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<SEC-DOCUMENT>0000912057-02-018282.txt : 20020503
<SEC-HEADER>0000912057-02-018282.hdr.sgml : 20020503
ACCESSION NUMBER:		0000912057-02-018282
CONFORMED SUBMISSION TYPE:	20-F
PUBLIC DOCUMENT COUNT:		6
CONFORMED PERIOD OF REPORT:	20011231
FILED AS OF DATE:		20020503

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CELESTICA INC
		CENTRAL INDEX KEY:			0001030894
		STANDARD INDUSTRIAL CLASSIFICATION:	PRINTED CIRCUIT BOARDS [3672]
		IRS NUMBER:				980185558
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		20-F
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-14832
		FILM NUMBER:		02632628

	BUSINESS ADDRESS:	
		STREET 1:		12 CONCORD PL
		STREET 2:		7TH FL
		CITY:			ONTARIO CANADA
		STATE:			A6
		ZIP:			M3C 1V7
		BUSINESS PHONE:		416442211
</SEC-HEADER>
<DOCUMENT>
<TYPE>20-F
<SEQUENCE>1
<FILENAME>a2074474z20-f.txt
<DESCRIPTION>FORM 20-F
<TEXT>
<Page>
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 3, 2002
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                          UNITED STATES SECURITIES AND
                              EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                   FORM 20-F

                 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001
                        COMMISSION FILE NUMBER: 1-14832

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

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

                                ONTARIO, CANADA
                (JURISDICTION OF INCORPORATION OR ORGANIZATION)

                               12 CONCORDE PLACE
                        TORONTO, ONTARIO, CANADA M3C 3R8
             (ADDRESS OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

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

                   SECURITIES REGISTERED OR TO BE REGISTERED
                     PURSUANT TO SECTION 12(b) OF THE ACT:

<Table>
<Caption>

<S>                                                       <C>
             Subordinate Voting Shares                                The Toronto Stock Exchange
                 (TITLE OF CLASS)                                     The New York Stock Exchange
                                                              (NAME OF EACH EXCHANGE ON WHICH REGISTERED)

      Liquid Yield Option-TM- Notes due 2020                          The New York Stock Exchange
                 (TITLE OF CLASS)                             (NAME OF EACH EXCHANGE ON WHICH REGISTERED)
</Table>

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

                   SECURITIES REGISTERED OR TO BE REGISTERED
                     PURSUANT TO SECTION 12(g) OF THE ACT:

                                      N/A

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

              SECURITIES FOR WHICH THERE IS A REPORTING OBLIGATION
                     PURSUANT TO SECTION 15(d) OF THE ACT:

                   10 1/2% Senior Subordinated Notes Due 2006
                                (TITLE OF CLASS)

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

    Indicate the number of outstanding shares of each of the issuer's classes of
capital or common stock as of the close of the period covered by the annual
report.

<Table>
<Caption>

<S>                                            <C>
190,642,482 Subordinate Voting Shares          0    Preference Shares
 39,065,950 Multiple Voting Shares
</Table>

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

    Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes X  No

    Indicate by check mark which financial statement item the registrant has
elected to follow. Item 17  Item 18 X

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<Page>
                               TABLE OF CONTENTS

