuing Bank for any reason and
each Canadian Lender shall, to the extent of its Rateable Portion, be entitled
to receive from the Canadian Facility Agent a Rateable Portion of the LC Fee
received by the Canadian Facility Agent with respect to each Letter of Credit.
In the event that Celestica shall fail to reimburse any 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 such Issuing Bank under a Letter of Credit by it, or in the event such
Issuing Bank must, for any reason, return, restore or disgorge such
reimbursement, such Issuing Bank shall promptly notify each Canadian Lender of
the unreimbursed amount of such drawing and such Canadian Lender's respective
Rateable Portion of the Face Amount of such Letter of Credit. Each Canadian
Lender shall make available to such Issuing Bank, whether or not any Default
shall have occurred and be continuing, an amount equal to its respective
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 Canadian Lender fails to
make available to such Issuing Bank the amount of such Canadian Lender's
participation in such Letter of Credit as provided herein, such Issuing Bank
shall be entitled to recover such amount on demand from such Canadian 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 Canadian Lender to
recover from any Issuing Bank any amounts made available by such Canadian Lender
to such Issuing Bank pursuant to this Section in the event that it is determined
by a court of competent jurisdiction that the payment with respect to Letter of
Credit by such Issuing Bank in respect of which payment was made by such
Canadian Lender constituted gross negligence or wilful misconduct on the part of
such Issuing Bank. Each Issuing Bank shall distribute to each other Canadian
Lender which has paid all amounts payable by it under this Section with respect
to any Letter of Credit issued by such Issuing Bank such other Canadian Lender's
Rateable Portion of all payments received by such Issuing Bank from the Borrower
in reimbursement of drawings honoured by Issuing Bank under such Letter of
Credit when such payments are received.

3.4             REIMBURSEMENT

                The Issuing Bank will notify Celestica and the Canadian Facility
Agent promptly following the presentment for payment of any 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



<PAGE>
                                      -48-


alternative arrangements with the Issuing Bank with respect to payment to the
Canadian Facility 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, or prior to 12:00 noon, Toronto 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 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 Freely Tradeable European
Currency; provided that the provisions of Section 6.2 regarding conditions for
subsequent drawdowns and the provisions of Section 11.2 relieving Lenders of the
obligation to make further Advances 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 an Issuing Bank with respect to each Disbursement, and
each Canadian 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 Canadian
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 on the part of the
Issuing Bank.

3.5             DEEMED 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 or the occurrence of the Final Maturity Date, an amount
equal to any portion of an outstanding and undrawn Letter of Credit shall, at
the election of the Issuing Bank Acting on instructions from the Majority
Lenders, and without demand upon or notice to Celestica, be deemed to have been
paid or disbursed by the Issuing Bank under such Letter of Credit
(notwithstanding that such amount may not in fact have been so paid or
disbursed), and, upon notification by the Issuing Bank to the Canadian Facility
Agent and Celestica of its obligations under this Section, Celestica shall be



<PAGE>
                                      -49-


immediately obligated to reimburse the Issuing Bank for the amount deemed to
have been so paid or disbursed by the Issuing Bank. Any amounts so received by
the Issuing Bank from Celestica pursuant to this Section shall be held as
collateral security for the repayment of Celestica's 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 in any manner from
the Issuing Bank), and the Issuing Bank will return to Celestica the amount, if
any, by which (i) the amount deposited by Celestica with the Issuing Bank; (ii)
exceeds the amount applied by the Issuing Bank to any Reimbursement Obligation
of Celestica less the amount of all 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 Issuing Bank shall return to Celestica all amounts then on
deposit with such Issuing Bank pursuant to this Section 3.5.

3.6             NATURE 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) shall be responsible for:

        (a)     the form, validity, sufficiency, accuracy, genuineness, or legal
                effect of any Letter of Credit or any document submitted by any
                party in connection with the application for or issuance of a
                Letter of Credit, even if it should in fact prove to be in any
                or all respects invalid, insufficient, inaccurate, fraudulent,
                or forged;

        (b)     the form, validity, sufficiency, accuracy, genuineness, or legal
                effect of any instrument transferring or assigning or purporting
                to transfer or assign a Letter of Credit or the rights or
                benefits thereunder or proceeds thereof in whole or in part,
                which may prove to be invalid or ineffective for any reason;

        (c)     failure of the beneficiary to comply fully with conditions
                required in order to demand payment under a Letter of Credit;

        (d)     errors, omissions, interruptions, or delays in transmission or
                delivery of any messages, by mail, telecopier, or otherwise; or

        (e)     any loss or delay in the transmission or otherwise of any
                document or draft required in order to make a Disbursement under
                a Letter of Credit or of the proceeds thereof.

        None of the foregoing shall affect, impair, or prevent the vesting of
        any of the rights or powers granted to the Issuing Bank or any Lender
        hereunder. Any action taken or


<PAGE>
                                      -50-


        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.

3.7             INDEMNITY 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 the Letter of Credit or
arising in connection with any amounts payable by the Issuing Bank thereunder.

3.8             FEES

        (a)     At the time of issuance of a Letter of Credit, Celestica shall
                pay to the Canadian Facility Agent, for the account of the
                Issuing Bank, an issuing fee in an amount equal to the product
                of (i) the maximum amount payable under 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)     At  the  time  of  issuance  of  a  Letter  of  Credit  and,  if
                applicable,  on the date one year from the date of  issuance  of
                each  Letter of Credit  which has a term  longer  than one year,
                Celestica  shall  pay to the  Canadian  Facility  Agent  for the
                accounts  of the  Canadian  Lenders,  an annual fee in an amount
                equal to the product of (i) the maximum amount payable under the
                Letter of Credit,  (ii) the LC Fee,  and (iii) a  fraction,  the
                numerator  of  which  is the  number  of days in the term of the
                Letter of Credit to elapse in that  calendar  year from the date
                of issuance and the  denominator  of which is 365 (or 366 in the
                case of a leap year).

        (c)     Celestica shall pay to the Canadian Facility 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 Canadian Facility 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 maximum 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.


<PAGE>
                                      -51-


3.9             ISSUING BANK

                The Issuing Bank shall be Scotiabank or such other Canadian
Lender as Celestica may designate from time to time.

                                   ARTICLE 4

                    BANKERS' ACCEPTANCES AND ACCEPTANCE NOTES

4.1             FUNDING OF BANKERS' ACCEPTANCES

                If the Canadian Facility 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 Canadian Facility Agent shall notify each of
the Canadian Lenders, prior to 11:30 a.m. (Toronto time) on the first Banking
Day prior to the date of such Advance, of such request and each Lender's
Rateable Portion of such Advance except that, if the Face Amount of a draft
which would otherwise be accepted by a Canadian Lender would not be Cdn.
$100,000, or an integral multiple thereof, such Face Amount shall be increased
or reduced by the Canadian Facility Agent in its sole and unfettered discretion
to the nearest integral multiple of Cdn. $100,000. Each Canadian Lender shall,
not later than 11:30 a.m. (Toronto 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 Canadian Lender's 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 Canadian 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 Canadian Lender shall purchase its Rateable Portion of any Bankers'
Acceptances. Concurrent with the acceptance of drafts of such Borrower as
aforesaid, each Canadian Lender shall make available to the Canadian Facility
Agent its Rateable Portion of the Notional BA Proceeds with respect to such
Advance. The Canadian Facility Agent shall, upon fulfilment by such Borrower of
the conditions set out in Section 6.1 or Section 6.2, 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.

4.2             ACCEPTANCE FEES

                With respect to each draft of Celestica or a Canadian Designated
Subsidiary accepted pursuant hereto, such Borrower shall pay to the Canadian
Facility Agent on behalf of the Canadian Lenders, as the case may be, in
advance, an acceptance fee calculated at the rate per annum, on the basis of a
year of 365 days or 366 days in the case of a leap year, equal to the Applicable
Margin pertaining to the Canadian BA Rate on the face 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 and


<PAGE>
                                      -52-


ending on but excluding the maturity date of the Bankers' Acceptance. Such
acceptance fees shall be non-refundable and shall be fully earned when due or
the last day of the Interest Period of the Acceptance Note, as applicable. Such
acceptance fees shall be paid by the Borrower whose draft has been accepted by
the Canadian Facility Agent on behalf of the Canadian Lenders deducting the
amount thereof from what would otherwise be Notional BA Proceeds funded pursuant
to Section 4.1.

4.3             SAFEKEEPING OF DRAFTS

                The Canadian Lenders agree that, in respect of the safekeeping
of executed drafts of Celestica or any Canadian Designated Subsidiary which are
delivered to them for acceptance hereunder, they shall exercise the same degree
of care which the Canadian Lenders give to their own property, provided that the
Canadian Lenders shall not deemed to be insurers thereof.

4.4             TERM AND INTEREST PERIODS

                The term 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
the term 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 term 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 a maturity date after the Final Maturity Date and
that no Acceptance Note issued pursuant thereto shall have an Interest Period
ending after the Final Maturity Date.

4.5             PAYMENT ON MATURITY

                A Borrower which has received a Bankers' Acceptance Advance
shall pay to the Canadian Facility Agent, for the account of the Canadian
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 Canadian Lenders, in whole or in part, by delivering to the
Canadian Facility 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 Canadian 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 Canadian Facility Agent in respect of the maturing


<PAGE>
                                      -53-


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.

4.6             WAIVER OF DAYS OF GRACE

                Each of Celestica and any Canadian Designated Subsidiary
Borrower renounces and shall not claim any days of grace for the payment of any
Bankers' Acceptance or Acceptance Notes.

4.7             SPECIAL PROVISIONS RELATING TO ACCEPTANCE NOTES

        (a)     Each Borrower and each Canadian  Lender hereby  acknowledge  and
                agree that from time to time certain  Canadian Lenders which are
                Canadian  chartered  banks listed on Schedule II to the BANK ACT
                (Canada) may not be authorized to or may, as a matter of general
                corporate  policy,  elect  not  to  accept  Bankers'  Acceptance
                drafts,  and the Borrowers and each Canadian Lender agree,  that
                any such Canadian 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  Canadian  Lender  described  in  Section
                4.7(a)  above is unable  to,  or  elects as a matter of  general
                corporate policy not to, create Bankers' Acceptances  hereunder,
                such  Canadian  Lender shall not be required to accept  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 Canadian Lender
                non-interest  bearing  promissory  notes (each,  an  "Acceptance
                Note") of such Borrower,  substantially  in the form of Schedule
                O, 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 Canadian 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.

4.8             NO 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


<PAGE>
                                      -54-


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

5.1             COLLECTING AGENT RULES

                Each U.K. Lender represents to the U.K. Facility Agent and the
Administrative Agent that, in the case of a U.K. Lender which is a U.K. Lender
on the date of this Agreement and, in case of a U.K. Lender which becomes a U.K.
Lender after the date of this Agreement, on the date it becomes a U.K. Lender,
in relation to the Facility, it is:

        (a)     either:

            (i)   not  resident  in the United  Kingdom  for United  Kingdom tax
                  purposes; or

            (ii)  a bank as defined in Section 840A of the United Kingdom INCOME
                  AND CORPORATION TAXES ACT, 1988 and resident in the United
                  Kingdom; and

        (b)     beneficially  entitled to the principal and interest  payable to
                it under this Agreement,

        (or, if it is not able to make those representations, will ensure that
        it assigns, transfers or novates its rights in respect of each Advance
        to a U.K. Designated Subsidiary then made (or, if made later, when made)
        to an entity in respect of which both representations in Subsections (a)
        and (b) are correct) and, if it is able to make those representations on
        the date of this Agreement or the date it becomes a U.K. Lender, shall
        forthwith notify the Administrative Agent if either representation
        ceases to be correct.

5.2             U.K. LENDER REPRESENTATION

                Each U.K.  Lender  represents to each of Celestica and each U.K.
Designated Subsidiary that it is:

        (a)     a bank as defined in Section 840A of the United Kingdom INCOME
                AND CORPORATION TAXES ACT, 1988 and within the charge to
                corporation tax as respects the interest on Advances made
                hereunder; and

        (b)     beneficially entitled to the principal, interest and fees
                payable to it, or to an Agent on its behalf, under this
                Agreement.

                Except where a U.K. Lender is not or ceases to fall within
either of clauses (a) or (b) above as a result of a Tax Change, the foregoing
representation shall be true and correct and shall be deemed to be given by each
U.K. Lender on each day that a payment of interest,


<PAGE>
                                      -55-


principal or fees is to be made to it pursuant to a Loan Document. For this
purpose, "TAX CHANGE" is the introduction, suspension, withdrawal or
cancellation of, or change in, or change in the official interpretation,
administration or official application of, any law, regulation having the force
of law, tax treaty or any published practice or published concession of the U.K.
Inland Revenue or any other relevant taxing or fiscal authority in any
jurisdiction with which the relevant U.K. Lender has a connection, occurring
after the date of this Agreement.

5.3             CANADIAN LENDER REPRESENTATION

                Each Canadian Lender represents to each of Celestica and each
Canadian Designated Subsidiary, the Canadian Facility Agent and the
Administrative Agent that it is resident in Canada for the purposes of the
INCOME TAX ACT (Canada) and that it is beneficially entitled to the principal,
interest and fees payable to it under the Loan Documents. The foregoing
representation shall be true and correct and shall be deemed to be given by each
Canadian Lender on each day that a payment of interest, principal or fees is to
be made to it pursuant to a Loan Document.

5.4             U.S. LENDER OBLIGATIONS

                Each U.S. Lender shall:

        (a)     deliver to each of the U.S.  Designated  Subsidiaries and to the
                Administrative Agent on or before the date on which it becomes a
                U.S. Lender:

            (i)   either (A) two properly  completed and duly executed copies of
                  United States Internal  Revenue Services Form 1001 or 4224 (or
                  successor applicable forms or certifications,  as the case may
                  be)  necessary to  establish  complete  exemption  from United
                  States  withholding  tax  with  respect  to  payments  by  the
                  Obligors under the Loan Documents or (B) in the case of a U.S.
                  Lender claiming  exemption from United States  withholding tax
                  under Section 871(h) or  881(c)(3)(A) of the Code with respect
                  to payments of  "PORTFOLIO  INTEREST" by the  Borrowers  under
                  this Agreement,  a properly completed and duly executed United
                  States  Internal   Revenue  Service  Form  W-8  (or  successor
                  applicable  forms  or   certifications  as  are  necessary  to
                  establish  exemption  from United States  withholding  tax for
                  portfolio   interest),   including   an   annual   certificate
                  representing  that such U.S. Lender is not a bank for purposes
                  of Section 881(c) of the Code, is not subject to regulatory or
                  other legal  requirements as a bank in any  jurisdiction,  and
                  has not  been  treated  as a bank  for  purposes  of any  tax,
                  securities  law or  other  filing  or  submission  made to any
                  Official  Body,  any  application  made to a rating  agency or
                  qualification  for any exemption  from tax,  securities law or
                  other legal requirements,  is not a 10 per cent shareholder of
                  a Borrower  within the meaning of Section  881(c)(3)(B) of the
                  Code and is not a  controlled


<PAGE>
                                      -56-


                  foreign  corporation  receiving interest from a related person
                  within the meaning of Section 881(c)(3)(C) of the Code; or

            (ii)  two  properly  completed  and duly  executed  copies of United
                  States  Internal   Revenue  Service  Form  W-9  (or  successor
                  applicable  forms or  certifications  as the case may be) and,
                  upon such delivery and on each day that a payment of interest,
                  principal  or  fees is to be  made  to it  pursuant  to a Loan
                  Document,  such U.S.  Lender which has  delivered the forms or
                  certifications  provided  for in this  Clause  (ii)  shall  be
                  deemed  to  represent  and  warrant  to each  U.S.  Designated
                  Subsidiary,   Celestica,  the  U.S.  Facility  Agent  and  the
                  Administrative  Agent that it is  organized  under the laws of
                  the United States of America.

        (b)     deliver to each of the U.S. Designated Subsidiaries and the
                Administrative Agent two further copies of any such form or
                certification on or before the date that any such form or
                certification expires or becomes obsolete and after the
                occurrence of any event requiring a change in the most recent
                form previously delivered; and

        (c)     obtain such  extensions of time for filing and  completing  such
                forms or certifications as may reasonably be requested by a U.S.
                Designated Subsidiary or the Administrative Agent;

        provided, however, that such U.S. Lender shall not be required to
        perform the obligations under this Section 5.3 if prior to the date on
        which the performance of such obligations would otherwise be required,
        any change in treaty, law or regulation or any order or directive
        relating thereto or any interpretations thereof, whether or not having
        the force of law, renders the performance of such obligations unlawful
        or would render all such forms or certifications inapplicable or which
        would prevent such U.S. Lender from duly completing and delivering any
        such form or certification with respect to it or if as a result of such
        change, order, directive or interpretation, such performance would
        reasonably be likely to result in an adverse action being taken against
        such U.S. Lender and such U.S. Lender so advises the U.S. Designated
        Subsidiaries and the Administrative Agent.

        Each U.S. Lender which has delivered the forms or certifications
        provided for in Section 5.4(a)(ii) hereby represents and warrants to
        each U.S. Designated Subsidiary, Celestica, the U.S. Facility Agent and
        the Administrative Agent that it is beneficially entitled to the
        principal, interest and fees payable to it under the Loan Documents.

5.5             INCREASED 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


<PAGE>
                                      -57-


Acting reasonably would comply) of any government, monetary authority, central
bank or comparable agency (each such event being hereinafter referred to as a
"CHANGE IN LAW") 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, deposit,
                ratio or similar requirements or otherwise imposes any cost on
                any Lender in 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

        (c)     has the effect of increasing the amount of overall capital
                required to be maintained by a 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 the Borrowers), 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, such cost and/or such reduction in such
        return (or such proportion of such reduction as is, in the reasonable
        and BONA FIDE opinion of such Lender, attributable to its obligations
        hereunder) the amount of such Additional Compensation (as hereinafter
        defined) incurred by such Lender and supplying reasonable supporting
        evidence (including, in the event of change of Applicable Law, a
        photocopy of the Applicable Law evidencing such change together with a
        certificate of a duly authorized officer of the Lender setting forth the
        Additional Compensation and the basis for calculation of such Additional
        Compensation and an opinion in writing of such Lender's counsel
        confirming such change); provided that the Lender shall not be required
        to disclose any information required to be kept confidential by
        Applicable Law (in which case the requirement of such confidentiality
        shall be supported by an opinion of such Lender's Counsel) within ten
        (10) Banking Days of the date of receipt of any Notice of Amount, the
        amount set out therein (in this Article 5 referred to as "ADDITIONAL
        COMPENSATION") shall be paid to the Lender by (i) Celestica and all
        Canadian Designated Subsidiaries, if the Lender is a Canadian Lender;



<PAGE>
                                      -58-


        (ii) the U.S. Designated Subsidiaries, if the Lender is a U.S. Lender;
        (iii) the U.K. Designated Subsidiaries if the Lender is a U.K. Lender,
        or (iv) the relevant Consent Designated Subsidiary if the Lender is a
        Consent 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.

5.6             ILLEGALITY

                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 (supported, at the request and expense of the Borrowers, by an
opinion of such Lender's counsel), declare the obligations of such Lender under
this Agreement to be terminated whereupon the same shall forthwith terminate,
and the Borrowers to whom such Lender has made Advances shall repay within the
time required by such law (or as promptly as practicable if already unlawful or
at the end of such longer period, if any, as such Lender in its BONA FIDE
opinion may agree) the principal of the Advances made by such Lender. If any
such change shall affect only that portion of such Lender's obligations under
this Agreement that is, in the BONA FIDE opinion of such Lender, severable from
the remainder of this Agreement so that the remainder of this Agreement may be
continued in full force and effect without otherwise affecting any of the
obligations of such Lender or the Borrowers hereunder, such Lender shall declare
its obligations under only that portion so terminated.

5.7             MITIGATION

        (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 5.5; or

            (ii)  a reduction of all or any of an Advance by such Lender or the
                  Lender's Commitment pursuant to Section 5.6; or

            (iii)     the prepayment of the portion of the Advances outstanding
                      to it pursuant to Section 5.6; or

            (iv) the payment of any amount by an Obligor under Section 5.8;

                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

<PAGE>
                                      -59-


                the Borrowers shall take such steps, if any, as such Lender in
                its BONA FIDE opinion considers appropriate to mitigate the
                effects of such circumstances. Without limiting the generality
                of the foregoing, if it is commercially reasonable, such Lender
                shall make reasonable efforts to limit the incidence of any such
                Additional Compensation and seek recovery for the account of the
                Borrowers upon the Borrower's request and at the Borrower's
                expense; provided that such Lender in its reasonable
                determination suffers no appreciable economic, legal, regulatory
                or other disadvantage. In all events, the Lenders shall promptly
                co-operate with the Borrowers to the extent possible, to
                rearrange the affected availment to one that may not be affected
                by such change, but failure to effect a change in availment
                shall not relieve the relevant Borrower of its obligation to pay
                the Additional Compensation. Notwithstanding the foregoing
                provisions, a Lender shall only be entitled to rely upon the
                provisions of Section 5.5 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 5.5.

        (b)     If any Lender seeks Additional Compensation pursuant to Section
                5.5 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 Notice of Drawdown 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 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 any 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 Rateable Portion of
                such Advance of each Assenting Lender 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 Rateable Portion of the outstanding Advances and the
                relevant Borrowers shall prepay to the Affected Lender the
                Advances of the Affected Lender then outstanding, together with
                all interest accrued thereon and all other amounts owing to the
                Affected Lender hereunder, and, upon such advance and
                prepayment, the Affected Lender shall cease to be a "Lender" for
                purposes of this Agreement and shall no longer


<PAGE>
                                      -60-


                have any obligations hereunder. Upon the assumption of the
                Affected Lender's Commitment as aforesaid by an Assenting
                Lender, Schedule D 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.

5.8             TAXES

        (a)     All payments by any Obligor under this Agreement or the
                Guarantees 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 5.8), the relevant Lenders or 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 Relevant
                  Facility 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 hereto shall not apply with respect to Taxes
                ("EXCLUDED TAXES") arising by virtue of a Lender or 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.


<PAGE>
                                      -61-


        (b)     Without prejudice to the foregoing provisions of this Section
                5.8, if any Agent or Lender (in this Section 5.8, an
                "INDEMNIFIED PERSON") is required at any time (whether before or
                after any Obligor has discharged all of its other obligations
                hereunder) to make any payment on account of any Tax which an
                Obligor is required to withhold in accordance with Section
                5.8(a) hereof or for which an Obligor is otherwise required to
                indemnify a Lender or an Agent pursuant to Sections 5.8(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 such 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 5.8. An Indemnified Person intending to make a
                claim pursuant to this Section 5.8 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 5.8 when due to the appropriate taxing
                authority or fails to remit to any Agent, for the account of the
                respective Lenders, for the account of any other Agent or for
                the Agent's own account, as applicable, the required receipts or
                other documentary evidence required by Section 5.8(a)(ii), the
                Obligor shall indemnify the Lenders or Agent, as applicable, for
                any incremental Taxes, interest or penalties that may become
                payable by any Lender or any Agent as a result of any such
                failure. For purposes of this Section 5.8, a distribution by an
                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 Agents for the full
                amount of Taxes imposed by any jurisdiction and paid by such
                Lender or Agent, as applicable with respect to any amounts
                payable pursuant to this Section 5.8, 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 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.


<PAGE>
                                      -62-


        (e)     Without prejudice to the survival of any other agreement
                contained herein, the agreements and obligations contained in
                this Section 5.8 shall survive the payment in full of principal,
                interest, fees and any other amounts payable hereunder and the
                termination of this Agreement and the Guarantees.

5.9             TAX 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 5.8(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 TO DRAWDOWN

6.1             CONDITIONS FOR FIRST DRAWDOWN

                The following conditions shall be satisfied by the Borrowers on
or prior to the first Drawdown Date after the date hereof or such later date as
may be agreed to by the Administrative Agent (with the consent of the Majority
Lenders):

        (a)     each Obligor shall have duly authorized, executed and delivered
                to the Administrative Agent each of the Loan Documents to which
                it is a party and each such Loan Document shall constitute a
                legal, valid and binding obligation of such Obligor, enforceable
                against such Obligor in accordance with its terms;

        (b)     each Obligor shall have delivered to the Administrative Agent:

            (i)   a certified copy of its Organic Documents,

<PAGE>
                                      -63-


            (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 Obligor issued by the appropriate
                  government officials of the jurisdiction of its incorporation;

        (c)     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, by reference to the facts and circumstances then
                existing;

        (d)     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;

        (e)     there shall have been no Material Adverse Change since December
                31, 2000;

        (f)     each Material Restricted Subsidiary (other than Celestica
                Ireland B.V.) and any other Restricted Subsidiary which executed
                and delivered a Guarantee to the Administrative Agent pursuant
                to the Existing Credit Agreement that has not been released or
                assumed shall have executed and delivered to the Administrative
                Agent a confirmation of its Guarantee;

        (g)     Celestica shall have executed and delivered to the
                Administrative Agent a confirmation of its Guarantee of the
                monetary Obligations of each Borrower (other than Celestica);

        (h)     any Borrower which intends to make a Drawdown shall have given
                the appropriate Drawdown Notice to the Relevant Facility Agent
                in accordance with the provisions of Section 2.3;

        (i)     opinions of Borrowers' Counsel, and local counsel to each
                Guarantor, substantially in form of Schedule R, shall have been
                delivered to the Administrative Agent;

        (j)     none of the undertaking, property or assets of the Borrowers or
                any of the Restricted Subsidiaries 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 Celestica and each of the


<PAGE>
                                      -64-


                Restricted Subsidiaries shall have delivered to the
                Administrative Agent a Permitted Encumbrance Certificate; and

        (k)     the Borrowers shall have paid all fees and expenses relating to
                the Facility provided for in this Agreement which are payable on
                or prior to the first Drawdown Date.

                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.

6.2             CONDITIONS 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 Relevant Facility 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, by reference to the facts and
                circumstances then existing;

        (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; and

        (d)     if the Borrower requesting the Advance is a Material Restricted
                Subsidiary that has become a Designated Subsidiary, the
                Guarantee required by Section 9.1(m) to have been delivered by
                that Designated Subsidiary shall have been delivered to the
                Administrative Agent notwithstanding that the 45 day period
                referred to therein may not have expired.

6.3             CONDITIONS RELATING TO FIRST DRAWDOWN BY CONSENT DESIGNATED
                SUBSIDIARIES

                The following conditions shall have been satisfied at or prior
to the time of the first Drawdown of an Advance under the Facility by a Consent
Designated Subsidiary:

        (a)     the Consent Designated Subsidiary shall have complied in all
                respects with Section 7.2; and


<PAGE>
                                      -65-


        (b)     the Consent Designated Subsidiary shall have delivered a
                Guarantee of the monetary Obligations of Celestica under this
                Agreement and of the Guarantee referred to in Section 6.1(g)
                substantially in the form of Schedule J, together with all
                certificates and opinions required in connection therewith as
                set out in Section 9.1(m) all in form and substance satisfactory
                to the Administrative Agent.

                                   ARTICLE 7

                       PROVISIONS RELATING TO SUBSIDIARIES

7.1             DESIGNATED SUBSIDIARIES

        (a)     The Administrative Agent and the Lenders acknowledge that
                Celestica has made the following designations, which Celestica
                hereby confirms:

            (i)   Celestica International as a Canadian Designated Subsidiary;

            (ii)  Celestica Corp. as a U.S. Designated Subsidiary;

            (iii) Celestica U.S. as a U.S. Designated Subsidiary; and

            (iv)  Celestica Limited as a U.K. Designated Subsidiary;

                and the Agents, on behalf of the Lenders, acknowledge and agree
                to such designations.

        (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, U.S. Designated
                Subsidiary or a U.K. Designated Subsidiary provided that:

            (i)   such Restricted Subsidiary, prior to becoming a Designated
                  Subsidiary, shall have executed and delivered to the
                  Administrative Agent a Designated Subsidiary Agreement and, if
                  it has not already done so, a Guarantee substantially in the
                  form of Schedule J; and

            (ii)  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 and the Guarantee, if applicable,
                        and to perform its obligations thereunder;

<PAGE>
                                      -66-


                  (C)   a certificate as to the incumbency of its officers
                        signing the Designated Subsidiary Agreement and the
                        Guarantee, 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 of Schedule R with only those changes which are
                        reasonably satisfactory to the Lenders' Counsel and
                        counsel to the Designated Subsidiary;

        (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 definitions of "Canadian Designated
                Subsidiary", "U.S. Designated Subsidiary" or "U.K. 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;

            (iii) if none of the Canadian Facility Agent, U.S. Facility Agent,
                  U.K. Facility Agent or any Consent Facility Agent agrees to
                  perform the function of Consent Facility Agent in respect of
                  such Consent Designated Subsidiary through an Affiliate,
                  office or branch resident in the jurisdiction where such
                  Consent Designated Subsidiary is resident, the Administrative
                  Agent and Celestica shall have obtained the agreement of a
                  Lender located in such jurisdiction where such Consent
                  Designated Subsidiary is resident to act as the Consent
                  Facility Agent in respect of Advances to such Consent
                  Designated Subsidiary and each relevant Consent Lender shall
                  have appointed such Consent Facility Agent to act as such in
                  the manner set out in Section 11.1;

            (iv)  such Subsidiary, prior to becoming a Consent Designated
                  Subsidiary, shall have executed and delivered to the
                  Administrative Agent a Designated Subsidiary Agreement
                  substantially in the form of Schedule H and a Guarantee
                  substantially in the form of Schedule J, 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


<PAGE>
                                      -67-


                  (v)   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 Consent Designated
                              Subsidiary Agreement and the Guarantee, if
                              applicable, and to perform its obligations
                              thereunder;

                        (C)   a certificate to the incumbency of its officers
                              signing the Consent Designated Subsidiary
                              Agreement and the Guarantee, 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 the form of Schedule R with only
                              those changes which are reasonably satisfactory to
                              the Lenders' Counsel and counsel to the Consent
                              Designated Subsidiary; 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
                the Relevant Facility 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.

7.2             ADVANCES TO CONSENT DESIGNATED SUBSIDIARIES

        (a)     Notwithstanding any other provision of this Agreement, no Lender
                shall be obligated to make an Advance to a Consent Designated
                Subsidiary, except in accordance with this Section 7.2.

        (b)     Upon a designation by Celestica of a Consent Designated
                Subsidiary and the satisfaction of all of the terms and
                provisions of subsection 7.1(c), each Lender shall, by written
                notice to the Administrative Agent in the form of Schedule P
                hereto, notify the Administrative Agent of its consent or
                refusal to make Advances to such Consent Designated Subsidiary
                and may, in such notice place a limit on the portion of such
                Lender's Commitment in respect of such Consent Designated
                Subsidiary. Each Lender which consents to make Advances to such
                Consent Designated Subsidiary and is accepted by Celestica by
                notice in writing to the Administrative Agent shall be referred
                to in this Agreement as a "CONSENT LENDER" and, with reference
                to such Consent Designated Subsidiary, each

<PAGE>
                                      -68-


                Consent Lender shall be referred to in this Agreement as a
                "Relevant Consent Lender".

        (c)     Upon receipt of a notice provided for in subsection 7.2(b)
                above, the Administrative Agent shall forthwith compile a
                schedule which shall be in the form of a revised Schedule D
                showing each Consent Lender and the portion of the Commitment of
                the Consent Lender allocated to the making of Advances to the
                Consent Designated Subsidiary. The Administrative Agent shall
                provide a copy of such schedule to the Relevant Consent Facility
                Agent, each Lender, Celestica and such Consent Designated
                Subsidiary and shall append such schedule to this Agreement and
                such appended schedule shall be deemed to be part of this
                Agreement.

        (d)     Each Consent Lender severally agrees, on the terms and
                conditions set forth in this Agreement to make Advances to the
                Consent Designated Subsidiary to which it has consented to make
                Advances pursuant to Subsection 7.2(b), from time to time
                subject to all of the conditions, terms and provisions of this
                Agreement governing LIBOR Advances and further provided that,
                immediately after each such Advance is made the aggregate
                outstanding principal amount of all Advances made by such
                Consent Lender to such Consent Designated Subsidiary shall not
                exceed, if applicable, the limit on such Consent Lenders'
                Commitment provided in the notice delivered pursuant to
                subsection 7.2(b).

        (e)     Each Advance to a Consent Designated Subsidiary under this
                subsection shall be made by the Relevant Consent Lenders in the
                Consent Rateable Portion of each Relevant Consent Lender.

        (f)     Each Advance to a Consent Designated Subsidiary shall be:

            (i)   a LIBOR Advance denominated in United States Dollars or a
                  Freely Tradeable European Currency; and

            (ii)  in an aggregate principal amount of U.S. $5,000,000 and
                  integral multiples of U.S. $100,000 in excess thereof or the
                  Equivalent Amount in any Freely Tradeable European Currency.

7.3             MATERIAL RESTRICTED SUBSIDIARIES TO PROVIDE GUARANTEES

                Each Subsidiary of Celestica which is or becomes a Material
Restricted Subsidiary shall comply with the requirements of Subsection 9.1(m).
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.


<PAGE>
                                      -69-


7.4             UNRESTRICTED 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

8.1             REPRESENTATIONS 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 or creation, is duly


<PAGE>
                                      -70-


                qualified to do business and is qualified as a foreign
                corporation, company or other entity in each jurisdiction where
                the nature of its business requires such qualification, except
                where the failure to be so qualified would not reasonably be
                likely to have a 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
                the 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 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;

            (iii) result in, or require the creation or imposition of, any Lien
                  on any of its properties.

        (d)     GOVERNMENT APPROVAL, REGULATION, ETC. 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 financial statements of
                Celestica and its Subsidiaries as at December 31, 2000 fairly
                present the financial condition of Celestica and its
                Subsidiaries as at such date and the results of their operations
                for the fiscal year then ended, in accordance with GAAP
                consistently applied. Since December 31, 2000 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.


<PAGE>
                                      -71-


        (g)     LICENCES, ETC. AND COMPLIANCE WITH LAWS. All material licences,
                franchises, certificates, consents, rights, approvals,
                authorizations, registrations, orders and permits required under
                Applicable Law (other than Environmental Laws) to enable each of
                the Borrowers and each Restricted Subsidiary to carry on their
                respective businesses as now conducted by them and to own or
                lease their respective properties have been duly obtained and
                are currently subsisting. Each of the Borrowers and each
                Restricted Subsidiary have complied in all material respects
                with the terms and provisions presently required to be complied
                with by them in all such material licences, franchises,
                certificates, consents, rights, approvals, authorizations,
                registrations, orders and permits and with Applicable Law (other
                than Environmental Laws) and are not in violation of any of the
                respective provisions thereof if such non-compliance or
                violation would reasonably be likely to have a Material Adverse
                Effect.

        (h)     COMPLIANCE WITH ENVIRONMENTAL LAWS. Each of the Borrowers and
                the Subsidiaries and all facilities and property now or formerly
                owned, operated or leased by them:

            (i)   are and have been in compliance with all Environmental Laws,
                  including, without limitation, with respect to the release,
                  spill, leak, pumping, pouring, emptying, injection, escape,
                  leaching, dumping, spraying, burial, abandonment,
                  incineration, seepage, placement, emission, deposit, issuance,
                  discharge, transportation or disposal ("RELEASE") of any
                  Hazardous Material in or over the water, atmosphere or soil
                  other than for non-compliance with Environmental Laws which
                  would not reasonably be likely to have a Material Adverse
                  Effect;

            (ii)  have no contingent liabilities in connection with any Release
                  or likely Release of Hazardous Materials and have not Released
                  or caused or permitted the Release of Hazardous Materials, and
                  have no knowledge of Releases by others, at, on or under any
                  property now or previously owned, operated or leased by the
                  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


<PAGE>
                                      -72-


                  to have a Material Adverse Effect and each such permit,
                  certificate, approval, licence or other authorization the
                  absence of which would reasonably be likely to have a Material
                  Adverse Effect is in good standing and there are no
                  proceedings pending or, to the knowledge of the Borrowers,
                  threatened to revoke, amend or limit in any material respect
                  any such permit, certificate, approval, licence or other
                  authorization;

            (v)   have no underground storage tanks, active or, to the knowledge
                  of the Borrowers, abandoned, including petroleum storage
                  tanks, on or under any such property that, singly or in the
                  aggregate, would reasonably be likely to have a Material
                  Adverse Effect;

            (vi)  have not directly transported or directly arranged for the
                  transportation of any Hazardous Substances in violation of
                  Environmental Laws or to any location which would reasonably
                  be likely to lead to claims against them for any remedial
                  work, damage to the environment or natural resources or
                  personal injury, including claims under CERCLA, which in any
                  such case would reasonably be likely to have a Material
                  Adverse Effect;

            (vii) have no polychlorinated biphenyls or friable asbestos present
                  at any such property that, singly or in the aggregate, would
                  reasonably be likely to have a Material Adverse Effect;

           (viii) have no conditions which exist at, on or under any such
                  property which, with or without the passage of time, or the
                  giving of notice or both, would give rise to liability under
                  any Environmental Laws which would reasonably be likely to
                  have a Material Adverse Effect; and

            (ix)  is not listed or proposed for listing on the National
                  Priorities List pursuant to CERCLA, on the CERCLIS or on any
                  similar state list of sites or Persons requiring investigation
                  or clean up where the liability imposition and allocation
                  regime provided for in the applicable state Environmental Law
                  is similar to CERCLA, including, without limitation, the
                  ability of governments and other parties to recover costs from
                  other responsible or potentially responsible persons, except
                  for any such listing or proposed listing which would not
                  reasonably be likely to have a Material Adverse Effect.

        (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.


<PAGE>
                                      -73-


        (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, including, without limitation,
                the final prospectus of Celestica dated March 1, 1999, is true
                and accurate in every material respect on the date as of which
                such information is dated or certified and as of the date of
                execution and delivery of this Agreement, and such information
                is not incomplete by omitting to state any material fact
                necessary to make such information not misleading.

        (l)     NO ACTION FOR WINDING-UP OR BANKRUPTCY. There has been no
                involuntary action taken against any of the Borrowers or any
                Restricted Subsidiary for any such corporation's winding-up,
                dissolution, liquidation, bankruptcy, receivership,
                administration or similar or analogous events in respect of such
                corporation or all or any material part of its assets or
                revenues.

        (m)     TAXES. Each Borrower and each of its Subsidiaries have duly
                filed on a timely basis all tax returns required to be filed by
                them except where such failure to file would not reasonably be
                likely to have a Material Adverse Effect and have paid all Taxes
                which are due and payable by them, and all assessments and
                re-assessments, and all other Taxes, governmental charges,
                governmental royalties, penalties, interest and fines claimed
                against them, other than those for which liability is being
                contested by them in good faith by appropriate proceedings and
                for which adequate provision has been made where required in
                accordance with GAAP or in respect of which such failure to pay
                would not reasonably be likely to have a Material Adverse
                Effect, and all required instalment payments have been made in
                respect of Taxes payable for the current period for which
                returns are not yet required to be filed except where such
                failure to pay would not reasonably be likely to have a Material
                Adverse Effect; there are no agreements, waivers or other
                arrangements providing for an extension of time with respect of
                the filing of any tax returns by them or the payment of any
                Taxes except where such agreements, waivers or other
                arrangements would not reasonably be likely to have a Material
                Adverse Effect; there are no actions or proceedings to be taken
                by any taxation authority of any jurisdiction to enforce the
                payment of any Taxes by them other than those which are being
                contested by them in good faith by appropriate proceedings and
                which proceedings have been stayed for the duration of such
                contestation.

        (n)     PENSION PLANS. Except as would not be reasonably likely to have
                a Material Adverse Effect, (i) all Pension Plans are duly
                established, registered, qualified, administered and invested in
                compliance with the terms thereof, any applicable collective
                agreements and Applicable Law; (ii) no events have occurred and
                no action has been taken by any Person which would reasonably be
                likely to result in the termination or partial termination of
                any Pension Plan, whether by declaration of any Superintendent
                of Pensions or otherwise; (iii) none of the Borrowers have
                withdrawn any assets held in respect of any Pension Plan except
                as permitted


<PAGE>
                                      -74-


                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, "Applicable Law" shall include any federal or
                provincial pension benefits legislation and the INCOME TAX ACT
                (Canada).

        (o)     REGULATIONS U AND X. No Borrower is engaged in the business of
                extending credit for the purpose of purchasing or carrying
                margin stock. None of the proceeds from the Facility will be
                used for the purpose of purchasing or carrying directly or
                indirectly margin stock or for any other purpose that would
                constitute this transaction a "Purpose Credit" within the
                meaning of Regulations U and X of the Board of Governors of the
                Federal Reserves System, as any of them may be amended from time
                to time.

        (p)     INVESTMENT COMPANY ACT. No Obligor is an investment company
                within the meaning of 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.

8.2             SURVIVAL 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 any Agent or any Lender or
any counsel to any of them.

8.3             DEEMED REPETITION OF REPRESENTATIONS AND WARRANTIES

                Each of the representations set out in Section 8.1 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.


<PAGE>
                                      -75-


                                   ARTICLE 9

                                   COVENANTS

9.1             AFFIRMATIVE 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
                  June 30, 2001, the unaudited financial statements of Celestica
                  on a consolidated basis, each consisting of a balance sheet,
                  statement of income and statement (in the form customarily
                  prepared by Celestica for internal reporting purposes) of
                  changes in financial position as at the end of such fiscal
                  quarter and for the period commencing with the end of the
                  previous fiscal quarter and ending with the end of such fiscal
                  quarter, together with the figures for the year-to-date and
                  setting forth, in each case, in comparative form to the
                  figures for the corresponding fiscal quarter of the previous
                  fiscal year;

            (ii)  within 120 days after the end of each fiscal year of
                  Celestica, the audited consolidated financial statements of
                  Celestica for such year setting forth the corresponding
                  figures for the previous fiscal year in comparative form,
                  together with the report thereon of an independent auditor of
                  recognized national standing, each consisting of a balance
                  sheet, statement of income and statement of changes in
                  financial position;

            (iii) within 60 days after the end of each fiscal quarter of
                  Celestica in each fiscal year, commencing with the fiscal
                  quarter ending June 30, 2001, an Officer's Certificate of
                  Celestica substantially in the form of Schedule F stating
                  that:

                  (A)   Celestica is in compliance with the covenants set forth
                        in 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 a calculation of the ratios referred to in
                        Sections 9.3(a) and (b), and a statement as to the
                        amount and calculation of Tangible Net Worth,


<PAGE>
                                      -76-


                        Net Funded Debt and EBITDA, in each case as at the last
                        day of the relevant period; 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 consolidated 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)(ii);

            (iv)  in the event that Celestica delivers filings other than the
                  financial statements referred to in (i) to (iii) 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 continued and validly subsisting under the laws
                of the Province of Ontario and each of the Restricted
                Subsidiaries shall remain validly organized and existing and in
                good standing under the laws of its jurisdiction of formation.

        (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.


<PAGE>
                                      -77-


        (e)     OTHER NOTIFICATIONS. Celestica shall, at any time upon the
                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)   any change in the name or organization of any of the Borrowers
                  or any Material Restricted Subsidiary and of any change in the
                  location of the registered office or executive office of any
                  of them;

            (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; and

            (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 any Pension Plan which would reasonably be likely
                  to have a Material Adverse Effect and copies of all
                  documentation relating thereto.

        (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.


<PAGE>
                                      -78-


        (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 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)     BORROWERS 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.
<PAGE>
                                      -79-


        (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 clause (ii), 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 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 J; and (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; and (III) cause to
            be delivered an opinion of counsel to the newly acquired or
            incorporated Material Restricted Subsidiary substantially in the
            form of Schedule R, with only those changes which are satisfactory
            to the Lender's Counsel.

            (ii)  None of Celestica or its Subsidiaries shall be required to
                  cause Celestica Ireland B.V. to comply with clause (i),
                  provided that if Celestica Ireland B.V. holds any asset other
                  than a promissory note from Celestica Ireland Limited in the
                  principal amount of 17,500,000 Irish Pounds, Celestica and its
                  Subsidiaries shall be required to cause Celestica Ireland B.V.
                  to comply with clause (i).

            (iii) 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


<PAGE>
                                      -80-


                  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.

            (iv)  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.

9.2             NEGATIVE COVENANTS

                Celestica covenants and agrees with each of the Lenders that,
unless the Majority Lenders otherwise consent in writing, so long as any amount
payable hereunder is outstanding or the Lenders shall have any Commitment
hereunder:

        (a)     NO MERGER, AMALGAMATION, ETC. None of the Borrowers or any
                Restricted Subsidiary shall, directly or indirectly, merge,
                amalgamate or enter into any similar or other business
                combination pursuant to statutory authority or otherwise with
                any other Person except upon compliance with Section 13.12.

        (b)     RESTRICTION ON DISPOSITION OF ASSETS. None of the Borrowers or
                any Restricted Subsidiary shall sell, assign, transfer, lease,
                convey or otherwise dispose of any property, assets or
                investments, (in each case a "sale") other than:

            (i)   sales made in compliance with Section 13.12; or

            (ii)  sales of obsolete equipment in the ordinary course of
                  business; or

            (iii) sales, assignments and transfers pursuant to a Permitted
                  Securitization Transaction; or

<PAGE>
                                      -81-


            (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 (i) to (vi)
                  above, subject to an aggregate limit of sales under this
                  clause (vii) in any fiscal year by the Borrowers and
                  Restricted Subsidiaries 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 in which the Borrowers and
                  Restricted Subsidiaries do not sell fixed assets and
                  associated intellectual property under this clause (vii)
                  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, 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; or

            (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.

        (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


<PAGE>
                                      -82-


                  previously or concurrently occurring agreements or
                  transactions, would reasonably be likely to have a Material
                  Adverse Effect.

        (d)     NEGATIVE PLEDGE/PARI PASSU RANKING. Except as permitted under
                Section 9.1(p), 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 passu
                with all other unsecured Indebtedness of such Obligor and no
                Obligor shall, or shall agree with any other Person to, pay any
                other Indebtedness in priority to payment of all monetary
                Obligations as and when due.

        (e)     RESTRICTION ON NON-ARM'S LENGTH TRANSACTIONS. The Borrowers
                shall not, and shall not permit any Restricted Subsidiary to,
                enter into any transaction or agreement with any Person which is
                not at Arm's Length with the Borrowers or such Restricted
                Subsidiary (other than other Borrowers, Restricted Subsidiaries
                or Unrestricted Subsidiaries) unless,

            (i)   such transaction or agreement is in the ordinary course of
                  business and is on terms no less favourable to the Borrowers
                  or such Restricted Subsidiary as would be obtainable in a
                  comparable transaction with a Person which is at Arm's Length
                  with the Borrower or such Restricted Subsidiary, and

            (ii)  such transaction or agreement complies with the terms of
                  Section 9.2(c).

        (f)     RESTRICTION ON CHANGE OF BUSINESS. None of the Borrowers or the
                Restricted Subsidiaries shall, either directly or indirectly,
                enter into any business other than the Business without the
                prior written consent of the Majority Lenders.

        (g)     NO CHANGE IN ACCOUNTING TREATMENT OR REPORTING PRACTICES.
                Subject to the provisions of Section 1.7, none of the Borrowers
                nor any Restricted Subsidiary shall make any material change in
                its accounting or reporting or financial reporting practices,
                except as consistent with GAAP or Applicable Law, which changes
                shall be disclosed to the Lenders.

        (h)     RESTRICTIONS ON TRANSACTIONS WITH UNRESTRICTED SUBSIDIARIES. No
                Borrower shall, or shall permit any Restricted Subsidiary to,

            (i)   sell assets or lend monies to any Unrestricted Subsidiary
                  unless such sale 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; or


<PAGE>
                                      -83-


            (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.

9.3             FINANCIAL COVENANTS

        (a)     MINIMUM TANGIBLE NET WORTH. Celestica shall maintain, at all
                times, a minimum Tangible Net Worth in an amount that shall not
                be less than an amount equal to the sum of U.S. $1,750,000,000,
                plus 50% of cumulative annual positive Net Income commencing
                with the fiscal year ending December 31, 2000 and in each
                subsequent fiscal year.

        (b)     MAXIMUM NET FUNDED DEBT: EBITDA RATIO. Celestica shall maintain
                a Net Funded Debt: EBITDA Ratio, calculated on a rolling four
                quarter basis of not more than 3.25:1.0.

        (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 for Celestica and its Subsidiaries (but for
                greater certainty, excluding Unrestricted Subsidiaries) in
                accordance with the provisions of Sections 1.7 and 1.8.

                                   ARTICLE 10

                            DEFAULT AND ACCELERATION

10.1            EVENTS 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 a 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 Reimbursement
                Obligation or the payment when due of any fee or any other
                Obligation (and any 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 on behalf of an Obligor to the
                Administrative Agent for the purposes of or in connection with


<PAGE>
                                      -84-


                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 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;

        (d)     a default shall occur in the payment when due whether by
                acceleration or otherwise, of any Indebtedness (other than as
                set forth in (a) above) of any Borrower or any Restricted
                Subsidiary, having a principal amount, individually or in the
                aggregate, in excess of $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;

        (e)     any judgement or order for the payment of money in excess of
                $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;

        (f)     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;


<PAGE>
                                      -85-


            (iii) in the absence of an application referred to in Section
                  10.1(f)(ii), consent or acquiescence, permit or suffer to
                  exist the appointment of a trustee, receiver, receiver and
                  manager, liquidator, sequestrator, administrator or other
                  custodian for a Borrower or a Restricted Subsidiary or for a
                  substantial part of the property of any of them except as
                  permitted under Section 13.12, and such trustee, receiver,
                  receiver and manager, liquidator, sequestrator, administrator
                  or other custodian shall not be discharged within 60 days,
                  provided that the Borrowers hereby expressly authorize the
                  Administrative Agent and each Lender to appear in any court
                  conducting any relevant proceeding relating to any of them or
                  any Restricted Subsidiary during such 60-day period to
                  preserve, protect and defend their rights under the Loan
                  Documents;

            (iv)  permit or suffer to exist the commencement of any bankruptcy,
                  reorganization, debt arrangement, administration or other case
                  or proceeding under any bankruptcy, insolvency or similar law,
                  or any dissolution, winding up, administration or liquidation
                  proceeding, in respect of any Borrower or any Restricted
                  Subsidiary (except as permitted under Section 13.12), and, if
                  any such case or proceeding is not commenced by such Borrower
                  or such Restricted Subsidiary, such case or proceeding shall
                  be consented to or acquiesced in by such Borrower or such
                  Restricted Subsidiary or shall result in the entry of an order
                  for relief or shall remain for 60 days undismissed, provided
                  that each Borrower and each Restricted Subsidiary is hereby
                  deemed to expressly authorize the Administrative Agent and
                  each Lender to appear in any court conducting any such case or
                  proceeding relating to any of them or any Restricted
                  Subsidiary during such 60-day period to preserve, protect and
                  defend their rights under the Loan Documents; or

            (v)   take any corporate action authorizing, or in furtherance of,
                  any of the matters referred to in clauses (ii), (iii) or (iv)
                  above;

        (g)     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;

        (h)     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,


<PAGE>
                                      -86-


                directly or indirectly, contest in any manner such
                effectiveness, validity, binding nature or enforceability of any
                Loan Document;

        (i)     any Borrower or any governmental authority declares, orders or
                proposes to order a full or partial wind up of any Pension Plan
                which, in either case, would reasonably be likely to have a
                Material Adverse Effect or if any of the following events shall
                occur with respect to a Pension Plan:

            (i)   the institution of any step by a Borrower, any member of its
                  Controlled Group or any other Person to terminate a Pension
                  Plan if, as a result of such termination, the Borrowers or any
                  such member of its Controlled Group would reasonably be likely
                  to be required to make a contribution to such Pension Plan or
                  could reasonably expect to incur a liability or obligation to
                  such Pension Plan which, in either case, would reasonably be
                  likely to have a Material Adverse Effect; or

            (ii)  a contribution failure occurs with respect to any Pension Plan
                  sufficient to give rise to a Lien under Section 302(f) of
                  ERISA.

10.2            ACCELERATION

                Upon the occurrence of an Event of Default (other than as set
forth in Section 10.1(f) or (g)) 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
                Agents; 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.


<PAGE>
                                      -87-


               Upon the occurrence of an Event of Default set forth in Section
10.1(f) or (g), 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.

10.3            REMEDIES 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 uncaptured shall become immediately due and payable in
accordance with the provisions of Section 10.2, then the Administrative Agent
may (and, if so instructed by the Majority Lenders shall), by written notice to
the Borrowers require the Borrowers to pay to the Canadian Facility 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.

10.4            REMEDIES CUMULATIVE AND WAIVERS

                It is expressly understood and agreed that the rights and
remedies of the Lenders, the Agents 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 Agents 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 Agents or any of them may be lawfully entitled for such
default or breach. Any waiver by the Lenders, the Agents 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 Agents 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 Agents or any of them under this
Agreement or any other Loan Document as a result of any other default or breach
hereunder or thereunder.

10.5            SUSPENSION 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


<PAGE>
                                      -88-


Notice in respect of any such Advance shall have been received by the 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 Canadian Facility Agent and the Issuing Bank prior to the
occurrence of an Event of Default) or to comply with any Issuance Request.

10.6            APPLICATION OF PAYMENTS AFTER AN EVENT OF DEFAULT

                If any Event of Default shall occur and be continuing, all
payments made by the Borrowers hereunder or payments made pursuant to any of the
provisions of any of the Guarantees shall be applied in the following order:

        (a)     to amounts due hereunder as costs and expenses of the Agents;

        (b)     to amounts due hereunder as costs and expenses of the Relevant
                Lenders;

        (c)     to amounts due hereunder as fees;

        (d)     to any other amounts (other than amounts in respect of interest
                or principal) due hereunder;

        (e)     to amounts due hereunder as interest; and

        (f)     to amounts due hereunder as principal.

                                   ARTICLE 11

                  THE AGENTS AND ADMINISTRATION OF THE FACILITY

11.1            AUTHORIZATION 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 or the
Lenders 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. Each
Canadian Lender hereby irrevocably appoints and authorizes the Canadian Facility
Agent to be its Agent in its name and on its behalf and to exercise such rights
or powers granted to the Canadian Facility Agent or the Canadian Lenders 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. Each U.S. Lender
hereby


<PAGE>
                                      -89-


irrevocably appoints and authorizes the U.S. Facility Agent to be its Agent in
its name and on its behalf and to exercise such rights or powers granted to the
U.S. Facility Agent or the U.S. Lenders 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. Each U.K. Lender hereby irrevocably appoints
and authorizes the U.K. Facility Agent to be its Agent in its name and on its
behalf and to exercise such rights or powers granted to the U.K. Facility Agent
or the U.K. Lenders 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 Agents 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 in so acting or refraining from acting) upon the
instructions of the Majority Lenders, and such instructions shall be binding
upon all Lenders; provided, however, that no Agent shall be required to take any
action which exposes Agent to liability in such capacity, which could result in
the Agent incurring any costs and expenses or which is contrary to this
Agreement or Applicable Law.

11.2            PROCEDURE FOR MAKING ADVANCES

        (a)     The Relevant Facility Agent shall make Advances available to the
                relevant Borrowers as required hereunder by debiting the account
                of the Relevant Facility Agent to which the Relevant Lenders'
                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 Relevant Facility Agent and Celestica in writing, by
                transferring (or causing to be transferred) like funds in
                accordance with the instructions of the Borrower as set forth in
                the Drawdown Notice in respect of each Advance; provided that
                the obligation of the Relevant Facility 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 Relevant Facility 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
                willful misconduct of the Relevant Facility Agent.

        (b)     Unless the Relevant Facility Agent has been notified by a
                Relevant Lender on the Banking Day prior to the Drawdown Date
                requested by the Borrowers that such Relevant Lender will not
                make available to the Relevant Facility Agent its Rateable
                Portion of such Advance, the Relevant Facility Agent may assume
                that such Lender has made such portion of the Advance available
                to the Relevant Facility Agent on the Drawdown Date in
                accordance with the provisions hereof and the Relevant Facility
                Agent may, in reliance upon such assumption, make available to
                the Borrower on such date a corresponding amount. If and to the


<PAGE>
                                      -90-


                extent such Lender shall not have so made its Rateable Portion
                of the Advance available to the Relevant Facility Agent, then
                such Relevant Lender shall agree to pay to the Relevant Facility
                Agent forthwith on demand such Relevant Lender's Rateable
                Portion of the Advance and all reasonable costs and expenses
                incurred by the Relevant Facility 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 Relevant Agent; provided,
                however, that notwithstanding such obligation, if such Relevant
                Lender fails to so pay, the Borrower covenants and agrees that
                without prejudice to any rights such Borrower may have against
                such Relevant Lender, it shall reimburse such amount to the
                Relevant Facility Agent forthwith after demand therefor by the
                Relevant Facility Agent. The amount payable to the Relevant
                Facility Agent pursuant hereto shall be as set forth in a
                certificate delivered by the Relevant Facility Agent to such
                Relevant 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 Relevant
                Lender makes the payment to the Relevant Facility Agent required
                herein, such Relevant Lender shall be considered to have made
                its Rateable Portion of the Advance for purposes of this
                Agreement and the Relevant Facility Agent shall make appropriate
                entries in the books of account maintained by the Relevant
                Facility Agent.

        (c)     The failure of any Lender to make its Rateable Portion of any
                Advance shall not relieve any other Lender of its obligation, if
                any, hereunder to make its 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 Rateable Portion of the
                Advance to be made by such other Lender on the date of any
                Advance.

        (d)     Where a Drawdown under the Facility and a repayment of an
                Advance under the Facility are to occur on the same day, the
                Relevant Facility Agent shall not make available to the relevant
                Borrower the amount of the Advance to be drawn down until the
                Relevant Facility 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 on the part of the
                Relevant Facility Agent, the risk of non-receipt of the amount
                to be repaid is that of the Relevant Lenders and not of the
                Relevant Facility Agent.

11.3            REMITTANCE OF PAYMENTS

                Forthwith after receipt of any repayment of principal or payment
of interest or fees pursuant to any provision of this Agreement, the Relevant
Facility Agent which has received such repayment or payment shall remit to each
Relevant Lender its Rateable Portion thereof; provided, however, that the
Relevant Facility Agent shall be entitled to set off against and deduct from any
amount payable to a Relevant Lender any outstanding amounts payable by such


<PAGE>
                                      -91-


Relevant Lender to the Relevant Facility Agent pursuant to Section 11.2(b).
Forthwith after receipt of any payment of Facility Fees pursuant to Section
2.13, the Administrative Agent shall remit to each Lender its Rateable Portion
of such payment. If any Facility Agent, or 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 such Agent
forthwith on demand the amount received by it together with all reasonable costs
and expenses incurred by such 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 such Agent to each Relevant Lender,
which certificate shall be conclusive and binding for all purposes in the
absence of manifest error. The Relevant Facility Agent or the Administrative
Agent, as applicable shall make appropriate entries in the register maintained
by it to reflect the foregoing.

11.4            REDISTRIBUTION 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
                Relevant Facility Agent, then such Lender shall, within two
                Banking Days following such receipt or recovery, notify the
                Relevant Facility 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 Relevant 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 Relevant Lenders is greater (the amount of the excess
                being herein called the "excess amount") than the proportion
                thereof received or recovered by the Relevant Lender or Relevant
                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 Relevant Facility Agent
                  an amount equal to the excess amount; and

            (ii)  the Relevant 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 Borrowers
                  pursuant to its obligations under this Agreement and shall pay
                  the same to the Persons entitled thereto (including such
                  recovering Lender) PRO RATA to their respective entitlements
                  thereto in which event, for all purposes in connection
                  herewith, the Recovering Lender shall be deemed only to have
                  received or


<PAGE>
                                      -92-


                  recovered from such Borrower that portion of the excess amount
                  which is actually paid to the Recovering Lender by the
                  Relevant Facility Agent pursuant to this Section 11.4(b)(ii).

        (c)     If a Relevant Lender that has paid an excess amount to the
                Relevant Facility 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 Relevant Lenders
                shall pay to the Relevant Facility 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 Relevant Facility Agent pursuant to Section
                11.4(b)(ii).

11.5            DUTIES 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
                willful misconduct. Without limiting the generality of the
                foregoing, each Agent:

            (i)   may assume that there has been no assignment or transfer by
                  any means by the Lenders of their rights hereunder, unless and
                  until the 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 standard selected by it and shall not be liable for
                  any action taken or omitted to be taken in good faith by it in
                  accordance with the advice of such counsel, accountants or
                  experts;

            (iii) shall incur no liability under or in respect of this Agreement
                  by acting upon any notice, consent, certificate or other
                  instrument or writing believed by it to be genuine and signed
                  or sent by the proper party or parties or by acting upon any
                  representation or warranty of the Borrowers or any Guarantor
                  made or deemed to be made hereunder;

            (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


<PAGE>
                                      -93-


            (vi)  shall incur no liability for its failure to distribute to any
                  Lender the financial statements or other information provided
                  to the Relevant 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 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.

11.6            PROMPT 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.

11.7            AGENT'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 they were not Agents. An
Agent may accept deposits from, lend money to, and generally engage in any kind
of business with the Borrowers and the Subsidiaries or any corporation or other
entity owned or controlled by any of them and any Person which may do business
with any of them, all as if the Agent was not an Agent hereunder and without any
duties to account therefor to the Lenders.

11.8            LENDER'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


<PAGE>
                                      -94-


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.

11.9            INDEMNIFICATION

                Each Lender hereby agrees to indemnify the Agents (to the extent
not reimbursed by the Borrowers) in its 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. 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 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.

11.10           SUCCESSOR AGENT

                The Administrative Agent, Canadian Facility Agent, U.S. Facility
Agent, U.K. Facility Agent or any Consent Facility 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, Canadian
Facility Agent, U.S. Facility Agent, U.K. Facility Agent or any Consent Facility
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. In the event that Scotiabank resigns or is
removed from any one of its roles as Administrative Agent, Canadian Facility
Agent, U.S. Facility Agent, U.K. Facility Agent or Consent Facility Agent
hereunder, Scotiabank and each of its branches, Affiliates and Subsidiaries, as
applicable, shall be deemed to have resigned or been removed from each of its
roles as Administrative Agent, Canadian Facility Agent, U.S. Facility Agent,
U.K. Facility Agent and Consent Facility Agent as at the same effective date.
Upon the


<PAGE>
                                      -95-


acceptance of any appointment hereunder by a Successor Agent, such Successor
Agent shall thereupon become Administrative Agent, Canadian Facility Agent, U.S.
Facility Agent, U.K. Facility Agent and Consent Facility Agent (in each instance
where Scotiabank was a Consent Facility Agent) hereunder and shall succeed to
and become vested with all the rights, powers, privileges and duties of
Scotiabank and Scotiabank shall thereupon be discharged from its further duties
and obligations as Administrative Agent, Canadian Facility Agent, U.S. Facility
Agent, U.K. Facility Agent and Consent Facility Agent (if applicable) under this
Agreement. After any resignation or removal of Scotiabank 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, Canadian Facility Agent, U.S. Facility Agent, U.K. Facility Agent and
Consent Facility Agent (if applicable) hereunder.

11.11           TAKING AND ENFORCEMENT OF REMEDIES

        (a)     Each of the Lenders hereby acknowledges that, to the extent
                permitted by Applicable Law, the remedies provided hereunder to
                the Lenders are for the benefit of the Lenders collectively and
                acting together and not severally and further acknowledges that
                its rights hereunder are to be exercised not severally, but
                collectively by the Agent upon the decision of the Lenders
                regardless of whether declaration or acceleration was made
                pursuant to Section 10.2; accordingly, notwithstanding any of
                the provisions contained herein, 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 or the Majority Lenders, as applicable, provided that,
                notwithstanding the foregoing:

            (i)   in the absence of instructions from the Lenders or the
                  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
                  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, 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


<PAGE>
                                      -96-


                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 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 the Borrowers or any Guarantor by
                an Agent or the Majority Lenders 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 Borrowers and the Guarantors 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 Borrowers and the Guarantors hereunder.

11.12           RELIANCE UPON LENDERS

                Each Agent shall be entitled to rely upon any certificate,
notice or other document provided to it by a Canadian Lender on behalf of all
financial institutions and Affiliates which together constitute a Lender
pursuant to this Agreement and each Agent shall be entitled to deal with the
Lenders with respect to the matters under this Agreement which are such Agent's
responsibilities without any liability whatsoever to the Lenders for relying
upon any certificate, notice or other document provided to it by such Canadian
Lender notwithstanding any lack of authority of the Canadian Lender to provide
the same or to bind the other financial institutions and Affiliates which
together constitute a Lender.

11.13           RELIANCE UPON AGENT

                The Borrower and the Guarantors shall be entitled to rely upon
any certificate, notice or other document provided to it by the Administrative
Agent pursuant to this Agreement and the Borrowers and the Guarantors 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 without any liability
whatsoever to the Lenders for relying upon any certificate, notice or other
document provided to it 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


<PAGE>
                                      -97-


of the provisions of this Agreement or to communicate with the Borrowers and the
Guarantors 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 Borrowers or the Guarantors.

11.14           REPLACEMENT OF CANCELLED COMMITMENTS

                If, at any time prior to the Final 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 their 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, the Guarantors and the Lenders
whose Commitment has been cancelled), the Borrowers, the Guarantors and the
Substitute 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.

11.15           DISCLOSURE OF INFORMATION

        (a)     The Borrowers agree that, if Celestica has given its prior
                written consent to a Person being an Assignee or Transferee
                hereunder, then the Administrative Agent or any Lender may
                provide any such Assignee or Transferee or proposed Assignee or
                Transferee pursuant to Section 13.11 with any information it has
                concerning the financial condition of the Borrowers and
                Subsidiaries other than information delivered by the Borrowers
                to the Administrative Agent and/or the Lenders on a confidential
                basis which is not in the public domain; provided that, for
                greater certainty, nothing in this Section 11.15(a) shall
                prevent the Administrative Agent or any Lender from disclosing
                the terms of this Agreement on a confidential basis to any
                proposed Assignee or Transferee of any Lender; and provided
                further that consent of the Borrowers shall not be required if
                an Event of Default has occurred and is continuing.

        (b)     Subject to Section 11.15(a), the Administrative Agent and each
                of the Lenders acknowledges the confidential nature of 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 to use reasonable efforts to prevent the disclosure of
                such information; provided, however, that:


<PAGE>
                                      -98-


            (i)   the Administrative Agent or any 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 Relevant Lender
                  where legally required in the opinion of Lenders' Counsel. In
                  any event, the Administrative Agent or Lender will furnish
                  only that portion of such information which, in the reasonable
                  opinion of the Lenders' Counsel, it is legally required to
                  disclose and will exercise reasonable efforts to obtain
                  reliable assurances that confidential treatment will be
                  accorded such information;

            (ii)  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;

            (iii) 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;

            (iv)  the Administrative Agent and each Lender may disclose all or
                  any part of such information on a confidential basis to its
                  auditors or to Lenders' Counsel or other counsel of reputable
                  standard on a confidential basis for the purpose of seeking or
                  obtaining accounting or legal advice;

            (v)   the Administrative Agent and each Lender may disclose such
                  information on a confidential basis to any Subsidiary or
                  Affiliate of such Agent or Lender if such disclosure is
                  required in connection with the administration of the
                  Facility; and

            (vi)  if an Event of Default has occurred and is continuing, the
                  Administrative Agent or any Lender may disclose such
                  information to any other Agent or


<PAGE>
                                      -99-


                  other Lenders on a confidential basis in connection with any
                  discussions regarding or related to the resolution of such
                  Event of Default.

11.16           ADJUSTMENTS OF RATEABLE PORTIONS

        (a)     In connection with any Drawdown, Conversion or Rollover or any
                reimbursement or repayment of an Obligation, the Administrative
                Agent shall, in its sole and unfettered discretion, have the
                right (but not the obligation) to make adjustments of the amount
                of such Drawdown, Conversion or Rollover advanced or paid by
                such Lender or the amount of such reimbursement or repayment to
                be received by such Lender in order to maintain the balances of
                the Advances made by each Lender other than to a Consent
                Designated Subsidiary in the same portion as the Rateable
                Portion of each Lender.

        (b)     Upon the occurrence of an acceleration under Section 10.1(f),
                10.1(g) or 10.2, if, with respect to any Lender, the aggregate
                of all outstanding Advances made by such Lender is less than its
                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 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
                Rateable Portion of each Lender of all outstanding Advances.

                                   ARTICLE 12

                       COSTS, EXPENSES AND INDEMNIFICATION

12.1            COSTS 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



<PAGE>
                                     -100-


Relevant 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 or the Loan Documents. 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.

12.2            INDEMNIFICATION BY THE BORROWERS

                In addition to any liability of each Borrower to any Relevant
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 Lenders or an
Agent as a result (i) of any failure by it 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 Loan 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) as a result of 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.

12.3            FUNDS

                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 Relevant Facility
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.

12.4            GENERAL 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


<PAGE>
                                     -101-


                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 of
                the Indemnitees or any of them; and (ii) any Losses with respect
                to Taxes for which an Indemnitee may claim an indemnity from an
                Obligor pursuant to Section 5.8(b) of this Agreement.

        (c)     NOTIFICATION. Whenever a Lender 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 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 possesses relating thereto;
                provided, however, that failure to so notify the Indemnifying
                Party shall not release it from any liability which it may have
                on account of the indemnity set forth in this Section 12.4,
                except to the extent that the Indemnifying Party shall have been
                materially prejudiced by such failure.

        (d)     DEFENCE AND SETTLEMENT. The Indemnifying Party shall have the
                right, but not the obligation, to assume the defence of any
                Claim in any jurisdiction with legal counsel of reputable
                standard 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 of 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.


<PAGE>
                                     -102-


                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 and 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.

12.5            ENVIRONMENTAL CLAIMS

        (a)     INDEMNITY. Subject to paragraphs (b), (c) and (d) below, the
                Borrowers agree to indemnify and save harmless the Indemnitees
                from and against any and all Losses as a result of any Claims
                asserted against the Indemnitees by a Person other than the
                Indemnitees with respect to any material presence or Release on,
                into, onto, under or from any property owned, leased or operated
                by any of the Borrowers or any Subsidiary (the "PROPERTY") of
                any Hazardous Material (as hereinafter defined) 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. "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


<PAGE>
                                     -103-


                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.

        (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 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

13.1            TERM

                The Facility shall expire on the Final Maturity Date.

13.2            SURVIVAL

                All covenants, agreements, representations and warranties made
herein or in certificates delivered in connection herewith by or on behalf of
the Borrowers and each Guarantor 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 the Borrowers and
each Guarantor to the Agent and the Lenders hereunder.


<PAGE>
                                     -104-


13.3            BENEFIT 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.

13.4            NOTICES

                All notices, requests, demands or other communications to or
from the parties hereto shall be in writing and shall be given by overnight
delivery service, by hand delivery or by telecopy to the addressee as follows:

        (a)     If to the Borrowers:

                7th Floor
                12 Concorde Place
                Toronto, Ontario, Canada
                M3C 3R8

                Attention:    Corporate Treasurer
                Telecopier:   416-448-2280

        (b)     If to the Administrative Agent (in respect of all matters):

                The Bank of Nova Scotia
                Loan Syndications
                44 King Street West, 17th Floor
                Toronto, Ontario, Canada
                M5H lHl

                Attention:    Managing Director
                Telecopier:   416-866-3329

        (c)     If to the Canadian Facility Agent (in respect of all matters):

                The Bank of Nova Scotia
                International Banking Division
                Loan Administration and Agency Services
                44 King Street West, 14th Floor
                Toronto, Ontario, Canada
                M5H lHl

                Attention:    Nizar Manji, Assistant Manager
                Telecopier:   416-866-5991

        (d)     If to the U.S. Facility Agent:


<PAGE>
                                     -105-


                The Bank of Nova Scotia
                International Banking Division
                Loan Administration and Agency Services
                44 King Street West, 14th Floor
                Toronto, Ontario, Canada
                M5H lHl

                Attention:    Nizar Manji, Assistant Manager
                Telecopier:   416-866-5991

        (e)     if to the U.K. Facility Agent (in respect of all matters):

                The Bank of Nova Scotia
                Scotia House, 33 Finsbury Square
                London, England
                EC2A 1BB
                Attention:    Marian Staples, Assistant Manager, Loan Operations
                Telecopier:   011-44-171-826-5857

or at such other address or to such other individual as the Borrowers may
designate by notice to the Agent and the Agent may designate by notice to the
Borrowers.

13.5            AMENDMENT 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 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)
change the Rateable Portion of any Lender except for adjustments thereto made by
the Agent in accordance with the terms of this Agreement, or the aggregate
unpaid principal amount of the Advances, or the number of Lenders which shall be
required for the Lenders to take any action hereunder; (v) amend the definition
of Majority Lenders; (vi) amend or release any Guarantee, except to the extent
that a release of a Guarantee may be effected pursuant to a transaction subject
to Section 13.12 or is otherwise authorized pursuant to the terms of this
Agreement and except to the extent that an amendment, as determined by the
Administrative Agent and Lenders' Counsel, each acting reasonably, does not
materially impair the enforceability of such Guarantee; or (vii) amend this
Section 13.5; and provided, further, that no amendment, waiver or consent,



<PAGE>
                                     -106-


unless in writing and signed by the Administrative Agent in addition to the
Lenders required herein above to take such action, affects the rights or duties
of the Administrative Agent 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.

13.6            GOVERNING 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 Administrative Agent, Lenders and Borrower 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.

13.7            FURTHER ASSURANCES

                The Borrowers and each Guarantor 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. The
Borrowers and each Guarantor, at their 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 the Borrowers and each Guarantor hereunder or more fully to state
the obligations of the Borrowers and each Guarantor 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.

13.8            ENFORCEMENT AND WAIVER BY THE LENDERS

                The Lenders shall have the right at all times to enforce the
provisions of this Agreement and agreements to be delivered pursuant hereto in
strict accordance with the terms hereof and thereof, notwithstanding any conduct
or custom on the part of the Lenders in refraining from so doing at any time or
times. The failure of the Lenders at any time or times to enforce its 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 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.

13.9            EXECUTION 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.


<PAGE>
                                     -107-


13.10           ASSIGNMENT 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.

13.11           ASSIGNMENTS 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. $25,000,000 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 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
                5.8, or (ii) to any Financial Institution 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 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:
<PAGE>
                                     -108-


            (i)   receipt of the written consent of the Administrative Agent and
                  Celestica delivered to the relevant Assignee by the
                  Administrative Agent unless an Event of Default has occurred
                  and is continuing in which case consent of Celestica shall not
                  be required;

            (ii)  the delivery to and countersignature by the relevant Lender of
                  a duly completed and duly executed Transfer Notice; and

            (iii) if any Lender wishes to assign any of its rights, benefits
                  and/or obligations hereunder, 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 Transfer Date 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
                  Transferee 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;


<PAGE>
                                     -109-


            (ii)  such offer may be accepted by such assignee by the execution
                  of such Transfer Notice by such assignee and upon fulfilment
                  of the conditions set forth in Section 13.11(c); and

            (iii) the provisions of this Agreement shall apply to the contract
                  between the parties thereto arising as a result of acceptance
                  of such offer.

        (e)     The Administrative Agent shall not be obliged to accept any
                Transfer Notice received by it hereunder and no such Transfer
                Notice may take effect on any day on or after the receipt by the
                Administrative Agent of a Drawdown Notice and prior to the date
                for the making of the proposed Advance.

        (f)     No transfer pursuant to this Section 13.11 shall, unless the
                Administrative Agent otherwise decides in its absolute
                discretion and notifies the parties to such transfer
                accordingly, be effective if the date for effectiveness of such
                transfer on the day on which the Administrative Agent receives
                the applicable Transfer Notice is on, or less than five Banking
                Days before, the day for the payment of any interest or fee
                hereunder.

        (g)     Any Lender may participate all or any part of its interest
                hereunder, provided that any such participation does not give
                rise to a claim for increased costs pursuant to Article 5 or any
                obligation on the part of an Obligor to deduct or withhold any
                Taxes from or in respect of any sum payable hereunder to an
                Agent or the Lenders, or such Lender and participant waive the
                right to any benefits under Section 5.8 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 Guarantors as are applicable to
                the Lenders.

13.12           CERTAIN 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 such Person or


<PAGE>
                                     -110-


continuing company shall become a party to this Agreement or to the Guarantee
provided by such Material Restricted Subsidiary, 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 shall execute and/or deliver to the Agent an
                agreement supplemental hereto or to the Guarantee or Guarantees
                executed by a Predecessor Corporation or Predecessor
                Corporations, as the case may be, in form reasonably
                satisfactory to the Administrative Agent and execute and/or
                deliver such other instruments, if any, which to the reasonable
                satisfaction of the Administrative Agent and in the opinion of
                Lenders' Counsel are necessary to evidence (i) the assumption by
                the Successor Corporation of liability under each Loan Document
                to which the Predecessor Corporation is a party for the due and
                punctual payment of all money payable by the Predecessor
                Corporation thereunder, and (ii) the covenant of the Successor
                Corporation to pay the same and (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 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 5.1 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 shall have been delivered to
                the Administrative Agent;

        (h)     each of the covenants set forth in Section 9.3 shall be
                satisfied on an actual and PRO FORMA basis after giving effect
                to such transaction; and

<PAGE>
                                     -111-


        (i)     no Default or Event of Default shall have occurred and be
                continuing or will occur as a result of such transaction.

                Sections 13.12(a), (b) and (g) shall not apply to the respective
liquidation or dissolution of Celestica Ireland B.V. and Celestica Power Systems
USA Inc.

                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
Sections 13.12(b) and (g) in respect of a Corporate Reorganization where 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.

13.13           LOCATION OF LENDERS

                Unless otherwise agreed between the Administrative Agent and
Celestica, each Lender shall be resident in, or have a branch, Subsidiary or
Affiliate in each of Canada, the United States of America and the United Kingdom
and each Lender or a Subsidiary or Affiliate thereof shall be a Canadian Lender,
a U.S. Lender and a U.K. Lender. In respect of any Lender which assigns or
shares part of its Commitment with an Affiliate or Subsidiary, the provisions of
Article 11 relating to the appointment and authorization of the Administrative
Agent and the indemnification of the Agents shall apply equally to each such
Affiliate and Subsidiary.

13.14           SET-OFF

                If an Event of Default has occurred, each Agent and Lender shall
have the right to set off against any accounts, credits or balances maintained
by the Obligors with any Agent or any Lender, any amount due hereunder.


<PAGE>
                                     -112-


13.15           TIME OF THE ESSENCE

                Time shall be of the essence in this Agreement.

13.16           ADVERTISEMENTS

                The Administrative Agent and the Lenders agree that prior to any
advertisement with respect to this transaction, the 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.

                IN WITNESS WHEREOF the parties hereto have executed this
Agreement.

                                            THE BANK OF NOVA SCOTIA,
                                            AS ADMINISTRATIVE AGENT

                                            By: /s/ Robert Hosie
                                                -------------------------------
                                                   Name:  Robert Hosie
                                                   Title: Managing Director


                                            By: /s/ Paul Phillips
                                                -------------------------------
                                                   Name:  Paul Phillips
                                                   Title: Director


                                            THE BANK OF NOVA SCOTIA,
                                            AS CANADIAN FACILITY AGENT

                                            By: /s/ Robert Hosie
                                                -------------------------------
                                                   Name:  Robert Hosie
                                                   Title: Managing Director


                                            By: /s/ Paul Phillips
                                                -------------------------------
                                                   Name:  Paul Phillips
                                                   Title: Director





<PAGE>
                                     -113-



                                            THE BANK OF NOVA SCOTIA,
                                            AS U.S. FACILITY AGENT

                                            By: /s/ Robert Hosie
                                                -------------------------------
                                                   Name:  Robert Hosie
                                                   Title: Managing Director


                                            By: /s/ Paul Phillips
                                                -------------------------------
                                                   Name:  Paul Phillips
                                                   Title: Director


                                            THE BANK OF NOVA SCOTIA,
                                            AS U.K. FACILITY AGENT

                                            By: /s/ Roger Ellis
                                                -------------------------------
                                                   Name:  Roger Ellis
                                                   Title: Managing Director


                                            By: /s/ David Giles
                                                -------------------------------
                                                   Name:  David Giles
                                                   Title: Director


                                            CELESTICA

                                            By: ________________________________
                                                   Name:  -
                                                   Title: -


                                            By: ________________________________
                                                   Name:  -
                                                   Title: -




<PAGE>
                                     -114-



                             DESIGNATED SUBSIDIARIES

                                            CELESTICA INTERNATIONAL INC.

                                            By: ________________________________
                                                   Name:  -
                                                   Title: -


                                            By: ________________________________
                                                   Name:  -
                                                   Title: -


                                            CELESTICA (U.S.) INC.

                                            By: ________________________________
                                                   Name:  -
                                                   Title: -


                                            By: ________________________________
                                                   Name:  -
                                                   Title: -


                                            CELESTICA CORPORATION

                                            By: ________________________________
                                                   Name:  -
                                                   Title: -


                                            By: ________________________________
                                                   Name:  -
                                                   Title: -


                                            CELESTICA LIMITED

                                            By: ________________________________
                                                   Name:  -
                                                   Title: -

                                            By: ________________________________
                                                   Name:  -
                                                   Title: -

<PAGE>
                                     -115-

                                            THE BANK OF NOVA SCOTIA,
                                            AS CANADIAN LENDER

                                            By: /s/ Robert Miret
                                                -------------------------------
                                                   Name:  Robert Miret
                                                   Title: Managing Director


                                            By: /s/ Paul Phillips
                                                -------------------------------
                                                   Name:  Paul Phillips
                                                   Title: Director


                                            THE BANK OF NOVA SCOTIA,
                                            AS U.S. LENDER

                                            By: ________________________________
                                                   Name:  -
                                                   Title: -


                                            By: ________________________________
                                                   Name:  -
                                                   Title: -


                                            SCOTIABANK EUROPE PLC,
                                            AS U.K. LENDER

                                            By: /s/ David Giles
                                                -------------------------------
                                                   Name:  David Giles
                                                   Title: Director


                                            By: /s/ Simon Tannett
                                                -------------------------------
                                                   Name:  Simon Tannett
                                                   Title: Associate




<PAGE>
                                     -116-


                                            CANADIAN IMPERIAL BANK OF COMMERCE,
                                            AS CANADIAN LENDER

                                            By: /s/ Vlada Dekina
                                                -------------------------------
                                                   Name:  Vlada Dekina
                                                   Title: Director


                                            CIBC INC.,
                                            AS U.S. LENDER

                                            By: /s/ Howard Palmer
                                                -------------------------------
                                                   Name:  Howard Palmer
                                                   Title: Executive Director
                                                          CIBC World Markets
                                                          Corp., as agent


                                            CANADIAN IMPERIAL BANK OF COMMERCE,
                                            LONDON BRANCH, AS U.K. LENDER

                                            By: /s/ Vlada Dekina
                                                -------------------------------
                                                   Name:  Vlada Dekina
                                                   Title: Director




<PAGE>
                                     -117-



                                            ABN-AMRO BANK CANADA, AS CANADIAN
                                            LENDER

                                            By: /s/ Lawrence J. Maloney
                                                -------------------------------
                                                   Name:  Lawrence J. Maloney
                                                   Title: Senior Vice President


                                            By: /s/ Rick Van Waterschoot
                                                -------------------------------
                                                   Name:  Rick Van Waterschoot
                                                   Title: Vice President


                                            ABN-AMRO BANK N.V.,
                                            AS U.S. LENDER

                                            By: /s/ Lawrence J. Maloney
                                                -------------------------------
                                                   Name:  Lawrence J. Maloney
                                                   Title: Senior Vice President


                                            By: /s/ Rick Van Waterschoot
                                                -------------------------------
                                                   Name:  Rick Van Waterschoot
                                                   Title: Vice President


                                            ABN-AMRO BANK N.V.,
                                            AS U.K. LENDER

                                            By: /s/ Lawrence J. Maloney
                                                -------------------------------
                                                   Name:  Lawrence J. Maloney
                                                   Title: Senior Vice President


                                            By: /s/ Rick Van Waterschoot
                                                -------------------------------
                                                   Name:  Rick Van Waterschoot
                                                   Title: Vice President




<PAGE>
                                     -118-



                                            BANK OF MONTREAL,
                                            AS CANADIAN LENDER

                                            By: /s/ Sean Gallaway
                                                -------------------------------
                                                   Name:  Sean Gallaway
                                                   Title: Associate Asset
                                                          Portfolio
                                                          Management


                                            BANK OF MONTREAL,
                                            AS U.S. LENDER

                                            By: /s/ Bruce A. Pietka
                                                -------------------------------
                                                   Name:  Bruce A. Pietka
                                                   Title: Director


                                            BANK OF MONTREAL,
                                            AS U.K. LENDER

                                            By: /s/ Sean Gallaway
                                                -------------------------------
                                                   Name:  Sean Gallaway
                                                   Title: Associate Asset
                                                          Portfolio Management


<PAGE>
                                     -119-



                                            ROYAL BANK OF CANADA,
                                            AS CANADIAN LENDER

                                            By: /s/ Tom Fairbrother
                                                -------------------------------
                                                   Name:  Tom Fairbrother
                                                   Title: Senior Account Manager

                                            By: /s/ Sandra Lekoff
                                                -------------------------------
                                                   Name:  Sandra Lekoff
                                                   Title:  Senior Manager


                                            ROYAL BANK OF CANADA,
                                            AS U.S. LENDER

                                            By: /s/ Sheryl L. Greenberg
                                                -------------------------------
                                                   Name:  Sheryl L. Greenberg
                                                   Title: Senior Manager


                                            ROYAL BANK OF CANADA,
                                            AS U.K. LENDER

                                            By: /s/ Tom Fairbrother
                                                -------------------------------
                                                   Name:  Tom Fairbrother
                                                   Title: Senior Account Manager

                                            By: /s/ Sandra Lekoff
                                                -------------------------------
                                                   Name:  Sandra Lekoff
                                                   Title:  Senior Manager



<PAGE>
                                     -120-



                                            BANK OF TOKYO-MITSUBISHI (CANADA),
                                            AS CANADIAN LENDER

                                            By: /s/ D.C.A. Frost
                                                -------------------------------
                                                   Name:  D.C.A. Frost
                                                   Title: Senior Vice President

                                            By: /s/ T. Vanderlaan
                                                -------------------------------
                                                   Name:  T. Vanderlaan
                                                   Title:  Senior Manager


                                            BANK OF TOKYO-MITSUBISHI, LTD.
                                            AS U.S. LENDER

                                            By: /s/ Catherine Moeser
                                                -------------------------------
                                                   Name:  Catherine Moeser
                                                   Title: Attorney-in-fact


                                            BANK OF TOKYO-MITSUBISHI, LTD.
                                            AS U.K. LENDER

                                            By: /s/ Andrew Tarnouth
                                                -------------------------------
                                                   Name:  Andrew Tarnouth
                                                   Title: Head of Corporate
                                                          Banking



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.13
<SEQUENCE>5
<FILENAME>a2054177zex-4_13.txt
<DESCRIPTION>EXHIBIT 4.13
<TEXT>
<PAGE>

                              AMENDED AND RESTATED
                         REVOLVING TERM CREDIT AGREEMENT

                 CELESTICA INC. AND THE SUBSIDIARIES SPECIFIED AS DESIGNATED
                              SUBSIDIARIES HEREIN,

                                  AS BORROWERS

                                     - AND -

                            THE BANK OF NOVA SCOTIA,
                             AS ADMINISTRATIVE AGENT

                                     - AND -

                            THE BANK OF NOVA SCOTIA,
                           AS CANADIAN FACILITY AGENT

                                     - AND -

                            THE BANK OF NOVA SCOTIA,
                             AS U.S. FACILITY AGENT

                                     - AND -

                            THE BANK OF NOVA SCOTIA,
                             AS U.K. FACILITY AGENT

                                     - AND -

                       THE FINANCIAL INSTITUTIONS NAMED IN SCHEDULE A,
                               AS CANADIAN LENDERS

                                     - AND -

                       THE FINANCIAL INSTITUTIONS NAMED IN SCHEDULE B,
                                 AS U.S. LENDERS

                                     - AND -

                       THE FINANCIAL INSTITUTIONS NAMED IN SCHEDULE C,
                                 AS U.K. LENDERS

                                U.S. $250,000,000
                         REVOLVING TERM CREDIT FACILITY

                             MADE AS OF JUNE 8, 2001

<PAGE>


                                TABLE OF CONTENTS

ARTICLE 1

INTERPRETATION 3

1.1     Definitions   3

1.2     Headings      29

1.3     Use of Defined Terms 29

1.4     Extended Meanings    30

1.5     Cross References     30

1.6     Reference to Agent or Lenders       30

1.7     Accounting Terms     30

1.8     Consolidated Financial Statements and Consolidated Accounts     30

1.9     Non-Banking Days     31

1.10    References to Time of Day   31

1.11    Severability  31

1.12    Currency      31

1.13    References to Statutes      31

1.14    References to Agreements    31

1.15    Consents and Approvals      32

1.16    Schedules     32

ARTICLE 2

THE FACILITY   33

2.1     Establishment of the Facility       33

2.2     Purpose, Nature and Term of the Facility   33

2.3     Term and Availability of Advances   33


<PAGE>
                                      -ii-

2.4     Lenders' Obligations 36

2.5     Repayment of Advances by Former Designated Subsidiaries  36

2.6     Repayment of Facility  36

2.7     Payments/Cancellation or Reduction  38

2.8     Final Maturity Date; Extension of Conversion Date 38

2.9     Interest on Prime Rate Advances     41

2.10    Interest on Base Rate Canada Advances      42

2.11    Interest on Base Rate Advances      42

2.12    LIBOR Advances   42

2.13    Method and Place of Payment 44

2.14    Fees   45

2.15    Conversion Options   46

2.16    Execution of Notices 47

2.17    Evidence of Indebtedness    47

2.18    Interest on Unpaid Costs and Expenses      48

2.19    Criminal Rate of Interest   48

2.20    Compliance with the Interest Act (Canada)  48

2.21    Nominal Rate of Interest    48

2.22    Swing Line Facility  48

2.23    Increase In Aggregate Commitment Amount To U.S.$250,000,000     51

ARTICLE 3

LETTERS OF CREDIT     53

3.1     Issuance Request     53


<PAGE>
                                      -iii-
3.2     Issuances     53

3.3     Other Lenders' Participation  54

3.4     Reimbursement 55

3.5     Deemed Disbursements 56

3.6     Nature of Reimbursement Obligations 56

3.7     Indemnity for Costs  57

3.8     Fees   57

3.9     Issuing Bank  58

ARTICLE 4

BANKERS' ACCEPTANCES AND ACCEPTANCE NOTES   59

4.1     Funding of Bankers' Acceptances     59

4.2     Acceptance Fees      59

4.3     Safekeeping of Drafts   60

4.4     Term and Interest Periods   60

4.5     Payment on Maturity  60

4.6     Waiver of Days of Grace     60

4.7     Special Provisions Relating to Acceptance Notes   61

4.8     No Market     61

ARTICLE 5

CHANGE OF CIRCUMSTANCES AND INDEMNIFICATION   62

5.1     Collecting Agent Rules      62

5.2     U.K. Lender Representation  62

5.3     Canadian Lender Representation      63

<PAGE>
                                      -iv-

5.4     U.S. Lender Obligations     63

5.5     Increased Costs      64

5.6     Illegality    66

5.7     Mitigation    66

5.8     Taxes  68

5.9     Tax Refund    69

ARTICLE 6

CONDITIONS PRECEDENT TO DRAWDOWN    71

6.1     Conditions for First Drawdown       71

6.2     Conditions for Subsequent Drawdowns 72

6.3     Conditions Relating to First Drawdown by Consent
        Designated Subsidiaries       73

ARTICLE 7

PROVISIONS RELATING TO SUBSIDIARIES 74

7.1     Designated Subsidiaries     74

7.2     Advances to Consent Designated Subsidiaries    76

7.3     Material Restricted Subsidiaries to Provide Guarantees   77

7.4     Unrestricted Subsidiaries   77

ARTICLE 8

REPRESENTATIONS AND WARRANTIES      79

8.1     Representations and Warranties      79

8.2     Survival of Representations and Warranties 83

8.3     Deemed Repetition of Representations and Warranties      83

ARTICLE 9

<PAGE>
                                      -v-

COVENANTS      85

9.1     Affirmative Covenants  85

9.2     Negative Covenants   90

9.3     Financial Covenants  92

ARTICLE 10

DEFAULT AND ACCELERATION     94

10.1    Events of Default    94

10.2    Acceleration  96

10.3    Remedies with Respect to Bankers' Acceptance Advances and
        Letters of Credit  97

10.4    Remedies Cumulative and Waivers     97

10.5    Suspension of Lenders' Obligations  98

10.6    Application of Payments After an Event of Default 98

ARTICLE 11

THE AGENTS AND ADMINISTRATION OF THE FACILITY      99

11.1    Authorization of Action     99

11.2    Procedure for Making Advances       99

11.3    Remittance of Payments      101

11.4    Redistribution of Payment   101

11.5    Duties and Obligations      102

11.6    Prompt Notice to the Lenders    103

11.7    Agent's Authority    104

11.8    Lender's Independent Credit Decision       104

11.9    Indemnification      104

<PAGE>
                                      -vi-

11.10   Successor Agent      104

11.11   Taking and Enforcement of Remedies  105

11.12   Reliance Upon Lenders   106

11.13   Reliance upon Agent  107

11.14   Replacement of Cancelled Commitments       107

11.15   Disclosure of Information   107

11.16   Adjustments of Rateable Portions    109

ARTICLE 12

COSTS, EXPENSES AND INDEMNIFICATION 110

12.1    Costs and Expenses   110

12.2    Indemnification by the Borrowers    110

12.3    Funds  110

12.4    General Indemnity    111

12.5    Environmental Claims 112

ARTICLE 13

GENERAL 114

13.1    Term   114

13.2    Survival      114

13.3    Benefit of the Agreement    114

13.4    Notices   114

13.5    Amendment and Waiver 115

13.6    Governing Law 116

13.7    Further Assurances   116

<PAGE>
                                      -vii-

13.8    Enforcement and Waiver by the Lenders      117

13.9    Execution in Counterparts   117

13.10   Assignment by the Borrowers 117

13.11   Assignments and Transfers by a Lender      117

13.12   Certain Requirements in Respect of Merger, Etc.   120

13.13   Location of Lenders  121

13.14   Set-Off   122

13.15   Time of the Essence  122

13.16   Advertisements   122

13.17   Designation   122

SCHEDULE A - CANADIAN LENDERS

SCHEDULE B - U.S. LENDERS

SCHEDULE C - U.K. LENDERS

SCHEDULE D - LENDERS' COMMITMENTS

SCHEDULE E - APPLICABLE MARGIN, FACILITY FEE AND LC FEE

SCHEDULE F - QUARTERLY CERTIFICATE ON COVENANTS

SCHEDULE G - CONVERSION NOTE

SCHEDULE H - DESIGNATED SUBSIDIARY

SCHEDULE I - DRAWDOWN NOTICE AND NOTICE OF SWING LINE BORROWING

SCHEDULE J - GUARANTEES

SCHEDULE K - ROLLOVER NOTICE

SCHEDULE L - TRANSFER NOTICE

SCHEDULE M - ISSUANCE REQUEST

<PAGE>
                                      -viii-

SCHEDULE N - ACCEPTANCE NOTE

SCHEDULE O - CONSENT LENDER NOTICE

SCHEDULE P - MANDATORY COST CALCULATION

SCHEDULE Q - OPINIONS OF COUNSEL

SCHEDULE R - EXTENSION REQUEST

SCHEDULE S - PERMITTED ENCUMBRANCE CERTIFICATE





<PAGE>


                     AMENDED AND RESTATED REVOLVING TERM CREDIT AGREEMENT

               MADE as of the 8th day of June, 2001.