<Table>
<Caption>
                                                                                        PAGE
                                                                                      --------
<S>       <C>       <C> <C>                                                           <C>
PART I..............................................................................         1
          Item 1.   Identity of Directors, Senior Management and Advisors...........         1
          Item 2.   Offer Statistics and Expected Timetable.........................         1
          Item 3.   Key Information.................................................         1
                    A.  Selected Financial Data.....................................         1
                    B.  Capitalization and Indebtedness.............................         4
                    C.  Reasons for Offer and Use of Proceeds.......................         4
                    D.  Risk Factors................................................         4
          Item 4.   Information on the Company......................................        12
                    A.  History and Development of the Company......................        12
                    B.  Business Overview...........................................        13
                    C.  Organizational Structure....................................        25
                    D.  Description of Property.....................................        25
          Item 5.   Operating and Financial Review and Prospects....................        26
                    A.  Operating Results...........................................        28
                    B.  Liquidity and Capital Resources.............................        34
                    C.  Research and Development, Patents and Licenses, Etc.........        37
                    D.  Trend Information...........................................        37
          Item 6.   Directors, Senior Management and Employees......................        38
                    A.  Directors and Senior Management.............................        38
                    B.  Compensation................................................        42
                    C.  Board Practices.............................................        47
                    D.  Employees...................................................        48
                    E.  Share Ownership.............................................        48
          Item 7.   Major Shareholders and Related Party Transactions...............        52
                    A.  Major Shareholders..........................................        52
                    B.  Related Party Transactions..................................        54
                    C.  Interests of Experts and Counsel............................        55
          Item 8.   Financial Information...........................................        55
                    A.  Consolidated Statements and Other Financial Information.....        55
                    B.  Significant Changes.........................................        55
          Item 9.   The Offer and Listing...........................................        55
                    A.  Offer and Listing Details...................................        55
                    B.  Plan of Distribution........................................        57
                    C.  Markets.....................................................        58
                    D.  Selling Shareholders........................................        58
                    E.  Dilution....................................................        58
                    F.  Expense of the Issue........................................        58
          Item 10.  Additional Information..........................................        58
                    A.  Share Capital...............................................        58
                    B.  Memorandum and Articles of Incorporation....................        58
                    C.  Material Contracts..........................................        62
                    D.  Exchange Controls...........................................        62
                    E.  Taxation....................................................        62
                    F.  Dividends and Paying Agents.................................        67
                    G.  Statement by Experts........................................        67
                    H.  Documents on Display........................................        67
                    I.  Subsidiary Information......................................        68
          Item 11.  Quantitative and Qualitative Disclosures about Market Risk......        68
          Item 12.  Description of Securities Other than Equity Securities..........        69
PART II.............................................................................        70
          Item 13.  Defaults, Dividend Arrearages and Delinquencies.................        70
          Item 14.  Material Modifications to the Rights of Security Holders and Use
                    of Proceeds.....................................................        70
          Item 15.  [RESERVED]......................................................        70
          Item 16.  [RESERVED]......................................................        70
PART III............................................................................        71
          Item 17.  Financial Statements............................................        71
          Item 18.  Financial Statements............................................        71
          Item 19.  Exhibits........................................................        71
</Table>

                                       i
<Page>
                                     PART I

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

    IN DECEMBER 1999, WE COMPLETED A TWO-FOR-ONE SPLIT OF OUR SUBORDINATE VOTING
SHARES AND MULTIPLE VOTING SHARES BY WAY OF A STOCK DIVIDEND. WE HAVE RESTATED
ALL HISTORICAL SHARE AND PER SHARE INFORMATION TO REFLECT THE EFFECTS OF THIS
TWO-FOR-ONE SPLIT ON A RETROACTIVE BASIS, EXCEPT WHERE WE SPECIFICALLY STATE
OTHERWISE.

    IN THIS ANNUAL REPORT, ALL DOLLAR AMOUNTS ARE EXPRESSED IN UNITED STATES
DOLLARS, EXCEPT WHERE WE STATE OTHERWISE. UNLESS WE STATE OTHERWISE, ALL
REFERENCES TO "U.S.$" OR "$" ARE TO U.S. DOLLARS AND ALL REFERENCES TO "C$" ARE
TO CANADIAN DOLLARS. UNLESS WE INDICATE OTHERWISE, ANY REFERENCE IN THIS ANNUAL
REPORT TO A CONVERSION BETWEEN U.S.$ AND C$ OR BETWEEN U.S.$ AND L IS GIVEN AS
OF MARCH 1, 2002. AT THAT DATE, THE NOON BUYING RATE IN NEW YORK CITY FOR CABLE
TRANSFERS IN CANADIAN DOLLARS WAS U.S.$1.00=C$1.5955, AS CERTIFIED FOR CUSTOMS
PURPOSES BY THE FEDERAL RESERVE BANK OF NEW YORK.

    UNLESS WE INDICATE OTHERWISE, ALL INFORMATION IN THIS ANNUAL REPORT IS
STATED AS OF MARCH 1, 2002.

FORWARD-LOOKING STATEMENTS

    Item 4, "Information on the Company," "Management's Discussion and Analysis
of Financial Condition and Results of Operations" included in Item 5 and other
sections of this Annual Report contain 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, including (without limitation) statements
concerning possible or assumed future results of operations of Celestica
preceded by, followed by or that include the words "believes," "expects,"
"anticipates," "estimates," "intends," "plans" or similar expressions. For those
statements, we claim the protection of the safe harbor for forward-looking
statements contained in the U.S. Private Securities Litigation Reform Act of
1995.