B E T W E E N:

               CELESTICA INC.,
               a corporation incorporated under the laws of
               the Province of Ontario,

                                                              OF THE FIRST PART,

                                     - and -

               THE SUBSIDIARIES OF CELESTICA INC.
               SPECIFIED HEREIN AS DESIGNATED SUBSIDIARIES,

                                                             OF THE SECOND PART,

                                     - and -

               THE BANK OF NOVA SCOTIA,
               a Canadian chartered bank, as Administrative Agent

                                                              OF THE THIRD PART,

                                     - and -

               THE BANK OF NOVA SCOTIA,
               a Canadian chartered bank, as Canadian Facility Agent

                                                             OF THE FOURTH PART,

                                     - and -

               THE BANK OF NOVA SCOTIA,
               a Canadian chartered bank, as U.S. Facility Agent

                                                              OF THE FIFTH PART,

                                     - and -

               THE BANK OF NOVA SCOTIA,
               a Canadian chartered bank, as U.K. Facility Agent,

                                                              OF THE SIXTH PART,

                                     - and -

<PAGE>
                                      -2-

               THE FINANCIAL INSTITUTIONS NAMED IN SCHEDULE A,
               as Canadian Lenders,

                                                            OF THE SEVENTH PART,

                                     - and -

               THE FINANCIAL INSTITUTIONS NAMED IN SCHEDULE B,
               as U.S. Lenders,

                                                             OF THE EIGHTH PART,

                                     - and -

               THE FINANCIAL INSTITUTIONS NAMED IN SCHEDULE C,
               as U.K. Lenders,

                                                              OF THE NINTH PART.



               WHEREAS the Borrowers, the Administrative Agent, the Canadian
Facility Agent, the U.S. Facility Agent, the U.K. Faculty Agent, the Canadian
Lenders, the U.S. Lenders and the U.K. Lenders are parties to a Credit Agreement
dated as of April 22, 1999 (the "Existing Credit Agreement");

               AND WHEREAS parties hereto wish to amend and restate the Existing
Credit Agreement on the term 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

1.1     DEFINITIONS

               In this Agreement:

        "ACCEPTANCE NOTE" has the meaning ascribed thereto in Section 4.7;

        "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


<PAGE>
                                      -3-


        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;

        "ACQUIRING LENDERS" has the meaning specified in Section 2.8(b)(iii);

        "ACQUISITION DATE" has the meaning specified in Section 2.8(b)(iii);

        "ADDITIONAL COMPENSATION" has the meaning specified in Section 5.5;

        "ADMINISTRATIVE AGENT" means Scotiabank when acting in its capacity as
        administrative agent hereunder;

        "ADVANCE" means a Prime Rate Advance, a Bankers' Acceptance Advance, a
        LIBOR Advance, a Base Rate Advance, 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 5.7(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, collectively, the Administrative Agent, the Canadian
        Facility Agent, the U.S. Facility Agent, the U.K. Facility Agent and all
        Consent Facility Agents from time to time and "Agent" shall mean any of
        the Administrative Agent, the Canadian Facility Agent, the U.S. Facility
        Agent, the U.K. Facility Agent or a Consent Facility Agent as the
        context may require;

        "AGREEMENT" means this agreement and all Schedules attached hereto as
        the same may be amended, restated, replaced or superseded from time to
        time;

        "ALTERNATE LENDERS" has the meaning specified in Section 2.8(b)(iv);

        "APPLICABLE LAW" means, with respect to any Person, property,
        transaction or event, all applicable laws, statutes, rules, regulations,
        codes, treaties, conventions, judgements, 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 E;


<PAGE>
                                      -4-


        "APPROVED CREDIT RATING AGENCY" means any one of Standard & Poor's
        Ratings Services (a division of The McGraw-Hill Companies, Inc.)
        ("Standard & Poor's"), Moody's Investors Service, Inc. ("Moody's") and
        any other similar agency agreed to by Celestica and the Administrative
        Agent;

        "APPROVING LENDERS" has the meaning specified in Section 2.8(b);

        "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 5.7(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(l);

        "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 Canadian
        Lender in accordance with Article 4;

        "BANKERS' ACCEPTANCE ADVANCE" means the advance of funds to Celestica or
        a Canadian Designated Subsidiary by way of creation and issuance of
        Bankers' Acceptances or by way of the issuance of an Acceptance Note, in
        each case in accordance with the provisions of Article 4;

        "BANKING DAY" means a day, other than a Saturday or a Sunday and, where
        used in the context of a notice, delivery, payment or other
        communication addressed to:

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

            (ii)  the Canadian Facility 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;
<PAGE>
                                      -5-


            (iii) the U.S. Facility Agent, which is also a day on which banks
                  are not required or authorized to close in Toronto, Canada or
                  New York, New York or, 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 London, England or which is
                  a day on which dealings are not carried on in the London
                  interbank market;

            (iv)  the U.K. Facility Agent, which is also a day on which banks
                  are not required or authorized to close in London, England or
                  which is a day on which dealings are carried on in the London
                  interbank market and

                  (A)   in the case of LIBOR Advances in United States Dollars,
                        which is 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 a Freely Tradeable
                        European Currency, which is a day on which TARGET is
                        operating;

            (v)   a Consent Facility Agent, which is also a day on which banks
                  are not required or authorized to close in the jurisdiction
                  where the address for notice of such Consent Facility Agent
                  and the Relevant Consent Lenders are located; and

                  (A)   in the case of LIBOR Advances in United States Dollars,
                        which is 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 a Freely Tradeable
                        European Currency, a day on which TARGET is operating;

        "BASE RATE" 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 360 days 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 the United States; and (ii)
        the Federal Funds Effective Rate plus 1/2 of 1% per annum;

        "BASE RATE ADVANCE" means a loan made by the U.S. Lenders to a U.S.
        Designated Subsidiary on which interest is payable based on the Base
        Rate;

        "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


<PAGE>
                                      -6-


        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 Canadian Lenders to
        Celestica or to a Canadian Designated Subsidiary on which interest is
        payable based on the Base Rate Canada;

        "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;

        "BUSINESS" means the business of:

        (b)     conducting a broad range of electronics manufacturing services,
                including the 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, and other related
                manufacturing services;

        (c)     a full range of supply chain management, services such as
                materials procurement, inventory management, logistics,
                packaging, distribution, after-market support and refurbishment;

        (d)     design services including concept and product design, product
                documentation and data management, prototype services, product
                qualification, design for manufacturability and new product
                introduction;

        (e)     the design, production, distribution and sale of power products;
                and

        (f)     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, equal to the
        arithmetic average of the rates per annum for Canadian Dollar Bankers'
        Acceptances having such term:

        (a)     for the Schedule I Reference Lenders in respect of the Bankers'
                Acceptances to be accepted by the Schedule I Lenders, that
                appear 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 time) on the first day of
                such term; and


<PAGE>
                                      -7-


        (b)     for the Schedule II Reference Lenders in respect of the Bankers'
                Acceptances or Acceptance Notes to be accepted by the Schedule
                II Lenders, as are quoted by such Schedule II Reference Lenders
                as of 10:00 a.m. (Toronto time) on the first day of such term,
                provided that the arithmetic average of such quoted rates shall
                in no event exceed the sum of the highest of the rates that
                appear on the display page designated as the CDOR page (or any
                replacement page) by Reuters Money Market Service (or its
                successor) for the Schedule I Reference Lenders as of 10:00 a.m.
                (Toronto time) on the first day of such term 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 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;

        "CANADIAN FACILITY AGENT" means Scotiabank when acting in its capacity
        as facility agent in respect of Advances to and payments or repayments
        by Celestica or any Canadian Designated Subsidiary;

        "CANADIAN LENDERS" means the financial institutions set out in Schedule
        A, each of which is resident in Canada for the purposes of the Income
        Tax Act (Canada);

        "CANADIAN SWING LINE ADVANCE" means an Advance made pursuant to the
        provisions of Section 2.22(a);

        "CANADIAN SWING LINE LENDER" means Scotiabank or such other Canadian
        Lender as may have agreed to act as a Canadian Swing Line Lender and to
        which Scotiabank and Celestica may have agreed to acting as a Canadian
        Swing Line Lender from time to time;

        "CAPITAL LEASE" means any leasing or similar arrangement which, in
        accordance with GAAP, would be classified a capital lease;

        "CAPITAL LEASE OBLIGATIONS" means all monetary obligations of Celestica
        or a Subsidiary under a Capital Lease and for the purposes of this
        Agreement and each other Loan Document, the amount of such obligations
        shall be the capitalized amount thereof, determined in accordance with
        GAAP;

        "CASH EQUIVALENTS" means:

            (i)   United States Dollars, Canadian Dollars or Freely Tradeable
                  European Currency;
<PAGE>
                                      -8-


            (ii)  bonds, debentures or other evidences of indebtedness issued or
                  directly and fully guaranteed or insured by the United States
                  or Canadian Government, any agency or instrumentality thereof
                  or, if such bonds, debentures or other evidences of
                  indebtedness are rated at least A-1 or P-1 by an Approved
                  Credit Rating Agency, of the Government of any Province of
                  Canada or any agency or instrumentality thereof;

            (iii) any evidence of indebtedness, maturing not more than one year
                  after such time, issued or guaranteed by the United States or
                  Canadian Government or, if such evidence of indebtedness is
                  rated at least A-1 or P-1 by an Approved Credit Rating Agency
                  or R1(mid) by Dominion Bond Rating Service Limited ("DBRS") by
                  the Government of any Province of Canada;

            (iv)  commercial paper, maturing not more than twelve months from
                  the date of issue, which is issued by,

                  (A)   a corporation (other than an Obligor or any Affiliate of
                        any Obligor) organized under the laws of any state of
                        the United States, of the District of Columbia, of
                        Canada or of any Province of Canada and rated at least
                        A-1 by Standard & Poor's or P-1 by Moody's or any
                        equivalent rating by another Approved Credit Rating
                        Agency or R1(mid) by DBRS; or

                  (B)   any Lender (or an Affiliate thereof);

            (v)   any certificate of deposit or bankers' acceptance, maturing
                  not more than one year after such time, which is issued by
                  either,

                  (A)   a commercial banking institution that is a member of the
                        Federal Reserve System and has a combined capital and
                        surplus and undivided profits of not less than U.S.
                        $500,000,000 or a bank that is listed on Schedule I to
                        the Bank Act (Canada); or

                  (B)   any Lender;

            (vi)  any repurchase agreement entered into with any Lender (or
                  other commercial banking institution of the stature referred
                  to in clause (v)(A) which ,

                  (A)   is secured by a fully perfected security interest in any
                        obligation of the type described in any of clauses (ii)
                        through (v); and

                  (B)   has a market value at the time such repurchase agreement
                        is entered into of not less than 100% of the repurchase
                        obligation of such Lender (or other commercial banking
                        institution) thereunder;


<PAGE>
                                      -9-


            (vii) marketable debt securities issued in the United Kingdom by Her
                  Majesty's Government;

           (viii) amounts deposited overnight for cash management purposes with
                  a commercial banking institution, which banking institution
                  does not meet the debt rating criteria set out in paragraph
                  (ix) below, with whom Celestica or a Restricted Subsidiary has
                  a cash management relationship, provided that such amounts,
                  for the purposes of inclusion of such amounts in the
                  definition of "Net Funded Debt", shall be limited to an
                  aggregate amount of U.S. $30,000,000;

            (ix)  amounts deposited overnight with a commercial banking
                  institution provided that such institution, or the guarantor
                  of the obligations of such institution with respect to such
                  deposits, in each case, has a short-term debt rating of A-1
                  granted by Standard & Poor's or P-1 granted by Moody's;

            (x)   the face amount of certificates of deposit issued in London by
                  an authorized institution under the England Banking Act 1987
                  or a Building Society authorized under the England Building
                  Societies Act 1986 with a short term debt rating, in each case
                  of A-1 granted by Standard & Poor's or P-1 granted by Moody's;
                  and

            (xi)  Pound Sterling bills of exchange eligible for rediscount at
                  the Bank of England;

        "CELESTICA" means Celestica Inc., a corporation duly incorporated,
        organized and subsisting under the laws of the Province of Ontario, and
        any successor corporation;

        "CELESTICA CORP." means Celestica Corporation, a corporation duly
        incorporated, organized and subsisting under the laws of the State of
        Delaware, and any successor 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 corporation;

        "CELESTICA U.K." means Celestica Limited, a company duly incorporated,
        organized and subsisting under the laws of England and any successor
        corporation;

        "CELESTICA U.S." means Celestica (U.S.) Inc., a corporation duly
        incorporated, organized and subsisting under the laws of the State of
        Delaware, and any successor corporation;

        "CERCLA" means the United States Comprehensive Environmental Response,
        Compensation and Liability Act of 1980;


<PAGE>
                                      -10-


        "CERCLIS" means the United States Comprehensive Environmental Response
        Compensation Liability Information System List;

        "CLAIMS" has the meaning specified in Section 12.4(a);

        "CLOSING DATE" means June 8, 2001;

        "CODE" means the United States Internal Revenue Code of 1986;

        "COMMENCEMENT DATE" means January 1, 1999;

        "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 D, as such Schedule D 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 (i) the laws of a Province of Canada or the federal
        laws of Canada; (ii) the laws of a state of the United States of
        America; or (iii) the laws of a member of the United Kingdom and which
        is not domiciled in Canada, the United States of America or the United
        Kingdom, and (b) which has satisfied and complied with the terms of
        Section 7.1(c);

        "CONSENT FACILITY AGENT" means the financial institution designated by
        the Administrative Agent, in conjunction with Celestica, to act as
        facility agent in respect of Advances to and payments or repayments by a
        Consent Designated Subsidiary;

        "CONSENT LENDER" has the meaning set out in Section 7.2(b);

        "CONSENT RATEABLE PORTION" means, with respect to any Consent Lender,
        the ratio at any time, expressed as a decimal fraction, of such Consent
        Lender's Commitment allocated to a Consent Designated Subsidiary at such
        time to the aggregate of the Commitments of all other Consent Lenders
        allocated to the same Consent Designated Subsidiary;

        "CONSENT SWING LINE ADVANCE" has the meaning set out in Section 2.22(c);

        "CONSENT SWING LINE LENDER" has the meaning set out in Section 2.22(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 for borrowed monies of any
        other Person;

        "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


<PAGE>
                                      -11-


        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 DATE" means April 19, 2002 or such later date to which the
        Conversion Date has been extended pursuant to the provisions of Section
        2.8;

        "CONVERSION NOTICE" means a notice substantially in the form set out in
        Schedule G;

        "CORPORATE REORGANIZATION" has the meaning specified in Section 13.12;

        "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
        Relevant Facility 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, a U.S. Designated Subsidiary or a U.K. Designated
        Subsidiary in accordance with and which complies with the terms of
        Section 7.1(b) of this Agreement or which becomes a Consent Designated
        Subsidiary pursuant to Section 7.1(c);

        "DESIGNATED SUBSIDIARY AGREEMENT" means an agreement substantially in
        the form set out in Schedule H;

        "DISBURSEMENT" has the meaning specified in Section 3.4;

        "DISBURSEMENT DATE" has the meaning specified in Section 3.4;

        "DISSENTING LENDERS" has the meaning specified in Section 2.8(b);

        "DRAWDOWN" means a drawdown of an Advance;

<PAGE>
                                      -12-


        "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 I;

        "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;

        (f)     all amounts deducted in the calculation of Net Income in
                connection with the implicit financing costs of synthetic leases
                and Permitted Securitization Transactions;

        (g)     all amounts deducted in the calculation of Net Income in
                determining all non-recurring charges; and

        (h)     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


<PAGE>
                                      -13-


            (y)   If such newly acquired Restricted Subsidiary or operation:

                  (A)   was not, immediately prior to such acquisition,
                        accounted for on a stand-alone basis; or

                  (B)   was immediately prior to such acquisition, accounted for
                        on a stand-alone basis but, in the determination of the
                        Administrative Agent acting reasonably, the business of
                        such newly acquired Restricted Subsidiary or operation
                        will not be conducted by Celestica or its Restricted
                        Subsidiary, as the case may be, in substantially the
                        same form or the same manner as conducted by the vendor
                        immediately prior to such acquisition,

        then subject to the satisfaction of the Administrative Agent and the
        Majority Lenders with the method of determination thereof acting
        reasonably, EBITDA for such newly acquired Restricted Subsidiary or
        operation will be determined having regard to historical financial
        results together with, and having regard to, contractual arrangements
        and any other changes made or proposed to be made by Celestica or its
        Restricted Subsidiary, as the case may be, to the business of such newly
        acquired Restricted Subsidiary or operation;

        "EMU" means Economic and Monetary Union as contemplated in the Treaty;

        "EMU LEGISLATION" means legislative measures of the European Council for
        the introduction of, changeover to, or operation of a single or unified
        European currency;

        "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 time)
        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 introduced on the Commencement Date;

        "EUROPEAN COMMISSION" means the body established pursuant to Article 155
        of the Treaty;


<PAGE>
                                      -14-


        "EUROPEAN COUNCIL" means a meeting of the Heads of State or Government
        and the President of the European Commission established by and held
        pursuant to Article 2 of the Single European Act 1986;

        "EUROPEAN UNION" means the European Union established by the Treaty on
        European Union signed at Maastricht on the 7th day of February, 1992;

        "EVENT OF DEFAULT" means any of the events described in Section 10.1;

        "EXISTING CREDIT AGREEMENT" has the meaning specified in the first
        recital hereto;

        "EXEMPTED JURISDICTION" has the meaning specified in Section 13.12;

        "EXTENSION REQUEST" means a request made in writing by Celestica to the
        Administrative Agent substantially in the form set out in Schedule R;

        "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. $250,000,000 to be made available to the
        Borrowers as set forth in Article 2 as same may be extended subject to
        the terms set forth herein;

        "FACILITY FEE" has the meaning specified in Section 2.14(a) and
        calculated in accordance with Schedule E;

        "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;

        "FINAL MATURITY DATE" means the day which is two years from the last
        Conversion Date;


<PAGE>
                                      -15-


        "FREELY TRADEABLE EUROPEAN CURRENCY" means Pounds Sterling and, so long
        as it trades on a LIBOR equivalent basis and is freely convertible to
        Canadian Dollars and to United States Dollars, the Euro;

        "GAAP" has the meaning specified in Section 1.7;

        "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;

        "GUARANTEES" means the guarantees of each of the Guarantors
        substantially in the form set forth in Schedule J;

        "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" has the meaning specified in Section 12.5(a);

        "HEDGING OBLIGATIONS" means, with respect to any Person, all liabilities
        of such Person under interest rate swap agreements, interest rate cap
        agreements, interest rate collar agreements and all such other
        agreements or arrangements designed to protect such Person against
        fluctuations in interest rates;

        "INDEBTEDNESS" of any Person means, without duplication:

        (a)     all obligations of such Person for borrowed money and all
                obligations of such Person evidenced by bonds, debentures, notes
                or other similar instruments;

        (b)     all obligations, contingent or otherwise, relative to the face
                amount of all letters of credit, whether drawn or undrawn, and
                bankers' acceptances issued for the account of such Person;

        (c)     all obligations of such Person as lessee under leases which have
                been or should be, in accordance with GAAP, recorded as Capital
                Leases, including liabilities in respect of Capital Leases
                incurred by such Person in connection with sale/leaseback
                transactions;

        (d)     net liabilities of such Person under all Hedging Obligations or
                net liabilities of such Person under currency, swap, forward or
                other foreign exchange hedging agreements;


<PAGE>
                                      -16-


        (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 5.8(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
        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, such Bankers'
        Acceptance or Acceptance Note is issued, and ending on (but excluding)
        the day which is, in the case of a Bankers' Acceptance (or Acceptance
        Note), approximately 30, 60, 90 or 180 days thereafter, or which in the
        case of any LIBOR Advance, numerically corresponds to such date one,
        two, three or six months thereafter (or, if such month has no
        numerically corresponding date, on the last Banking Day of such month)
        or which, in the case of a LIBOR Advance to a U.K. Designated Subsidiary
        may be seven days thereafter, 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


<PAGE>
                                      -17-


                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 Final Maturity Date;

        "ISSUANCE REQUEST" means a request and certificate duly executed by an
        authorized officer of Celestica in substantially the form of Schedule M
        attached hereto;

        "ISSUING BANK" means a Canadian Lender which issues a Letter of Credit
        pursuant to Article 3;

        "LC FEE" has the meaning specified in Schedule E;

        "LENDERS" means, collectively, the Canadian Lenders, U.S. Lenders, U.K.
        Lenders, and any Consent Lenders, and "Lender" shall mean any financial
        institution which, together with its Affiliate or Affiliates, constitute
        a Canadian Lender, a U.S. Lender, a U.K. Lender and, if applicable, a
        Consent Lender;

        "LENDERS' COUNSEL" means the firm of Osler, Hoskin & Harcourt, Toronto,
        Ontario, or such other firm of legal counsel as the Administrative Agent
        may from time to time designate;

        "LETTER OF CREDIT" means a standby letter of credit or a letter of
        guarantee issued by an Issuing Bank at the request of Celestica pursuant
        to Section 3.1;

        "LETTER OF CREDIT AVAILABILITY" means U.S. $50,000,000;

        "LIBO RATE" means, relative to any LIBOR Advance:

        (a)     the rate of interest per annum of the offered quotations for
                deposits in the currency of the relevant Advance 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 "page 3750" or "page 3740", as applicable
                (or any replacement pages) by "Telerate - The Financial
                Information Network" published by Telerate Systems, Inc. (or
                such other company or service as may be nominated by the British
                Bankers' Association as the information vendor for the purpose
                of displaying British Bankers' Association Interest Settlement
                Rates for deposits in the currency in which the LIBOR Advance is
                requested) at or about 10:00 a.m. (London, England time) on the
                applicable Rate Fixing Day; or


<PAGE>
                                      -18-


        (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 display page designated as the
                page (or any replacement page) for the offering of deposits in
                the currency in which the LIBOR Advance is requested (for
                example, the LIBO page in the case of United States Dollars) 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 the currency in which
                the LIBOR Advance is requested in immediately available funds
                are offered 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 (x) in the case of a LIBOR Advance denominated
        in Pounds Sterling, the first day of such Interest Period; or (y) in the
        case of a LIBOR Advance denominated in any other Freely Tradeable
        European Currency or in United States Dollars, 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 below its signature hereto, 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);


<PAGE>
                                      -19-


        "LOAN DOCUMENTS" means this Agreement, the Guarantees provided for
        herein and 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 Guarantors or any of them hereunder or thereunder or
        pursuant hereto or thereto;

        "LONDON OFFICE" means the office of the U.K. Facility Agent, located at
        Scotia House, 33 Finsbury Square, London, England , EC2A 1BB (facsimile:
        011-44-171-826-5857) or such as other address as the U.K. Facility Agent
        may designate by notice to Celestica and the U.K. Designated
        Subsidiaries;

        "LOSSES" has the meaning specified in Section 12.4(a);

        "MAIN FACILITY COMMITMENT" means, at any time, the amount, if any, by
        which the Commitment of the Swing Line Lender exceeds the Available
        Swing Line Commitment at that time;

        "MAIN FACILITY RATEABLE PORTION" means, with respect to any Lender, at
        any time, subject to adjustment by the Administrative Agent in
        accordance with Section 11.16 of this Agreement and also subject to
        Sections 2.3 and 4.1 of this Agreement, the ratio, expressed as a
        decimal fraction, of;

            (i)   such Lender's Commitment at such time (or, if such Lender is
                  Scotiabank, or an affiliate thereof, the Main Facility
                  Commitment) to

            (ii)  the aggregate of the Commitments of all of the Lenders (other
                  than Scotiabank and its affiliates) at such time and the Main
                  Facility Commitment at such time;

        "MAJORITY LENDERS" means the Lenders, the Commitments of which are in
        the aggregate 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 P;

        "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 RESTRICTED SUBSIDIARY" means (i) each Designated Subsidiary
        and (ii) any other Restricted Subsidiary of Celestica whose assets total
        greater than U.S.


<PAGE>
                                      -20-


        $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)(ii); provided, however, that 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 consolidated
        assets of the Borrowers and the Restricted Subsidiaries on such date,
        and in the event that 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 consolidated assets of the Borrowers and Restricted
        Subsidiaries, Celestica shall set out in a Schedule to the Officer's
        Certificate to be delivered in accordance with Section 9.1(a)(iii) 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 consolidated assets of the
        Borrowers and Restricted Subsidiaries on such date;

        "MEMBER STATE" means a country which:

            (i)   was an original signatory to the Treaty; or

            (ii)  has acceded to the Treaty in accordance with the provisions of
                  Article 237 of the Treaty or Article O of the Maastricht
                  Treaty of European Union dated the 7th day of February, 1992;

        "NET FUNDED DEBT" of Celestica, on a consolidated basis, means, at any
        particular time and without duplication the amount, by which the
        aggregate of:

        (a)     on a consolidated basis, determined in accordance with GAAP:

            (i)   the outstanding monetary Obligations at such time;

            (ii)  the Capital Lease Obligations outstanding at such time;

            (iii) any other Indebtedness for borrowed money (including, without
                  limitation and without duplication, all Indebtedness in
                  respect of bankers' acceptances and letters of credit)
                  outstanding at such time but excluding (A) Permitted
                  Subordinated Indebtedness, and (B) any Indebtedness which, in
                  accordance with GAAP adopted as at the date of incurring such
                  Indebtedness, qualified as equity, so long as the terms
                  governing such Indebtedness are not amended after the date of
                  incurring the Indebtedness in a manner that would have
                  resulted in such Indebtedness not qualifying as equity in
                  accordance with GAAP as adopted as at the date of incurring
                  such Indebtedness;


<PAGE>
                                      -21-


            (iv)  the net marked-to-market value (positive or negative) of any
                  Hedging Obligations; and

            (v)   any Acquired Indebtedness outstanding at such time;

        plus

        (b)     Contingent Liabilities of Celestica or any Restricted Subsidiary
                in existence at such time;

        exceeds the aggregate of

        (c)     cash and Cash Equivalents on a consolidated basis;

        "NET INCOME" means, for any particular period, net income of Celestica
        for such period determined on a consolidated basis in accordance with
        GAAP;

        "NOTICE OF AMOUNT" has the meaning specified in Section 5.5;

        "NOTICE OF SWING LINE BORROWING" means a notice substantially in the
        form set out in Exhibit 2 to Schedule I;

        "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) of the
        Borrowers arising under or in connection with this Agreement and each
        other Loan Document;

        "OBLIGORS" means, collectively, the Borrowers 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


<PAGE>
                                      -22-


        Financial Officer, any Senior Vice-President, any Vice-President, the
        Treasurer, the Controller, the Assistant Treasurer, the Secretary or
        the Assistant Secretary of Celestica;

        "OFFICIAL BODY" means any national, federal or provincial government or
        any government of any political subdivision thereof, or any agency,
        authority, board, central bank, monetary authority, commission,
        department or instrumentality thereof, or any court, tribunal, grand
        jury, mediator or arbitrator, whether foreign or domestic, or any
        non-governmental regulatory authority to the extent that the rules,
        regulations and orders of such body have the force of law;

        "ORGANIC DOCUMENT" means, relative to any body corporate, its articles
        of incorporation, its by-laws and all shareholder agreements, voting
        trusts and similar arrangements applicable to any of its Shares;

        "OTHER TAXES" means any present or future stamp or documentary taxes or
        any other excise or property taxes, charges or similar levies which
        arise from any payment made hereunder or from the execution, delivery or
        registration of, or otherwise with respect to, any of the Loan
        Documents, or any other document in connection herewith;

        "OUTSTANDING AMOUNT" has the meaning specified in Section 2.3;

        "PBGC" means the Pension Benefit Guaranty Corporation and any entity
        succeeding to any or all of its functions under ERISA;

        "PENSION PLAN" means:

        (c)     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

        (d)     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


<PAGE>
                                      -23-


                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 encumbered thereby or
                materially interfere with the use thereof in the operation of
                the business of Celestica or any Material Restricted Subsidiary;

        (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
                materially interfere with the use thereof in the operation of
                the business of Celestica or any Material Restricted Subsidiary;

        (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 materially interfere with the use thereof in the
                operation of the business of Celestica or any Material
                Restricted Subsidiary;

        (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 materially interfere with the use thereof in the
                operation of the business of Celestica or any Material
                Restricted Subsidiary;

        (f)     Liens securing appeal bonds or other similar Liens arising in
                connection with court proceedings (including, without
                limitation, surety bonds, security for costs


<PAGE>
                                      -24-


                of litigation where required by law and letters of credit) or
                any other instrument serving a similar purpose;

        (g)     attachments, judgments and other similar Liens arising in
                connection with court proceedings; provided, however, that such
                Liens are in existence for less than 30 days after the entry
                thereof or the execution or other enforcement of such Liens is
                effectively stayed and the claims secured thereby are being
                actively contested in good faith and by appropriate proceedings;

        (h)     Liens given to a public utility or any municipality or
                governmental or other public authority when required by such
                utility or other authority in connection with the operation of
                the business or the ownership of the assets of Celestica or the
                relevant Restricted Subsidiary, provided that such Liens do not
                have a Material Adverse Effect;

        (i)     Purchase Money Obligations arising in the ordinary course of
                business, provided that such Lien is limited to the property so
                acquired and is created, issued or assumed substantially
                concurrently with the acquisition of such property;

        (j)     the right reserved to or vested in any Official Body by any
                statutory provision or by the terms of any lease, licence,
                franchise, grant or permit of any of Celestica or the relevant
                Restricted Subsidiary, to terminate any such lease, licence,
                franchise, 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 over the assets securitized in connection with any
                Permitted Securitization Transaction;

        (n)     Liens granted by Celestica Corp. pursuant to and in accordance
                with the Synthetic Lease provided that neither Celestica nor any
                other Subsidiary other than Celestica, Celestica Corp. or
                Celestica International has any liability in respect of such
                indebtedness;

        (o)     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;


<PAGE>
                                      -25-


        (p)     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;

        (q)     Liens granted in respect of Shares of Unrestricted Subsidiaries;

        (r)     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; and

        (s)     the Lien perfected by the registration in the Ontario Personal
                Property Registration System of Financing Statement Reference
                File No. 078426459, Registration No. 961017 1441 0043 8892
                registered on October 17, 1996 for a period of 5 years, naming
                as Business Debtor Celestica, Inc. at its address located at 844
                Don Mills Rd., 32/737 North York, Ontario M3C 1V7 by 1201541
                Ontario Inc. as Secured Party, naming as the secured party's
                address 161 Bay Street, 49th Floor, P.O. Box 700, Canada Trust
                Tower Toronto, Ontario M5J 2S1 and checking the collateral
                classifications accounts and other, which financing statement
                was amended on October 23, 1996 by Registration No. 961023 1124
                0043 9764 to indicate change of name of the Secured Party to
                Celestica International Inc. pursuant to articles of amendment
                dated October 22, 1996. This registration shall perfect only
                security interests granted in connection with a Loan Agreement
                made as of November 4, 1996, as amended, between Celestica, Inc.
                (a predecessor to Celestica International Inc.) and 1201541
                Ontario Inc. (a predecessor to Celestica International Inc.),
                pursuant to which Celestica, Inc. borrowed an aggregate
                principal amount of U.S. $200,000,000 from 1201541 Ontario Inc.;

        "PERMITTED ENCUMBRANCE CERTIFICATE" means a certificate in the form of
        Schedule S;

        "PERMITTED SECURITIZATION TRANSACTION" means any transaction providing
        for the sale, securitization or other asset-backed financing of (i)
        trade accounts receivable of or owing to Celestica or any Restricted
        Subsidiary not exceeding 30% of the book value thereof in any fiscal
        year, (ii) inventory of Celestica or any Restricted Subsidiary not
        exceeding 30% of the book value thereof in any fiscal year, or (iii)
        contractual rights related to (i) or (ii) provided that the terms and
        conditions of the subject transaction shall be on an Arm's Length basis
        and on commercially reasonable and usual terms;


<PAGE>
                                      -26-


        "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, 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;

        "POUNDS STERLING" and "L" 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;

        "PRIME RATE ADVANCE" means a loan made by the Canadian Lenders to
        Celestica or a Canadian Designated Subsidiary in Canadian Dollars on
        which interest is payable based on the Prime Rate;

        "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;


<PAGE>
                                      -27-


        "RELEASE" has the meaning specified in Section 8.1(h)(i);

        "RELEVANT CONSENT FACILITY AGENT" means with respect to each Consent
        Designated Subsidiary, the Consent Facility Agent for such Consent
        Designated Subsidiary, appointed in accordance with Section 7.1(c)(iii);

        "RELEVANT CONSENT LENDERS" has the meaning specified in Section 7.2(b);

        "RELEVANT FACILITY AGENT" means:

        (a)     With respect to Celestica and any Canadian Designated
                Subsidiary, the Canadian Facility Agent, acting through its
                Toronto Office;

        (b)     With respect to any U.S. Designated Subsidiary, the U.S.
                Facility Agent, acting through its Toronto Office;

        (c)     With respect to any U.K. Designated Subsidiary, the U.K.
                Facility Agent acting through its London Office; and

        (d)     With respect to any Consent Designated Subsidiary, the Relevant
                Consent Facility Agent, acting through an office determined by
                the Administrative Agent in conjunction with Celestica;

        and "FACILITY AGENT" means any one of them;

        "RELEVANT LENDERS" means, for Celestica and any Canadian Designated
        Subsidiary, the Canadian Lenders, for any U.S. Designated Subsidiary,
        the U.S. Lenders, for any U.K. Designated Subsidiary, the U.K. Lenders
        and for any Consent Designated Subsidiary, the Consent Lenders;

        "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
        K;

        "SCHEDULE I REFERENCE LENDERS" means, where there are three or fewer
        Canadian Lenders which are Canadian chartered banks that are listed on
        Schedule I to the Bank Act (Canada), all such Lenders, and where there
        are more than three such Lenders, three of such Lenders chosen by the
        Administrative Agent and identified by written notice to Celestica;
        provided that if the Administrative Agent is also a Lender, the
        Administrative Agent shall be one of the Lenders comprising the Schedule
        I Reference Lenders;


<PAGE>
                                      -28-


        "SCHEDULE II REFERENCE LENDERS" means, where there are two or fewer
        Canadian Lenders which are Canadian chartered banks that are listed on
        Schedule II to the Bank Act (Canada), all such Lenders, and where there
        are more than two such Lenders, two of such Lenders chosen by the
        Administrative Agent and identified by written notice to Celestica and
        where there is one such Lender, that Lender;

        "SCOTIABANK" means The Bank of Nova Scotia, a Canadian chartered bank;

        "SENIOR UNSECURED CREDIT AGREEMENT" means the Credit Agreement dated as
        of July 7, 1998 among Celestica and the Subsidiaries of Celestica
        designated therein, as borrowers, Scotiabank as Administrative Agent,
        Canadian Facility Agent, U.S. Facility Agent and U.K. Facility Agent and
        Scotiabank and the Financial Institutions named therein as lenders as
        same may be amended, restated, supplemented, extended or replaced from
        time to time;

        "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;

        "SPECIAL PURPOSE SUBSIDIARY" means any Subsidiary of Celestica which (a)
        is formed for the purpose of effecting any Permitted Securitization
        Transaction and engaging in other activities reasonably related thereto,
        and, where applicable, (b) is structured as a "bankruptcy-remote
        subsidiary" in accordance with customary practices in the asset-backed
        securitization market;

        "SUBSIDIARY" means, with respect to any Person, any corporation, company
        or other similar business entity (including, for greater certainty, a
        Canadian chartered bank) of which more than fifty per cent (50%) of the
        outstanding Shares or other equity interests (in the case of Persons
        other than corporations) having ordinary voting power to elect a
        majority of the board of directors or the equivalent thereof of such
        corporation, company or similar business entity (irrespective of whether
        at the time Shares of any other class or classes of the Shares of such
        corporation, company or similar business entity shall or might have
        voting power upon the occurrence of any contingency) is at the time
        directly or indirectly owned by such Person, by such Person and one or
        more other Subsidiaries of such Person, or by one or more other
        Subsidiaries of such Person;

        "SUBSTITUTE LENDERS" has the meaning specified in Section 11.14;

        "SUCCESSOR AGENT" has the meaning specified in Section 11.10;

        "SUCCESSOR CORPORATION" has the meaning specified in Section13.12(a);


<PAGE>
                                      -29-


        "SWING LINE ADVANCE" means a Canadian Swing Line Advance, a U.S. Swing
        Line Advance or, subject to Section 2.22(c), a Consent Swing Line
        Advance;

        "SWING LINE LENDER" means any of the Canadian Swing Line Lender, the
        U.S. Swing Line Lender or a Consent Swing Line Lender as the context may
        require;

        "SYNTHETIC LEASE" means the Master Lease and Open-end Mortgage dated as
        of February 12, 1998 made between Celestica Corp. (under its former
        name, Celestica Colorado, Inc.) and BMO Leasing (U.S.) Inc., as same may
        be amended, restated, supplemented, extended or replaced from time to
        time, including, without limitation, the amendment dated December 31,
        1998 pursuant to which Celestica Corp. (under its former name Celestica
        (USA), Inc.) assumed the liabilities of Celestica Colorado, Inc. under
        such Master Lease and Open-end Mortgage;

        "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;

        "TANGIBLE NET WORTH" of Celestica, on a consolidated basis, means, at
        any particular time, without duplication, the sum, determined in
        accordance with GAAP, of:

        (a)     capital stock;

        (b)     preferred stock;

        (c)     paid-in capital;

        (d)     retained earnings; and

        (e)     cumulative translation adjustment (whether positive or
                negative);

        minus the sum of any amounts shown on account of any:


<PAGE>
                                      -30-


        (f)     patents, patent applications, service marks, industrial designs,
                copyright and trade marks;

        (g)     goodwill and other intangibles; and

        (h)     any equity in, loan to or other investment or interest in an
                Unrestricted Subsidiary whatsoever;

        "TARGET" means the Trans-European Automated Real-Time Gross Settlement
        Express Transfer System;

        "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 Canadian Facility Agent and the
        U.S. Facility Agent located at 44 King Street West, 14th Floor, Toronto,
        Ontario, Canada M5H lH1 (facsimile: 416-866-5991) or such other address
        as either of the Canadian Facility Agent or the U.S. Facility Agent may
        designate by notice to Celestica;

        "TRANSFER NOTICE" means a notice substantially in the form of Schedule
        L;

        "TREATY" means the Treaty Establishing the European Community being the
        Treaty of Rome dated the 25th day of March, 1957, as amended by the
        Single European Act 1986, the Maastricht Treaty (which was signed at
        Maastricht on the 7th day of February, 1992 and came into force on the
        1st day of November, 1993), as amended from time to time;

        "TREATY COUNTRY" means each state described as a participating Member
        State in any EMU Legislation, whether in the first wave or subsequently;

        "TRUST INDENTURE" has the meaning specified in Section 13.17;

        "U.K. DESIGNATED SUBSIDIARY" means a Designated Subsidiary which was
        incorporated, continued, amalgamated or otherwise created in accordance
        with and continues to be governed by the laws of a member of the United
        Kingdom and which is domiciled in the United Kingdom;

        "U.K. FACILITY AGENT" means Scotiabank when acting in its capacity as
        facility agent in respect of Advances to and payments or repayments by a
        U.K. Designated Subsidiary;

        "U.K. LENDERS" means the financial institutions set out in Schedule C;

        "UNITED STATES DOLLARS" and "U.S. $" means the lawful currency of the
        United States of America in immediately available funds;


<PAGE>
                                      -31-


"U.S. DESIGNATED SUBSIDIARY" means a Designated Subsidiary which was
incorporated, continued, amalgamated or otherwise created in accordance with and
continues to be governed by the laws of a state of the United States of America
and which is domiciled in the United States of America;

"U.S. FACILITY AGENT" means Scotiabank when acting in its capacity as facility
agent in respect of Advances to and payments or repayments by any U.S.
Designated Subsidiary;

"U.S. LENDERS" means the financial institutions set out in Schedule B;

"U.S. SWING LINE ADVANCE" means an Advance made pursuant to the provisions of
Section 2.22(b);

"U.S. SWING LINE LENDER" means the Atlanta Agency of The Bank of Nova Scotia or
such other U.S. Lender as may have agreed to act as a U.S. Swing Line Lender and
to which Scotiabank and Celestica may have agreed to acting as a U.S. Swing Line
Lender from time to time; and

"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.

1.2     Headings

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.

1.3     Use 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.

1.4     Extended Meanings

Words importing the singular number only shall include the plural and vice
versa, and words importing any gender shall include all genders.

1.5     Cross 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


<PAGE>
                                      -32-


Loan Document, as the case may be, and unless otherwise specified referenced in
the Article, Section or definition to any Clause are references to such Clause
of such Article, Section or definition.

1.6     Reference to Agent or Lenders

Any reference in this Agreement to an Agent or a Lender shall be construed so as
to include its permitted successors, transferees or assigns hereunder in
accordance with their respective interests.

1.7     Accounting 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, those Canadian generally accepted accounting principles as now or (except
as provided in clause (a)(iii) of the definition of Net Funded Debt) hereafter
adopted by the Canadian Institute of Chartered Accountants or any successor
thereto ("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.

1.8     Consolidated 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.

1.9     Non-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

<PAGE>
                                      -33-

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.

1.10    References to Time of Day

Except as otherwise specified herein, a time of day shall be construed as a
reference to Toronto, Canada time.

1.11    Severability

In the event that one or more of the provisions contained in this Agreement
shall be invalid, illegal or unenforceable in any respect under any Applicable
Law, the validity, legality or enforceability of the remaining provisions hereof
shall not be affected or impaired thereby.

1.12    Currency

All monetary amounts in this Agreement refer to United States Dollars unless
otherwise specified.

1.13    References 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.

1.14    References 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.

1.15    Consents 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.

1.16    Schedules

The following are the Schedules attached hereto and incorporated by reference
and deemed to be part hereof:


<PAGE>
                                      -34-


<TABLE>

<S>            <C>    <C>
Schedule A     -      Canadian Lenders

Schedule B     -      U.S. Lenders

Schedule C     -      U.K. Lenders

Schedule D     -      Lenders' Commitments

Schedule E     -      Applicable Margin, Facility Fee and LC Fee

Schedule F     -      Quarterly Certificate on Covenants

Schedule G     -      Conversion Notice

Schedule H     -      Designated Subsidiary Agreement

Schedule I     -      Drawdown Notice and Notice of Swing Line Borrowing

Schedule J     -      Guarantees

Schedule K     -      Rollover Notice

Schedule L     -      Transfer Notice

Schedule M     -      Issuance Request

Schedule N     -      Acceptance Note

Schedule O     -      Consent Lender Notice

Schedule P     -      Mandatory Cost Calculation

Schedule Q     -      Opinions of Counsel

Schedule R     -      Extension Request

Schedule S     -      Permitted Encumbrance Certificate
</TABLE>





ARTICLE 2

THE FACILITY

<PAGE>
                                      -35-


2.1     Establishment 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 of the Facility available
to the Borrowers as specified in Sections 2.2, 2.3 and 2.22.

2.2     Purpose, 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 and for commercial paper
support.

(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 Conversion Date. The Facility shall
terminate on the Final Maturity Date.

2.3     Term and Availability 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 Canadian Designated Subsidiary, Drawdowns from
Canadian Lenders, each in a minimum amount of Cdn. $5,000,000 and integral
multiplies of Cdn. $100,000 in excess thereof, in Canadian Dollars by way
of Prime Rate Advances;

(ii)    to Celestica or any Canadian Designated Subsidiary, Drawdowns from
Canadian Lenders, each in a minimum amount of Cdn. $5,000,000 and integral
multiplies of Cdn. $100,000 in excess thereof, in Canadian Dollars by way of
Bankers' Acceptance Advances;

(iii)   to Celestica or any Canadian Designated Subsidiary, Drawdowns from
Canadian 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;

<PAGE>
                                      -36-


(iv)    to Celestica or any Canadian Designated Subsidiary, Drawdowns from
Canadian 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;

(v)     to any U.S. Designated Subsidiary, Drawdowns from U.S. 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 Advances; (vi) to
any U.S. Designated Subsidiary, Drawdowns from U.S. 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;

(vii)   to Celestica U.K. or any other U.K. Designated Subsidiary, Drawdowns
from U.K. 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 provided that any Drawdown from U.K. Lenders by way of LIBOR
Advance the Interest Period of which is seven days, the minimum amount of such
Drawdown shall be equal to U.S. $2,000,000 on the day of the subject Drawdown
Notice and integral multiples equal to U.S. $100,000 in excess thereof;

(viii)  to Celestica U.K. or any other U.K. Designated Subsidiary, Drawdowns
from U.K. Lenders, each in a minimum Equivalent Amount equal to U.S. $5,000,000
on the day of the subject Drawdown Notice, and integral multiples equal to, if
so converted, U.S. $100,000, in excess thereof in, at the Borrower's option, any
Freely Tradeable European Currency by way of LIBOR Advances, provided that any
Drawdown from U.K. Lenders by way of LIBOR Advance the Interest Period of which
is seven days, the minimum Equivalent Amount of such Drawdown shall be equal to
U.S. $2,000,000 on the day of the subject Drawdown Notice, and integral
multiples equal to, if so converted, U.S. $100,000, in excess thereof;

(ix)    to a Consent Designated Subsidiary, Drawdowns from the Relevant Consent
Lenders, each in a minimum amount of U.S. $5,000,000 and integral multiplies of
U.S. $100,000 in excess thereof or in a minimum Equivalent Amount equal to U.S.
$5,000,000 on the day of the subject Drawdown Notice, and integral multiples
equal to, if so converted, U.S. $100,000, in excess thereof in, at the
Borrower's option, United States Dollars or any Freely Tradeable European
Currency by way of LIBOR Advances; and

(x)   to Celestica, Letters of Credit from the Issuing Bank on behalf of the
Canadian Lenders in, at the option of Celestica, Canadian Dollars, United States
Dollars or any Freely Tradeable European Currency, in accordance with Article 3.

(b)   Each Drawdown of an Advance pursuant to Section 2.3(a)(i) to (ix) shall be
made by irrevocable Drawdown Notice, which Drawdown Notice shall be given by
Celestica or any Canadian Designated Subsidiary to the Canadian Facility Agent,
by any U.S. Designated Subsidiary to the U.S. Facility Agent, by any U.K.
Designated Subsidiary to the U.K. Facility Agent, by any Consent Designated
Subsidiary to the Relevant Consent Facility Agent (and to


<PAGE>
                                      -37-


such other Person as may be agreed between the Administrative Agent and
Celestica), 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, Base Rate Canada Advances and Base Rate Advances,
(y) 10:00 a.m. London, England time on the Banking Day prior to the relevant
Drawdown Date in the case of a LIBOR Advance in Pounds Sterling, and (z) 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 or in Euros.

(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 (x) 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
Equivalent Amount, expressed in United States Dollars, of the aggregate
principal amount of all LIBOR Advances in Freely Tradeable European Currencies
outstanding under the Facility, plus (v) the aggregate principal amount of all
LIBOR Advances in United States Dollars outstanding under the Facility, plus
(vi) the aggregate principal amount of all Base Rate Advances outstanding under
the Facility, plus (vii) the aggregate principal amount of all Base Rate Canada
Advances outstanding under the Facility (collectively, the "Outstanding Amount")
would exceed the aggregate of all Commitments of the Lenders at such time (or
such lesser amount as may be available following a cancellation in part of the
Facility pursuant to Section 2.7).

(d)     If a Borrower wishes to make a Drawdown under the Facility for the
purpose of financing a Take-over Bid, such Borrower shall deliver to the
Administrative Agent a written notice (a "Take-over Bid Notice") thereof at
least ten (10) Banking Days prior to the day on which it gives to the Relevant
Facility 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 Relevant 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 Relevant
Lender determines that it does not wish to fund its Main Facility Rateable
Portion of such Drawdown, such Relevant Lender shall not be required to fund its
Main Facility Rateable Portion of such Drawdown and the Drawdown shall be
reduced accordingly.

(e)     This Section 2.3 shall not apply to Swing Line Advances.

2.4     Lenders' Obligations

<PAGE>
                                      -38-


(a)     The obligations of the Lenders hereunder are several and not joint.

(b)     Save as otherwise specifically provided herein, each Canadian Lender,
U.S. Lender, U.K. Lender and Consent 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.

2.5     Repayment 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
Relevant Facility 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.

2.6     Repayment 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 Canadian Facility Agent or cause
another Borrower to forthwith repay to the Relevant Facility Agent that portion
of the Outstanding Amount which is in excess of the maximum amount allowed
pursuant to Section 2.3; provided, however, that unless the Outstanding Amount
exceeds One Hundred and Five Per Cent (105%) of the aggregate Commitments under
the Facility, there shall be no such obligation to make a repayment hereunder
until the next following Interest Payment Date, Drawdown Date, date of Rollover
or date of Conversion (whichever is the first to occur 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 Relevant Facility
Agent cash collateral in an amount equal to the required repayment amount to be
held by the Relevant Facility Agent for distribution to the Relevant 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.

<PAGE>
                                      -39-


(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 Final Maturity Date to the Relevant Facility Agent and,
in the event that the expiry date of any Letter of Credit is after the Final
Maturity Date, Celestica shall deposit with the Canadian Facility 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
Canadian Facility 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 Canadian Facility Agent
shall pay to Celestica the amounts so deposited, together with any interest
accrued thereon less any amount paid by the Canadian Facility Agent to the
Issuing Bank.

(c)     All repayments of the Facility by the Borrowers shall be in a minimum
amount equal to the minimum amount of a Drawdown of each type of Advance set out
in Section 2.3 and amounts in excess thereof in integral multiples of U.S.
$100,000, or the Equivalent Amounts thereof in the currency in which each
Advance is denominated except in the event of a Rollover of an Advance into a
lesser amount than the Advance then outstanding or a repayment pursuant to
paragraphs (a) and (b) of Section 2.6 which may be in any amount. Repayments of
any Advance outstanding under the Facility shall be made in the currency in
which such Advance is denominated.

2.7     Payments/Cancellation or Reduction

Celestica may at any time, including, without limitation, during the period
between the Conversion Date and the Final Maturity Date, 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 Canadian Facility 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 Relevant
Facility Agent all applicable breakage costs, being any loss or expense incurred
by the Relevant 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;

<PAGE>
                                      -40-


(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.

2.8     Final Maturity Date; Extension of Conversion Date

(a)     Final Maturity Date. Subject to Section 2.7, this Section 2.8, Section
10.2 and Section 10.5, the Facility shall be available until the Final 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 under this Agreement and the other Loan Documents shall survive.

(b)     Extension of Conversion Date. Not more than 90 days nor less than 60
days before the then effective Conversion Date, Celestica may request, by
delivery of an Extension Request (which shall include the consent of all
Guarantors) to the Administrative Agent, that the Conversion Date be extended
for an additional period of 364 days. Within 5 days after receipt of such
Extension Request, the Administrative Agent shall notify each Lender of the
Extension Request by Celestica and provide each Lender with a copy of such
Extension Request. Within 25 days after Celestica has delivered such Extension
Request, each Lender shall give the Administrative Agent notice in writing of
its decision to agree to so extend or to deny the requested extension (and the
failure to provide such notice shall be deemed to be a decision to deny the
requested extension). Within 5 days following the aforesaid 25 day period, the
Administrative Agent shall give written notice to Celestica and the Lenders
advising as to those Lenders who have agreed to the requested extension (for
purposes of this Section 2.8, the "Approving Lenders") and those Lenders who
have not agreed to or who have been deemed to have not agreed to the requested
extension (for purposes of this Section 2.8, the "Dissenting Lenders").

(i)     If all Lenders approve the requested extension, the Facility shall be
extended for a further 364 days and the Conversion Date shall be the date that
is 364 days from the date that had been the Conversion Date.

(ii)    If Lenders having Commitments equal to at least 66 K% but less than 100%
of the Commitments approve the requested extension then an Approving Lender, at
its option, may acquire all or any portion of the rights and obligations of the
Dissenting Lenders under the Facility by giving written notice to the
Administrative Agent of the portion of the rights and obligations of the
Dissenting Lenders which such Approving Lender is prepared to acquire. Such
notice shall be given within 10 days following receipt of the notice from the
Administrative Agent advising as to the Approving Lenders and the Dissenting
Lenders pursuant to Section 2.8(b). If more than one Approving Lender gives
notice to the Administrative Agent that it wishes to acquire all or a portion of
the rights and obligations of the Dissenting Lenders under


<PAGE>
                                      -41-


the Facility, then each Approving Lender shall, subject to Section 2.8(b)((iii)
be entitled to acquire its pro rata share of the rights and obligations of the
Dissenting Lenders under the Facility. For the purpose of this Section
2.8(b)(ii), the Approving Lenders' pro rata shares shall be determined based on
the Commitments (before acquisition under this Section 2.8(b)(ii)) of each of
the Approving Lenders wishing to acquire a portion of the rights and obligations
of the Dissenting Lenders under the Facility. The Administrative Agent shall
give written notice to Celestica within five days following the expiry of the
time for Approving Lenders to give notice of acquisition pursuant to this
Section 2.8(b)(ii), of the Commitments of the Dissenting Lenders so acquired.

(iii)   If one or more of the Approving Lenders (for purposes of this Section
2.8(b)(iii), the "Acquiring Lenders") has given notice to the Administrative
Agent that it wishes to acquire all or a portion of the rights and obligations
of the Dissenting Lenders under the Facility pursuant to Section 2.8(b)(ii),
then, concurrently with the notice given to Celestica pursuant to Section
2.8(b)(ii), the Administrative Agent shall give notice to each of the Acquiring
Lenders setting out the Commitments of and the amount of the outstanding
Advances made by the Dissenting Lenders to be acquired by each of the Acquiring
Lenders in accordance with Section 2.8(b)(ii) and of the date (for purposes of
this Section 2.8(b)(iii), the "Acquisition Date") on which the acquisition shall
be effective. The Acquisition Date shall be the tenth day following the date of
the notice given pursuant to this Section 2.8(b)(iii). At or before 11:00 a.m.
(Toronto, Canada time) on the Acquisition Date, each Acquiring Lender shall
deposit with or transfer to the Administrative Agent for the account of the
Dissenting Lenders an amount equal to the amount of the outstanding credit to be
acquired by it pursuant to this Section 2.8(b)(iii). Upon receipt of such
amounts, the Administrative Agent and the Relevant Facility Agent shall (i)
disburse such amounts to each of the Dissenting Lenders in accordance with their
respective entitlement thereto against delivery of forms of Transfer Notice
executed by each of the Dissenting Lenders; and (ii) make appropriate entries in
the books of account regarding the Facility. The provisions of Section 13.11(b),
(c) and (d) shall apply mutatis mutandis to any acquisition pursuant to this
Section 2.8(b)(iii). Each acquisition of the outstanding Advances of a
Dissenting Lender by an Acquiring Lender shall be subject to the prior consent
of Celestica, which consent shall not be unreasonably withheld or delayed,
provided that it shall not be unreasonable for Celestica to withhold its consent
if such acquisition gives 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 under this Agreement, in excess of
what would have been the case without such acquisition, but it shall be
unreasonable for Celestica to withhold its consent if such Acquiring Lender
waives the rights to any benefits under Section 5.7 in respect of the Advances
purchased by it pursuant to this clause (iii).

(iv)    If Lenders having Commitments equal to at least 66 K% but less than 100%
of the Commitments approve the requested extension and if the Acquiring Lenders
have not acquired all of the rights and obligations of the Dissenting Lenders
pursuant to Section 2.8(b)(iii), then Celestica may, at its option, either (A)
locate one or more other financial institutions (for purposes of this Section
2.8(b)(iv), "Alternate Lenders"), satisfactory to the Administrative Agent
acting reasonably, to become Lenders and to acquire all or a pro rata share of
the rights


<PAGE>
                                      -42-


and obligations of the Dissenting Lenders under the Facility which
have not been acquired by the Acquiring Lenders or (B) repay to the Relevant
Facility Agent on behalf of such Dissenting Lenders all of the outstanding
Advances which have been advanced by such Dissenting Lenders and all accrued and
unpaid interest and fees thereon without any repayment to any other Lenders. For
the purpose of this Section 2.8(b)(iv), the Alternate Lenders' pro rata shares
shall be determined based on the Commitments of each of the Alternate Lenders
wishing to acquire a portion of the rights and obligations of the Dissenting
Lenders under the Facility. If all of the rights and obligations of the
Dissenting Lenders have not been acquired by Acquiring Lenders or Alternate
Lenders or both or if all of the credit outstanding hereunder which has been
extended by such Dissenting Lenders and all accrued and unpaid interest and fees
thereon have not been repaid as aforesaid on or before the then current
Conversion Date, there shall be no extension of the then current Conversion Date
and Section 2.8(b)(v) shall apply. If (A) all of the rights and obligations of
the Dissenting Lenders have been acquired by Acquiring Lenders and/or Alternate
Lenders and/or (B) if all of the Advances outstanding hereunder which have been
advanced by such Dissenting Lenders and all accrued and unpaid interest and fees
thereon have been repaid as aforesaid on or before the then current Conversion
Date, the Facility shall be extended for a further 364 days and the Conversion
Date shall be the date that is 364 days from the date that had been the
Conversion Date.

(v)     If Lenders having Commitments of less than 66 K% of the Commitments
under the Facility approve the requested extension, the amount of the Facility
shall be permanently reduced on the Conversion Date to the aggregate of the
Advances outstanding on the Conversion Date under the Facility, there shall be
no further extension of the Conversion Date and the Final Maturity Date shall be
the date which is two years from the then effective Conversion Date, provided
that the Facility shall, as at the then effective Conversion Date, cease to be
revolving in nature.

A Dissenting Lender shall remain committed to make Advances under the Facility
until the earlier of the date on which the Obligations owing to it are assigned
or repaid as aforesaid and the Final Maturity Date as determined in accordance
with Section 2.8(b)(v).

2.9     Interest 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. Such interest shall be payable to the
Canadian Facility Agent at its Toronto Office in Canadian Dollars on a quarterly
basis in arrears on the last Banking Day of each of March, June, September and
December (each herein referred to as an "Interest Payment Date") in each year
for the period from and including the Drawdown Date for such Advance (or, if
applicable, the date on which such Advance was converted into a Prime Rate
Advance) or the preceding Interest Payment Date for such Prime Rate Advance, as
the case may be, to and including the day preceding such Interest Payment Date
and shall be calculated on the principal amount of the Prime Rate Advance from
time to time outstanding during such period and on the basis of the actual
number of days elapsed in a year of 365 or 366 days (in the case of an Interest
Payment


<PAGE>
                                      -43-


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.

2.10    Interest 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. Such interest shall be payable
to the Canadian Facility Agent at its Toronto Office in United States Dollars
quarterly 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    Interest on Base Rate Advances

Interest on each Base Rate Advance shall accrue at a rate per annum equal to the
Base Rate in effect from time to time during the period of time that the Base
Rate Advance is outstanding. Such interest shall be payable to the U.S. Facility
Agent at its Toronto Office in United States Dollars quarterly 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 Advance) or the preceding Interest
Payment Date for such Base 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 Base 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
360 days. Changes in the Base Rate shall cause an automatic and immediate
adjustment of the interest rate payable on Base Rate Advances without the
necessity of any notice to the Borrowers.

2.12    LIBOR Advances

(a)     LIBOR Advances shall be available for Drawdown, Conversion or Rollover
in United States Dollars and in Freely Tradeable European Currencies in minimum
principal amounts of U.S. $5,000,000 and integral multiples of U.S. $100,000 in
excess thereof, and the relevant Equivalent Amounts thereof in the subject
Freely Tradeable European Currency. Each Drawdown Notice shall specify the
applicable Interest Period and the requested currency for the LIBOR Advance. The
duration of each such Interest Period shall be for a period of approximately
one, two, three or six months and, in respect of a LIBOR Advance to a U.K.

<PAGE>
                                      -44-


Designated Subsidiary, may also be for a seven (7) day period (or such other
period as may be agreed to by the Administrative Agent with the consent of the
Majority 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
Final 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
notify the Relevant Facility Agent requesting such LIBOR Advance of such event
forthwith and the Relevant Facility Agent will discuss with such Borrower the
particular circumstances and implications of such event. In the event that such
determination is made by the Administrative Agent in the case of a proposed
Rollover of an existing LIBOR Advance or a proposed Conversion of another type
of Advance into a LIBOR Advance, the proposed LIBOR Advance will automatically
be deemed to be a Base Rate Canada Advance, if the Borrower delivering such
Rollover Notice or Conversion Notice is Celestica or a Canadian Designated
Subsidiary or a Base Rate Advance, if the Borrower delivering such Rollover
Notice or Conversion Notice is a U.S. Designated Subsidiary. In the event that
the Borrower delivering such Rollover Notice or Conversion Notice is a U.K.
Designated Subsidiary or a Consent Designated Subsidiary, the proposed LIBOR
Advance or proposed Conversion of another type of Advance into a LIBOR Advance
will not be made to such Borrower.

(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 or by 365
in the case of LIBOR Advances in Pounds Sterling or where market practice so
requires. Interest on any LIBOR Advance shall be payable to the Relevant
Facility Agent in United States Dollars (unless the LIBOR Advance is made in a
Freely Tradeable European Currency, in which case it shall be payable in such
currency) 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 U.S. Designated Subsidiary 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 U.S. Facility 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.


<PAGE>
                                      -46-


(local time in New York, New York) 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 Advance.

(e)     If a LIBOR Advance to Celestica or a Canadian Designated Subsidiary 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 Canadian
Facility 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. 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.

(f)     If the U.K. Facility Agent or the Relevant Consent Facility Agent, as
applicable, has not received a Rollover Notice or a Conversion Notice specifying
the term of the next Interest Period for a LIBOR Advance at or before 10:00 a.m.
(local time in London, England) on the Banking Day prior to the last day of the
then current Interest Period, then the outstanding LIBOR Advance shall be due
and payable by such U.K. Designated Subsidiary or Consent Designated Subsidiary
to the U.K. Facility Agent or the Relevant Consent Facility Agent, as
applicable, on the last day of the then current Interest Period.

(g)     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.

2.13    Method 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 the jurisdiction where the address for notices to the
Relevant Facility Agent is located) on the day such amount is due by deposit or
transfer thereof to the account of the Canadian Facility Agent maintained at its
Toronto Office in the case of Celestica and any Canadian Designated Subsidiary,
the account of the U.S. Facility Agent maintained at its Toronto Office in the
case of any U.S. Designated Subsidiary, the account of the U.K. Facility Agent
maintained at its London Office in the case of the U.K. Designated Subsidiary
and the account of the Relevant Consent Facility Agent in the case of a Consent
Designated Subsidiary, which account shall be located in the country in which
such Consent Designated Subsidiary is domiciled or such other place as the
Borrower making such payment and the Relevant Facility Agent may from time to
time agree. Payments received after such time shall be deemed to have been made
on the next following Banking Day.

<PAGE>
                                      -46-


(c)     Subject to Section 11.16, each:

(i)     Canadian 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), Acceptance Note, Base Rate Canada Advance (other than a
Swing Line Advance) or payment of the Face Amount of Bankers' Acceptances made
to Celestica or a Canadian Designated Subsidiary.

(ii)    U.S. Lender shall be entitled to its Main Facility  Rateable Portion of
each repayment or prepayment of principal of a LIBOR Advance or a Base Rate
Advance (other than a Swing Line Advance) made to a U.S. Designated Subsidiary;

(iii)   U.K. Lender shall be entitled to its Main Facility Rateable Portion of
each repayment or prepayment of principal of a LIBOR Advance made to a U.K.
Designated Subsidiary; and

(iv)    each Consent Lender shall be entitled to its Consent Rateable Portion of
each repayment or prepayment of principal of a LIBOR Advance made to a Consent
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.

2.14    Fees

(a)     On the Closing Date, Celestica shall pay to the Administrative Agent an
amendment fee specified in the letter dated February 16, 2001 addressed by
Celestica to the Administrative Agent and circulated to the Lenders.

(b)     During the period commencing on the date hereof and ending on the Final
Maturity Date (the "relevant period"), Celestica on behalf of itself and the
other Borrowers shall pay to the Administrative Agent for the account of the
Lenders a fee (the "Facility Fee") calculated at the rate per annum set forth in
Schedule E on the aggregate Commitments (after giving effect to any cancellation
and reduction pursuant to Sections 2.7 and 2.8) hereunder during the relevant
period from day to day which fee shall be payable quarterly in arrears. The
portion of the Facility Fee received for the account of (i) the Canadian Lenders
shall be paid by Celestica on behalf of itself and any Canadian Designated
Subsidiaries; (ii) the U.S. Lenders shall be paid by Celestica on behalf of the
U.S. Designated Subsidiaries; (iii) the U.K. Lenders shall be paid by Celestica
on behalf of the U.K. Designated Subsidiaries; and (iv) the Relevant Consent
Lenders shall be paid by Celestica on behalf of the Consent Designated
Subsidiaries.

(c)     Celestica shall pay to the Administrative Agent for its own account the
fees specified in the letter dated March 1, 1999 addressed by Celestica to the
Administrative Agent.


<PAGE>
                                      -47-


(d)     Celestica shall pay to the Administrative Agent, in respect of the
agency of each Consent Facility Agent, on the date of designation of each
Consent Designated Subsidiary in accordance with Section 7.1(c) and annually
thereafter, an additional fee of U.S. $5,000.

2.15    Conversion Options

Subject to the provisions of this Agreement (including, without limitation,
Sections 2.11 and 4.5), a Borrower may convert any type of Advance outstanding
under the Facility as follows:

(a)     provided that no Event of Default has occurred and is continuing and
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 Canadian Facility Agent a Conversion Notice no later than
10:00 a.m. one (1) Banking Day prior to the date of the proposed Conversion;

(b)     provided that no Event of Default has occurred and is continuing and
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 Canadian
Facility Agent a Conversion Notice no later than 10:00 a.m. one (1) Banking Day
prior to the date of the proposed Conversion;

(c)     provided that no Event of Default has occurred and is continuing and
that the relevant Borrower thereunder is Celestica or a Canadian Designated
Subsidiary, a Base Rate Canada Advance or a portion thereof into a LIBOR Advance
by giving the Canadian Facility Agent a Conversion Notice no later than 10:00
a.m. three (3) Banking Days prior to the date of the proposed Conversion;

(d)     provided that no Event of Default has occurred and is continuing and
that the relevant Borrower thereunder is Celestica or a Canadian Designated
Subsidiary, 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 Canadian Facility Agent a Conversion Notice no later than 10:00 a.m. one (1)
Banking Day prior to the date of the proposed Conversion;

(e)     provided that no Event of Default has occurred and is continuing and
that the relevant Borrower thereunder is a U.S. Designated Subsidiary, a Base
Rate Advance or a portion thereof into a LIBOR Advance by giving the U.S.
Facility Agent a Conversion Notice no later than 10:00 a.m. (local time in New
York, New York) three (3) Banking Days prior to the date of the proposed
Conversion; and

(f)     provided that no Event of Default has occurred and is continuing and
that the relevant Borrower thereunder is a U.S. Designated Subsidiary, a LIBOR
Advance, or a portion thereof, denominated in United States Dollars into a Base
Rate Advance on the last day of the Interest Period of the relevant LIBOR
Advance by giving the U.S. Facility Agent a Conversion Notice no


<PAGE>
                                      -48-


later than 10:00 a.m. (local time in New York, New York) 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.

2.16    Execution 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 or the Relevant Facility Agent, as applicable, 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.

2.17    Evidence of Indebtedness

Each Facility 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 such Facility Agent and the Lenders hereunder. The Canadian
Facility Agent shall also enter in the foregoing accounts details of every
Letter of Credit issued on behalf of Celestica and each Relevant Facility Agent
shall enter in the foregoing accounts 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 Relevant Facility Agent for its own account or for the account of the
Relevant 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 Canadian Facility Agent 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 Relevant Facility Agent and
the Relevant Lenders hereunder, the date the Relevant Lenders made each Advance
available to the Borrowers, the date the Issuing Bank issued or was 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.

2.18    Interest 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 Relevant Facility 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, in the
case of overdue amounts payable


<PAGE>
                                      -49-


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.

2.19    Criminal 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)).

2.20    Compliance 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.

2.21    Nominal 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.

2.22    Swing Line Facility

(a)     Canadian Swing Line Advances. Subject to subsection (d), the Canadian
Swing Line Lender hereby agrees, on the terms and conditions set forth in this
Agreement, to make Canadian 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 Conversion Date but in any event not later than
the Conversion Date.

(b)     U.S. Swing Line Advances. Subject to subsection (d), the U.S. Swing Line
Lender hereby agrees, on the terms and conditions set forth in this Agreement,
to make U.S. Swing Line Advances in United States Dollars to any U.S. Designated
Subsidiary from time to time from the date hereof to the Conversion Date but in
any event not later than the Conversion Date.

(c)     Consent Swing Line Advances. At the request of Celestica, a Consent
Lender (for the purposes of this Agreement, a "Consent Swing Line Lender") may,
at its discretion and subject to the execution of such further documents
governing such accommodation which shall govern,


<PAGE>
                                      -50-


without limitation, the matters which are the subject of Section 2.22 (e), (f),
(g), (h), (i), (j) and (k) of this Agreement, and such other matters deemed
necessary by such Consent Lender, provide Swing Line Advances (each a "Consent
Swing Line Advance") to a Consent Designated Subsidiary.

(d)     Limitation on Swing Line Advances. No Swing Line Advance shall be made
by a 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; or

(ii)    immediately after such Swing Line Advance is made, the aggregate
outstanding principal amount of all Advances exceeds the aggregate Commitments.

(e)     Amount of Each Swing Line Advance. Each Canadian Swing Line Advance and
each U.S. Swing Line Advance 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.

(f)     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 Canadian Swing Line Advances in Canadian Dollars, the Prime Rate, in the case
of Canadian Swing Line Advances in United States Dollars, the Base Rate Canada
and in the case of U.S. Swing Line Advances, the Base Rate.

(g)     Procedure for Requesting Swing Line Advances. The relevant Borrower
shall give to the Relevant Facility 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 in
the case of Canadian Swing Line Advances and in New York, New York in the case
of U.S. Swing Line Advances; (ii) the currency and amount of such Swing Line
Advance; and (iii) whether such Swing Line Advance is to be made from the
Canadian Swing Line Lender or the U.S. Swing Line Lender. 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 Relevant Facility 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.

(h)     Funding of Swing Line Advances. On the date of each Swing Line Advance,
the relevant Swing Line Lender shall make available such Swing Line Advance no
later than 12:00 noon, Toronto, Canada time.

(i)     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


<PAGE>
                                      -51-


giving notice of such prepayment to the Relevant Facility 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 interest accrued thereon to the
date of prepayment) to the Relevant Facility Agent for the account of the
relevant Swing Line Lender.

(j)     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 Canadian Swing Line
Advance, a Prime Rate Advance or Base Rate Canada Advance, as the case may be,
and, in the case of a U.S. Swing Line Advance, a Base Rate Advance. 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.

(k)     Refunding Unpaid Swing Line Advances. If any Swing Line Advance is
converted, pursuant to subsection (j), to another form of Advance, the relevant
Swing Line Lender shall forthwith notify the Administrative Agent and the
Administrative Agent shall, by notice to the Relevant Lenders (including the
Swing Line Lenders in their capacity as Lenders), require the Lenders to pay to
the Relevant Facility Agent, for the account of the relevant 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
Canadian Swing Line Advance, a Prime Rate Advance and, in the case of a U.S.
Swing Line Advance, a Base Rate Advance, provided that if the Relevant Lenders
are prevented from making such Advances by provisions of applicable bankruptcy
laws or otherwise, the amount so paid by each Relevant 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 Relevant 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 Relevant
Facility Agent for the account of the relevant Swing Line Lender. Each Relevant
Lender's obligations to make payments for the account of the Swing Line Lenders
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 Relevant Facility Agent under this Section with respect to a
Swing Line Advance made by a 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.

(l)     Increasing or Decreasing Available Swing Line Commitment. At any time
and from time to time, Celestica may, by written notice to the Administrative
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.

2.23    Increase In Aggregate Commitment Amount To U.S.$250,000,000

<PAGE>
                                      -52-

(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 financial institutions (each
an "Additional Lender") have agreed to make 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 is equal to
U.S.$250,000,000 (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 or Affiliate of the Additional
Lender (collectively, the "Additional Parties") that will become a Canadian
Lender, a U.S. Lender and a U.K. Lender on respectively, Schedule A, Schedule B
and Schedule C;

(ii)    amend Schedule D to reflect the Additional Commitment of the Additional
Lender;

(iii)   affix signature pages of the Additional Parties to this Agreement; and

(iv)    if Advances (other than Swing Line Advances) are outstanding at the time
such notice is given, then the Additional Parties shall make available to the
Relevant Facility Agents an amount equal to their respective Main Facility
Rateable Portion (calculated as if the Additional Commitment were a Commitment)
of such Advances and the Relevant Facility Agent shall make available to each
Relevant Lender that Relevant Lender's Main Facility Rateable Portion
(calculated without reference to the Additional Commitment) of such amount,

whereupon each of the Borrowers, each Agent, each Lender and the Additional
Parties shall acquire the same rights and assume the same obligations between
themselves as they would have acquired and assumed had such Additional Parties
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.



ARTICLE 3

LETTERS OF CREDIT

3.1     Issuance Request

By delivering to the Canadian Facility Agent and the Issuing Bank an Issuance
Request at or before 12:00 noon, Toronto time, Celestica may request, from time
to time prior to the Conversion 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


<PAGE>
                                      -53-


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 such Borrower is in a language other than English,
Celestica shall provide to the Canadian Facility Agent and the Issuing Bank not
less than ten nor more than twenty Banking Days notice. Upon receipt of an
Issuance Request, the Canadian Facility Agent shall, within twenty (20) days of
the receipt thereof, notify the Canadian 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
the earlier of two years from its date of issuance and the Final 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, in Pounds Sterling or in such Freely Tradeable
European Currency (other than Pounds Sterling) as the Issuing Bank, in its sole
and absolute discretion, may agree. The provisions of Section 6.1 (with the
exception of 6.1(h)) shall apply to Letters of Credit issued contemporaneously
on the first Drawdown Date and, thereafter, Section 6.2 (with the exception of
Section 6.2(a)) shall apply at the time of issuance of any Letter of Credit as
if such issuance were a Drawdown.

3.2     Issuances

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 Canadian Facility 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 Canadian
Facility Agent and the Lenders with a copy of such Letter of Credit or amendment
thereof.

3.3     Other Lenders' Participation

<PAGE>
                                      -54-


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 Canadian Lenders
(including the Issuing Bank) in their respective Main Facility Rateable
Portions. Each Canadian 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
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 Canadian Lenders, other
than the Issuing Bank, shall be deemed to have purchased from the Issuing Bank
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 Canadian 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
Canadian Lender shall, to the extent of its Main Facility Rateable Portion, be
entitled to receive from the Canadian Facility Agent its Main Facility Rateable
Portion of the LC Fee received by the Canadian Facility Agent with respect to
each Letter of Credit. 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
Canadian Lender of the unreimbursed amount of such drawing and such Canadian
Lender's respective Main Facility Rateable Portion of the Face Amount of such
Letter of Credit. Each Canadian 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 Canadian Lender fails to make available to the Issuing Bank the
amount of such Canadian 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 Canadian 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 Canadian Lender to recover from the Issuing Bank any
amounts made available by such Canadian Lender to the Issuing Bank pursuant to
this Section in the event that it is determined by a court of competent
jurisdiction that the payment with respect to such Letter of Credit by the
Issuing Bank in respect of which payment was made by such Canadian Lender
constituted gross negligence or wilful misconduct on the part of the Issuing
Bank. The Issuing Bank shall distribute to each other Canadian 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 Canadian 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.

3.4     Reimbursement


<PAGE>
                                      -55-


The Issuing Bank will notify Celestica and the Canadian Facility 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
Canadian Facility 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
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 Freely
Tradeable European Currency; provided that the provisions of Section 6.2
regarding conditions for subsequent Drawdowns and the provisions of Section 11.2
relieving Lenders of the obligation to make further Advances 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 Canadian 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 Canadian 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 on the
part of the Issuing Bank.

3.5     Deemed 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 or the occurrence of the


<PAGE>
                                      -56-


Final Maturity Date, an amount equal to any portion of an outstanding and
undrawn Letter of Credit shall, at the election of the Issuing Bank acting on
instructions from the Majority Lenders, and without demand upon or notice to
Celestica, be deemed to have been paid or disbursed by the Issuing Bank under
such Letter of Credit (notwithstanding that such amount may not in fact have
been so paid or disbursed), and, upon notification by the Issuing Bank to the
Canadian Facility Agent and Celestica of its obligations under this Section,
Celestica shall be immediately obligated to reimburse the Issuing Bank for the
amount deemed to have been so paid or disbursed by the Issuing Bank. Any amounts
so received by the Issuing Bank from Celestica pursuant to this Section shall be
held as collateral security for the repayment of Celestica's 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 in any
manner from the Issuing Bank), and the Issuing Bank will return to Celestica the
amount, if any, by which (i) the amount deposited by Celestica with the Issuing
Bank; exceeds (ii) the amount applied by the Issuing Bank to any Reimbursement
Obligation of Celestica less the amount of all 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 Issuing Bank shall return to Celestica all amounts then on deposit
with such Issuing Bank pursuant to this Section 3.5.

3.6     Nature 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) shall be responsible for:

(a)     the form, validity, sufficiency, accuracy, genuineness, or legal effect
of any Letter of Credit or any document submitted by any party in connection
with the application for or issuance of a Letter of Credit, even if it should in
fact prove to be in any or all respects invalid, insufficient, inaccurate,
fraudulent, or forged;

(b)     the form, validity, sufficiency, accuracy, genuineness, or legal effect
of any instrument transferring or assigning or purporting to transfer or assign
a Letter of Credit or the rights or benefits thereunder or proceeds thereof in
whole or in part, which may prove to be invalid or ineffective for any reason;

(c)     failure of the beneficiary to comply fully with conditions required in
order to demand payment under a Letter of Credit;

(d)     errors, omissions, interruptions, or delays in transmission or delivery
of any messages, by mail, telecopier, or otherwise; or



<PAGE>
                                      -57-


(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.

3.7     Indemnity 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 the Letter of Credit or arising in
connection with any amounts payable by the Issuing Bank thereunder.

3.8     Fees

(a)     At the time of issuance of a Letter of Credit, Celestica shall pay to
the Canadian Facility Agent, for the account of the Issuing Bank, an issuing fee
in an amount equal to the product of (i) the maximum amount payable under 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)     At the time of issuance of a Letter of Credit and, if applicable, on the
date one year from the date of issuance of each Letter of Credit which has a
term longer than one year, Celestica shall pay to the Canadian Facility Agent
for the accounts of the Canadian Lenders, an annual fee in an amount equal to
the product of (i) the maximum amount payable under the Letter of Credit, (ii)
the LC Fee, and (iii) a fraction, the numerator of which is the number of days
in the term of the Letter of Credit to elapse in that calendar year from the
date of issuance and the denominator of which is 365 (or 366 in the case of a
leap year).

(c)     Celestica shall pay to the Canadian Facility 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 Canadian Facility 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
maximum 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.

3.9     Issuing Bank


<PAGE>
                                      -58-


The Issuing Bank shall be Scotiabank or such other Canadian Lender as Celestica
may designate from time to time.



ARTICLE 4

BANKERS' ACCEPTANCES AND ACCEPTANCE NOTES

4.1     Funding of Bankers' Acceptances

If the Canadian Facility 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 Canadian Facility Agent shall notify each of the Canadian Lenders,
prior to 11:30 a.m. (Toronto time) on the first Banking Day prior to the date of
such Advance, of such request and each Canadian 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 Canadian Lender would not be Cdn.$100,000, or an
integral multiple thereof, such Face Amount shall be increased or reduced by the
Canadian Facility Agent in its sole and unfettered discretion to the nearest
integral multiple of Cdn.$100,000. Each Canadian Lender shall, not later than
11:30 a.m. (Toronto 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 Canadian
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 Canadian 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
Canadian Lender shall purchase its Main Facility Rateable Portion of any
Bankers' Acceptances. Concurrently with the acceptance of drafts of such
Borrower as aforesaid, each Canadian Lender shall make available to the Canadian
Facility Agent its Main Facility Rateable Portion of the Notional BA Proceeds
with respect to such Advance. The Canadian Facility Agent shall, upon fulfilment
by such Borrower of the conditions set out in Section 6.1 or Section 6.2, 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.

4.2     Acceptance Fees

With respect to each draft of Celestica or a Canadian Designated Subsidiary
accepted pursuant hereto, such Borrower shall pay to the Canadian Facility Agent
for the account of the Canadian Lenders, as the case may be, in advance, an
acceptance fee calculated at the rate per annum, on the basis of a year of 365
days or 366 days in the case of a leap year, equal to the Applicable Margin
pertaining to the Canadian BA Rate on the Face Amount of such Bankers'
Acceptance or


<PAGE>
                                      -59-


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
when due or the last day of the Interest Period of the Acceptance Note, as
applicable. Such acceptance fees shall be paid by the Borrower whose draft
has been accepted by the Canadian Facility Agent deducting the amount thereof
on behalf of the Canadian Lenders from what would otherwise be Notional BA
Proceeds funded pursuant to Section 4.1.

4.3     Safekeeping of Drafts

The Canadian Lenders agree that, in respect of the safekeeping of executed
drafts of Celestica or any Canadian Designated Subsidiary which are delivered to
them for acceptance hereunder, they shall exercise the same degree of care which
the Canadian Lenders give to their own property, provided that the Canadian
Lenders shall not deemed to be insurers thereof.

4.4     Term and Interest Periods

The term 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 the term 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 term 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 a
maturity date after the Final Maturity Date and that no Acceptance Note issued
pursuant thereto shall have an Interest Period ending after the Final Maturity
Date.

4.5     Payment on Maturity

A Borrower which has received a Bankers' Acceptance Advance shall pay to the
Canadian Facility Agent, for the account of the Canadian 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
Canadian Lenders, in whole or in part, by delivering to the Canadian Facility
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 Canadian
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


<PAGE>
                                      -60-


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 Canadian Facility
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.

4.6     Waiver of Days of Grace

Each of Celestica and any Canadian Designated Subsidiary Borrower renounces and
shall not claim any days of grace for the payment of any Bankers' Acceptance or
Acceptance Notes.

4.7     Special Provisions Relating to Acceptance Notes

(a)     Each Borrower and each Canadian Lender hereby acknowledges and agrees
that from time to time certain Canadian Lenders which are Canadian chartered
banks listed on Schedule II to the Bank Act (Canada) may not be authorized to or
may, as a matter of general corporate policy, elect not to accept Bankers'
Acceptance drafts, and the Borrowers and each Canadian Lender agree that any
such Canadian 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 Canadian Lender described in Section 4.7(a) above
is unable to, or elects as a matter of general corporate policy not to, create
Bankers' Acceptances hereunder, such Canadian Lender shall not be required to
accept 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 Canadian Lender non-interest bearing promissory
notes (each, an "Acceptance Note") of such Borrower, substantially in the form
of Schedule N, 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 Canadian 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.

4.8     No 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


<PAGE>
                                      -61-


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

5.1     Collecting Agent Rules

Each U.K. Lender represents to the U.K. Facility Agent and the Administrative
Agent that, in the case of a U.K. Lender which is a U.K. Lender on the date of
this Agreement and, in case of a U.K. Lender which becomes a U.K. Lender after
the date of this Agreement, on the date it becomes a U.K. Lender, in relation to
the Facility, it is:

(a)     either:

(i)     not resident in the United Kingdom for United Kingdom tax purposes; or

(ii)    a bank as defined in Section 840A of the United Kingdom Income and
Corporation Taxes Act, 1988 and resident in the United Kingdom; and

(b)     beneficially entitled to the principal and interest payable to it under
this Agreement,

(or, if it is not able to make those representations, will ensure that it
assigns, transfers or novates its rights in respect of each Advance to a U.K.
Designated Subsidiary then made (or, if made later, when made) to an entity in
respect of which both representations in Subsections (a) and (b) are correct)
and, if it is able to make those representations on the date of this Agreement
or the date it becomes a U.K. Lender, shall forthwith notify the Administrative
Agent if either representation ceases to be correct.

5.2     U.K. Lender Representation

Each U.K. Lender represents to each of Celestica and each U.K. Designated
Subsidiary that it is:

(a)     a bank as defined in Section 840A of the United Kingdom Income and
Corporation Taxes Act, 1988 and within the charge to corporation tax as respects
the interest on Advances made hereunder; and

(b)     beneficially entitled to the principal, interest and fees payable to
it, or to an Agent on its behalf, under this Agreement.