    Forward-looking statements are not guarantees of future performance. They
involve risks, uncertainties and assumptions. You should understand that the
following important factors, in addition to those discussed in Item 3, "Key
Information -- Risk Factors," and elsewhere in this Annual Report, could affect
our future results and could cause those results to differ materially from those
expressed in such forward-looking statements: the level of overall growth in the
electronics manufacturing services industry; lower-than-expected customer
demand; component constraints; variability of our operating results among
periods; our dependence on the computer and communications industries; our
dependence on a limited number of customers; and our ability to manage
expansion, consolidation and the integration of acquired businesses.

    We disclaim any intention or obligation to update or revise any
forward-looking statements contained in this Annual Report or the documents
incorporated by reference herein, whether as a result of new information, future
events or otherwise.

ITEM 1.  IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

    Not applicable.

ITEM 2.  OFFER STATISTICS AND EXPECTED TIMETABLE

    Not applicable.

ITEM 3.  KEY INFORMATION

A.  SELECTED FINANCIAL DATA

    You should read the following selected financial data together with Item 5,
"Operating and Financial Review and Prospects," the Consolidated Financial
Statements in Item 18 and the other information in this Annual Report. The
selected financial data is derived from the consolidated financial statements
for the years we present.

                                       1
<Page>
    The Consolidated Financial Statements have been prepared in accordance with
Canadian generally accepted accounting principles, or GAAP. These principles
conform in all material respects with U.S. GAAP except as described in Note 22
to the Consolidated Financial Statements. For all the years presented, the
selected financial data is prepared in accordance with Canadian GAAP. The
differences between the line items under Canadian GAAP and those as determined
under U.S. GAAP are not significant except that, under U.S. GAAP:

    - our net loss for the year ended December 31, 1998 would be $6.2 million
      greater due to non-cash charges for compensation expense and the loss on
      extinguishment of debt amounting to $14.3 million, net of income tax,
      would be treated as an extraordinary loss;

    - our net earnings for the year ended December 31, 1999 would be
      $1.9 million less due to non-cash charges for compensation expense;

    - our net earnings for the year ended December 31, 2000 would be
      $2.5 million less due to non-cash charges for compensation expense and
      $6.8 million less due to interest on the convertible debt we issued in
      August 2000, in the principal amount of $1,813.6 million, that would be
      classified as a long-term liability rather than as an equity instrument;
      and

    - our net loss for the year ended December 31, 2001 would be $3.2 million
      greater due to non-cash charges for compensation expense, $17.7 million
      greater due to interest on convertible debt classified as a long-term
      liability rather than as an equity instrument, $2.7 million greater due to
      other charges and $12.1 million less due to the gain on a foreign exchange
      contract.

<Table>
<Caption>
                                                                      YEAR ENDED DECEMBER 31,
                                                       -----------------------------------------------------
                                                       1997(1)    1998(1)    1999(1)    2000(1)     2001(1)
                                                       --------   --------   --------   --------   ---------
                                                              (in millions, except per share amounts)
<S>                                                    <C>        <C>        <C>        <C>        <C>
CONSOLIDATED STATEMENTS OF EARNINGS (LOSS) DATA:
Revenue..............................................  $2,006.6   $3,249.2   $5,297.2   $9,752.1   $10,004.4
Cost of sales........................................   1,866.9    3,018.7    4,914.7    9,064.1     9,291.9
                                                       --------   --------   --------   --------   ---------
Gross profit.........................................     139.7      230.5      382.5      688.0       712.5
Selling, general and administrative expenses.........      68.3      130.5      202.2      326.1       341.4
Amortization of intangible assets(2).................      15.3       45.4       55.6       88.9       125.0
Integration costs related to acquisitions(3).........      13.3        8.1        9.6       16.1        22.8
Other charges(4).....................................      13.9       64.7      --         --          273.1
                                                       --------   --------   --------   --------   ---------
Operating income (loss)..............................      28.9      (18.2)     115.1      256.9       (49.8)
Interest expense (income), net(5)....................      33.6       32.3       10.7      (19.0)       (7.9)
                                                       --------   --------   --------   --------   ---------
Earnings (loss) before income taxes..................      (4.7)     (50.5)     104.4      275.9       (41.9)
Income taxes.........................................       2.2       (2.0)      36.0       69.2        (2.1)
                                                       --------   --------   --------   --------   ---------
Net earnings (loss)..................................  $   (6.9)  $  (48.5)  $   68.4   $  206.7   $   (39.8)
                                                       ========   ========   ========   ========   =========
Basic earnings (loss) per share(6)...................  $  (0.10)  $  (0.47)  $   0.41   $   1.01   $   (0.26)
Diluted earnings (loss) per share(6).................  $  (0.10)  $  (0.47)  $   0.40   $   0.98   $   (0.26)