<PAGE>
                                      -62-


Except where a U.K. Lender is not or ceases to fall within either of clauses (a)
or (b) above as a result of a Tax Change, the foregoing representation shall be
true and correct and shall be deemed to be given by each U.K. Lender on each day
that a payment of interest, principal or fees is to be made to it pursuant to a
Loan Document. For this purpose, "Tax Change" is the introduction, suspension,
withdrawal or cancellation of, or change in, or change in the official
interpretation, administration or official application of, any law, regulation
having the force of law, tax treaty or any published practice or published
concession of the U.K. Inland Revenue or any other relevant taxing or fiscal
authority in any jurisdiction with which the relevant U.K. Lender has a
connection, occurring after the date of this Agreement.

5.3     Canadian Lender Representation

Each Canadian Lender represents to each of Celestica and each Canadian
Designated Subsidiary, the Canadian Facility Agent and the Administrative Agent
that it is resident in Canada for the purposes of the Income Tax Act (Canada)
and that it is beneficially entitled to the principal, interest and fees payable
to it under the Loan Documents. The foregoing representation shall be true and
correct and shall be deemed to be given by each Canadian Lender on each day that
a payment of interest, principal or fees is to be made to it pursuant to a Loan
Document.

5.4     U.S. Lender Obligations

Each U.S. Lender shall:

(a)     deliver to each of the U.S.  Designated  Subsidiaries and to the
Administrative Agent on or before the date on which it becomes a U.S. Lender:

(i)     either (A) two properly completed and duly executed copies of United
States Internal Revenue Services Form 1001 or 4224 (or successor applicable
forms or certifications, as the case may be) necessary to establish complete
exemption from United States withholding tax with respect to payments by the
Obligors under the Loan Documents or (B) in the case of a U.S. Lender claiming
exemption from United States withholding tax under Section 871(h) or
881(c)(3)(A) of the Code with respect to payments of "portfolio interest" by the
Borrowers under this Agreement, a properly completed and duly executed United
States Internal Revenue Service Form W-8 (or successor applicable forms or
certifications as are necessary to establish exemption from United States
withholding tax for portfolio interest), including an annual certificate
representing that such U.S. Lender is not a bank for purposes of Section 881(c)
of the Code, is not subject to regulatory or other legal requirements as a bank
in any jurisdiction, and has not been treated as a bank for purposes of any tax,
securities law or other filing or submission made to any Official Body, any
application made to a rating agency or qualification for any exemption from tax,
securities law or other legal requirements, is not a 10 per cent shareholder of
a Borrower within the meaning of Section 881(c)(3)(B) of the Code and is not a
controlled foreign corporation receiving interest from a related person within
the meaning of Section 881(c)(3)(C) of the Code; or


<PAGE>
                                      -63-


(ii)    two properly completed and duly executed copies of United States
Internal Revenue Service Form W-9 (or successor applicable forms or
certifications as the case may be) and, upon such delivery and on each day that
a payment of interest, principal or fees is to be made to it pursuant to a Loan
Document, such U.S. Lender which has delivered the forms or certifications
provided for in this Clause (ii) shall be deemed to represent and warrant to
each U.S. Designated Subsidiary, Celestica, the U.S. Facility Agent and the
Administrative Agent that it is organized under the laws of the United States of
America.

(b)     deliver to each of the U.S. Designated Subsidiaries and the
Administrative Agent two further copies of any such form or certification on or
before the date that any such form or certification expires or becomes obsolete
and after the occurrence of any event requiring a change in the most recent form
previously delivered; and

(c)     obtain such extensions of time for filing and completing such forms or
certifications as may reasonably be requested by a U.S. Designated Subsidiary or
the Administrative Agent;

provided, however, that such U.S. Lender shall not be required to perform the
obligations under this Section 5.4 if prior to the date on which the performance
of such obligations would otherwise be required, any change in treaty, law or
regulation or any order or directive relating thereto or any interpretations
thereof, whether or not having the force of law, renders the performance of such
obligations unlawful or would render all such forms or certifications
inapplicable or which would prevent such U.S. Lender from duly completing and
delivering any such form or certification with respect to it or if as a result
of such change, order, directive or interpretation, such performance would
reasonably be likely to result in an adverse action being taken against such
U.S. Lender and such U.S. Lender so advises the U.S. Designated Subsidiaries and
the Administrative Agent.

Each U.S. Lender which has delivered the forms or certifications provided for in
Section 5.4(a)(ii) hereby represents and warrants to each U.S. Designated
Subsidiary, Celestica, the U.S. Facility Agent and the Administrative Agent that
it is beneficially entitled to the principal, interest and fees payable to it
under the Loan Documents.

5.5     Increased 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 (each such event being hereinafter referred to
as a "change in law") which now or hereafter:


<PAGE>
                                      -64-


(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, deposit, ratio or
similar requirements or otherwise imposes any cost on any Lender in 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, 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, such cost and/or such reduction in such
return (or such proportion of such reduction as is, in the reasonable and bona
fide opinion of such Lender, attributable to its obligations hereunder), the
amount of such Additional Compensation (as hereinafter defined) incurred by such
Lender and supplying reasonable supporting evidence (including, in the event of
change of Applicable Law, a photocopy of the Applicable Law evidencing such
change together with a certificate of a duly authorized officer of the Lender
setting forth the Additional Compensation and the basis for calculation of such
Additional Compensation and an opinion in writing of such Lender's counsel
confirming such change); provided that the Lender shall not be required to
disclose any information required to be kept confidential by Applicable Law (in
which case the requirement of such confidentiality shall be supported by an
opinion of such Lender's Counsel) within ten (10) Banking Days of the date of
receipt of any Notice of Amount, the amount set out therein (in this Article 5
referred to as "Additional Compensation") shall be paid to the Lender by (i)
Celestica and all Canadian Designated Subsidiaries, if the Lender is a Canadian
Lender; (ii) the U.S. Designated Subsidiaries, if the Lender is a U.S. Lender;
(iii) the U.K. Designated Subsidiaries if the Lender is a U.K. Lender, or (iv)
the relevant Consent Designated Subsidiary if the Lender is a Consent 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.


<PAGE>
                                      -65-


5.6     Illegality

If, with respect to any Lender, the implementation of any existing provision of
Applicable Law or the adoption of any Applicable Law, or any change therein or
in the interpretation or application thereof by any court or by any statutory
board or commission now or hereafter makes it unlawful for such Lender to make,
fund or maintain all or any portion of an outstanding Advance, to maintain all
or any part of its Commitment hereunder or to give effect to its obligations in
respect of all or any portion of an outstanding Advance, such Lender may, by
written notice thereof to the Borrowers and the other Lenders through the
Administrative Agent (supported, at the request and expense of the Borrowers, by
an opinion of such Lender's counsel), declare the obligations of such Lender
under this Agreement to be terminated whereupon the same shall forthwith
terminate, and the Borrowers to whom such Lender has made Advances shall repay
within the time required by such law (or as promptly as practicable if already
unlawful or at the end of such longer period, if any, as such Lender in its bona
fide opinion may agree) the principal of the Advances made by such Lender. If
any such change shall affect only that portion of such Lender's obligations
under this Agreement that is, in the bona fide opinion of such Lender, severable
from the remainder of this Agreement so that the remainder of this Agreement may
be continued in full force and effect without otherwise affecting any of the
obligations of such Lender or the Borrowers hereunder, such Lender shall declare
its obligations under only that portion so terminated.

5.7     Mitigation

(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 5.5; or

(ii)    a reduction of all or any of an Advance by such Lender or the Lender's
Commitment pursuant to Section 5.6; or

(iii)   the prepayment of the portion of the Advances outstanding to it pursuant
to Section 5.6; or

(iv)    the payment of any amount by an Obligor under Section 5.8;

then such Lender, promptly upon becoming aware of the same and the possible
results thereof, shall notify the Administrative Agent thereof and the
Administrative Agent shall notify the Borrowers thereof and, in consultation
with the Borrowers shall take such steps, if any, as such Lender in its bona
fide opinion considers appropriate to mitigate the effects of such
circumstances. Without limiting the generality of the foregoing, if it is
commercially reasonable, such Lender shall make reasonable efforts to limit
the incidence of any such Additional Compensation and seek recovery for the
account of the Borrowers upon the Borrower's request and at the Borrower's
expense; provided that such Lender in its reasonable determination suffers no
appreciable economic, legal, regulatory or other disadvantage. In all events,
the Lenders shall

<PAGE>
                                      -66-


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 5.5 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 5.5.

(b)     If any Lender seeks Additional Compensation pursuant to Section 5.5
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 any 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 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 D 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.

5.8     Taxes

(a)     All payments by any Obligor under this Agreement or the Guarantees
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


<PAGE>
                                      -67-


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 5.8), the relevant Lenders or 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 Relevant Facility
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 hereto shall not apply with respect to Taxes ("Excluded Taxes") arising by
virtue of a Lender or 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 5.8, if
any Agent or Lender (in this Section 5.8, an "Indemnified Person") is required
at any time (whether before or after any Obligor has discharged all of its other
obligations hereunder) to make any payment on account of any Tax which an
Obligor is required to withhold in accordance with Section 5.8(a) hereof or for
which an Obligor is otherwise required to indemnify a Lender or an Agent
pursuant to Sections 5.8(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 such 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 5.8. An Indemnified Person intending to make a
claim pursuant to this Section 5.8 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


<PAGE>
                                      -68-


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 5.8 when due to the appropriate taxing authority or fails to
remit to any Agent, for the account of the respective Lenders, for the account
of any other Agent or for the Agent's own account, as applicable, the required
receipts or other documentary evidence required by Section 5.8(a)(ii), the
Obligor shall indemnify the Lenders or Agent, as applicable, for any incremental
Taxes, interest or penalties that may become payable by any Lender or any Agent
as a result of any such failure. For purposes of this Section 5.8, a
distribution by an 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 Agents for the full amount
of Taxes imposed by any jurisdiction and paid by such Lender or Agent, as
applicable with respect to any amounts payable pursuant to this Section 5.8, 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 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 5.8 shall
survive the payment in full of principal, interest, fees and any other amounts
payable hereunder and the termination of this Agreement and the Guarantees.

5.9     Tax 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
5.8(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.

<PAGE>
                                      -69-


(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 TO DRAWDOWN

6.1     Conditions for First Drawdown

The following conditions shall be satisfied by the Borrowers on or prior to the
first Drawdown Date after the date hereof:

(a) each Obligor shall have duly authorized, executed and delivered to the
Administrative Agent each of the Loan Documents to which it is a party and each
such Loan Document shall constitute a legal, valid and binding obligation of
such Obligor, enforceable against such Obligor in accordance with its terms;

(b)     each Obligor shall have delivered to the Administrative Agent:

(i)     a certified copy of its Organic Documents,

(ii)    a certified copy of the resolutions authorizing it to enter into,
execute and deliver the Loan Documents to which it is a party and to perform its
obligations thereunder;

(iii)   a certificate as to the incumbency of its officers signing the Loan
Documents to which it is a party; and

(iv)    a certificate of status, good standing or like certificate with respect
to such Obligor issued by the appropriate government officials of the
jurisdiction of its incorporation;

(c)     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, by reference to the facts and circumstances
then existing;

(d)     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;

(e)     there shall have been no Material Adverse Change since December 31,
2000;


<PAGE>
                                      -70-


(f)     each Material Restricted Subsidiary (other than Celestica Ireland B.V.)
and any other Restricted Subsidiary which executed and delivered a Guarantee to
the Administrative Agent pursuant to the Existing Credit Agreement that has not
been released or assumed shall have executed and delivered to the Administrative
Agent a confirmation of its Guarantee;

(g)     Celestica shall have executed and delivered to the Administrative Agent
a confirmation of its Guarantee of the monetary Obligations of each Borrower
(other than Celestica);

(h)     any Borrower which intends to make a Drawdown shall have given the
appropriate Drawdown Notice to the Relevant Facility Agent in accordance with
the provisions of Section 2.3;

(i)     opinions of Borrowers' Counsel, and local counsel to each Guarantor,
substantially in form of Schedule Q, shall have been delivered to the
Administrative Agent;

(j)     none of the undertaking, property or assets of the Borrowers or any of
the Restricted Subsidiaries 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
Celestica and each of the Restricted Subsidiaries shall have delivered to the
Administrative Agent a Permitted Encumbrance Certificate; and

(k)     the Borrowers shall have paid all fees and expenses relating to the
Facility provided for in this Agreement which are payable on or prior to the
first Drawdown Date;

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.

6.2     Conditions 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 Relevant Facility 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, by reference to the facts
and circumstances then existing;


<PAGE>
                                      -71-


(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; and

(d)     if the Borrower requesting the Advance is a Material Restricted
Subsidiary that has become a Designated Subsidiary, the Guarantee required by
Section 9.1(m) to have been delivered by that Designated Subsidiary shall have
been delivered to the Administrative Agent notwithstanding that the 45 day
period referred to therein may not have expired.

6.3     Conditions Relating to First Drawdown by Consent Designated Subsidiaries

The following conditions shall have been satisfied at or prior to the time of
the first Drawdown of an Advance under the Facility by a Consent Designated
Subsidiary:

(a)     the Consent Designated Subsidiary shall have complied in all respects
with Section 7.2; and

(b)     the Consent Designated Subsidiary shall have delivered a Guarantee of
the monetary Obligations of Celestica under this Agreement and of the Guarantee
referred to in Section 6.1(g) substantially in the form of Schedule J, together
with all certificates and opinions required in connection therewith as set out
in Section 9.1(m), all in form and substance satisfactory to the Administrative
Agent.



ARTICLE 7

PROVISIONS RELATING TO SUBSIDIARIES

7.1     Designated Subsidiaries

(a)     The Administrative Agent and the Lenders acknowledge that Celestica has
made the following designations, which Celestica hereby confirms:

(i)     Celestica International as a Canadian Designated Subsidiary;

(ii)    Celestica Corp. as a U.S. Designated Subsidiary;

(iii)   Celestica U.S. as a U.S. Designated Subsidiary; and

(iv)    Celestica Limited as a U.K. Designated Subsidiary;

and the Agents, on behalf of the Lenders acknowledge and agree to such
designations.


<PAGE>
                                      -72-


(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, U.S. Designated Subsidiary or a U.K. Designated Subsidiary provided
that:

(i)     such Restricted Subsidiary, prior to becoming a Designated Subsidiary,
shall have executed and delivered to the Administrative Agent a Designated
Subsidiary Agreement and, if it has not already done so, a Guarantee
substantially in the form of Schedule J; and

(ii)    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 and the Guarantee, if
applicable, and to perform its obligations thereunder;

(C)     a certificate as to the incumbency of its officers signing the
Designated Subsidiary Agreement and the Guarantee, 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 of Schedule Q
with only those changes which are reasonably satisfactory to the Lenders'
Counsel and counsel to the Designated Subsidiary;

(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
definitions of "Canadian Designated Subsidiary", "U.S. Designated Subsidiary" or
"U.K. 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;

(iii)    if none of the Canadian Facility Agent, U.S. Facility Agent, U.K.
Facility Agent or any Consent Facility Agent agrees to perform the function of
Consent Facility Agent in respect of such Consent Designated Subsidiary through
an Affiliate, office or branch resident in the jurisdiction where such Consent
Designated Subsidiary is resident, the Administrative Agent and Celestica shall
have obtained the agreement of a Lender located in such jurisdiction where such



<PAGE>
                                      -73-


Consent Designated Subsidiary is resident to act as the Consent Facility Agent
in respect of Advances to such Consent Designated Subsidiary and each relevant
Consent Lender shall have appointed such Consent Facility Agent to act as such
in the manner set out in Section 11.1;

(iv)    such Subsidiary, prior to becoming a Consent Designated Subsidiary,
shall have executed and delivered to the Administrative Agent a Designated
Subsidiary Agreement substantially in the form of Schedule H and a Guarantee
substantially in the form of Schedule J, 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

(v)     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 and the Guarantee, if applicable, and to perform
its obligations thereunder;

(C)     a certificate to the incumbency of its officers signing the Consent
Designated Subsidiary Agreement and the Guarantee, 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 the form
of Schedule R with only those changes which are reasonably satisfactory to the
Lenders' Counsel and counsel to the Consent Designated Subsidiary; 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 the Relevant Facility 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.

7.2     Advances to Consent Designated Subsidiaries

(a)     Notwithstanding any other provision of this Agreement, no Lender shall
be obligated to make an Advance to a Consent Designated Subsidiary, except in
accordance with this Section 7.2.

(b)     Upon a designation by Celestica of a Consent Designated Subsidiary and
the satisfaction of all of the terms and provisions of subsection 7.1(c), each
Lender shall, by written notice to the Administrative Agent in the form of
Schedule O hereto, notify the Administrative Agent of its


<PAGE>
                                      -74-


consent or refusal to make Advances to such Consent Designated Subsidiary and
may in such notice place a limit on the portion of such Lender's Commitment in
respect of such Consent Designated Subsidiary. Each Lender which consents to
make Advances to such Consent Designated Subsidiary and is accepted by Celestica
by notice in writing to the Administrative Agent shall be referred to in this
Agreement as a "Consent Lender" and, with reference to such Consent Designated
Subsidiary, each Consent Lender shall be referred to in this Agreement as a
"Relevant Consent Lender".

(c)     Upon receipt of a notice provided for in subsection 7.2(b) above, the
Administrative Agent shall forthwith compile a schedule which shall be in the
form of a revised Schedule D showing each Consent Lender and the portion of the
Commitment of the Consent Lender allocated to the making of Advances to the
Consent Designated Subsidiary. The Administrative Agent shall provide a copy of
such schedule to the Relevant Consent Facility Agent, each Lender, Celestica and
such Consent Designated Subsidiary and shall append such schedule to this
Agreement and such appended schedule shall be deemed to be part of this
Agreement.

(d)     Each Consent Lender severally agrees, on the terms and conditions set
forth in this Agreement, to make Advances to the Consent Designated Subsidiary
to which it has consented to make Advances pursuant to Subsection 7.2(b) from
time to time, subject to all of the conditions, terms and provisions of this
Agreement governing LIBOR Advances and further provided that, immediately after
each such Advance is made the aggregate outstanding principal amount of all
Advances made by such Consent Lender to such Consent Designated Subsidiary shall
not exceed, if applicable, the limit on such Consent Lender's Commitment
provided in the notice delivered pursuant to subsection 7.2(b).

(e)     Each Advance to a Consent Designated Subsidiary under subsection (d)
shall be made by the Relevant Consent Lenders in the Consent Rateable Portion of
each Relevant Consent Lender.

(f)     Each Advance to a Consent Designated Subsidiary shall be:

(i)     a LIBOR Advance denominated in United States Dollars or a Freely
Tradeable European Currency; and

(ii)    in an aggregate principal amount of U.S. $5,000,000 and integral
multiples of U.S. $100,000 in excess thereof or the Equivalent Amount in any
Freely Tradeable European Currency.

7.3     Material Restricted Subsidiaries to Provide Guarantees

(a)     Each Subsidiary of Celestica which is or becomes a Material Restricted
Subsidiary shall comply with the requirements of Subsection 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


<PAGE>
                                      -75-


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.

7.4     Unrestricted 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

8.1     Representations and Warranties


<PAGE>
                                      -76-


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 or
creation, is duly qualified to do business and is qualified as a foreign
corporation, company or other entity in each jurisdiction where the nature of
its business requires such qualification, except where the failure to be so
qualified would not reasonably be likely to have Material Adverse Effect, and
has full power and authority and holds all requisite governmental licences,
permits and other approvals to enter into and perform its obligations under the
Loan Documents to which it is a party and except where failure to hold such
licenses, permits or approvals would not reasonably be likely to have a Material
Adverse Effect to own or hold under lease its property and to conduct its
business substantially as currently conducted by it.

(b)     Validity, etc. Each Obligor has duly executed and delivered each Loan
Document to which it is a party and 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;

(iii)   result in, or require the creation or imposition of, any Lien on any of
its properties.

(d)     Government Approval, Regulation, etc. 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 financial statements of Celestica
and its Subsidiaries as at December 31, 2000 fairly present the financial
condition of Celestica and its Subsidiaries as at such date and the results of
their operations for the fiscal year then ended, in accordance with GAAP
consistently applied. Since December 31, 2000 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


<PAGE>
                                      -77-


Adverse Effect or purports to affect the legality, validity or enforceability of
any Loan Document.

(g)     Licences, etc. and Compliance with Laws. All material licences,
franchises, certificates, consents, rights, approvals, authorizations,
registrations, orders and permits required under Applicable Law (other than
Environmental Laws) to enable each of the Borrowers and each Restricted
Subsidiary to carry on their respective businesses as now conducted by them and
to own or lease their respective properties have been duly obtained and are
currently subsisting. Each of the Borrowers and each Restricted Subsidiary have
complied in all material respects with the terms and provisions presently
required to be complied with by them in all such material licences, franchises,
certificates, consents, rights, approvals, authorizations, registrations, orders
and permits and with Applicable Law (other than Environmental Laws) and are not
in violation of any of the respective provisions thereof if such non-compliance
or violation would reasonably be likely to have a Material Adverse Effect.

(h)     Compliance with Environmental Laws. Each of the Borrowers and the
Subsidiaries and all facilities and property now or formerly owned, operated or
leased by them:

(i)     are and have been in compliance with all Environmental Laws, including,
without limitation, with respect to the release, spill, leak, pumping, pouring,
emptying, injection, escape, leaching, dumping, spraying, burial, abandonment,
incineration, seepage, placement, emission, deposit, issuance, discharge,
transportation or disposal ("Release") of any Hazardous Material in or over the
water, atmosphere or soil other than for non-compliance with Environmental Laws
which would not reasonably be likely to have a Material Adverse Effect;

(ii)    have no contingent liabilities in connection with any Release or likely
Release of Hazardous Materials and have not Released or caused or permitted the
Release of Hazardous Materials, and have no knowledge of Releases by others, at,
on or under any property now or previously owned, operated or leased by the
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


<PAGE>
                                      -78-


knowledge of the Borrowers, threatened to revoke, amend or limit in any material
respect any such permit, certificate, approval, licence or other authorization;

(v)     have no underground storage tanks, active or, to the knowledge of the
Borrowers, abandoned, including petroleum storage tanks, on or under any such
property that, singly or in the aggregate, would reasonably be likely to have a
Material Adverse Effect;

(vi)    have not directly transported or directly arranged for the
transportation of any Hazardous Substances in violation of Environmental Laws or
to any location which would reasonably be likely to lead to claims against them
for any remedial work, damage to the environment or natural resources or
personal injury, including claims under CERCLA, which in any such case would
reasonably be likely to have a Material Adverse Effect;

(vii)   have no polychlorinated biphenyls or friable asbestos present at any
such property that, singly or in the aggregate, would reasonably be likely to
have a Material Adverse Effect;

(viii)  have no conditions which exist at, on or under any such property which,
with or without the passage of time, or the giving of notice or both, would give
rise to liability under any Environmental Laws which would reasonably be likely
to have a Material Adverse Effect; and

(ix)    is not listed or proposed for listing on the National Priorities List
pursuant to CERCLA, on the CERCLIS or on any similar state list of sites or
Persons requiring investigation or clean up where the liability imposition and
allocation regime provided for in the applicable state Environmental Law is
similar to CERCLA, including, without limitation, the ability of governments and
other parties to recover costs from other responsible or potentially responsible
persons, except for any such listing or proposed listing which would not
reasonably be likely to have a Material Adverse Effect.

(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,
including, without limitation, the final prospectus of Celestica dated March 1,
1999, 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-


<PAGE>
                                      -79-


up, dissolution, liquidation, bankruptcy, receivership, administration or
similar or analogous events in respect of such corporation or all or any
material part of its assets or revenues.

(m)     Taxes. Each Borrower and each of its Subsidiaries have duly filed on a
timely basis all tax returns required to be filed by them except where such
failure to file would not reasonably be likely to have a Material Adverse Effect
and have paid all Taxes which are due and payable by them, and all assessments
and re-assessments, and all other Taxes, governmental charges, governmental
royalties, penalties, interest and fines claimed against them, other than those
for which liability is being contested by them in good faith by appropriate
proceedings and for which adequate provision has been made where required in
accordance with GAAP or in respect of which such failure to pay would not
reasonably be likely to have a Material Adverse Effect, and all required
instalment payments have been made in respect of Taxes payable for the current
period for which returns are not yet required to be filed except where such
failure to pay would not reasonably be likely to have a Material Adverse Effect;
there are no agreements, waivers or other arrangements providing for an
extension of time with respect of the filing of any tax returns by them or the
payment of any Taxes except where such agreements, waivers or other arrangements
would not reasonably be likely to have a Material Adverse Effect; there are no
actions or proceedings to be taken by any taxation authority of any jurisdiction
to enforce the payment of any Taxes by them other than those which are being
contested by them in good faith by appropriate proceedings and which proceedings
have been stayed for the duration of such contestation.

(n)     Pension Plans. Except as would not be reasonably likely to have a
Material Adverse Effect, (i) all Pension Plans are duly established, registered,
qualified, administered and invested in compliance with the terms thereof, any
applicable collective agreements and Applicable Law; (ii) no events have
occurred and no action has been taken by any Person which would reasonably be
likely to result in the termination or partial termination of any Pension Plan,
whether by declaration of any Superintendent of Pensions or otherwise; (iii)
none of the Borrowers have 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, "Applicable Law" shall include any federal or provincial pension
benefits legislation and the Income Tax Act (Canada).

(o)     Regulations U and X. No Borrower is engaged in the business of extending
credit for the purpose of purchasing or carrying margin stock. None of the
proceeds from the Facility will be used for the purpose of purchasing or
carrying directly or indirectly margin stock or for any other purpose that would
constitute this transaction a "Purpose Credit" within the meaning of


<PAGE>
                                      -80-


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 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.

8.2     Survival 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 any Agent or any Lender or any counsel to any
of them.

8.3     Deemed Repetition of Representations and Warranties

Each of the representations set out in Section 8.1 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.



ARTICLE 9

COVENANTS

9.1     Affirmative 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 June 30, 2001, 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


<PAGE>
                                      -81-


position as at the end of such fiscal quarter and for the period commencing with
the end of the previous fiscal quarter and ending with the end of such fiscal
quarter, together with the figures for the year-to-date and setting forth, in
each case, in comparative form to the figures for the corresponding fiscal
quarter of the previous fiscal year;

(ii)    within 120 days after the end of each fiscal year of Celestica, the
audited consolidated financial statements of Celestica for such year setting
forth the corresponding figures for the previous fiscal year in comparative
form, together with the report thereon of an independent auditor of recognized
national standing, each consisting of a balance sheet, statement of income and
statement of changes in financial position;

(iii)   within 60 days after the end of each fiscal quarter of Celestica in each
fiscal year, commencing with the fiscal quarter ending June 30, 2001, an
Officer's Certificate of Celestica substantially in the form of Schedule F
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 a calculation of the ratios referred to in Sections
9.3(a) and (b), and a statement as to the amount and calculation of Tangible Net
Worth, Net Funded Debt and EBITDA, in each case as at the last day of the
relevant period; 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
consolidated 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)(ii);

(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 and each of the
Restricted Subsidiaries shall remain validly organized and existing and in good
standing under the laws of its jurisdiction of formation.

(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)


<PAGE>
                                      -82-


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)     any change in the name or organization of any of the Borrowers or any
Material Restricted Subsidiary and of any change in the location of the
registered office or executive office of any of them;

(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; and

(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 any Pension Plan which would reasonably be likely to have a
Material Adverse Effect and copies of all documentation relating thereto.

(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


<PAGE>
                                      -83-


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 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)     Borrowers 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


<PAGE>
                                      -84-


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), 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
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 J;
(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; and (III) cause to be delivered an opinion
of counsel to the newly acquired or incorporated Material Restricted Subsidiary
substantially in the form of Schedule Q, with only those changes which are
satisfactory to the Lender's Counsel.

(ii)    None of Celestica or its Subsidiaries shall be required to cause
Celestica Ireland B.V. to comply with clause (i), provided that if Celestica
Ireland B.V. holds any asset other than a promissory note from Celestica Ireland
Limited in the principal amount of 17,500,000 Irish Pounds, Celestica and its
Subsidiaries shall be required to cause Celestica Ireland B.V. to comply with
clause (i).

(iii)   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


<PAGE>
                                      -85-


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.

(iv)    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.

9.2     Negative Covenants

Celestica covenants and agrees with each of the Lenders that, unless the
Majority Lenders otherwise consent in writing, so long as any amount payable
hereunder is outstanding or the Lenders shall have any Commitment hereunder:

(a)     No Merger, Amalgamation, etc. None of the Borrowers or any Restricted
Subsidiary shall, directly or indirectly, merge, amalgamate or enter into any
similar or other business combination pursuant to statutory authority or
otherwise with any other Person except upon compliance with Section 13.12.

(b)     Restriction on Disposition of Assets. None of the Borrowers or any
Restricted Subsidiary shall sell, assign, transfer, lease, convey or otherwise
dispose of any property, assets or investments, (in each case a "sale") other
than:

(i)     sales made in compliance with Section 13.12; or

(ii)    sales of obsolete equipment in the ordinary course of business; or

(iii)   sales, assignments and transfers pursuant to a Permitted Securitization
Transaction; or

(iv)    sale/leaseback transactions 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


<PAGE>
                                      -86-


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 (vii) in any fiscal year by the Borrowers and
Restricted Subsidiaries 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 in which the Borrowers and
Restricted Subsidiaries do not sell fixed assets and associated intellectual
property under this clause (vii) 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, 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; or

(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.

(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 passu with all other unsecured Indebtedness 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,


<PAGE>
                                      -87-


(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 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; 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.

9.3     Financial Covenants

(a)     Minimum Tangible Net Worth. Celestica shall maintain, at all times, a
minimum Tangible Net Worth in an amount that shall not be less than an amount
equal to the sum of U.S. $1,750,000,000, plus 50% of cumulative annual positive
Net Income commencing with the fiscal year ending December 31, 2000 and in each
subsequent fiscal year.

(b)     Maximum Net Funded Debt: EBITDA Ratio. Celestica shall maintain a Net
Funded Debt: EBITDA ratio, calculated on a rolling four quarter basis of not
more than 3.25:1.0.

(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 for Celestica
and its Subsidiaries (but for


<PAGE>
                                      -88-


greater certainty, excluding Unrestricted Subsidiaries) in accordance with the
provisions of Sections 1.7 and 1.8.



ARTICLE 10

DEFAULT AND ACCELERATION

10.1    Events 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 a 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 Reimbursement Obligation
or 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 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 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;

(d)     a default shall occur in the payment when due, whether by acceleration
or otherwise, of any Indebtedness (other than as set forth in (a) above) of any
Borrower or any Restricted Subsidiary having a principal amount, individually or
in the aggregate, in excess of $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;

(e)     any judgment or order for the payment of money in excess of $25,000,000,
which is not covered by insurance, shall be rendered against any Borrower or any
Restricted Subsidiary and either:


<PAGE>
                                      -89-


(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;

(f)     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(f)(ii),
consent or acquiescence, permit or suffer to exist the appointment of a trustee,
receiver, receiver and manager, liquidator, sequestrator, administrator or other
custodian for a Borrower or a Restricted Subsidiary or for a substantial part of
the property of any of them except as permitted under Section 13.12, and such
trustee, receiver, receiver and manager, liquidator, sequestrator, administrator
or other custodian shall not be discharged within 60 days, provided that the
Borrowers hereby expressly authorize the Administrative Agent and each Lender to
appear in any court conducting any relevant proceeding relating to any of them
or any Restricted Subsidiary during such 60-day period to preserve, protect and
defend their rights under the Loan Documents;

(iv)    permit or suffer to exist the commencement of any bankruptcy,
reorganization, debt arrangement, administration or other case or proceeding
under any bankruptcy, insolvency or similar law, or any dissolution, winding up,
administration or liquidation proceeding, in respect of any Borrower or any
Restricted Subsidiary (except as permitted under Section 13.12), and, if any
such case or proceeding is not commenced by such Borrower or such Restricted
Subsidiary, such case or proceeding shall be consented to or acquiesced in by
such Borrower or such Restricted Subsidiary or shall result in the entry of an
order for relief or shall remain for 60 days undismissed, provided that each
Borrower and each Restricted Subsidiary is hereby deemed to expressly authorize
the Administrative Agent and each Lender to appear in any court conducting any
such case or proceeding relating to any of them or any Restricted Subsidiary
during such 60-day period to preserve, protect and defend their rights under the
Loan Documents; or

(v)     take any corporate action authorizing, or in furtherance of, any of the
matters referred to in clauses (ii), (iii) or (iv) above;

(g)     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


<PAGE>
                                      -90-


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;

(h)     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;

(i)     any Borrower or any governmental authority declares, orders or proposes
to order a full or partial wind up of any Pension Plan which, in either case,
would reasonably be likely to have a Material Adverse Effect or if any of the
following events shall occur with respect to a Pension Plan:

(i)     the institution of any step by a Borrower, any member of its Controlled
Group or any other Person to terminate a Pension Plan if, as a result of such
termination, the Borrowers or any such member of its Controlled Group would
reasonably be likely to be required to make a contribution to such Pension Plan
or could reasonably expect to incur a liability or obligation to such Pension
Plan which, in either case, would reasonably be likely to have a Material
Adverse Effect; or

(ii)    a contribution failure occurs with respect to any Pension Plan
sufficient to give rise to a Lien under Section 302(f) of ERISA.

10.2    Acceleration

Upon the occurrence of an Event of Default (other than as set forth in Section
10.1(f) or (g)) 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 Agents; 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


<PAGE>
                                      -91-


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(f) or (g),
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.

10.3    Remedies with Respect to Bankers' Acceptance Advances and Letters of
        Credit

If any Event of Default shall occur and be continuing such that the entire
principal amount of the Advances then outstanding and all accrued and unpaid
interest thereon and all other payments due hereunder or under any other Loan
Document which are unpaid shall become immediately due and payable in accordance
with the provisions of Section 10.2, then the Administrative Agent may (and, if
so instructed by the Majority Lenders shall), by written notice to the
Borrowers, require the Borrowers to pay to the Canadian Facility 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.

10.4    Remedies Cumulative and Waivers

It is expressly understood and agreed that the rights and remedies of the
Lenders, the Agents 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 Agents
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
Agents or any of them may be lawfully entitled for such default or breach. Any
waiver by the Lenders, the Agents 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 Agents 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 Agents or any of them under this Agreement or any
other Loan Document as a result of any other default or breach hereunder or
thereunder.


<PAGE>
                                      -92-


10.5    Suspension 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 Relevant Facility 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 Canadian
Facility Agent and the Issuing Bank prior to the occurrence of an Event of
Default) or to comply with any Issuance Request.

10.6    Application of Payments After an Event of Default

If any Event of Default shall occur and be continuing, all payments made by the
Borrowers hereunder or payments made pursuant to any of the provisions of any of
the Guarantees shall be applied in the following order:

(a)     to amounts due hereunder as costs and expenses of the Agents;

(b)     to amounts due hereunder as costs and expenses of the Relevant Lenders;

(c)     to amounts due hereunder as fees;

(d)     to any other amounts (other than amounts in respect of interest or
principal) due hereunder;

(e)     to amounts due hereunder as interest; and

(f)     to amounts due hereunder as principal.



ARTICLE 11

THE AGENTS AND

ADMINISTRATION OF THE FACILITY

11.1    Authorization of Action


<PAGE>
                                      -93-


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. Each Canadian Lender hereby irrevocably
appoints and authorizes the Canadian Facility Agent to be its Agent in its name
and on its behalf and to exercise such rights or powers granted to the Canadian
Facility 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. Each U.S. Lender hereby irrevocably appoints and authorizes the U.S.
Facility Agent to be its Agent in its name and on its behalf and to exercise
such rights or powers granted to the U.S. Facility 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. Each U.K. Lender hereby
irrevocably appoints and authorizes the U.K. Facility Agent to be its Agent in
its name and on its behalf and to exercise such rights or powers granted to the
U.K. Facility 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 Agents 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 in so acting or refraining from acting) upon the
instructions of the Majority Lenders, and such instructions shall be binding
upon all Lenders; provided, however, that no Agent shall be required to take any
action which exposes Agent to liability in such capacity, which could result in
the Agent incurring any costs and expenses or which is contrary to this
Agreement or Applicable Law.

11.2    Procedure for Making Advances

(a)     The Relevant Facility Agent shall make Advances available to the
relevant Borrowers as required hereunder by debiting the account of the Relevant
Facility Agent to which the Relevant 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 Relevant Facility Agent and Celestica in writing, by transferring (or
causing to be transferred) like funds in accordance with the instructions of the
Borrower as set forth in the Drawdown Notice in respect of each Advance;
provided that the obligation of the Relevant Facility 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 Relevant Facility 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 willful misconduct of the Relevant Facility Agent.


<PAGE>
                                      -94-


(b)     Unless the Relevant Facility Agent has been notified by a Relevant
Lender on the Banking Day prior to the Drawdown Date requested by a Borrower
that such Relevant Lender will not make available to the Relevant Facility Agent
its Main Facility Rateable Portion of such Advance, the Relevant Facility Agent
may assume that such Lender has made such portion of the Advance available to
the Relevant Facility Agent on the Drawdown Date in accordance with the
provisions hereof and the Relevant Facility 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 Relevant Facility Agent, then
such Relevant Lender shall pay to the Relevant Facility Agent forthwith on
demand such Relevant Lender's Main Facility Rateable Portion of the Advance and
all reasonable costs and expenses incurred by the Relevant Facility 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 Relevant Agent; provided, however, that notwithstanding such
obligation, if such Relevant Lender fails to so pay, the Borrower covenants and
agrees that without prejudice to any rights such Borrower may have against such
Relevant Lender, it shall reimburse such amount to the Relevant Facility Agent
forthwith after demand therefor by the Relevant Facility Agent. The amount
payable to the Relevant Facility Agent pursuant hereto shall be as set forth in
a certificate delivered by the Relevant Facility Agent to such Relevant 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 Relevant Lender makes the
payment to the Relevant Facility Agent required herein, such Relevant Lender
shall be considered to have made its Main Facility Rateable Portion of the
Advance for purposes of this Agreement and the Relevant Facility Agent shall
make appropriate entries in the books of account maintained by the Relevant
Facility Agent.

(c)     The failure of any Lender to make its Main Facility Rateable Portion of
any Advance shall not relieve any other Lender of its obligation, if any,
hereunder to make its Main Facility Rateable Portion of such Advance on the
Drawdown Date, but no Lender shall be responsible for the failure of any other
Lender to make the Main Facility Rateable Portion of the Advance to be made by
such other Lender on the date of any Advance.

(d)     Where a Drawdown under the Facility and a repayment of an Advance under
the Facility are to occur on the same day, the Relevant Facility Agent shall not
make available to the relevant Borrower the amount of the Advance to be drawn
down until the Relevant Facility 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 on the part of the Relevant Facility Agent, the risk of non-receipt
of the amount to be repaid is that of the Relevant Lenders and not of the
Relevant Facility Agent.

(e)     This Section 11.2 shall not apply to Swing Line Advances.

11.3    Remittance of Payments


<PAGE>
                                      -95-


Forthwith after receipt of any repayment of principal or payment of interest or
fees pursuant to any provision of this Agreement, the Relevant Facility Agent
which has received such repayment or payment shall remit to each Relevant Lender
its Main Facility Rateable Portion thereof; provided, however, that the Relevant
Facility Agent shall be entitled to set off against and deduct from any amount
payable to a Relevant Lender any outstanding amounts payable by such Relevant
Lender to the Relevant Facility 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 any Facility Agent, or 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
such Agent forthwith on demand the amount received by it together with all
reasonable costs and expenses incurred by such 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 such Agent to
each Relevant Lender, which certificate shall be conclusive and binding for all
purposes in the absence of manifest error. The Relevant Facility Agent or the
Administrative Agent, as applicable shall make appropriate entries in the
register maintained by it to reflect the foregoing.

11.4    Redistribution 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 Relevant Facility Agent, then such Lender shall,
within two Banking Days following such receipt or recovery, notify the Relevant
Facility 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 Relevant 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 Relevant Lenders is greater (the amount of the excess being herein
called the "excess amount") than the proportion thereof received or recovered by
the Relevant Lender or Relevant 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 Relevant Facility Agent an amount equal to the
excess amount; and

(ii)    the Relevant Agent shall treat the amount received by it from the
Recovering Lender pursuant to paragraph (i) above as if such amount had been
received by it from such Borrower pursuant to its obligations under this
Agreement and shall pay the same to the Persons entitled thereto (including such
Recovering Lender) pro rata to their respective entitlements thereto in


<PAGE>
                                      -96-


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 Relevant Facility Agent pursuant to this Section 11.4(b)(ii).

(c)     If a Relevant Lender that has paid an excess amount to the Relevant
Facility 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 Relevant Lenders shall pay to the Relevant Facility 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 Relevant
Facility Agent pursuant to Section 11.4(b)(ii).

11.5    Duties 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 willful
misconduct. 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 Agent has received a
duly completed and executed assignment in form satisfactory to it;

(ii)    may consult with legal counsel (including the Lenders' Counsel),
independent public accountants and other experts of reputable standing selected
by it and shall not be liable for any action taken or omitted to be taken in
good faith by it in accordance with the advice of such counsel, accountants or
experts;

(iii)   shall incur no liability under or in respect of this Agreement by acting
upon any notice, consent, certificate or other instrument or writing believed by
it to be genuine and signed or sent by the proper party or parties or by acting
upon any representation or warranty of the Borrowers or any Guarantor made or
deemed to be made hereunder;

(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 Relevant Agent by the
Borrowers or any Guarantor.

<PAGE>
                                      -97-



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 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.

11.6    Prompt 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.

11.7    Agent'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 they were not Agents. An Agent may accept
deposits from, lend money to, and generally engage in any kind of business with
the Borrowers and the Subsidiaries or any corporation or other entity owned or
controlled by any of them and any Person which may do business with any of them,
all as if the Agent was not an Agent hereunder and without any duties to account
therefor to the Lenders.

11.8    Lender'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


<PAGE>
                                      -98-


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.

11.9    Indemnification

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. 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 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.

11.10   Successor Agent

The Administrative Agent, Canadian Facility Agent, U.S. Facility Agent, U.K.
Facility Agent or any Consent Facility 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, Canadian Facility
Agent, U.S. Facility Agent, U.K. Facility Agent or any Consent Facility 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. In the event that Scotiabank resigns or is
removed from any one of its roles as Administrative Agent, Canadian Facility
Agent, U.S. Facility Agent, U.K. Facility Agent or Consent Facility Agent
hereunder, Scotiabank and each of its branches, Affiliates and Subsidiaries, as
applicable, shall be deemed to have resigned or been removed from each of its
roles as Administrative Agent, Canadian Facility Agent, U.S. Facility Agent,
U.K. Facility Agent and Consent Facility Agent as at the same effective date.
Upon the acceptance of any appointment hereunder by a Successor Agent, such
Successor Agent shall thereupon become Administrative Agent, Canadian Facility
Agent, U.S. Facility


<PAGE>
                                      -99-


Agent, U.K. Facility Agent and Consent Facility Agent (in each instance where
the retiring Agent was a Consent Facility Agent) hereunder and shall succeed to
and become vested with all the rights, powers, privileges and duties of
Scotiabank and Scotiabank shall thereupon be discharged from its further duties
and obligations as Administrative Agent, Canadian Facility Agent, U.S. Facility
Agent, U.K. Facility Agent and Consent Facility Agent (if applicable) under this
Agreement. After any resignation or removal of Scotiabank 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, Canadian Facility Agent, U.S. Facility Agent, U.K. Facility Agent and
Consent Facility Agent (if applicable) hereunder.

11.11   Taking and Enforcement of Remedies

(a)     Each of the Lenders hereby acknowledges that, to the extent permitted by
Applicable Law, the remedies provided hereunder to the Lenders are for the
benefit of the Lenders collectively and acting together and not severally and
further acknowledges that its rights hereunder are to be exercised not
severally, but collectively by the Administrative Agent upon the decision of the
Lenders regardless of whether declaration or acceleration was made pursuant to
Section 10.2; accordingly, notwithstanding any of the provisions contained
herein, 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 or the Majority Lenders, as applicable, provided
that, notwithstanding the foregoing:

(i)     in the absence of instructions from the Lenders or from the 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 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 or the 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 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


<PAGE>
                                     -100-


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 the Borrowers or any Guarantor by an Agent or the Majority Lenders
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 Borrowers and
the Guarantors 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
Borrowers and the Guarantors hereunder.

11.12   Reliance Upon Lenders

Each Agent shall be entitled to rely upon any certificate, notice or other
document provided to it by a Canadian Lender on behalf of all financial
institutions and Affiliates which together constitute a Lender pursuant to this
Agreement and each Agent shall be entitled to deal with the Lenders with respect
to the matters under this Agreement which are such Agent's responsibilities
without any liability whatsoever to the Lenders for relying upon any
certificate, notice or other document provided to it by such Canadian Lender
notwithstanding any lack of authority of the Canadian Lender to provide the same
or to bind the other financial institutions and Affiliates which together
constitute a Lender.

11.13   Reliance upon Agent

The Borrower and the Guarantors 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 and the Borrowers and the Guarantors 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 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 to communicate with the
Borrowers and the Guarantors 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 Borrowers or the
Guarantors.

11.14   Replacement of Cancelled Commitments


<PAGE>
                                     -101-


If, at any time prior to the Final 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, the Guarantors and the Lender or Lenders whose
Commitment has been cancelled), the Borrowers, the Guarantors and the Substitute
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.

11.15   Disclosure of Information

(a)     The Borrowers agree that, if Celestica has given its prior written
consent to a Person being an assignee or transferee hereunder, then the
Administrative Agent or any Lender may provide any such assignee or transferee
or proposed assignee or transferee pursuant to Section 13.11 with any
information it has concerning the financial condition of the Borrowers and their
Subsidiaries other than information delivered by the Borrowers to the
Administrative Agent and/or the Lenders on a confidential basis which is not in
the public domain; provided that, for greater certainty, nothing in this Section
11.15(a) shall prevent the Administrative Agent or any Lender from disclosing
the terms of this Agreement on a confidential basis to any proposed assignee or
transferee of any Lender; and provided further that consent of the Borrowers
shall not be required if an Event of Default has occurred and is continuing.

(b)     Subject to Section 11.15(a), the Administrative Agent and each of the
Lenders acknowledges the confidential nature of 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 to use
reasonable efforts to prevent the disclosure of such information; provided,
however, that:

(i)     the Administrative Agent or any 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


<PAGE>
                                     -102-


of such notice, shall not preclude disclosure by the Administrative Agent or the
Relevant Lender where legally required in the opinion of Lenders' Counsel. In
any event, the Administrative Agent or Lender will furnish only that portion of
such information which, in the reasonable opinion of the Lenders' Counsel, it is
legally required to disclose and will exercise reasonable efforts to obtain
reliable assurances that confidential treatment will be accorded such
information;

(ii)    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;

(iii)   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;

(iv)    the Administrative Agent and each Lender may disclose all or any part of
such information on a confidential basis to its auditors or to Lenders' Counsel
or other counsel of reputable standing on a confidential basis for the purpose
of seeking or obtaining accounting or legal advice;

(v)     the Administrative Agent and each Lender may disclose such information
on a confidential basis to any Subsidiary or Affiliate of such Agent or Lender
if such disclosure is required in connection with the administration of the
Facility; and

(vi)    if an Event of Default has occurred and is continuing, the
Administrative Agent or any Lender may disclose such information to any other
Agent or other Lenders on a confidential basis in connection with any
discussions regarding or related to the resolution of such Event of Default.

11.16   Adjustments of Rateable Portions

(a)     In connection with any Drawdown (other than a Drawdown of a Swing Line
Advance), Conversion or Rollover or any reimbursement or repayment of an
Obligation, the Administrative Agent shall, in its sole and unfettered
discretion, have the right (but not the obligation) to make adjustments of the
amount of such Drawdown, Conversion or Rollover advanced or paid by such Lender
or the amount of such reimbursement or repayment to be received by such Lender
in order to maintain the balances of the Advances made by each Lender other than
to a Consent Designated Subsidiary in the same portion as the Main Facility
Rateable Portion of each Lender.

(b)     Upon the occurrence of an acceleration under Section 10.1(f), 10.1(g) 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


<PAGE>
                                     -103-


may, by written notice, require such Lender to pay to the Administrative Agent,
for the credit of the other Lenders, in such currency or currencies as the
Administrative Agent may in its discretion determine, such amount as may be
required so as to bring the aggregate of all outstanding Advances made by such
Lender equal to its Global Rateable Portion of the aggregate of all outstanding
Advances. The Administrative Agent shall credit the funds received from such
Lender to any other Lender or Lenders, as it may determine in its discretion, so
as to render the aggregate of the outstanding Advances made by each Lender equal
to the Global Rateable Portion of each Lender of all outstanding Advances.



ARTICLE 12

COSTS, EXPENSES AND INDEMNIFICATION

12.1    Costs 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 Relevant 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. 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.

12.2    Indemnification by the Borrowers

In addition to any liability of each Borrower to any Relevant 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 (i) of
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


<PAGE>
                                     -104-


(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) as a
result of 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.

12.3    Funds

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 Relevant Facility 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.

12.4    General 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 of the
Indemnitees or any of them; and (ii) any Losses with respect to Taxes for which
an Indemnitee may claim an indemnity from an Obligor pursuant to Section 5.8(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 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 Agent possesses relating
thereto; provided, however, that failure to so notify the Indemnifying Party
shall not release it


<PAGE>
                                     -105-


from any liability which it may have on account of the indemnity set forth in
this Section 12.4, except to the extent that the Indemnifying Party shall have
been materially prejudiced by such failure.

(d)     Defence and Settlement. The Indemnifying Party shall have the right, but
not the obligation, to assume the defence of any Claim in any jurisdiction with
legal counsel of reputable standing in order to protect the rights and interest
of the Indemnitees. In such respect, (i) the Indemnifying Party shall require
the consent of the Indemnitees to the choice of legal counsel in connection with
the Claim, which consent shall not be unreasonably withheld or delayed; and (ii)
without prejudice to the rights of the Indemnitees to retain counsel and
participate in the defence of the Claim, the Indemnifying Party and the
Indemnitees shall make all reasonable efforts to co-ordinate their course of
action in connection with the defence of such Claim. The related costs and
expenses sustained in such respect by the Indemnitees shall be at the expense of
the Indemnifying Party, provided that the Indemnifying Party shall only be
liable for the costs and expenses of one firm of separate counsel in addition to
the cost of any local counsel that may be required. If the Indemnifying Party
fails to assume defence of the Claim, the Indemnitees will (upon further notice
to the Borrowers) have the right to undertake, at the expense of the
Indemnifying Party, the defence, compromise or settlement of the Claim on behalf
and for the account and risk of the Indemnifying Party, subject to the right of
the Indemnifying Party to assume the defence of the Claim at any time prior to
settlement, compromise or final determination thereof.

Notwithstanding the foregoing, in the event the Indemnitee, acting reasonably,
does not agree with the manner or timeliness in which the legal counsel of the
Indemnifying Party is carrying on the defence of the Claim, or, pursuant to the
opinion of a reputable counsel retained by the Indemnitee, there may be one or
more legal defences available different from the one carried on by the legal
counsel of the Indemnifying Party, the Indemnitee shall have the right to assume
its own defence in the Claim by appointing its own legal counsel. The costs and
the expenses sustained by the Indemnitee shall be at the expense of the
Indemnifying Party provided that the Indemnifying Party shall only be liable for
the costs and expenses of one firm of separate counsel, in addition to the costs
of any local counsel that may be required.

The Indemnifying Party shall not be liable for any settlement of any Claim
effected without its written consent (which shall not be unreasonably withheld
or delayed). In addition, the Indemnifying Party will not, without the prior
written consent of the Indemnitee (which consent shall not be unreasonably
withheld or delayed), settle, compromise or consent to the entry of any judgment
in or otherwise seek to terminate any Claim or threatened Claim in respect of
which indemnification or contribution may be sought hereunder.

If an offer for settlement made to any Indemnitee which the Indemnifying Party
has recommended for acceptance is rejected by the Indemnitee and the final
liability of the Indemnitee in respect of such action and all related damages is
greater than such offer, the


<PAGE>
                                     -106-


liability of the Indemnifying Party will only be to indemnify the Indemnitee up
to the amount of such offer.

12.5    Environmental Claims

(a)     Indemnity. Subject to paragraphs (b), (c) and (d) below, the Borrowers
agree to indemnify and save harmless the Indemnitees from and against any and
all Losses as a result of any Claims asserted against the Indemnitees by a
Person other than the Indemnitees with respect to any material presence or
Release on, into, onto, under or from any property owned, leased or operated by
any of the Borrowers or any Subsidiary (the "Property") of any Hazardous
Material (as hereinafter defined) 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.
"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.

(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 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.


<PAGE>
                                     -107-


(d)     Defence and Settlement. The provisions of Section 12.4(d) shall apply to
any Claims under this Section 12.5.



ARTICLE 13

GENERAL

13.1    Term

The Facility shall expire on the Final Maturity Date.

13.2    Survival

All covenants, agreements, representations and warranties made herein or in
certificates delivered in connection herewith by or on behalf of the Borrowers
and each Guarantor 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 the Borrowers and each Guarantor to
the Agents, and the Lenders hereunder.

13.3    Benefit 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.

13.4    Notices

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:

7th Floor

12 Concorde Place

Toronto, Ontario, Canada

M3C 3R8

Attention:     Corporate Treasurer

Telecopier:    416-448-2280


<PAGE>
                                     -108-


(ii)    If to the Administrative Agent (in respect of all matters):

The Bank of Nova Scotia

Loan Syndications

44 King Street West, 17th Floor

Toronto, Ontario, Canada

M5H 1H1

Attention:     Managing Director

Telecopier:    416-866-3329

(iii)   If to the Canadian Facility Agent (in respect of all matters):

The Bank of Nova Scotia

International Banking Division

Loan Administration and Agency Services

44 King Street West, 14th Floor

Toronto, Ontario, Canada

M5H lHl

Attention:     Nizar Manji, Assistant Manager

Telecopier:    416-866-5991

(iv)    If to the U.S. Facility Agent:

The Bank of Nova Scotia

International Banking Division

Loan Administration and Agency Service

44 King Street West, 14th Floor

Toronto, Ontario, Canada


<PAGE>
                                     -109-


M5H lHl

Attention:     Nizar Manji, Assistant Manager

Telecopier:    416-866-5991

(v)     if to the U.K. Facility Agent (in respect of all matters):

The Bank of Nova Scotia

Scotia House, 33 Finsbury Square

London, England

EC2A 1BB

Attention:     Marian Staples, Assistant Manager, Loan Operations

Telecopier:    011-44-171-826-5857

(vi)    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 Agents and as an Agent or a Lender may designate by
notice to the Borrowers and the Lenders or Agents, as the case may be.

13.5    Amendment 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 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) change
the Global Rateable Portion of any Lender except for adjustments thereto made by
the Administrative Agent in accordance with the terms of this Agreement, or the
aggregate unpaid principal amount of the Advances, or the number of Lenders
which shall be required for the Lenders to take any action hereunder; (v) amend
the definition of Majority Lenders; (vi) amend or release any Guarantee, except
to the extent that a release of a Guarantee may be effected pursuant to a
transaction subject to Section 13.12 or is otherwise authorized pursuant to the
terms of this Agreement and except to the extent


<PAGE>
                                     -110-


that an amendment, as determined by the Administrative Agent and Lenders'
Counsel, each acting reasonably, does not materially impair the enforceability
of such Guarantee; or (vii) amend this Section 13.5; and provided, further, that
no amendment, waiver or consent, unless in writing and signed by the
Administrative Agent, Swing Line Lender, Issuing Bank or Consent Facility Agent,
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, Issuing Bank or Consent Facility Agent, 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.

13.6    Governing 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.

13.7    Further 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.

13.8    Enforcement and Waiver by the Lenders

Subject to Section 11.11, the Lenders shall have the right at all times to
enforce the provisions of this Agreement and agreements to be delivered pursuant
hereto in strict accordance with the terms hereof and thereof, notwithstanding
any conduct or custom on the part of the Lenders in refraining from so doing at
any time or times. The failure of 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 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.

13.9    Execution 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.


<PAGE>
                                     -111-


13.10   Assignment 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.

13.11   Assignments 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 5.8; or (ii) to any financial institution 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 13.11(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;


<PAGE>
                                     -112-


(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 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.


<PAGE>
                                     -113-


(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 5.8 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 Guarantors as are applicable to the Lenders.

13.12   Certain 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 such Person or continuing company shall become a party to
this Agreement or to the Guarantee provided by such Material Restricted
Subsidiary, 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
shall execute and/or deliver to the Agent an agreement supplemental hereto or to
the Guarantee or Guarantees executed by a Predecessor Corporation or Predecessor
Corporations, as the case may be, in form reasonably satisfactory to the
Administrative Agent and execute and/or deliver such other instruments, if any,
which to the reasonable satisfaction of the Administrative Agent and in the
opinion of Lenders' Counsel are necessary to evidence (i) the assumption by the
Successor Corporation of liability under each Loan Document to which the
Predecessor Corporation is a party for the due and punctual


<PAGE>
                                     -114-


payment of all money payable by the Predecessor Corporation thereunder, and (ii)
the covenant of the Successor Corporation to pay the same and (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 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 5.5 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 shall have been delivered to the Administrative Agent;

(h)     each of the covenants set forth in Section 9.3 shall be satisfied on an
actual and pro forma basis after giving effect to such transaction; and

(i)     no Default or Event of Default shall have occurred and be continuing or
will occur as a result of such transaction.

Sections 13.12(a), (b) and (g) shall not apply to the respective liquidation or
dissolution of Celestica Ireland B.V. and Celestica Power Systems USA Inc.

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)
and (g) in respect of a Corporate Reorganization where 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:


<PAGE>
                                     -115-


(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.

13.13   Location of Lenders

Unless otherwise agreed between the Administrative Agent and Celestica, each
Lender shall be resident in, or have a branch, Subsidiary or Affiliate in each
of Canada, the United States of America and the United Kingdom and each Lender
or a Subsidiary or Affiliate thereof shall be a Canadian Lender, a U.S. Lender
and a U.K. Lender. In respect of any Lender which assigns or shares part of its
Commitment with an Affiliate or Subsidiary, the provisions of Article 11
relating to the appointment and authorization of the Administrative Agent and
the indemnification of the Agents shall apply equally to each such Affiliate and
Subsidiary.

13.14   Set-Off

If an Event of Default has occurred, each Agent and Lender shall have the right
to set off against any accounts, credits or balances maintained by the Obligors
with any Agent or any Lender, any amount due hereunder.

13.15   Time of the Essence

Time shall be of the essence in this Agreement.

13.16   Advertisements

The Administrative Agent and the Lenders agree that prior to any advertisement
with respect to this transaction, the Administrative Agent shall obtain the
written consent of Celestica as to the form and content of such advertisement,
such consent not to be reasonably withheld and to be provided as soon as
practicable.

13.17   Designation

Celestica, as issuer pursuant to the Indenture dated as of November 18, 1996
originally among Celestica International Inc. as issuer and Celestica Inc. and
Celestica Corporation as guarantors (the "Trust Indenture"), as amended, hereby
designates the Facility and all Advances made under


<PAGE>
                                     -116-


this Agreement as "Designated Senior Debt" in accordance with the terms of the
Trust Indenture, subject to the consent of the lenders under the Senior
Unsecured Credit Agreement.



IN WITNESS WHEREOF the parties hereto have executed this Agreement.

               THE BANK OF NOVA SCOTIA,as Administrative Agent

               By:    /s/ Robert Hosie
                      ----------------------------------------
                      Name:  Robert Hosie

                      Title: Managing Director



               By:    /s/ Paul Phillips
                      ----------------------------------------
                      Name:  Paul Phillips

                      Title: Director



               THE BANK OF NOVA SCOTIA,as Canadian Facility Agent

               By:    /s/ Robert Hosie
                      ----------------------------------------
                      Name:  Robert Hosie

                      Title: Managing Director



               By:    /s/ Paul Phillips
                      ----------------------------------------
                      Name:  Paul Phillips

                      Title: Director



               THE BANK OF NOVA SCOTIA,as U.S. Facility Agent

               By:    /s/ Liz Hanson
                      ----------------------------------------


<PAGE>
                                     -117-


                      Name:  Liz Hanson

                      Title: Director











               THE BANK OF NOVA SCOTIA,as U.K. Facility Agent

               By:    /s/ Roger Ellis
                      ----------------------------------------
                      Name:  Roger Ellis

                      Title: Managing Director





               By:    /s/ David Giles
                      ----------------------------------------
                      Name:  David Giles

                      Title: Director



               CELESTICA INC.

               By:

                      Name:  1

                      Title: 1

               By:

                      Name:  1

                      Title: 1




<PAGE>
                                     -118-


DESIGNATED SUBSIDIARIES

               CELESTICA INTERNATIONAL INC.

               By:

                      Name:  1

                      Title: 1

               By:

                      Name:  1

                      Title: 1



               CELESTICA CORPORATION

               By:

                      Name:  1

                      Title: 1

               By:

                      Name:  1

                      Title: 1



               CELESTICA (U.S.) INC.

               By:

                      Name:  1

                      Title: 1

               By:


<PAGE>
                                     -119-


                      Name:  1

                      Title: 1



               CELESTICA LIMITED

               By:

                      Name:  1

                      Title: 1

               By:

                      Name:  1

                      Title: 1





               THE BANK OF NOVA SCOTIA,as Canadian Lender

               By:    /s/ Robert Miret
                      ----------------------------------------
                      Name:  Robert Miret

                      Title: Managing Director

               By:    /s/ Paul Phillips
                      ----------------------------------------
                      Name:  Paul Phillips

                      Title: Director



               THE BANK OF NOVA SCOTIA,as U.S. Lender

               By:

                      Name:  1


<PAGE>
                                     -120-


                      Title: 1

               By:

                      Name:  1

                      Title: 1



               SCOTIABANK EUROPE PLC,as U.K. Lender

               By:    /s/ David Giles
                      ----------------------------------------
                      Name:  David Giles

                      Title: Director

               By:    /s/ Simon Tannett
                      ----------------------------------------
                      Name:  Simon Tannett

                      Title: Associate







               CANADIAN IMPERIAL BANK OF COMMERCE,as Canadian Lender

               By:    /s/ Vlada Dekina
                      ----------------------------------------
                      Name:  Vlada Dekina

                      Title: Director



               CIBC INC.,as U.S. Lender

               By:    /s/ Howard Palmer
                      ----------------------------------------
                      Name:  Howard Palmer


<PAGE>
                                     -121-


                      Title: Executive DirectorCIBC World Markets Corp.,
                             as agent



               CANADIAN IMPERIAL BANK OF COMMERCE, LONDON BRANCH,as U.K. Lender

               By:    /s/ Vlada Dekina
                      ----------------------------------------
                      Name:  Vlada Dekina

                      Title: Director







               ABN-AMRO BANK CANADA,as Canadian Lender

               By:    /s/ Lawrence J. Maloney
                      ----------------------------------------
                      Name:  Lawrence J. Maloney

                      Title: Senior Vice President

               By:    /s/ Rick Van Waterschoot
                      ----------------------------------------
                      Name:  Rick Van Waterschoot

                      Title: Vice President



               ABN-AMRO BANK N.V.,as U.S. Lender

               By:    /s/ Lawrence J. Maloney
                      ----------------------------------------
                      Name:  Lawrence J. Maloney

                      Title: Senior Vice President

               By:    /s/ Rick Van Waterschoot
                      ----------------------------------------
                      Name:  Rick Van Waterschoot


<PAGE>
                                     -122-


                      Title: Vice President



               ABN-AMRO BANK N.V.,as U.K. Lender

               By:    /s/ Lawrence J. Maloney
                      ----------------------------------------
                      Name:  Lawrence J. Maloney

                      Title: Senior Vice President

               By:    /s/ Rick Van Waterschoot
                      ----------------------------------------
                      Name:  Rick Van Waterschoot

                      Title: Vice President





               BANK OF MONTREAL,as Canadian Lender

               By:    /s/ Sean Gallaway
                      ----------------------------------------
                      Name:  Sean Gallaway

                      Title: Associate Asset Portfolio Management









               BANK OF MONTREAL,as U.S. Lender

               By:    /s/ Bruce A. Pietka
                      ----------------------------------------
                      Name:  Bruce A. Pietka

                      Title: Director


<PAGE>
                                     -123-








               BANK OF MONTREAL,as U.K. Lender

               By:    /s/ Sean Gallaway
                      ----------------------------------------
                      Name:  Sean Gallaway

                      Title: Associate Asset Portfolio Management











               ROYAL BANK OF CANADA,as Canadian Lender

               By:    /s/ Tom Fairbrother
                      ----------------------------------------
                      Name:  Tom Fairbrother

                      Title: Senior Account Manager

               By:    /s/ Sandra Lokoff
                      ----------------------------------------
                      Name:  Sandra Lokoff

                      Title: Senior Manager



               ROYAL BANK OF CANADA,as U.S. Lender

               By:    /s/ Sheryl L. Greenberg
                      ----------------------------------------


<PAGE>
                                     -124-


                      Name:  Sheryl L. Greenberg

                      Title: Senior Manager









               ROYAL BANK OF CANADA,as U.K. Lender

               By:    /s/ Tom Fairbrother
                      ----------------------------------------
                      Name:  Tom Fairbrother

                      Title: Senior Account Manager

               By:    /s/ Sandra Lokoff
                      ----------------------------------------
                      Name:  Sandra Lokoff

                      Title: Senior Manager







               BANK OF AMERICA CANADA,as Canadian Lender

               By:    /s/ Jeffrey Armitage
                      ----------------------------------------
                      Name:  Jeffrey Armitage

                      Title: Vice President



<PAGE>
                                     -125-







               BANK OF AMERICA N.A.,as U.S. Lender

               By:    /s/ Jacqueline Ho
                      ----------------------------------------
                      Name:  Jacqueline Ho

                      Title: Vice President









               BANK OF AMERICA N.A.,as U.K. Lender

               By:    /s/ Jacqueline Ho
                      ----------------------------------------
                      Name:  Jacqueline Ho

                      Title: Vice President











               NATIONAL WESTMINSTER BANK Plc,as U.S. Lender

               By:    /s/ Robin Slinger
                      ----------------------------------------
                      Name:  Robin Slinger

                      Title: Senior Corporate Manager

               By:    /s/ Stephen David Hall
                      ----------------------------------------


<PAGE>
                                     -126-


                      Name:  Stephen David Hall

                      Title: Senior Corporate Manager



               NATIONAL WESTMINSTER BANK Plc,as U.K. Lender

               By:    /s/ Robin Slinger
                      ----------------------------------------
                      Name:  Robin Slinger

                      Title: Senior Corporate Manager

               By:    /s/ Stephen David Hall
                      ----------------------------------------
                      Name:  Stephen David Hall

                      Title: Senior Corporate Manager



               THE BANK OF NOVA SCOTIA (on its own account and not as agent),as
Canadian Lender in respect of the Commitment of NATIONAL WESTMINSTER BANK Plc

               By:

                      Name:

                      Title:

               By:

                      Name:

                      Title:



               THE TORONTO-DOMINION BANK, as Canadian Lender

               By:    /s/ Grant Wice
                      ----------------------------------------
                      Name:  Grant Wice

                      Title: Vice President




<PAGE>
                                     -127-


               TORONTO-DOMINION (TEXAS), INC., as U.S. Lender

               By:    /s/ Anne Slanis
                      ----------------------------------------
                      Name:  Anne Slanis

                      Title: Vice President



               THE TORONTO-DOMINION BANK, as U.K. Lender

               By:    /s/ H.M. Baker
                      ----------------------------------------
                      Name:  H.M. Baker

                      Title: Vice President

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.14
<SEQUENCE>6
<FILENAME>a2054177zex-4_14.txt
<DESCRIPTION>EXHIBIT 4.14
<TEXT>
<PAGE>

                                                                    Exhibit 4.14


                    FOUR YEAR REVOLVING TERM CREDIT AGREEMENT

                CELESTICA INC. AND CELESTICA INTERNATIONAL INC.,
                                  AS BORROWERS

                                     - AND -



                            THE BANK OF NOVA SCOTIA,
                             AS ADMINISTRATIVE AGENT



                                     - AND -





                 THE FINANCIAL INSTITUTIONS NAMED IN SCHEDULE A,
                                   AS LENDERS



                                U.S. $500,000,000
                    FOUR YEAR REVOLVING TERM CREDIT FACILITY



                            MADE AS OF JULY 31, 2001



                          OSLER, HOSKIN & HARCOURT LLP

                       P.O. BOX 50, 1 FIRST CANADIAN PLACE

                                TORONTO, ONTARIO

<PAGE>


                                TABLE OF CONTENTS


ARTICLE 1   INTERPRETATION...................................................2

   1.1      DEFINITIONS......................................................2
   1.2      HEADINGS........................................................22
   1.3      USE OF DEFINED TERMS............................................22
   1.4      EXTENDED MEANINGS...............................................22
   1.5      CROSS REFERENCES................................................22
   1.6      REFERENCE TO AGENT OR LENDERS...................................22
   1.7      ACCOUNTING TERMS................................................23
   1.8      CONSOLIDATED FINANCIAL STATEMENTS AND CONSOLIDATED ACCOUNTS.....23
   1.9      NON-BANKING DAYS................................................23
   1.10     REFERENCES TO TIME OF DAY.......................................23
   1.11     CURRENCY........................................................24
   1.12     REFERENCES TO STATUTES..........................................24
   1.13     REFERENCES TO AGREEMENTS........................................24
   1.14     CONSENTS AND APPROVALS..........................................24
   1.15     SCHEDULES.......................................................24

ARTICLE 2   THE FACILITY....................................................26

   2.1      ESTABLISHMENT OF THE FACILITY...................................26
   2.2      PURPOSE, NATURE AND TERM OF THE FACILITY........................26
   2.3      TERM AND AVAILABILITY OF ADVANCES...............................26
   2.4      LENDERS' OBLIGATIONS............................................27
   2.5      REPAYMENT OF FACILITY...........................................27
   2.6      PAYMENTS/CANCELLATION OR REDUCTION..............................28
   2.7      EXTENSION OF MATURITY DATE......................................28
   2.8      INTEREST ON BASE RATE CANADA ADVANCES...........................31
   2.9      LIBOR ADVANCES..................................................32
   2.10     METHOD AND PLACE OF PAYMENT.....................................33
   2.11     FEES............................................................33
   2.12     CONVERSION OPTIONS..............................................34
   2.13     EXECUTION OF NOTICES............................................34
   2.14     EVIDENCE OF INDEBTEDNESS........................................34
   2.15     INTEREST ON UNPAID COSTS AND EXPENSES...........................34
   2.16     CRIMINAL RATE OF INTEREST.......................................35
   2.17     COMPLIANCE WITH THE INTEREST ACT (CANADA).......................35
   2.18     NOMINAL RATE OF INTEREST........................................35
   2.19     SWING LINE FACILITY.............................................35
   2.20     INCREASE IN AGGREGATE COMMITMENT AMOUNT TO U.S.$750,000,000.....37

ARTICLE 3   CHANGE OF CIRCUMSTANCES AND INDEMNIFICATION.....................39

   3.1      LENDER REPRESENTATION...........................................39
   3.2      INCREASED COSTS.................................................39
   3.3      ILLEGALITY......................................................40
   3.4      MITIGATION......................................................40
   3.5      TAXES...........................................................42

<PAGE>

                                      -ii-

   3.6      TAX REFUND......................................................44

ARTICLE 4   CONDITIONS PRECEDENT TO DRAWDOWN................................44

   4.1      CONDITIONS FOR FIRST DRAWDOWN...................................44
   4.2      CONDITIONS FOR SUBSEQUENT DRAWDOWNS.............................46

ARTICLE 5   PROVISIONS RELATING TO SUBSIDIARIES.............................47

   5.1      MATERIAL RESTRICTED SUBSIDIARIES TO PROVIDE GUARANTEES..........47
   5.2      UNRESTRICTED SUBSIDIARIES.......................................47

ARTICLE 6   REPRESENTATIONS AND WARRANTIES..................................48

   6.1      REPRESENTATIONS AND WARRANTIES..................................48
   6.2      SURVIVAL OF REPRESENTATIONS AND WARRANTIES......................52
   6.3      DEEMED REPETITION OF REPRESENTATIONS AND WARRANTIES.............53

ARTICLE 7   COVENANTS.......................................................53

   7.1      AFFIRMATIVE COVENANTS...........................................53
   7.2      NEGATIVE COVENANTS..............................................58
   7.3      FINANCIAL COVENANTS.............................................61

ARTICLE 8   DEFAULT AND ACCELERATION........................................61

   8.1      EVENTS OF DEFAULT...............................................61
   8.2      ACCELERATION....................................................64
   8.3      REMEDIES CUMULATIVE AND WAIVERS.................................65
   8.4      SUSPENSION OF LENDERS' OBLIGATIONS..............................65
   8.5      APPLICATION OF PAYMENTS AFTER AN EVENT OF DEFAULT...............65

ARTICLE 9   THE ADMINISTRATIVE AGENT AND ADMINISTRATION OF THE FACILITY.....66

   9.1      AUTHORIZATION OF ACTION.........................................66
   9.2      PROCEDURE FOR MAKING ADVANCES...................................66
   9.3      REMITTANCE OF PAYMENTS..........................................68
   9.4      REDISTRIBUTION OF PAYMENT.......................................68
   9.5      DUTIES AND OBLIGATIONS..........................................69
   9.6      PROMPT NOTICE TO THE LENDERS....................................70
   9.7      AGENT'S AUTHORITY...............................................70
   9.8      LENDER'S INDEPENDENT CREDIT DECISION............................71
   9.9      INDEMNIFICATION.................................................71
   9.10     SUCCESSOR AGENT.................................................71
   9.11     TAKING AND ENFORCEMENT OF REMEDIES..............................72
   9.12     RELIANCE UPON LENDERS...........................................73
   9.13     RELIANCE UPON AGENT.............................................73
   9.14     REPLACEMENT OF CANCELLED COMMITMENTS............................74
   9.15     DISCLOSURE OF INFORMATION.......................................74
   9.16     ADJUSTMENTS OF RATEABLE PORTIONS................................76

<PAGE>

                                     -iii-

ARTICLE 10  COSTS, EXPENSES AND INDEMNIFICATION.............................76

   10.1     COSTS AND EXPENSES..............................................76
   10.2     INDEMNIFICATION BY THE BORROWERS................................77
   10.3     FUNDS...........................................................77
   10.4     GENERAL INDEMNITY...............................................77
   10.5     ENVIRONMENTAL CLAIMS............................................79

ARTICLE 11  GENERAL.........................................................80

   11.1     TERM............................................................80
   11.2     SURVIVAL........................................................80
   11.3     BENEFIT OF THE AGREEMENT........................................80
   11.4     NOTICES.........................................................81
   11.5     AMENDMENT AND WAIVER............................................81
   11.6     GOVERNING LAW...................................................82
   11.7     FURTHER ASSURANCES..............................................82
   11.8     ENFORCEMENT AND WAIVER BY THE LENDERS...........................82
   11.9     EXECUTION IN COUNTERPARTS.......................................83
   11.10    ASSIGNMENT BY THE BORROWERS.....................................83
   11.11    ASSIGNMENTS AND TRANSFERS BY A LENDER...........................83
   11.12    CERTAIN REQUIREMENTS IN RESPECT OF MERGER, ETC..................85
   11.13    LOCATION OF LENDERS.............................................87
   11.14    SET-OFF.........................................................87
   11.15    TIME OF THE ESSENCE.............................................87
   11.16    ADVERTISEMENTS..................................................88
   11.17    DESIGNATION.....................................................88


<PAGE>


Schedules:


<TABLE>

        <S>              <C>  <C>

        Schedule A       -    Lenders

        Schedule B       -    Lenders' Commitments

        Schedule C       -    Applicable Margin and Facility Fee

        Schedule D       -    Quarterly Certificate on Covenants

        Schedule E       -    Conversion Notice

        Schedule F       -    Drawdown Notice and Notice of Swing Line Borrowing

        Schedule G       -    Guarantees

        Schedule H       -    Rollover Notice

        Schedule I       -    Transfer Notice

        Schedule J       -    Mandatory Cost Calculation

        Schedule K       -    Opinions of Counsel

        Schedule L       -    Extension Request

        Schedule M       -    Permitted Encumbrance Certificate

</TABLE>
<Page>


                    FOUR YEAR REVOLVING TERM CREDIT AGREEMENT


                                          MADE as of the 31st day of July, 2001.

B E T W E E N:

                          CELESTICA INC.,
                          a corporation incorporated under the laws of the
                          Province of Ontario,

                                                              OF THE FIRST PART,

                                     - and -



                          CELESTICA INTERNATIONAL INC.,
                          a corporation incorporated under the laws of the
                          Province of Ontario,

                                                             OF THE SECOND PART,

                                     - and -



                          THE BANK OF NOVA SCOTIA,
                          a Canadian chartered bank, as Administrative Agent


                                                              OF THE THIRD PART,

                                     - and -



                         THE FINANCIAL INSTITUTIONS NAMED IN SCHEDULE A,
                         as Lenders,


                                                             OF THE FOURTH PART.

                  WHEREAS Celestica has requested the Lenders to provide, and
the Lenders have agreed to provide, a revolving term credit facility in an
initial aggregate maximum principal amount of U.S.$500,000,000 (which may be
increased up to $750,000,000) to Celestica and Celestica International upon and
subject to the terms and conditions hereinafter set forth;

<PAGE>

                                      -2-

                  AND WHEREAS the Administrative Agent has agreed to act as
agent on behalf of the Lenders with regard to certain matters associated with
the Facility;

                  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

1.1      DEFINITIONS

                  In this Agreement:

"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;

"ACQUIRING LENDERS" has the meaning specified in Section 2.7(b)(iii);

"ACQUISITION DATE" has the meaning specified in Section 2.7(b)(iii);

"ADDITIONAL COMPENSATION" has the meaning specified in Section 3.2;

"ADMINISTRATIVE  AGENT"  means  Scotiabank  when acting in its  capacity as
administrative agent hereunder;

"ADVANCE" means a LIBOR Advance, a Base Rate Canada Advance made by the Lenders
or a Lender, as applicable and "Advances" means all of them;

"AFFECTED LENDER" has the meaning specified in Section 3.4(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;

"AGREEMENT" means this agreement and all Schedules attached hereto as the same
may be amended, restated, replaced or superseded from time to time;

"ALTERNATE LENDERS" has the meaning specified in Section 2.7(b)(iv);

<PAGE>

                                      -3-

"APPLICABLE LAW" means, with respect to any Person, property, transaction or
event, all applicable laws, statutes, rules, regulations, codes, treaties,
conventions, judgements, 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  Ratings
Services (a division of The McGraw-Hill Companies,  Inc.) ("Standard & Poor's"),
Moody's Investors Service,  Inc. ("Moody's") and any other similar agency agreed
to by Celestica and the Administrative Agent;

"APPROVING LENDERS" has the meaning specified in Section 2.7(b);

"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 3.4(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 2.19(j);

"BANKING DAY" means a day, other than a Saturday or a Sunday and, where used in
the context of a notice, delivery, payment or other communication addressed to
the Administrative Agent, which is also a day on which banks are not required or
authorized to close in Toronto, Canada;

"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;

"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 Celestica  International  from time to time and
their respective permitted successors and assigns;

"BUSINESS" means the business of:

          (i)  conducting a broad range of electronics manufacturing services,
               including the manufacturing, assembly and testing of printed
               circuit boards, printed

<PAGE>

                                      -4-

                  circuit board assembly, backplanes, electro-mechanical
                  sub-assembly, memory modules, photonics, opto-electronic
                  assembly, full system assembly, product testing, quality
                  assurance, failure analysis, and other related manufacturing
                  services;

          (ii)    a full range of supply chain management, services such as
                  materials procurement, inventory management, logistics,
                  packaging, distribution, after-market support and
                  refurbishment;

          (iii)   design services including concept and product design, product
                  documentation and data management, prototype services, product
                  qualification, design for manufacturability and new product
                  introduction;

          (iv)    the design, production, distribution and sale of power
                  products; and

          (v)     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  DOLLARS"  and  "CDN.  $"  mean  the  lawful  currency  of  Canada  in
immediately available funds;

"CAPITAL LEASE" means any leasing or similar arrangement which, in accordance
with GAAP, would be classified a capital lease;

"CAPITAL LEASE OBLIGATIONS" means all monetary obligations of Celestica or a
Subsidiary under a Capital Lease and for the purposes of this Agreement and each
other Loan Document, the amount of such obligations shall be the capitalized
amount thereof, determined in accordance with GAAP;

"CASH EQUIVALENTS" means:

     (a)  United States Dollars, Canadian Dollars or Freely Tradeable European
          Currency;

     (b)  bonds, debentures or other evidences of indebtedness issued or
          directly and fully guaranteed or insured by the United States or
          Canadian Government, any agency or instrumentality thereof or, if such
          bonds, debentures or other evidences of indebtedness are rated at
          least A-1 or P-1 by an Approved Credit Rating Agency, of the
          Government of any Province of Canada or any agency or instrumentality
          thereof;

     (c)  any evidence of indebtedness, maturing not more than one year after
          such time, issued or guaranteed by the United States or Canadian
          Government or, if such evidence of indebtedness is rated at least A-1
          or P-1 by an Approved Credit Rating Agency or R1(mid) by Dominion Bond
          Rating Service Limited ("DBRS") by the Government of any Province of
          Canada;

<PAGE>

                                       -5-

     (d)  commercial paper, maturing not more than twelve months from the date
          of issue, which is issued by,

          (i)     a corporation (other than an Obligor or any Affiliate of any
                  Obligor) organized under the laws of any state of the United
                  States, of the District of Columbia, of Canada or of any
                  Province of Canada and rated at least A-1 by Standard & Poor's
                  or P-1 by Moody's or any equivalent rating by another Approved
                  Credit Rating Agency or R1(mid) by DBRS; or

          (ii)    any Lender (or an Affiliate thereof);

     (e)  any certificate of deposit or bankers' acceptance, maturing not more
          than one year after such time, which is issued by either,

          (i)     a commercial banking institution that is a member of the
                  Federal Reserve System and has a combined capital and surplus
                  and undivided profits of not less than U.S. $500,000,000 or a
                  bank that is listed on Schedule I to the Bank Act (Canada); or

          (ii)    any Lender;

     (f)  any repurchase agreement entered into with any Lender (or other
          commercial banking institution of the stature referred to in clause
          (v)(A) which ,

          (i)     is secured by a fully perfected security interest in any
                  obligation of the type described in any of clauses (ii)
                  through (v); and

          (ii)    has a market value at the time such repurchase agreement is
                  entered into of not less than 100% of the repurchase
                  obligation of such Lender (or other commercial banking
                  institution) thereunder;

     (g)  marketable debt securities issued in the United Kingdom by Her
          Majesty's Government;

     (h)  amounts deposited overnight for cash management purposes with a
          commercial banking institution, which banking institution does not
          meet the debt rating criteria set out in paragraph (i) below, with
          whom Celestica or a Restricted Subsidiary has a cash management
          relationship, provided that such amounts, for the purposes of
          inclusion of such amounts in the definition of "Net Funded Debt",
          shall be limited to an aggregate amount of U.S. $30,000,000;

     (i)  amounts deposited overnight with a commercial banking institution
          provided that such institution, or the guarantor of the obligations of
          such institution with respect to such deposits, in each case, has a
          short-term debt rating of A-1 granted by Standard & Poor's or P-1
          granted by Moody's;

<PAGE>

                                       -6-

     (j)  the face amount of certificates of deposit issued in London by an
          authorized institution under the England Banking Act 1987 or a
          Building Society authorized under the England Building Societies Act
          1986 with a short term debt rating, in each case of A-1 granted by
          Standard & Poor's or P-1 granted by Moody's; and

     (k)  Pound Sterling bills of exchange eligible for rediscount at the Bank
          of England;

"CELESTICA" means Celestica Inc., a corporation duly incorporated, organized and
subsisting under the laws of the Province of Ontario, and any successor
corporation;

"CELESTICA CORP." means Celestica Corporation, a corporation duly incorporated,
organized and subsisting under the laws of the State of Delaware, and any
successor 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 corporation;

"CERCLA" means the United States Comprehensive Environmental Response,
Compensation and Liability Act of 1980;

"CERCLIS" means the United States Comprehensive Environmental Response
Compensation Liability Information System List;

"CLAIMS" has the meaning specified in Section 10.4(a);

"CLOSING DATE" means July 31, 2001;

"CODE" means the United States Internal Revenue Code of 1986;

"COMMENCEMENT DATE" means January 1, 1999;

"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 2.20 or
(b) under a Transfer Notice pursuant to Section 11.11;

"CONTINGENT LIABILITY" means any agreement, undertaking or arrangement by which
any Person guarantees, endorses or otherwise becomes or is contingently liable
for the Indebtedness for borrowed monies of any other Person;

"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;

<PAGE>

                                       -7-

"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 2.12;

"CONVERSION NOTICE" means a notice substantially in the form set out in
Schedule E;

"CORPORATE REORGANIZATION" has the meaning specified in Section 11.12;

"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;

"DISSENTING LENDERS" has the meaning specified in Section 2.7(b);

"DRAWDOWN" means a drawdown of an Advance;

"DRAWDOWN DATE" means, in relation to any Advance, the date, which shall be a
Banking Day, on which the Drawdown of such Advance is made by a Borrower
pursuant to a Drawdown Notice;

"DRAWDOWN NOTICE" means a notice substantially in the form set out in Exhibit 1
to Schedule F;

"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;

     (f)  all amounts  deducted in the calculation of Net Income in connection
          with the implicit financing costs of synthetic leases and Permitted
          Securitization Transactions;

<PAGE>

                                       -8-

     (g)  all amounts deducted in the calculation of Net Income in determining
          all non-recurring charges; and

     (h)  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.

     (i)  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

     (j)  If such newly acquired Restricted Subsidiary or operation:

          (i)     was not, immediately prior to such acquisition, accounted for
                  on a stand-alone basis; or

          (ii)    was immediately prior to such acquisition, accounted for on a
                  stand-alone basis but, in the determination of the
                  Administrative Agent acting reasonably, the business of such
                  newly acquired Restricted Subsidiary or operation will not be
                  conducted by Celestica or its Restricted Subsidiary, as the
                  case may be, in substantially the same form or the same manner
                  as conducted by the vendor immediately prior to such
                  acquisition,

then subject to the satisfaction of the Administrative Agent and the Majority
Lenders with the method of determination thereof acting reasonably, EBITDA for
such newly acquired Restricted Subsidiary or operation will be determined having
regard to historical financial results together with, and having regard to,
contractual arrangements and any other changes made or proposed to be made by
Celestica or its Restricted Subsidiary, as the case may be, to the business of
such newly acquired Restricted Subsidiary or operation;

"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;

"ERISA" means the United States Employee Retirement Income Security Act of 1974;

<PAGE>

                                       -9-

"EURO" means the single currency of the European Union introduced on the
Commencement Date;

"EVENT OF DEFAULT" means any of the events described in Section 8.1;

"EXEMPTED JURISDICTION" has the meaning specified in Section 11.12;

"EXTENSION REQUEST" means a request made in writing by Celestica to the
Administrative Agent substantially in the form set out in Schedule L;

"FACILITY" means the four year revolving term credit facility in an initial
aggregate principal amount of U.S.$500,000,000 to be made available to the
Borrowers as set forth in Article 2 as same may be increased and/or extended
subject to the terms set forth herein;

"FACILITY FEE" has the meaning specified in Section 2.11(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:

     (a)  the weighted average of the rates on overnight federal funds
          transactions with members of the Federal Reserve System arranged by
          federal funds brokers as published for such day (or, if such day is
          not a Banking Day, for the next preceding Banking Day) by the Federal
          Reserve Bank of New York, or

     (b)  for any Banking Day on which such rate is not so published by the
          Federal Reserve Bank of New York, the average of the quotations for
          such day for such transactions received by the Administrative Agent
          from three federal funds brokers of recognized standing selected by
          the Administrative Agent in consultation with Celestica;

"FINAL MATURITY DATE" means the day which is one year from the Maturity Date;

"FREELY TRADEABLE EUROPEAN CURRENCY" means Pounds Sterling and, so long as it
trades on a LIBOR equivalent basis and is freely convertible to Canadian Dollars
and to United States Dollars, the Euro;

"GAAP" has the meaning specified in Section 1.7;

"GLOBAL RATEABLE PORTION" means, with respect to any Lender, at any time, the
ratio, expressed as a decimal fraction, of:

     (a)  such Lender's Commitment at such time to

     (b)  the aggregate of the Commitments of all of the Lenders at such time;

<PAGE>

                                       -10-

"GUARANTEES" means the guarantees of each of the Guarantors substantially in the
form set forth in Schedule G;

"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" has the meaning specified in Section 10.5(a);

"HEDGING OBLIGATIONS" means, with respect to any Person, all liabilities of such
Person under interest rate swap agreements, interest rate cap agreements,
interest rate collar agreements and all such other agreements or arrangements
designed to protect such Person against fluctuations in interest rates;

"INDEBTEDNESS" of any Person means, without duplication:

     (a)  all obligations of such Person for borrowed money and all obligations
          of such Person evidenced by bonds, debentures, notes or other similar
          instruments;

     (b)  all obligations, contingent or otherwise, relative to the face amount
          of all letters of credit, whether drawn or undrawn, and bankers'
          acceptances issued for the account of such Person;

     (c)  all obligations of such Person as lessee under leases which have been
          or should be, in accordance with GAAP, recorded as Capital Leases,
          including liabilities in respect of Capital Leases incurred by such
          Person in connection with sale/leaseback transactions;

     (d)  net liabilities of such Person under all Hedging Obligations or net
          liabilities of such Person under currency, swap, forward or other
          foreign exchange hedging agreements;

     (e)  whether or not so included as liabilities in accordance with GAAP, all
          obligations of such Person to pay the deferred purchase price of
          property or services, and indebtedness (excluding prepaid interest
          thereon), secured by a lien on the property owned or being purchased
          by such Person (including indebtedness arising under conditional sales
          or other title retention agreements), whether or not 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;

<PAGE>

                                       -11-

"INDEMNIFIED PERSON" has the meaning specified in Section 3.5(b);

"INDEMNIFYING PARTY" has the meaning specified in Section 10.4(c);

"INDEMNITEE" has the meaning specified in Section 10.4(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 deferred financing costs and other
non-cash interest expense;

"INTEREST PAYMENT DATE" shall have the meaning set out in Section 2.8;

"INTEREST PERIOD" means relative to any LIBOR Advance, the period commencing on
(and including) the date on which such LIBOR Advance is made or continued as, or
converted into, a LIBOR Advance, and ending on (but excluding) the day which
numerically corresponds to such date one, two, three or six months thereafter
(or, if such month has no numerically corresponding date, on the last Banking
Day of such month) 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;

"LENDERS" means, collectively, the financial institutions set out in Schedule A
and "Lender" shall mean any such financial institution;

"LENDERS" Counsel" means the firm of Osler, Hoskin & Harcourt LLP, Toronto,
Ontario, or such other firm of legal counsel as the Administrative Agent may
from time to time designate;

"LIBO RATE" means, relative to any LIBOR Advance:

     (a)  the rate of interest per annum of the offered quotations for deposits
          in the currency of the relevant Advance 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 "page
          3750" or "page 3740", as applicable (or any replacement pages) by
          "Telerate - The Financial Information Network" published

<PAGE>

                                       -12-

          by Telerate Systems, Inc. (or such other company or service as may be
          nominated by the British Bankers' Association as the information
          vendor for the purpose of displaying British Bankers' Association
          Interest Settlement Rates for deposits in the currency in which the
          LIBOR Advance is requested) 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 display page designated as the page (or any
          replacement page) for the offering of deposits in the currency in
          which the LIBOR Advance is requested (for example, the LIBO page in
          the case of United States Dollars) 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 the currency in which the LIBOR Advance
          is requested in immediately available funds are offered 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 below its signature hereto, or designated in the Transfer
Notice by which a financial institution becomes a Lender pursuant to Section
11.11, 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 this Agreement, the Guarantees provided for herein and
all other agreements, documents or instruments to be executed and delivered to
the Administrative Agent,

<PAGE>

                                       -13-

the Lenders or any of them by the Borrowers, the Guarantors or any of them
hereunder or thereunder or pursuant hereto or thereto;

"LOSSES" has the meaning specified in Section 10.4(a);

"MAIN FACILITY COMMITMENT" means, at any time, the amount, if any, by which the
Commitment of the Swing Line Lender exceeds the Available Swing Line Commitment
at that time;

"MAIN FACILITY RATEABLE PORTION" means, with respect to any Lender, at any time,
subject to adjustment by the Administrative Agent in accordance with Section
9.16 of this Agreement and also subject to Section 2.3 of this Agreement, the
ratio, expressed as a decimal fraction, of:

     (a)  such Lender's Commitment at such time (or, if such Lender is
          Scotiabank, or an affiliate thereof, the Main Facility Commitment) to

     (b)  the aggregate of the Commitments of all of the Lenders (other than
          Scotiabank and its affiliates) at such time and the Main Facility
          Commitment at such time;

"MAJORITY LENDERS" means the Lenders, the Commitments of which are in the
aggregate 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 J;

"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 RESTRICTED SUBSIDIARY" means any 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 7.1(a)(ii); provided, however, that 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 consolidated
assets of the Borrowers and the Restricted Subsidiaries on such date, and in the
event that 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 consolidated
assets of the Borrowers and Restricted Subsidiaries, Celestica shall set out in
a Schedule to the Officer's Certificate to be delivered in accordance with
Section 7.1(a)(iii) the Restricted Subsidiaries which it wishes to designate as
Material Restricted Subsidiaries such that

<PAGE>

                                       -14-

unconsolidated assets of all of the Restricted Subsidiaries which are not
Material Restricted Subsidiaries shall not exceed ten percent (10%) of the
consolidated assets of the Borrowers and Restricted Subsidiaries on such date;

"MATURITY DATE" means July 30, 2005 or, if the Maturity Date has been extended
pursuant to the provisions of Section 2.7, the Final Maturity Date;

"NET FUNDED DEBT" of Celestica, on a consolidated basis, means, at any
particular time and without duplication the amount, by which the aggregate of:

     (a)  on a consolidated basis, determined in accordance with GAAP:

          (i)     the outstanding monetary Obligations at such time;

          (ii)    the Capital Lease Obligations outstanding at such time;

          (iii)   any other Indebtedness for borrowed money (including, without
                  limitation and without duplication, all Indebtedness in
                  respect of bankers' acceptances and letters of credit)
                  outstanding at such time but excluding (A) Permitted
                  Subordinated Indebtedness, and (B) any Indebtedness which, in
                  accordance with GAAP adopted as at the date of incurring such
                  Indebtedness, qualified as equity, so long as the terms
                  governing such Indebtedness are not amended after the date of
                  incurring the Indebtedness in a manner that would have
                  resulted in such Indebtedness not qualifying as equity in
                  accordance with GAAP as adopted as at the date of incurring
                  such Indebtedness;

          (iv)    the net marked-to-market value (positive or negative) of any
                  Hedging Obligations; and

          (v)     any Acquired Indebtedness outstanding at such time;

plus

     (b)  Contingent Liabilities of Celestica or any Restricted Subsidiary in
          existence at such time;

exceeds the aggregate of

     (c)  cash and Cash Equivalents on a consolidated basis;

"NET INCOME" means, for any particular period, net income of Celestica for such
period determined on a consolidated basis in accordance with GAAP;

"NOTICE OF AMOUNT" has the meaning specified in Section 3.2;

<PAGE>

                                       -15-

"NOTICE OF SWING LINE BORROWING" means a notice substantially in the form set
out in Exhibit 2 to Schedule F;

"NOTIFICATION DATE" has the meaning specified in Section 10.5(c);

"OBLIGATIONS" means all obligations (monetary and otherwise) of the Borrowers
arising under or in connection with this Agreement and each other Loan Document;

"OBLIGORS" means, collectively, the Borrowers and the Guarantors and "Obligor"
means any one of them;

"OFFICER'S CERTIFICATE" means a certificate signed by any one of the Chairman of
the Board, the President, the Chief Executive Officer, the Chief Operating
Officer, the Chief Financial Officer, any Senior Vice-President, any
Vice-President, the Treasurer, the Controller, the Assistant Treasurer, the
Secretary or the Assistant Secretary of Celestica;

"OFFICIAL BODY" means any national, federal or provincial government or any
government of any political subdivision thereof, or any agency, authority,
board, central bank, monetary authority, commission, department or
instrumentality thereof, or any court, tribunal, grand jury, mediator or
arbitrator, whether foreign or domestic, or any non-governmental regulatory
authority to the extent that the rules, regulations and orders of such body have
the force of law;

"ORGANIC DOCUMENT" means, relative to any body corporate, its articles of
incorporation, its by-laws and all shareholder agreements, voting trusts and
similar arrangements applicable to any of its Shares;

"OTHER TAXES" means any present or future stamp or documentary taxes or any
other excise or property taxes, charges or similar levies which arise from any
payment made hereunder or from the execution, delivery or registration of, or
otherwise with respect to, any of the Loan Documents, or any other document in
connection herewith;

"OUTSTANDING AMOUNT" has the meaning specified in Section 2.3(c);

"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

<PAGE>

                                       -16-

          Subsidiaries or any corporation, trade or business that is, along with
          the Borrowers, a member of a Controlled Group, may have liability;

"PERMITTED ENCUMBRANCES" means any one or more of the following with respect to
the assets of Celestica or any Restricted Subsidiary:

     (a)  inchoate or statutory Liens for Taxes, assessments and other
          governmental charges or levies which are not delinquent (taking into
          account any relevant grace periods) or the validity of which are
          currently being contested in good faith by appropriate proceedings and
          in respect of which there shall have been set aside a provision or
          reserve (to the extent required by GAAP) in an amount which is
          adequate therefor;

     (b)  inchoate or statutory Liens of contractors, sub-contractors,
          mechanics, workers, suppliers, materialmen, carriers and others in
          respect of construction, maintenance, repair or operation of assets of
          Celestica or the relevant Restricted Subsidiary, or otherwise arising
          in the ordinary course provided that such Liens are related to
          obligations not due or delinquent (taking into account any applicable
          grace or cure periods), are not registered as encumbrances against
          title to any of the assets of Celestica or the relevant Restricted
          Subsidiary and adequate holdbacks are being maintained as required by
          applicable legislation or such Liens are being contested in good faith
          by appropriate proceedings and in respect of which there shall have
          been set aside a provision or reserve (to the extent required by GAAP)
          in an amount which is adequate with respect thereto and provided
          further that such Liens do not, in the aggregate, materially detract
          from the value of the assets of Celestica or any Material Restricted
          Subsidiary encumbered thereby or materially interfere with the use
          thereof in the operation of the business of Celestica or any Material
          Restricted Subsidiary;

     (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 materially interfere with the use
          thereof in the operation of the business of Celestica or any Material
          Restricted Subsidiary;

     (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
          materially interfere with the use thereof in the operation of the
          business of Celestica or any Material Restricted Subsidiary;

     (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

<PAGE>

                                       -17-

          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 materially
          interfere with the use thereof in the operation of the business of
          Celestica or any Material Restricted Subsidiary;

     (f)  Liens securing appeal bonds or other similar Liens arising in
          connection with court proceedings (including, without limitation,
          surety bonds, security for costs of litigation where required by law
          and letters of credit) or any other instrument serving a similar
          purpose;

     (g)  attachments, judgments and other similar Liens arising in connection
          with court proceedings; provided, however, that such Liens are in
          existence for less than 30 days after the entry thereof or the
          execution or other enforcement of such Liens is effectively stayed and
          the claims secured thereby are being actively contested in good faith
          and by appropriate proceedings;

     (h)  Liens given to a public utility or any municipality or governmental or
          other public authority when required by such utility or other
          authority in connection with the operation of the business or the
          ownership of the assets of Celestica or the relevant Restricted
          Subsidiary, provided that such Liens do not have a Material Adverse
          Effect;

     (i)  Purchase Money Obligations arising in the ordinary course of business,
          provided that such Lien is limited to the property so acquired and is
          created, issued or assumed substantially concurrently with the
          acquisition of such property;

     (j)  the right reserved to or vested in any Official Body by any statutory
          provision or by the terms of any lease, licence, franchise, grant or
          permit of any of Celestica or the relevant Restricted Subsidiary, to
          terminate any such lease, licence, franchise, 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 over the assets securitized in connection with any
          Permitted Securitization Transaction;

     (n)  Liens granted by Celestica Corp. pursuant to and in accordance with
          the Synthetic Lease provided that neither Celestica nor any other
          Subsidiary other than

<PAGE>

                                       -18-

          Celestica, Celestica Corp. or Celestica International has any
          liability in respect of such indebtedness;

     (o)  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;

     (p)  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;

     (q)  Liens granted in respect of Shares of Unrestricted Subsidiaries;

     (r)  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; and

     (s)  the Lien perfected by the registration in the Ontario Personal
          Property Registration System of Financing Statement Reference File No.
          078426459, Registration No. 961017 1441 0043 8892 registered on
          October 17, 1996 for a period of 5 years, naming as Business Debtor
          Celestica, Inc. at its address located at 844 Don Mills Rd., 32/737
          North York, Ontario M3C 1V7 by 1201541 Ontario Inc. as Secured Party,
          naming as the secured party's address 161 Bay Street, 49th Floor, P.O.
          Box 700, Canada Trust Tower Toronto, Ontario M5J 2S1 and checking the
          collateral classifications accounts and other, which financing
          statement was amended on October 23, 1996 by Registration No. 961023
          1124 0043 9764 to indicate change of name of the Secured Party to
          Celestica International Inc. pursuant to articles of amendment dated
          October 22, 1996. This registration shall perfect only security
          interests granted in connection with a Loan Agreement made as of
          November 4, 1996, as amended, between Celestica, Inc. (a predecessor
          to Celestica International Inc.) and 1201541 Ontario Inc. (a
          predecessor to Celestica International Inc.), pursuant to which
          Celestica, Inc. borrowed an aggregate principal amount of U.S.
          $200,000,000 from 1201541 Ontario Inc.;

"PERMITTED ENCUMBRANCE CERTIFICATE" means a certificate in the form of Schedule
M;

"PERMITTED SECURITIZATION TRANSACTION" means any transaction providing for the
sale, securitization or other asset-backed financing of (i) trade accounts
receivable of or owing to Celestica or any Restricted Subsidiary not exceeding
30% of the book value thereof in any fiscal

<PAGE>

                                       -19-

year, (ii) inventory of Celestica or any Restricted Subsidiary not exceeding
30% of the book value thereof in any fiscal year, or (iii) contractual
rights related to (i) or (ii) provided that the terms and conditions of the
subject transaction shall be on an Arm's Length basis and on commercially
reasonable and usual terms;

"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, 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;

"POUNDS STERLING" and "L" means the lawful currency of the United Kingdom;

"PREDECESSOR CORPORATION" has the meaning described thereto in Section 11.12;

"PREDECESSOR GUARANTEE" has the meaning described thereto in Section 11.12;

"PROPERTY" has the meaning ascribed thereto in Section 10.5(a);

"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);

"RELEASE" has the meaning specified in Section 6.1(h)(i);

"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 pursuant to and in accordance
with Section 2.9;

"ROLLOVER NOTICE" means a notice substantially in the form of Schedule H;

"SCOTIABANK" means The Bank of Nova Scotia, a Canadian chartered bank;

<PAGE>

                                       -20-


"SENIOR UNSECURED CREDIT AGREEMENT" means the Amended and Restated Credit
Agreement dated as of June 8, 2001 among Celestica and the Subsidiaries of
Celestica designated therein, as borrowers, Scotiabank as Administrative Agent,
Canadian Facility Agent, U.S. Facility Agent and U.K. Facility Agent and
Scotiabank and the Financial Institutions named therein as lenders as same may
be amended, restated, supplemented, extended or replaced from time to time;

"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;

"SPECIAL PURPOSE SUBSIDIARY" means any Subsidiary of Celestica which (a) is
formed for the purpose of effecting any Permitted Securitization Transaction and
engaging in other activities reasonably related thereto, and, where applicable,
(b) is structured as a "bankruptcy-remote subsidiary" in accordance with
customary practices in the asset-backed securitization market;

"SUBSIDIARY" means, with respect to any Person, any corporation, company or
other similar business entity (including, for greater certainty, a Canadian
chartered bank) of which more than fifty per cent (50%) of the outstanding
Shares or other equity interests (in the case of Persons other than
corporations) having ordinary voting power to elect a majority of the board of
directors or the equivalent thereof of such corporation, company or similar
business entity (irrespective of whether at the time Shares of any other class
or classes of the Shares of such corporation, company or similar business entity
shall or might have voting power upon the occurrence of any contingency) is at
the time directly or indirectly owned by such Person, by such Person and one or
more other Subsidiaries of such Person, or by one or more other Subsidiaries of
such Person;

"SUBSTITUTE LENDERS" has the meaning specified in Section 9.14;

"SUCCESSOR AGENT" has the meaning specified in Section 9.10;

"SUCCESSOR CORPORATION" has the meaning specified in Section 11.12(a);

"SWING LINE ADVANCE" means an Advance made pursuant to the provisions of
Section 2.19(a);

"SWING LINE LENDER" means Scotiabank or such other Lender as may have agreed to
act as a Swing Line Lender and to which Scotiabank and Celestica may have agreed
to acting as a Swing Line Lender from time to time;

"SYNTHETIC LEASE" means the Master Lease and Open-end Mortgage dated as of
February 12, 1998 made between Celestica Corp. (under its former name, Celestica
Colorado, Inc.) and BMO Leasing (U.S.) Inc., as same may be amended, restated,
supplemented, extended or replaced from time to time, including, without
limitation, the amendment dated December 31, 1998 pursuant to

<PAGE>

                                       -21-

which Celestica Corp. (under its former name Celestica (USA), Inc.) assumed the
liabilities of Celestica Colorado, Inc. under such Master Lease and Open-end
Mortgage;

"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;

"TANGIBLE NET WORTH" of Celestica, on a consolidated basis, means, at any
particular time, without duplication, the sum, determined in accordance with
GAAP, of:

     (a)  capital stock;

     (b)  preferred stock;

     (c)  paid-in capital;

     (d)  retained earnings; and

     (e)  cumulative translation adjustment (whether positive or negative);

minus the sum of any amounts shown on account of any:

     (f)  patents, patent applications, service marks, industrial designs,
          copyright and trade marks;

     (g)  goodwill and other intangibles; and

     (h)  any equity in, loan to or other investment or interest in an
          Unrestricted Subsidiary whatsoever;

"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;

<PAGE>

                                       -22-

"TORONTO OFFICE" means the office of the Administrative Agent located at 44 King
Street West, 14th Floor, Toronto, Ontario, Canada M5H 1H1 (facsimile:
416-866-5991) or such other address as the Administrative Agent may designate by
notice to Celestica;

"TRANSFER NOTICE" means a notice substantially in the form of Schedule I;

"TRUST INDENTURE" has the meaning specified in Section 11.17;

"UNITED STATES DOLLARS" and "U.S. $" means the lawful currency of the United
States of America in immediately available funds; and

"UNRESTRICTED SUBSIDIARY" means a Subsidiary of Celestica designated by
Celestica as such in accordance with Section 5.2 of this Agreement and any
Subsidiary of an Unrestricted Subsidiary.

1.2      HEADINGS

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.

1.3      USE 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.

1.4      EXTENDED MEANINGS

Words importing the singular number only shall include the plural and vice
versa, and words importing any gender shall include all genders.

1.5      CROSS 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 referenced in the Article, Section or definition to any
Clause are references to such Clause of such Article, Section or definition.

1.6      REFERENCE TO AGENT OR LENDERS

<PAGE>

                                       -23-

Any reference in this Agreement to the Administrative Agent or a Lender shall be
construed so as to include its permitted successors, transferees or assigns
hereunder in accordance with their respective interests.

1.7      ACCOUNTING 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, those Canadian generally accepted accounting principles as now or (except
as provided in clause (a)(iii) of the definition of Net Funded Debt) hereafter
adopted by the Canadian Institute of Chartered Accountants or any successor
thereto ("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 7.3 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 7.3 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.

1.8      CONSOLIDATED 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.

1.9      NON-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.

1.10     REFERENCES TO TIME OF DAY

<PAGE>

                                       -24-

Except as otherwise specified herein, a time of day shall be construed as a
reference to Toronto, Canada time.

Severability

In the event that one or more of the provisions contained in this Agreement
shall be invalid, illegal or unenforceable in any respect under any Applicable
Law, the validity, legality or enforceability of the remaining provisions hereof
shall not be affected or impaired thereby.

1.11     CURRENCY

All monetary amounts in this Agreement refer to United States Dollars unless
otherwise specified.

1.12     REFERENCES 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.

1.13     REFERENCES 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.

1.14     CONSENTS 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.

1.15     SCHEDULES

The following are the Schedules attached hereto and incorporated by reference
and deemed to be part hereof:

<TABLE>

        <S>              <C>  <C>
        Schedule A       -    Lenders
        Schedule B       -    Lenders' Commitments
        Schedule C       -    Applicable Margin and Facility Fee
        Schedule D       -    Quarterly Certificate on Covenants
        Schedule E       -    Conversion Notice
        Schedule F       -    Drawdown Notice and Notice of Swing Line Borrowing
        Schedule G       -    Guarantees
        Schedule H       -    Rollover Notice
</TABLE>

<PAGE>

                                       -25-

<TABLE>

        <S>              <C>  <C>
        Schedule I       -    Transfer Notice
        Schedule J       -    Mandatory Cost Calculation
        Schedule K       -    Opinions of Counsel
        Schedule L       -    Extension Request
        Schedule M       -    Permitted Encumbrance Certificate

</TABLE>

<PAGE>

                                       -26-


                                   ARTICLE 2
                                  THE FACILITY

2.1      ESTABLISHMENT 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 of the Facility available
to the Borrowers as specified in Sections 2.2, 2.3 and 2.19.

2.2      PURPOSE, 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, the repayment of existing indebtedness and for
          commercial paper support.

     (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.

     (c)  Subject to the terms and conditions of this Agreement (including,
          without limitation, Section 2.7) the Facility shall be a revolving
          credit facility and the Borrowers may borrow, repay and reborrow under
          the Facility as they see fit. The Facility shall terminate, subject to
          Section 2.7, on the Maturity Date.

2.3      TERM AND AVAILABILITY 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 Celestica International, 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; and

          (ii)    to Celestica or Celestica International, 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.

     (b)  Each Drawdown of an Advance pursuant to Section 2.3(a)(i) or (ii)
          shall be made by irrevocable Drawdown Notice, which Drawdown Notice
          shall be given by Celestica or Celestica International to the
          Administrative Agent, not later than (y)

<PAGE>

                                       -27-

          10:00 a.m. Toronto, Canada time on the Banking Day prior to the
          relevant Drawdown Date in the case of Base Rate Canada Advances, and
          (z) 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)  A Borrower may not make a Drawdown under the Facility if, as a result
          of such Drawdown, the sum of (i) the aggregate principal amount of all
          LIBOR Advances in United States Dollars outstanding under the
          Facility, plus (ii) the aggregate principal amount of all Base Rate
          Canada 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
          2.6).

     (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.

     (e)  This Section 2.3 shall not apply to Swing Line Advances.

2.4      LENDERS' 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.

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.

2.5      REPAYMENT OF FACILITY

<PAGE>

                                       -28-

     (a)  Provided that the Facility is not prepaid or accelerated in accordance
          with Article 8, each Borrower shall repay the principal amount of all
          Advances made to it outstanding under the Facility, together with
          accrued and unpaid interest thereon, subject to Section 2.6 and
          Section 2.7, on the Maturity Date to the Administrative Agent.

     (b)  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, except in the event of a Rollover
          of an Advance into a lesser amount than the Advance then outstanding
          or a repayment pursuant to paragraph (a) of this Section 2.5 which may
          be in any amount.

2.6      PAYMENTS/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)  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;

     (b)  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;

     (c)  any cancellation shall reduce the Commitment of each Lender on a pro
          rata basis having regard to the Commitment of each Lender; and

     (d)  any such cancellation shall permanently reduce the Facility and may
          not be reinstated.

2.7      EXTENSION OF MATURITY DATE

     (a)  MATURITY DATE. Subject to Section 2.6, this Section 2.7, Section 8.2
          and Section 8.5, 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 under this
          Agreement and the other Loan Documents shall survive.

<PAGE>

                                       -29-

     (b)  EXTENSION OF MATURITY DATE. Not more than 90 days nor less than 60
          days before the Maturity Date, Celestica may request, by delivery of
          an Extension Request (which shall include the consent of all
          Guarantors) to the Administrative Agent, that the Maturity Date be
          extended for an additional period of one year. Within 5 days after
          receipt of such Extension Request, the Administrative Agent shall
          notify each Lender of the Extension Request by Celestica and provide
          each Lender with a copy of such Extension Request. Within 25 days
          after Celestica has delivered such Extension Request, each Lender
          shall give the Administrative Agent notice in writing of its decision
          to agree to so extend or to deny the requested extension (and the
          failure to provide such notice shall be deemed to be a decision to
          deny the requested extension). Within 5 days following the aforesaid
          25 day period, the Administrative Agent shall give written notice to
          Celestica and the Lenders advising as to those Lenders who have agreed
          to the requested extension (for purposes of this Section 2.7, the
          "APPROVING LENDERS") and those Lenders who have not agreed to or who
          have been deemed to have not agreed to the requested extension (for
          purposes of this Section 2.7, the "DISSENTING LENDERS").

          (i)     If all Lenders approve the requested extension, the Facility
                  shall be extended for a further one year and the Facility
                  shall be available until and each Borrower shall repay all
                  Advances and other amounts in accordance with Section 2.5 on
                  the Final Maturity Date.

          (ii)    If Lenders having Commitments equal to at least 66% but less
                  than 100% of the Commitments approve the requested extension
                  then an Approving Lender, at its option, may acquire all or
                  any portion of the rights and obligations of the Dissenting
                  Lenders under the Facility by giving written notice to the
                  Administrative Agent of the portion of the rights and
                  obligations of the Dissenting Lenders which such Approving
                  Lender is prepared to acquire. Such notice shall be given
                  within 10 days following receipt of the notice from the
                  Administrative Agent advising as to the Approving Lenders and
                  the Dissenting Lenders pursuant to Section 2.7(b). If more
                  than one Approving Lender gives notice to the Administrative
                  Agent that it wishes to acquire all or a portion of the rights
                  and obligations of the Dissenting Lenders under the Facility,
                  then each Approving Lender shall, subject to Section
                  2.7(b)((iii) be entitled to acquire its pro rata share of the
                  rights and obligations of the Dissenting Lenders under the
                  Facility. For the purpose of this Section 2.7(b)(ii), the
                  Approving Lenders' pro rata shares shall be determined based
                  on the Commitments (before acquisition under this Section
                  2.7(b)(ii)) of each of the Approving Lenders wishing to
                  acquire a portion of the rights and obligations of the
                  Dissenting Lenders under the Facility. The Administrative
                  Agent shall give written notice to Celestica within five days
                  following the expiry of the time for Approving Lenders to give
                  notice

<PAGE>

                                       -30-

                  of acquisition pursuant to this Section 2.7(b)(ii), of the
                  Commitments of the Dissenting Lenders so acquired.

          (iii)   If one or more of the Approving Lenders (for purposes of this
                  Section 2.7(b)(iii), the "Acquiring Lenders") has given notice
                  to the Administrative Agent that it wishes to acquire all or a
                  portion of the rights and obligations of the Dissenting
                  Lenders under the Facility pursuant to Section 2.7(b)(ii),
                  then, concurrently with the notice given to Celestica pursuant
                  to Section 2.7(b)(ii), the Administrative Agent shall give
                  notice to each of the Acquiring Lenders setting out the
                  Commitments of and the amount of the outstanding Advances made
                  by the Dissenting Lenders to be acquired by each of the
                  Acquiring Lenders in accordance with Section 2.7(b)(ii) and of
                  the date (for purposes of this Section 2.7(b)(iii), the
                  "Acquisition Date") on which the acquisition shall be
                  effective. The Acquisition Date shall be the tenth day
                  following the date of the notice given pursuant to this
                  Section 2.7(b)(iii). At or before 11:00 a.m. (Toronto, Canada
                  time) on the Acquisition Date, each Acquiring Lender shall
                  deposit with or transfer to the Administrative Agent for the
                  account of the Dissenting Lenders an amount equal to the
                  amount of the outstanding credit to be acquired by it pursuant
                  to this Section 2.7(b)(iii). Upon receipt of such amounts, the
                  Administrative Agent shall (i) disburse such amounts to each
                  of the Dissenting Lenders in accordance with their respective
                  entitlement thereto against delivery of forms of Transfer
                  Notice executed by each of the Dissenting Lenders; and (ii)
                  make appropriate entries in the books of account regarding the
                  Facility. The provisions of Section 11.11(b), (c) and (d)
                  shall apply mutatis mutandis to any acquisition pursuant to
                  this Section 2.7(b)(iii). Each acquisition of the outstanding
                  Advances of a Dissenting Lender by an Acquiring Lender shall
                  be subject to the prior consent of Celestica, which consent
                  shall not be unreasonably withheld or delayed, provided that
                  it shall not be unreasonable for Celestica to withhold its
                  consent if such acquisition gives rise to a claim for
                  increased costs pursuant to Article 3 or any obligation on the
                  part of an Obligor to deduct or withhold any Taxes from or in
                  respect of any sum payable under this Agreement, in excess of
                  what would have been the case without such acquisition, but it
                  shall be unreasonable for Celestica to withhold its consent if
                  such Acquiring Lender waives the rights to any benefits under
                  Section 3.5 in respect of the Advances purchased by it
                  pursuant to this clause (iii).

          (iv)    If Lenders having Commitments equal to at least 66% but less
                  than 100% of the Commitments approve the requested extension
                  and if the Acquiring Lenders have not acquired all of the
                  rights and obligations of the Dissenting Lenders pursuant to
                  Section 2.7(b)(iii), then Celestica may, at its option, either
                  (A) locate one or more other financial institutions (for
                  purposes of this Section 2.7(b)(iv), "Alternate Lenders"),
                  satisfactory to
<PAGE>

                                       -31-

                  the Administrative Agent acting reasonably, to become Lenders
                  and to acquire all or a pro rata share of the rights and
                  obligations of the Dissenting Lenders under the Facility which
                  have not been acquired by the Acquiring Lenders or (B) repay
                  to the Administrative Agent on behalf of such Dissenting
                  Lenders all of the outstanding Advances which have been
                  advanced by such Dissenting Lenders and all accrued and unpaid
                  interest and fees thereon without any repayment to any other
                  Lenders. For the purpose of this Section 2.7(b)(iv), the
                  Alternate Lenders' pro rata shares shall be determined based
                  on the Commitments of each of the Alternate Lenders wishing to
                  acquire a portion of the rights and obligations of the
                  Dissenting Lenders under the Facility. If all of the rights
                  and obligations of the Dissenting Lenders have not been
                  acquired by Acquiring Lenders or Alternate Lenders or both or
                  if all of the credit outstanding hereunder which has been
                  extended by such Dissenting Lenders and all accrued and unpaid
                  interest and fees thereon have not been repaid as aforesaid on
                  or before the Maturity Date, there shall be no extension of
                  the Maturity Date and Section 2.7(b)(v) shall apply. If (A)
                  all of the rights and obligations of the Dissenting Lenders
                  have been acquired by Acquiring Lenders and/or Alternate
                  Lenders and/or (B) if all of the Advances outstanding
                  hereunder which have been advanced by such Dissenting Lenders
                  and all accrued and unpaid interest and fees thereon have been
                  repaid as aforesaid on or before the Maturity Date, the
                  Facility shall be extended for a further one year and this
                  Facility shall be available until and each Borrower shall
                  repay all Advances and other amounts in accordance with
                  Section 2.5(b) on the Final Maturity Date.

          (v)     If Lenders having Commitments of less than 66% of the
                  Commitments under the Facility approve the requested extension
                  then the Facility shall be available until, and each Borrower
                  shall repay all Advances and other amounts in accordance with
                  Section 2.5 on the Maturity Date.

A Dissenting Lender shall remain committed to make Advances under the Facility
until the earlier of the date on which the Obligations owing to it are assigned
or repaid as aforesaid and the Maturity Date.

2.8      INTEREST 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. Such interest shall be payable
to the Administrative Agent at its Toronto Office in United States Dollars
quarterly in arrears on the last Banking Day of each of March, June, September
and December (each hereinafter 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 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

<PAGE>

                                       -32-

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.

2.9      LIBOR 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 such
          other period as may be agreed to by the Administrative Agent with the
          consent of the Majority 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 for the
          applicable Interest Period are not available in the London interbank
          market or if for any other reason the Administrative Agent, acting
          reasonably, is unable to determine the applicable LIBO Rate, then the
          relevant LIBOR Advance will not be made, and the Administrative Agent
          will discuss with such Borrower the particular circumstances and
          implications of such event. In the event that such determination is
          made by the Administrative Agent in the case of a proposed Rollover of
          an existing LIBOR Advance or a proposed Conversion of a Base Rate
          Canada 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.

<PAGE>

                                       -33-

     (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 2.12, 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. 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.

2.10     METHOD 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)  All payments of principal, interest and fees hereunder shall be made
          for value at or before 12:00 noon (Toronto, Canada time) 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 9.16, each Lender shall be entitled to its Main
          Facility Rateable Portion of each repayment or prepayment of principal
          of a Base Rate Canada Advance (other than a Swing Line Advance) or a
          LIBOR Advance.

     (d)  Notwithstanding Section 2.9(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
          LIBOR Advance shall be subject to the provisions of Section 10.2.

2.11     FEES

     (a)  During the period commencing on the date hereof and ending on the
          Maturity Date (the "relevant period"), Celestica on behalf of itself
          and Celestica International shall pay to the Administrative Agent for
          the account of the Lenders a fee (the "Facility Fee") calculated at
          the rate per annum set forth in Schedule C on the aggregate
          Commitments (after giving effect to any cancellation and reduction
          pursuant to Sections 2.6 and 2.7) hereunder during the relevant period
          from day to day which fee shall be payable quarterly in arrears.

<PAGE>

                                       -34-

     (b)  Celestica shall pay to the Administrative Agent for its own account
          the fees specified in the letter dated June 26, 2001 addressed by the
          Administrative Agent to Celestica.

2.12     CONVERSION OPTIONS

Subject to the provisions of this Agreement, a Borrower may convert any type of
Advance outstanding under the Facility as follows:

     (a)  provided that no Event of Default has occurred and is continuing, 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;

     (b)  provided that no Event of Default has occurred and is continuing, 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.

2.13     EXECUTION 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.

2.14     EVIDENCE 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, 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. 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 and the amounts the Borrowers have paid from time to
time on account of the principal of and interest on the Advances.

2.15     INTEREST ON UNPAID COSTS AND EXPENSES

<PAGE>

                                       -35-

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 Base Rate Canada. Such
interest shall be determined daily, compounded quarterly in arrears on each
Interest Payment Date in each year and payable on demand.

2.16     CRIMINAL 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)).

2.17     COMPLIANCE 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.

2.18     NOMINAL 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.

2.19     SWING LINE FACILITY

     (a)  SWING LINE ADVANCES. Subject to subsection (b), the Swing Line Lender
          hereby agrees, on the terms and conditions set forth in this
          Agreement, to make Swing Line Advances in United States Dollars to
          Celestica or Celestica International from time to time from the date
          hereof to the Maturity Date.

     (b)  LIMITATION ON SWING LINE ADVANCES. No Swing Line Advance shall be made
          by the Swing Line Lender if:

<PAGE>

                                       -36-

          (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; or

          (ii)    immediately after such Swing Line Advance is made, the
                  aggregate outstanding principal amount of all Advances exceeds
                  the aggregate Commitments.

     (c)  AMOUNT OF EACH SWING LINE ADVANCE. Each Swing Line Advance shall be in
          an aggregate principal amount of U.S. $1,000,000 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, 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 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 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 interest accrued thereon
          to the date of prepayment) to the Administrative Agent for the account
          of the relevant 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 a Base Rate Canada
          Advance. 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 8.2, such Swing

<PAGE>

                                       -37-

          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 (j), 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, 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 the Swing Line Lender had received written
          notice from Celestica or the Administrative Agent that a Default had
          occurred and was continuing.

     (j)  INCREASING OR DECREASING AVAILABLE SWING LINE COMMITMENT. At any time
          and from time to time, Celestica may, by written notice to the
          Administrative Agent, increase or decrease the Available Swing Line
          Commitment, provided that the Available Swing Line Commitment shall at
          no time exceed U.S. $75,000,000 less the amount, if any, that the
          Commitment of the Swing Line Lender has been reduced pursuant to
          Section 2.6 or be less than zero.

2.20     INCREASE IN AGGREGATE COMMITMENT AMOUNT TO U.S.$750,000,000

     (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
          financial institutions (each an "Additional Lender") have agreed to
          make 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 is equal to U.S.
          $750,000,000 (or such lesser amount as may be available following a
          cancellation in part of the Facility pursuant to Section 2.6)). Upon
          receipt of such written notice, each party hereto hereby irrevocably
          authorizes the Administrative Agent to:

<PAGE>

                                       -38-

          (i)     insert the name of the Additional Lender or Affiliate of the
                  Additional Lender (collectively, the "Additional Parties")
                  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 Parties to this
                  Agreement; and

          (iv)    if Advances (other than Swing Line Advances) are outstanding
                  at the time such notice is given, then the Additional Parties
                  shall make available to the Administrative Agent an amount
                  equal to their respective 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,

          whereupon each of the Borrowers, the Administrative Agent, each
          Lender and the Additional Parties shall acquire the same rights and
          assume the same obligations between themselves as they would have
          acquired and assumed had such Additional Parties 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
          2.20.

<PAGE>

                                       -39-


                                   ARTICLE 3
                             CHANGE OF CIRCUMSTANCES
                               AND INDEMNIFICATION

3.1      LENDER REPRESENTATION

Each Lender represents to each of Celestica and Celestica International and the
Administrative Agent that it is resident in Canada for the purposes of the
Income Tax Act (Canada) and that it is beneficially entitled to the principal,
interest and fees payable to it under the Loan Documents. The foregoing
representation shall be 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.

3.2      INCREASED 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 (each such event being hereinafter referred to
as a "change in law") 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, deposit, ratio or
          similar requirements or otherwise imposes any cost on any Lender in
          funding or maintaining all or any of the Advances or its Commitment;
          or

     (c)  has the effect of increasing the amount of overall capital required to
          be maintained by a 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

<PAGE>

                                       -40-

          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, such cost
          and/or such reduction in such return (or such proportion of such
          reduction as is, in the reasonable and bona fide opinion of such
          Lender, attributable to its obligations hereunder), the amount of such
          Additional Compensation (as hereinafter defined) incurred by such
          Lender and supplying reasonable supporting evidence (including, in the
          event of change of Applicable Law, a photocopy of the Applicable Law
          evidencing such change together with a certificate of a duly
          authorized officer of the Lender setting forth the Additional
          Compensation and the basis for calculation of such Additional
          Compensation and an opinion in writing of such Lender's counsel
          confirming such change); provided that the Lender shall not be
          required to disclose any information required to be kept confidential
          by Applicable Law (in which case the requirement of such
          confidentiality shall be supported by an opinion of such Lender's
          Counsel) within ten (10) Banking Days of the date of receipt of any
          Notice of Amount, the amount set out therein (in this Article 3
          referred to as "ADDITIONAL COMPENSATION") shall be paid to the Lender
          by Celestica and Celestica International. 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.

3.3       ILLEGALITY

If, with respect to any Lender, the implementation of any existing provision of
Applicable Law or the adoption of any Applicable Law, or any change therein or
in the interpretation or application thereof by any court or by any statutory
board or commission now or hereafter makes it unlawful for such Lender to make,
fund or maintain all or any portion of an outstanding Advance, to maintain all
or any part of its Commitment hereunder or to give effect to its obligations in
respect of all or any portion of an outstanding Advance, such Lender may, by
written notice thereof to the Borrowers and the other Lenders through the
Administrative Agent (supported, at the request and expense of the Borrowers, by
an opinion of such Lender's counsel), declare the obligations of such Lender
under this Agreement to be terminated whereupon the same shall forthwith
terminate, and the Borrowers to whom such Lender has made Advances shall repay
within the time required by such law (or as promptly as practicable if already
unlawful or at the end of such longer period, if any, as such Lender in its bona
fide opinion may agree) the principal of the Advances made by such Lender. If
any such change shall affect only that portion of such Lender's obligations
under this Agreement that is, in the bona fide opinion of such Lender, severable
from the remainder of this Agreement so that the remainder of this Agreement may
be continued in full force and effect without otherwise affecting any of the
obligations of such Lender or the Borrowers hereunder, such Lender shall declare
its obligations under only that portion so terminated.

3.4      MITIGATION

        (a)  If, in respect of any Lender, circumstances arise which would
             result, upon the giving of notice, in:

<PAGE>

                                       -41-

          (i)     Additional Compensation being paid by a Borrower to a Lender
                  under Section 3.2; or

          (ii)    a reduction of all or any of an Advance by such Lender or the
                  Lender's Commitment pursuant to Section 3.3; or

          (iii)   the prepayment of the portion of the Advances outstanding to
                  it pursuant to Section 3.3; or

          (iv)    the payment of any amount by an Obligor under Section 3.5;

          then such Lender, promptly upon becoming aware of the same and the
          possible results thereof, shall notify the Administrative Agent
          thereof and the Administrative Agent shall notify the Borrowers
          thereof and, in consultation with the Borrowers shall take such steps,
          if any, as such Lender in its bona fide opinion considers appropriate
          to mitigate the effects of such circumstances. Without limiting the
          generality of the foregoing, if it is commercially reasonable, such
          Lender shall make reasonable efforts to limit the incidence of any
          such Additional Compensation and seek recovery for the account of the
          Borrowers upon the Borrower's request and at the Borrower's expense;
          provided that such Lender in its reasonable determination suffers no
          appreciable economic, legal, regulatory or other disadvantage. In all
          events, the Lenders shall promptly co-operate with the Borrowers to
          the extent possible, to rearrange the affected availment to one that
          may not be affected by such change, but failure to effect a change in
          availment shall not relieve the relevant Borrower of its obligation to
          pay the Additional Compensation. Notwithstanding the foregoing
          provisions, a Lender shall only be entitled to rely upon the
          provisions of Section 3.2 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 Lender, where such
          other customers are bound by similar provisions to the foregoing
          provisions of Section 3.2.

     (b)  If any Lender seeks Additional Compensation pursuant to Section 3.2
          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,

<PAGE>

                                       -42-

          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 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.

3.5      TAXES

     (a)  All payments by any Obligor under this Agreement or the Guarantees
          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 3.5), the Lenders or 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

<PAGE>

                                       -43-

                  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 hereto shall not apply with respect to
                  Taxes ("Excluded Taxes") arising by virtue 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 3.5, if
          the Administrative Agent or any Lender (in this Section 3.5, an
          "Indemnified Person") is required at any time (whether before or after
          any Obligor has discharged all of its other obligations hereunder) to
          make any payment on account of any Tax which an Obligor is required to
          withhold in accordance with Section 3.5(a) hereof or for which an
          Obligor is otherwise required to indemnify a Lender or the
          Administrative Agent pursuant to Sections 3.5(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 3.5. An Indemnified Person intending to make
          a claim pursuant to this Section 3.5 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 3.5 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 any other Agent
          or for the Administrative Agent's own account, as applicable, the
          required receipts or other documentary evidence required by Section
          3.5(a)(ii), the Obligor shall indemnify the Lenders or 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

<PAGE>

                                       -44-

          Section 3.5, 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 Agents for the full amount
          of Taxes imposed by any jurisdiction and paid by such Lender or Agent,
          as applicable with respect to any amounts payable pursuant to this
          Section 3.5, 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 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 3.5
          shall survive the payment in full of principal, interest, fees and any
          other amounts payable hereunder and the termination of this Agreement
          and the Guarantees.

3.6      TAX 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 3.5(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 4
                        CONDITIONS PRECEDENT TO DRAWDOWN

4.1      CONDITIONS FOR FIRST DRAWDOWN

<PAGE>

                                       -45-

The following conditions shall be satisfied by the Borrowers on or prior to the
first Drawdown Date after the date hereof:

     (a)  each Obligor shall have duly authorized, executed and delivered to the
          Administrative Agent each of the Loan Documents to which it is a party
          and each such Loan Document shall constitute a legal, valid and
          binding obligation of such Obligor, enforceable against such Obligor
          in accordance with its terms;

     (b)  each Obligor shall have delivered to the Administrative Agent:

          (i)     a certified copy of its Organic Documents,

          (ii)    a certified copy of the resolutions authorizing it to enter
                  into, execute and deliver the Loan Documents to which it is a
                  party and to perform its obligations thereunder;

          (iii)   a certificate as to the incumbency of its officers signing the
                  Loan Documents to which it is a party; and

          (iv)    a certificate of status, good standing or like certificate
                  with respect to such Obligor issued by the appropriate
                  government officials of the jurisdiction of its incorporation;

     (c)  the representations and warranties set forth in Section 6.1 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, by reference to
          the facts and circumstances then existing;

     (d)  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;

     (e)  there shall have been no Material Adverse Change since December 31,
          2000;

     (f)  each Material Restricted Subsidiary shall have executed and delivered
          to the Administrative Agent a Guarantee;

     (g)  Celestica shall have executed and delivered to the Administrative
          Agent a Guarantee of the monetary Obligations of Celestica
          International;

     (h)  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;

     (i)  opinions of Borrowers' Counsel, and local counsel to each Guarantor,
          substantially in form of Schedule K, shall have been delivered to the
          Administrative Agent;

<PAGE>

                                       -46-

     (j)  none of the undertaking, property or assets of the Borrowers or any of
          the Restricted Subsidiaries 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 Celestica and each of the Restricted
          Subsidiaries shall have delivered to the Administrative Agent a
          Permitted Encumbrance Certificate; and

     (k)  the Borrowers shall have paid all fees and expenses relating to the
          Facility provided for in this Agreement which are payable on or prior
          to the first Drawdown Date.

The conditions set forth in this Section 4.1 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.

4.2      CONDITIONS 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 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 6.1 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,
          by reference to the facts and circumstances then existing; and

     (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.

<PAGE>

                                       -47-


                                   ARTICLE 5
                       PROVISIONS RELATING TO SUBSIDIARIES

5.1      MATERIAL RESTRICTED SUBSIDIARIES TO PROVIDE GUARANTEES

     (a)  Each Subsidiary of Celestica which is or becomes a Material Restricted
          Subsidiary shall comply with the requirements of Subsection 7.1(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.

5.2      UNRESTRICTED 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; and (ii) 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 7.3 on a pro-forma (four quarter) basis; and

<PAGE>

                                       -48-

          (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 6
                         REPRESENTATIONS AND WARRANTIES

6.1      REPRESENTATIONS 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 or creation, is duly qualified to do business and is
          qualified as a foreign corporation, company or other entity in each
          jurisdiction where the nature of its business requires such
          qualification, except where the failure to be so qualified would not
          reasonably be likely to have Material Adverse Effect, and has full
          power and authority and holds all requisite governmental licences,
          permits and other approvals to enter into and perform its obligations
          under the Loan Documents to which it is a party and except where
          failure to hold such licenses, permits or approvals would not
          reasonably be likely to have a Material Adverse Effect to own or hold
          under lease its property and to conduct its business substantially as
          currently conducted by it.

     (b)  VALIDITY, ETC. Each Obligor has duly executed and delivered each Loan
          Document to which it is a party and 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;

          (iii)   result in, or require the creation or imposition of, any Lien
                  on any of its properties.

     (d)  GOVERNMENT APPROVAL, REGULATION, ETC. 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

<PAGE>

                                       -49-

          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 financial statements of
          Celestica and its Subsidiaries as at December 31, 2000 fairly present
          the financial condition of Celestica and its Subsidiaries as at such
          date and the results of their operations for the fiscal year then
          ended, in accordance with GAAP consistently applied. Since December
          31, 2000 there has been no Material Adverse Change;

     (f)  LITIGATION, LABOUR CONTROVERSIES, ETC. There is no pending or, to the
          knowledge of Celestica and the Restricted Subsidiaries, threatened
          litigation, action, proceeding, or labour controversy affecting
          Celestica or any of the Restricted Subsidiaries, or any of their
          respective properties, businesses, assets or revenues, which would
          reasonably be likely to have a Material Adverse Effect or purports to
          affect the legality, validity or enforceability of any Loan Document.

     (g)  LICENCES, ETC. AND COMPLIANCE WITH LAWS. All material licences,
          franchises, certificates, consents, rights, approvals, authorizations,
          registrations, orders and permits required under Applicable Law (other
          than Environmental Laws) to enable each of the Borrowers and each
          Restricted Subsidiary to carry on their respective businesses as now
          conducted by them and to own or lease their respective properties have
          been duly obtained and are currently subsisting. Each of the Borrowers
          and each Restricted Subsidiary have complied in all material respects
          with the terms and provisions presently required to be complied with
          by them in all such material licences, franchises, certificates,
          consents, rights, approvals, authorizations, registrations, orders and
          permits and with Applicable Law (other than Environmental Laws) and
          are not in violation of any of the respective provisions thereof if
          such non-compliance or violation would reasonably be likely to have a
          Material Adverse Effect.

     (h)  COMPLIANCE WITH ENVIRONMENTAL LAWS. Each of the Borrowers and the
          Subsidiaries and all facilities and property now or formerly owned,
          operated or leased by them:

          (i)     are and have been in compliance with all Environmental Laws,
                  including, without limitation, with respect to the release,
                  spill, leak, pumping, pouring, emptying, injection, escape,
                  leaching, dumping, spraying, burial, abandonment,
                  incineration, seepage, placement, emission, deposit, issuance,
                  discharge, transportation or disposal ("Release") of any
                  Hazardous Material in or over the water, atmosphere or soil
                  other than for non-compliance with Environmental Laws which
                  would not reasonably be likely to have a Material Adverse
                  Effect;

          (ii)    have no contingent liabilities in connection with any Release
                  or likely Release of Hazardous Materials and have not Released
                  or caused or permitted the Release of Hazardous Materials, and
                  have no knowledge of

<PAGE>

                                       -50-

                  Releases by others, at, on or under any property now or
                  previously owned, operated or leased by the 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;

          (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

<PAGE>

                                       -51-

                  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, including, without limitation, the final prospectus of
          Celestica dated May 23, 2001, is true and accurate in every material
          respect on the date as of which such information is dated or certified
          and as of the date of execution and delivery of this Agreement, and
          such information is not incomplete by omitting to state any material
          fact necessary to make such information not misleading.

     (l)  NO ACTION FOR WINDING-UP OR BANKRUPTCY. There has been no involuntary
          action taken against any of the Borrowers or any Restricted Subsidiary
          for any such corporation's winding-up, dissolution, liquidation,
          bankruptcy, receivership, administration or similar or analogous
          events in respect of such corporation or all or any material part of
          its assets or revenues.

     (m)  TAXES. Each Borrower and each of its Subsidiaries have duly filed on a
          timely basis all tax returns required to be filed by them except where
          such failure to file would not reasonably be likely to have a Material
          Adverse Effect and have paid all Taxes which are due and payable by
          them, and all assessments and re-assessments, and all other Taxes,
          governmental charges, governmental royalties, penalties, interest and
          fines claimed against them, other than those for which liability is
          being contested by them in good faith by appropriate proceedings and
          for which adequate provision has been made where required in
          accordance with GAAP or in respect of which such failure to pay would
          not reasonably be likely to have a Material Adverse Effect, and all
          required instalment payments have been made in respect of Taxes
          payable for the current period for which returns are not yet required
          to be filed except where such failure to pay would not reasonably be
          likely to have a Material Adverse Effect; there are no agreements,
          waivers or other arrangements providing for an extension of time with
          respect of the filing of any tax returns by them or the payment of any
          Taxes except where such agreements, waivers or other arrangements
          would not reasonably be likely to have a Material Adverse Effect;
          there are no actions or proceedings to be taken by any taxation
          authority of any jurisdiction to enforce the payment of any Taxes by

<PAGE>

                                       -52-

          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, "APPLICABLE LAW" shall include any
          federal or provincial pension benefits legislation and the Income Tax
          Act (Canada).

     (o)  REGULATIONS U AND X. No Borrower is engaged in the business of
          extending credit for the purpose of purchasing or carrying margin
          stock. None of the proceeds from the Facility will be used for the
          purpose of purchasing or carrying directly or indirectly margin stock
          or for any other purpose that would constitute this transaction a
          "Purpose Credit" within the meaning of Regulations U and X of the
          Board of Governors of the Federal Reserves System, as any of them may
          be amended from time to time.

     (p)  INVESTMENT COMPANY ACT. No Obligor is an investment company within the
          meaning of 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.

6.2      SURVIVAL OF REPRESENTATIONS AND WARRANTIES

The representations and warranties set out in this Article 6 and in any Loan
Document shall survive the execution and delivery of this Agreement and the
making of any Advances to the

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                                       -53-

Borrowers, notwithstanding any investigations or examinations which may be made
by the Administrative Agent or any Lender or any counsel to any of them.

6.3      DEEMED REPETITION OF REPRESENTATIONS AND WARRANTIES

Each of the representations set out in Section 6.1 shall be true and correct in
all material respects and shall be deemed to be given on the occurrence of the
Drawdown, Conversion or Rollover of an Advance, in each case by reference to the
facts and circumstances existing on the date of such Drawdown, Conversion or
Rollover.

                                    ARTICLE 7
                                    COVENANTS

7.1      AFFIRMATIVE 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
                  September 30, 2001, the unaudited financial statements of
                  Celestica on a consolidated basis, each consisting of a
                  balance sheet, statement of income and statement (in the form
                  customarily prepared by Celestica for internal reporting
                  purposes) of changes in financial position as at the end of
                  such fiscal quarter and for the period commencing with the end
                  of the previous fiscal quarter and ending with the end of such
                  fiscal quarter, together with the figures for the year-to-date
                  and setting forth, in each case, in comparative form to the
                  figures for the corresponding fiscal quarter of the previous
                  fiscal year;

          (ii)    within 120 days after the end of each fiscal year of
                  Celestica, the audited consolidated financial statements of
                  Celestica for such year setting forth the corresponding
                  figures for the previous fiscal year in comparative form,
                  together with the report thereon of an independent auditor of
                  recognized national standing, each consisting of a balance
                  sheet, statement of income and statement of changes in
                  financial position;

          (iii)   within 60 days after the end of each fiscal quarter of
                  Celestica in each fiscal year, commencing with the fiscal
                  quarter ending September 30, 2001, an Officer's Certificate of
                  Celestica substantially in the form of Schedule D stating
                  that:

<PAGE>

                                       -54-


                  (A)    Celestica is in compliance with the covenants set forth
                         in this Article 7 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 a calculation of the ratios referred to in
                         Sections 7.3(a) and (b), and a statement as to the
                         amount and calculation of Tangible Net Worth, Net
                         Funded Debt and EBITDA, in each case as at the last day
                         of the relevant period; 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 consolidated 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
                         7.1(a)(ii);

          (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,
                  including without limitation, particulars of Advances advanced
                  or applied by either of the Borrowers to or for the benefit of
                  Celestica Italia S.r.l. or by any of Celestica's Restricted
                  Subsidiaries to or for the benefit of Celestica Italia S.r.l.

     (b)  CORPORATE STATUS. Subject to transactions undertaken in compliance
          with Section 11.12, Celestica shall remain a corporation duly
          incorporated and validly subsisting under the laws of the Province of
          Ontario and each of the Restricted Subsidiaries shall remain validly
          organized and existing and in good standing under the laws of its
          jurisdiction of formation.

     (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

<PAGE>

                                       -55-

          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)     any change in the name or organization of any of the Borrowers
                  or any Material Restricted Subsidiary and of any change in the
                  location of the registered office or executive office of any
                  of them;

          (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; and

          (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 any Pension Plan which would reasonably be likely
                  to have a Material Adverse Effect and copies of all
                  documentation relating thereto.

     (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.

<PAGE>

                                       -56-

     (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 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

<PAGE>

                                       -57-

          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)  CELESTICA INTERNATIONAL TO REMAIN SUBSIDIARY. Celestica International
          (or its Successor Corporation within the meaning of Section 11.12)
          shall remain a directly or indirectly wholly-owned Subsidiary of
          Celestica.

     (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), 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 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
                         7.1(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 G 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; and (III) cause to be
                  delivered an opinion of counsel to the newly acquired or
                  incorporated Material Restricted Subsidiary substantially in
                  the form of Schedule K, with only those changes which are
                  satisfactory to the Lender's Counsel.

<PAGE>

                                       -58-

          (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.

7.2      NEGATIVE 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 11.12.

     (b)  RESTRICTION ON DISPOSITION OF ASSETS. None of the Borrowers or any
          Restricted Subsidiary shall sell, assign, transfer, lease, convey or
          otherwise dispose of any property, assets or investments, (in each
          case a "sale") other than:

          (i)     sales made in compliance with Section 11.12; or

          (ii)    sales of obsolete equipment in the ordinary course of
                  business; or

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                                       -59-

          (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 (vii) in any fiscal year by the Borrowers and
                  Restricted Subsidiaries 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 in which the Borrowers and
                  Restricted Subsidiaries do not sell fixed assets and
                  associated intellectual property under this clause (vii)
                  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, 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; or

          (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.

     (c)  RESTRICTION ON CERTAIN INTER-COMPANY TRANSACTIONS. Except as otherwise
          permitted by this Section 7.2, none of the Borrowers or any Restricted
          Subsidiary

<PAGE>

                                       -60-

          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 passu with all
          other unsecured Indebtedness of such Obligor and no Obligor shall, or
          shall agree with any other Person to, pay any other Indebtedness in
          priority to payment of all monetary Obligations as and when due.

     (e)  RESTRICTION ON NON-ARM'S LENGTH TRANSACTIONS. The Borrowers shall not,
          and shall not permit any Restricted Subsidiary to, enter into any
          transaction or agreement with any Person which is not at Arm's Length
          with the Borrowers or such Restricted Subsidiary (other than other
          Borrowers, Restricted Subsidiaries or Unrestricted Subsidiaries)
          unless,

          (i)     such transaction or agreement is in the ordinary course of
                  business and is on terms no less favourable to the Borrowers
                  or such Restricted Subsidiary as would be obtainable in a
                  comparable transaction with a Person which is at Arm's Length
                  with the Borrower or such Restricted Subsidiary, and

          (ii)    such transaction or agreement complies with the terms of
                  Section 7.2(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 is permitted pursuant to Section 7.2(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; or

<PAGE>

                                       -61-

          (ii)    provide financial assistance by means of a guarantee to an
                  Unrestricted Subsidiary unless the financial assistance is in
                  the form of a guarantee granted by the immediate parent of
                  such Unrestricted Subsidiary, where such guarantee is (A) made
                  solely for the purpose of facilitating a pledge by the
                  guarantor of Shares of such Unrestricted Subsidiary; and (B)
                  the recourse thereunder is limited to the Shares of the
                  Unrestricted Subsidiary; and (C) a pledge of the Shares of the
                  Unrestricted Subsidiary.

     (i)  RESTRICTIONS ON TRANSACTIONS WITH CELESTICA ITALIA S.R.L. No Borrower
          shall, or shall permit any Restricted Subsidiary to,

          (i)     invest Advances in, contribute equity to, or otherwise apply
                  Advances for the benefit of Celestica Italia S.r.l. except,
                  subject to Section 7.2(i)(ii), by loaning such Advances to
                  Celestica Italia S.r.l.; and

          (ii)    lend Advances to Celestica Italia S.r.l. where the amount of
                  Advances that has been advanced to or for the benefit of
                  Celestica Italia S.r.l. outstanding at such time would exceed
                  U.S.$200,000,000.

7.3      FINANCIAL COVENANTS

     (a)  MINIMUM TANGIBLE NET WORTH. Celestica shall maintain, at all times, a
          minimum Tangible Net Worth in an amount that shall not be less than an
          amount equal to the sum of U.S. $1,750,000,000, plus 50% of cumulative
          annual positive Net Income commencing with the fiscal year ending
          December 31, 2000 and in each subsequent fiscal year.

     (b)  MAXIMUM NET FUNDED DEBT: EBITDA RATIO. Celestica shall maintain a Net
          Funded Debt: EBITDA ratio, calculated on a rolling four quarter basis
          of not more than 3.25:1.0.

     (c)  CALCULATION OF FINANCIAL RATIOS. For the purposes of Sections 7.3(a)
          and (b), all of the calculations shall be made on a consolidated basis
          for Celestica and its Subsidiaries (but for greater certainty,
          excluding Unrestricted Subsidiaries) in accordance with the provisions
          of Sections 1.7 and 1.8.

                                   ARTICLE 8
                            DEFAULT AND ACCELERATION

8.1      EVENTS 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 a 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

<PAGE>

                                       -62-

          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 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 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;

     (d)  a default shall occur in the payment when due, whether by acceleration
          or otherwise, of any Indebtedness (other than as set forth in (a)
          above) of any Borrower or any Restricted Subsidiary having a principal
          amount, individually or in the aggregate, in excess of $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;

     (e)  any judgment or order for the payment of money in excess of
          $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;

     (f)  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;

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                                       -63-

          (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 11.12, or make a general assignment for the benefit of
                  creditors;

          (iii)   in the absence of an application referred to in Section
                  8.1(f)(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 11.12, and such trustee, receiver, receiver and
                  manager, liquidator, sequestrator, administrator or other
                  custodian shall not be discharged within 60 days, provided
                  that the Borrowers hereby expressly authorize the
                  Administrative Agent and each Lender to appear in any court
                  conducting any relevant proceeding relating to any of them or
                  any Restricted Subsidiary during such 60-day period to
                  preserve, protect and defend their rights under the Loan
                  Documents;

          (iv)    permit or suffer to exist the commencement of any bankruptcy,
                  reorganization, debt arrangement, administration or other case
                  or proceeding under any bankruptcy, insolvency or similar law,
                  or any dissolution, winding up, administration or liquidation
                  proceeding, in respect of any Borrower or any Restricted
                  Subsidiary (except as permitted under Section 11.12), 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;

     (g)  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

<PAGE>

                                       -64-

          shall, in the absence of evidence satisfactory to the Administrative
          Agent, acting reasonably, be deemed to control Celestica;

     (h)  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;

     (i)  any Borrower or any governmental authority declares, orders or
          proposes to order a full or partial wind up of any Pension Plan which,
          in either case, would reasonably be likely to have a Material Adverse
          Effect or if any of the following events shall occur with respect to a
          Pension Plan:

          (i)     the institution of any step by a Borrower, any member of its
                  Controlled Group or any other Person to terminate a Pension
                  Plan if, as a result of such termination, the Borrowers or any
                  such member of its Controlled Group would reasonably be likely
                  to be required to make a contribution to such Pension Plan or
                  could reasonably expect to incur a liability or obligation to
                  such Pension Plan which, in either case, would reasonably be
                  likely to have a Material Adverse Effect; or

          (ii)    a contribution failure occurs with respect to any Pension Plan
                  sufficient to give rise to a Lien under Section 302(f) of
                  ERISA.

8.2      ACCELERATION

Upon the occurrence of an Event of Default (other than as set forth in Section
8.1(f) or (g)) 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 8.2, 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

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                                       -65-

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 8.4
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 8.1(f) or (g),
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 8.4 shall apply) shall automatically be
and become immediately due and payable, without notice or demand.

8.3      REMEDIES 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.

8.4      SUSPENSION 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.

8.5      APPLICATION OF PAYMENTS AFTER AN EVENT OF DEFAULT

If any Event of Default shall occur and be continuing, all payments made by the
Borrowers hereunder or payments made pursuant to any of the provisions of any of
the Guarantees shall be applied in the following order:

     (a)  to amounts due hereunder as costs and expenses of the Administrative
          Agent;

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                                       -66-

     (b)  to amounts due hereunder as costs and expenses of the Lenders;

     (c)  to amounts due hereunder as fees;

     (d)  to any other amounts (other than amounts in respect of interest or
          principal) due hereunder;

     (e)  to amounts due hereunder as interest; and

     (f)  to amounts due hereunder as principal.


                                   ARTICLE 9
                          THE ADMINISTRATIVE AGENT AND
                         ADMINISTRATION OF THE FACILITY

9.1      AUTHORIZATION 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 in so acting or
refraining from acting) upon the instructions of the Majority Lenders, and such
instructions shall be binding upon all Lenders; provided, however, that no Agent
shall be required to take any action which exposes 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.

9.2      PROCEDURE 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 9.2(b) (or causing such account to be debited) and, in the
          absence of other arrangements agreed to by the Administrative Agent
          and Celestica in writing, by transferring (or causing to be
          transferred) like funds in accordance with the instructions of the
          Borrower as set forth in the Drawdown Notice in respect of each
          Advance; provided that the obligation of the Administrative Agent
          hereunder shall be limited to taking such steps as are commercially
          reasonable to implement such instructions, which steps once taken
          shall constitute conclusive and binding evidence that such funds were
          advanced hereunder in accordance with the provisions relating thereto
          and the Administrative Agent shall not be liable for any damages,
          claims or costs which may be suffered by the Borrower and occasioned
          by the failure of such Advance

<PAGE>

                                       -67-

          to reach the designated destination, except to the extent such
          damages, claims or costs are the result of the gross negligence or
          wilful misconduct 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 Administrative Agent; provided, however, that
          notwithstanding such obligation, if such Lender fails to so pay, the
          Borrower covenants and agrees that without prejudice to any rights
          such Borrower may have against such Lender, it shall reimburse such
          amount to the Administrative Agent forthwith after demand therefor by
          the Administrative Agent. The amount payable to the Administrative
          Agent pursuant hereto shall be as set forth in a certificate delivered
          by the Administrative Agent to such Lender and such Borrower (which
          certificate shall contain reasonable details of how the amount payable
          is calculated) and shall be conclusive and binding, for all purposes,
          in the absence of manifest error. If such Lender makes the payment to
          the Administrative Agent required herein, such Lender shall be
          considered to have made its Main Facility Rateable Portion of the
          Advance for purposes of this Agreement and the Administrative Agent
          shall make appropriate entries in the books of account maintained by
          the Administrative Agent.

     (c)  The failure of any Lender to make its Main Facility Rateable Portion
          of any Advance shall not relieve any other Lender of its obligation,
          if any, hereunder to make its Main Facility Rateable Portion of such
          Advance on the Drawdown Date, but no Lender shall be responsible for
          the failure of any other Lender to make the Main Facility Rateable
          Portion of the Advance to be made by such other Lender on the date of
          any Advance.

     (d)  Where a Drawdown under the Facility and a repayment of an Advance
          under the Facility are to occur on the same day, the Administrative
          Agent shall not make available to the relevant Borrower the amount of
          the Advance to be drawn down until the Administrative Agent is
          satisfied that it has received irrevocable and irreversible payment of
          the amount to be prepaid or repaid. Notwithstanding the

<PAGE>

                                       -68-

          foregoing, in the absence of gross negligence or wilful misconduct 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 9.2 shall not apply to Swing Line Advances.

9.3      REMITTANCE 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 9.2(b). Forthwith after receipt of any payment of
Facility Fees pursuant to Section 2.11, 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.

9.4      REDISTRIBUTION 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 herein called the "excess amount") than the proportion
          thereof received or recovered by the Lender or Lenders receiving or
          recovering the smallest proportion thereof, then:

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                                       -69-

          (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 Administrative Agent shall treat the amount received by it
                  from the Recovering Lender pursuant to paragraph (i) above as
                  if such amount had been received by it from such Borrower
                  pursuant to its obligations under this Agreement and shall pay
                  the same to the Persons entitled thereto (including such
                  Recovering Lender) pro rata to their respective entitlements
                  thereto in which event, for all purposes in connection
                  herewith, the Recovering Lender shall be deemed only to have
                  received or recovered from such Borrower that portion of the
                  excess amount which is actually paid to the Recovering Lender
                  by the Administrative Agent pursuant to this Section
                  9.4(b)(ii).

     (c)  If a Lender that has paid an excess amount to the Administrative Agent
          in accordance with Section 9.4(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 9.4(b)(ii).

9.5      DUTIES AND OBLIGATIONS

     (a)  Neither the Administrative Agent nor any of its directors, officers,
          agents or employees (and, for purposes hereof, the Administrative
          Agent 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. Without
          limiting the generality of the foregoing, the Administrative Agent:

          (i)     may assume that there has been no assignment or transfer by
                  any means by any Lender of its rights hereunder, unless and
                  until the Administrative Agent has received a duly completed
                  and executed assignment in form satisfactory to it;

          (ii)    may consult with legal counsel (including the Lenders'
                  Counsel), independent public accountants and other experts of
                  reputable standing selected by it and shall not be liable for
                  any action taken or omitted to be taken in good faith by it in
                  accordance with the advice of such counsel, accountants or
                  experts;

          (iii)   shall incur no liability under or in respect of this Agreement
                  by acting upon any notice, consent, certificate or other
                  instrument or writing believed by it to be genuine and signed
                  or sent by the proper party or

<PAGE>

                                       -70-

                  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, the Administrative 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)  The Administrative Agent makes no warranty or representation to any
          Lender nor shall the Administrative 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, the Administrative Agent may,
          but is not obligated to, seek the approval of the Majority Lenders to
          any consents required to be given by the Administrative Agent
          hereunder.

9.6      PROMPT NOTICE TO THE LENDERS

Subject to the provisions of Section 9.5(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.

9.7      AGENT'S AUTHORITY

With respect to its Commitment and the Advances made by it as a Lender, the
Administrative Agent shall have the same rights and powers under this Agreement
as any other Lender and may

<PAGE>

                                       -71-

exercise the same as though they were not Agents. The Administrative Agent may
accept deposits from, lend money to, and generally engage in any kind of
business with the Borrowers and the Subsidiaries or any corporation or other
entity owned or controlled by any of them and any Person which may do business
with any of them, all as if the Administrative Agent was not the Administrative
Agent hereunder and without any duties to account therefor to the Lenders.

9.8      LENDER'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 Administrative Agent that it has not relied, and
will not hereafter rely, on the Administrative Agent (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 the Administrative 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.

9.9      INDEMNIFICATION

Each Lender hereby agrees to indemnify the Administrative Agent (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 the
Administrative 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 the Administrative 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 the
Administrative Agent's gross negligence or wilful misconduct. Without limiting
the generality of the foregoing, each Lender agrees to reimburse the
Administrative Agent promptly upon demand in the proportion specified herein in
respect of any out-of-pocket expenses (including counsel fees) incurred by the
Administrative Agent in connection with the preservation of any rights of 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 Administrative Agent is not reimbursed for such expenses by
the Borrowers.

9.10     SUCCESSOR 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

<PAGE>

                                       -72-

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. In the event that Scotiabank resigns or is removed
from its role as Administrative Agent hereunder, Scotiabank and each of its
branches, Affiliates and Subsidiaries, as applicable, shall be deemed to have
resigned or been removed from its role as Administrative Agent as at the same
effective date. Upon the acceptance of any appointment hereunder by a Successor
Agent, such Successor Agent shall thereupon become Administrative Agent
hereunder and shall succeed to and become vested with all the rights, powers,
privileges and duties of Scotiabank and Scotiabank shall thereupon be discharged
from its further duties and obligations as Administrative Agent under this
Agreement. After any resignation or removal of Scotiabank under this Section
9.10, the provisions of this Article 9 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.

9.11     TAKING AND ENFORCEMENT OF REMEDIES

     (a)  Each of the Lenders hereby acknowledges that, to the extent permitted
          by Applicable Law, the remedies provided hereunder to the Lenders are
          for the benefit of the Lenders collectively and acting together and
          not severally and further acknowledges that its rights hereunder are
          to be exercised not severally, but collectively by the Administrative
          Agent upon the decision of the Lenders regardless of whether
          declaration or acceleration was made pursuant to Section 8.2;
          accordingly, notwithstanding any of the provisions contained herein,
          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 8.2,
          but that any such action shall be taken only by the Administrative
          Agent with the prior written consent of the Lenders or the Majority
          Lenders, as applicable, provided that, notwithstanding the foregoing:

          (i)     in the absence of instructions from the Lenders or from the
                  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;

<PAGE>

                                       -73-

          each of the Lenders hereby further covenants and agrees that upon any
          such written consent being given by the Lenders or the 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 9.11; and each of the Lenders hereby covenants
          and agrees that 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 the Borrowers or any Guarantor by the Administrative
          Agent or the Majority Lenders 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 Borrowers and the Guarantors
          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 Borrowers and the Guarantors hereunder.

9.12     RELIANCE 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 the
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.

9.13     RELIANCE UPON AGENT

The Borrower and the Guarantors 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 and the Borrowers and the Guarantors 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

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                                       -74-

Default) with respect to all matters under this Agreement 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 to communicate with the
Borrowers and the Guarantors 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 9 are for the benefit
of the Administrative Agent and the Lenders and, except for the provisions of
Sections 9.2, 9.12, 9.13 and 9.14, may not be relied upon by the Borrowers or
the Guarantors.

9.14     REPLACEMENT 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, the
Guarantors and the Lender or Lenders whose Commitment has been cancelled), the
Borrowers, the Guarantors and the Substitute 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.

9.15     DISCLOSURE OF INFORMATION

     (a)  The Borrowers agree that, if Celestica has given its prior written
          consent to a Person being an assignee or transferee hereunder, then
          the Administrative Agent or any Lender may provide any such assignee
          or transferee or proposed assignee or transferee pursuant to Section
          11.11 with any information it has concerning the financial condition
          of the Borrowers and their Subsidiaries other than information
          delivered by the Borrowers to the Administrative Agent and/or the
          Lenders on a confidential basis which is not in the public domain;
          provided that, for greater certainty, nothing in this Section 9.15(a)
          shall prevent the Administrative Agent or any Lender from disclosing
          the terms of this Agreement on a confidential basis to any proposed
          assignee or transferee of any Lender; and provided further that
          consent of the Borrowers shall not be required if an Event of Default
          has occurred and is continuing.

     (b)  Subject to Section 9.15(a), the Administrative Agent and each of the
          Lenders acknowledges the confidential nature of the financial,
          operational and other information and data provided and to be provided
          to it by the Borrowers pursuant

<PAGE>

                                       -75-

          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 to use reasonable efforts to prevent the disclosure of
          such information; provided, however, that:

          (i)     the Administrative Agent or any 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 Lender
                  will make reasonable efforts to provide Celestica with prompt
                  written notice of any such compellable disclosure so that
                  Celestica may seek a protective order or other appropriate
                  remedy or relief to prevent such disclosure from being made.
                  The failure to deliver such notice or, where applicable, the
                  giving of such notice, shall not preclude disclosure by the
                  Administrative Agent or the Lender where legally required in
                  the opinion of Lenders' Counsel. In any event, the
                  Administrative Agent or Lender will furnish only that portion
                  of such information which, in the reasonable opinion of the
                  Lenders' Counsel, it is legally required to disclose and will
                  exercise reasonable efforts to obtain reliable assurances that
                  confidential treatment will be accorded such information;

          (ii)    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;

          (iii)   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;

          (iv)    the Administrative Agent and each Lender may disclose all or
                  any part of such information on a confidential basis to its
                  auditors or to Lenders' Counsel or other counsel of reputable
                  standing on a confidential basis for the purpose of seeking or
                  obtaining accounting or legal advice;

          (v)     the Administrative Agent and each Lender may disclose such
                  information on a confidential basis to any Subsidiary or
                  Affiliate of the Administrative Agent or Lender if such
                  disclosure is required in connection with the administration
                  of the Facility; and

<PAGE>

                                       -76-

          (vi)    if an Event of Default has occurred and is continuing, the
                  Administrative Agent or any Lender may disclose such
                  information to any other Agent or other Lenders on a
                  confidential basis in connection with any discussions
                  regarding or related to the resolution of such Event of
                  Default.

9.16     ADJUSTMENTS 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 in the same portion as
          the Main Facility Rateable Portion of each Lender.

     (b)  Upon the occurrence of an acceleration under Section 8.1(f), 8.1(g) or
          8.2, 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
          9.16(a)) of the aggregate of all outstanding Advances, the
          Administrative Agent may, by written notice, require such Lender to
          pay to the Administrative Agent, for the credit of the other Lenders,
          in such currency or currencies as the Administrative Agent may in its
          discretion determine, such amount as may be required so as to bring
          the aggregate of all outstanding Advances made by such Lender equal to
          its Global Rateable Portion of the aggregate of all outstanding
          Advances. The Administrative Agent shall credit the funds received
          from such Lender to any other Lender or Lenders, as it may determine
          in its discretion, so as to render the aggregate of the outstanding
          Advances made by each Lender equal to the Global Rateable Portion of
          each Lender of all outstanding Advances.

                                   ARTICLE 10
                       COSTS, EXPENSES AND INDEMNIFICATION

10.1     COSTS 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

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                                       -77-

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.

10.2     INDEMNIFICATION BY THE BORROWERS

In addition to any liability of each Borrower to any Lender or the
Administrative Agent under any other provision hereof, each Borrower shall
indemnify the Lenders and the Administrative Agent and hold each Lender and the
Administrative Agent harmless against any reasonable costs or expenses incurred
by a Lender or the Administrative Agent as a result (i) of 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) as a result of the prepayment or repayment by such
Borrower of any LIBOR Advance prior to its date of maturity or the last day of
the then current Interest Period for such Advance.

10.3     FUNDS

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.

10.4     GENERAL INDEMNITY

     (a)  INDEMNITY. Subject to paragraphs (b), (c) and (d) below, the Borrowers
          agree to indemnify and save harmless the Administrative Agent, 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;

<PAGE>

                                       -78-

          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 of the Indemnitees or any of them; and
          (ii) any Losses with respect to Taxes for which an Indemnitee may
          claim an indemnity from an Obligor pursuant to Section 3.5(b) of this
          Agreement.

     (c)  NOTIFICATION. Whenever a Lender or the Administrative 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 10.4, the Lender or 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 Administrative 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 10.4,
          except to the extent that the Indemnifying Party shall have been
          materially prejudiced by such failure.

     (d)  DEFENCE AND SETTLEMENT. The Indemnifying Party shall have the right,
          but not the obligation, to assume the defence of any Claim in any
          jurisdiction with legal counsel of reputable standing in order to
          protect the rights and interest of the Indemnitees. In such respect,
          (i) the Indemnifying Party shall require the consent of the
          Indemnitees to the choice of legal counsel in connection with the
          Claim, which consent shall not be unreasonably withheld or delayed;
          and (ii) without prejudice to the rights of the Indemnitees to retain
          counsel and participate in the defence of the Claim, the Indemnifying
          Party and the Indemnitees shall make all reasonable efforts to
          co-ordinate their course of action in connection with the defence of
          such Claim. The related costs and expenses sustained in such respect
          by the Indemnitees shall be at the expense of the Indemnifying Party,
          provided that the Indemnifying Party shall only be liable for the
          costs and expenses of one firm of separate counsel in addition to the
          cost of any local counsel that may be required. If the Indemnifying
          Party fails to assume defence of the Claim, the Indemnitees will (upon
          further notice to the Borrowers) have the right to undertake, at the
          expense of the Indemnifying Party, the defence, compromise or
          settlement of the Claim on behalf and for the account and risk of the
          Indemnifying Party, subject to the right of the Indemnifying Party to
          assume the defence of the Claim at any time prior to settlement,
          compromise or final determination thereof.

Notwithstanding the foregoing, in the event the Indemnitee, acting reasonably,
does not agree with the manner or timeliness in which the legal counsel of the
Indemnifying Party is carrying on the defence of the Claim, or, pursuant to the
opinion of a reputable counsel retained by the Indemnitee, there may be one or
more legal defences available different from the one carried on

<PAGE>

                                       -79-

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.

10.5     ENVIRONMENTAL CLAIMS

     (a)  INDEMNITY. Subject to paragraphs (b), (c) and (d) below, the Borrowers
          agree to indemnify and save harmless the Indemnitees from and against
          any and all Losses as a result of any Claims asserted against the
          Indemnitees by a Person other than the Indemnitees with respect to any
          material presence or Release on, into, onto, under or from any
          property owned, leased or operated by any of the Borrowers or any
          Subsidiary (the "PROPERTY") of any Hazardous Material (as hereinafter
          defined) 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. "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.

<PAGE>

                                       -80-

     (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 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
          10.5, 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 10.4(d) shall apply
          to any Claims under this Section 10.5.

                                   ARTICLE 11
                                     GENERAL

11.1     TERM

The Facility shall expire on the Maturity Date.

11.2     SURVIVAL

All covenants, agreements, representations and warranties made herein or in
certificates delivered in connection herewith by or on behalf of the Borrowers
and each Guarantor 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 the Borrowers and each Guarantor to
the Administrative Agent, and the Lenders hereunder.

11.3     BENEFIT 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 Administrative Agent and the Lenders.

<PAGE>

                                       -81-

11.4     NOTICES

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:

                  7th Floor
                  12 Concorde Place
                  Toronto, Ontario, Canada
                  M3C 3R8

                  Attention:       Corporate Treasurer
                  Telecopier:      416-448-2280

          (ii)    If to the Administrative Agent (in respect of all matters):

                  The Bank of Nova Scotia
                  Loan Syndications
                  44 King Street West, 17th Floor
                  Toronto, Ontario, Canada
                  M5H 1H1

                  Attention:       Managing Director
                  Telecopier:      416-866-3329

          (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.

11.5     AMENDMENT 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 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

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                                       -82-

Advances or any other amounts payable hereunder; (iv) change the Global Rateable
Portion of any Lender except for adjustments thereto made by the Administrative
Agent in accordance with the terms of this Agreement, or the aggregate unpaid
principal amount of the Advances, or the number of Lenders which shall be
required for the Lenders to take any action hereunder; (v) amend the definition
of Majority Lenders; (vi) amend or release any Guarantee, except to the extent
that a release of a Guarantee may be effected pursuant to a transaction subject
to Section 11.12 or is otherwise authorized pursuant to the terms of this
Agreement and except to the extent that an amendment, as determined by the
Administrative Agent and Lenders' Counsel, each acting reasonably, does not
materially impair the enforceability of such Guarantee; or (vii) amend this
Section 11.5; and provided, further, that no amendment, waiver or consent,
unless in writing and signed by the Administrative Agent or Swing Line Lender,
as applicable, in addition to the Lenders required herein above to take such
action, affects the rights or duties of the Administrative Agent or Swing Line
Lender, 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.

11.6     GOVERNING 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
Administrative Agent, 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 Administrative Agent, 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.

11.7     FURTHER 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.

11.8     ENFORCEMENT AND WAIVER BY THE LENDERS

Subject to Section 9.11, the Lenders shall have the right at all times to
enforce the provisions of this Agreement and agreements to be delivered pursuant
hereto in strict accordance with the terms hereof and thereof, notwithstanding
any conduct or custom on the part of the Lenders in refraining from so doing at
any time or times. The failure of 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 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.

<PAGE>

                                       -83-

11.9     EXECUTION 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.

11.10    ASSIGNMENT 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 5, without the
prior written consent of all of the Lenders, which consent shall not be
unreasonably withheld.

11.11    ASSIGNMENTS 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 11.11(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 3, 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. $25,000,000 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 3 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 3.5; or (ii) to any financial institution 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 11.11(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.

<PAGE>

                                       -84-

     (c)  If any Lender wishes to assign all or any of its rights, benefits
          and/or obligations hereunder as contemplated in Section 11.11(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 11.11(a) delivered to the
                  relevant assignee by the Administrative Agent unless an Event
                  of Default has occurred and is continuing in which case
                  consent of Celestica shall not be required;

          (ii)    the delivery to and countersignature by the 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 11.11(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 11.11(c)) by each of the parties hereto
                  to accept such transferee (subject to

<PAGE>

                                       -85-

                  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 11.11(c); and

          (iii)   the provisions of this Agreement shall apply to the contract
                  between the parties thereto arising as a result of acceptance
                  of such offer.

     (e)  The Administrative Agent shall not be obliged to accept any Transfer
          Notice received by it hereunder and no such Transfer Notice may take
          effect on any day on or after the receipt by the Administrative Agent
          of a Drawdown Notice and prior to the date for the making of the
          proposed Advance.

     (f)  No transfer pursuant to this Section 11.11 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 3 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, or
          such Lender and participant waive the right to any benefits under
          Section 3.5 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 Guarantors as are applicable to the Lenders.

11.12    CERTAIN 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

<PAGE>

                                       -86-

continuing company (a "Corporate Reorganization"), provided that it may do so
(and if the Predecessor Corporation is a Borrower or a Material Restricted
Subsidiary such Person or continuing company shall become a party to this
Agreement or to the Guarantee provided by such Material Restricted Subsidiary,
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 shall execute and/or deliver to the Administrative Agent an
          agreement supplemental hereto or to the Guarantee or Guarantees
          executed by a Predecessor Corporation or Predecessor Corporations, as
          the case may be, in form reasonably satisfactory to the Administrative
          Agent and execute and/or deliver such other instruments, if any, which
          to the reasonable satisfaction of the Administrative Agent and in the
          opinion of Lenders' Counsel are necessary to evidence (i) the
          assumption by the Successor Corporation of liability under each Loan
          Document to which the Predecessor Corporation is a party for the due
          and punctual payment of all money payable by the Predecessor
          Corporation thereunder, and (ii) the covenant of the Successor
          Corporation to pay the same and (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 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 3.2 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 4.1 shall have been delivered to the
          Administrative Agent;

     (h)  each of the covenants set forth in Section 7.3 shall be satisfied on
          an actual and pro forma basis after giving effect to such transaction;
          and

<PAGE>

                                       -87-

     (i)  no Default or Event of Default shall have occurred and be continuing
          or will occur as a result of such transaction.

Sections 11.12(a), (b) and (g) shall not apply to the respective liquidation or
dissolution of Celestica Ireland B.V. and Celestica Power Systems USA Inc.

This Section 11.12 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 11.12(b)
and (g) in respect of a Corporate Reorganization where 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 7.1(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.

11.13    LOCATION OF LENDERS

Unless otherwise agreed between the Administrative Agent and Celestica, each
Lender shall be resident in Canada. In respect of any Lender which assigns or
shares part of its Commitment with an Affiliate or Subsidiary, the provisions of
Article 9 relating to the appointment and authorization of the Administrative
Agent and the indemnification of the Administrative Agent shall apply equally to
each such Affiliate and Subsidiary.

11.14    SET-OFF

If an Event of Default has occurred, the Administrative Agent and 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.

11.15    TIME OF THE ESSENCE

Time shall be of the essence in this Agreement.

<PAGE>

                                       -88-

11.16    ADVERTISEMENTS

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.

11.17    DESIGNATION

Celestica, as issuer pursuant to the Indenture dated as of November 18, 1996
originally among Celestica International Inc. as issuer and Celestica Inc. and
Celestica Corporation as guarantors (the "TRUST INDENTURE"), as amended, hereby
designates the Facility and all Advances made under this Agreement as
"Designated Senior Debt" in accordance with the terms of the Trust Indenture,
subject to the consent of the lenders under the Senior Unsecured Credit
Agreement.



<PAGE>

                                      -89-

IN WITNESS WHEREOF the parties hereto have executed this Agreement.

                             THE BANK OF NOVA SCOTIA,
                             as Administrative Agent

                             By: /s/ Robert Hosie
                                 ----------------------------------------------
                                 Name:    Robert Hosie
                                 Title:   Managing Director


                             By: /s/ Paul Phillips
                                 ----------------------------------------------
                                 Name:    Paul Phillips
                                 Title:   Director


                              CELESTICA INC.

                              By: /s/ F. Graham Thouret
                                  ---------------------------------------------
                                  Name:   F. Graham Thouret
                                  Title:  Vice-President and Corporate Treasurer



                              CELESTICA INTERNATIONAL INC.

                              By: /s/ F. Graham Thouret
                                  ---------------------------------------------
                                  Name:    F. Graham Thouret
                                  Title:   Vice-President and Treasurer




<PAGE>


                           SIGNATURE PAGE FOR THE BANK OF NOVA SCOTIA, AS LENDER



                                 THE BANK OF NOVA SCOTIA

                                 By: /s/ Robert Miret
                                     ------------------------------------------
                                     Name:    Robert Miret
                                     Title:   Managing Director


                                  By: /s/ Paul Phillips
                                      -----------------------------------------
                                      Name:    Paul Phillips
                                      Title:   Director


<PAGE>



                            SIGNATURE PAGE FOR BANK OF AMERICA CANADA, AS LENDER



                                 BANK OF AMERICA CANADA


                             By: /s/ D. R. Chung
                                 ----------------------------------------------
                                 Name:     Donald R. Chung
                                 Title:    Vice President, Corporate Investment
                                           Banking



<PAGE>


                              SIGNATURE PAGE FOR ROYAL BANK OF CANADA, AS LENDER



                                   ROYAL BANK OF CANADA

                                   By: /s/ Tom Fairbrother
                                       ----------------------------------------
                                       Name:     Tom Fairbrother
                                       Title:    Senior Account Manager


                                   By: /s/ Sandra Lokoff
                                       ----------------------------------------
                                       Name:     Sandra Lokoff
                                       Title:    Senior Manager


<PAGE>


                SIGNATURE PAGE FOR CANADIAN IMPERIAL BANK OF COMMERCE, AS LENDER


                                  CANADIAN IMPERIAL BANK OF COMMERCE

                                  By: /s/ Vlada Dekina
                                      -----------------------------------------
                                      Name:     Vlada Dekina
                                      Title:    Director


                                  By: /s/ David White
                                      -----------------------------------------
                                      Name:     David White
                                      Title:    Managing Director




<PAGE>


                                   SIGNATURE PAGE FOR CITIBANK CANADA, AS LENDER


                                   CITIBANK CANADA

                                   By: /s/ Roderick J. Smith
                                       ----------------------------------------
                                       Name:     Roderick J. Smith
                                       Title:    Managing Director


<PAGE>



                 SIGNATURE PAGE FOR CREDIT SUISSE FIRST BOSTON CANADA, AS LENDER



                                   CREDIT SUISSE FIRST BOSTON CANADA

                                   By:    /s/ Alain Daoust
                                          -------------------------------------
                                          Name:     Alain Daoust
                                          Title:    Director


                                   By:    /s/ Peter Chauvin
                                          -------------------------------------
                                          Name:     Peter Chauvin
                                          Title:    Vice President



<PAGE>


                   SIGNATURE PAGE FOR DEUTSCHE BANK AG, CANADA BRANCH, AS LENDER


                                  DEUTSCHE BANK AG, CANADA BRANCH

                                  By:  /s/ Paul Juris
                                       ----------------------------------------
                                       Name:     Paul Juris
                                       Title:    Managing Director

                                  By:  /s/ Robert Johnston
                                       ----------------------------------------
                                       Name:     Robert Johnston
                                       Title:    Vice President


<PAGE>


                           SIGNATURE PAGE FOR THE BANK OF NOVA SCOTIA (ON ITS
                           OWN ACCOUNT), AS LENDER IN RESPECT OF THE COMMITMENT
                           OF NATIONAL WESTMINSTER BANK PLC


                                       THE BANK OF NOVA SCOTIA (ON ITS OWN
                                       ACCOUNT, AND NOT AS AGENT), AS LENDER IN
                                       RESPECT OF THE COMMITMENT OF NATIONAL
                                       WESTMINSTER BANK PLC


                                       By: /s/ Paul Phillips
                                           ------------------------------------
                                           Name:      Paul Phillips
                                           Title:     Director


<PAGE>


                           SIGNATURE PAGE FOR NATIONAL BANK OF CANADA, AS LENDER



                                NATIONAL BANK OF CANADA


                                By:  /s/ Laura Dottori
                                     ------------------------------------------
                                     Name:     Laura Dottori
                                     Title:    Vice President


                                By:  /s/ Jon Clarke
                                     ------------------------------------------
                                     Name:     Jon Clarke
                                     Title:    Manager


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>7
<FILENAME>a2054177zex-23_1.txt
<DESCRIPTION>EXHIBIT 23.1
<TEXT>
<Page>
                                                                   Exhibit 23.1




                                  CONSENT OF AUDITORS


The Board of Directors
Celestica Inc.


We consent to the incorporation by reference in the registration statement of
Celestica Inc. on Form F-3 of our report dated January 22, 2001 relating to
the consolidated financial statements of Celestica Inc. as at December 31,
1999 and 2000 and for each of the years in the three year period ended
December 31, 2000, which report is included in Celestica Inc.'s Annual Report
on Form 20-F for the fiscal year ended December 31, 2000 and to the reference
to our firm under the heading "Auditors" in the prospectus of Celestica Inc.
on Form F-3.





Toronto, Canada                                          /s/ KPMG LLP
September 7, 2001                                         Chartered Accountants



</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