OTHER DATA:
Capital expenditures.................................  $   32.1   $   65.8   $  211.8   $  282.8   $   199.3
</Table>

                                       2
<Page>

<Table>
<Caption>
                                                                        AS AT DECEMBER 31,
                                                       -----------------------------------------------------
                                                         1997       1998       1999       2000       2001
                                                       --------   --------   --------   --------   ---------
                                                                           (in millions)
<S>                                                    <C>        <C>        <C>        <C>        <C>
CONSOLIDATED BALANCE SHEET DATA:
Cash and short-term investments......................  $  106.1   $   31.7   $  371.5   $  883.8   $1,342.8
Working capital......................................  $  363.3   $  356.2   $1,000.2   $2,262.6   $2,339.8
Capital assets.......................................  $  124.2   $  214.9   $  365.4   $  633.4   $  915.1
Total assets.........................................  $1,347.3   $1,636.4   $2,655.6   $5,938.0   $6,632.9
Total long-term debt, including current portion......  $  518.9   $  135.8   $  134.2   $  132.0   $  147.4
Shareholders' equity.................................  $  363.2   $  859.3   $1,658.1   $3,469.3   $4,745.6
</Table>

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

(1) The consolidated statements of earnings (loss) data for:

    1997, 1998, 1999, 2000 and 2001 include the results of operations of
    Design-to-Distribution Limited acquired effective January 1997, the assets
    acquired from Hewlett-Packard Company in Colorado and New England in July,
    August and October 1997 and Ascent Power Technologies Inc. acquired in
    October 1997;

    1998, 1999, 2000 and 2001 include the results of operations of the
    manufacturing operation acquired from Madge Networks N.V. in February 1998,
    the manufacturing operation acquired from Lucent Technologies Inc. in
    April 1998, Analytic Design, Inc. acquired in May 1998, the manufacturing
    operation acquired from Silicon Graphics Inc. in June 1998,
    Accu-Tronics, Inc. acquired in September 1998 and a greenfield operation
    established in Tennessee in September 1998;

    1999, 2000 and 2001 include the results of operations of International
    Manufacturing Services, Inc. acquired December 1998, Signar SRO acquired in
    April 1999, greenfield operations established in Brazil and Malaysia in
    June 1999, VXI Electronics, Inc. acquired in September 1999, the assets
    acquired from Hewlett-Packard's Healthcare Group in October 1999, EPS
    Wireless, Inc. acquired in December 1999 and certain assets acquired from
    Fujitsu-ICL Systems Inc. in December 1999;

    2000 and 2001 include the results of operations of the assets of the
    Enterprise System Group and the Microelectronics Division of IBM in
    Minnesota and in Italy acquired in February and May 2000, respectively, NDB
    Industrial Ltda. acquired in June 2000, Bull Electronics Inc. acquired in
    August 2000 and NEC Technologies (UK) Ltd. acquired in November 2000; and

    2001 includes the results of operations of Excel Electronics, Inc. acquired
    in January 2001, certain assets of Motorola Inc. in Ireland and Iowa
    acquired in February 2001, certain assets of a repair facility of N.K.
    Techno Co., Ltd. in Japan acquired in March 2001, certain assets of
    Avaya Inc. in Arkansas and Colorado acquired in May 2001, Sagem CR s.r.o.
    acquired in June 2001, certain assets of Avaya Inc. in France acquired in
    August 2001, certain assets of Lucent Technologies Inc. in Ohio and Oklahoma
    acquired in August 2001, Primetech Electronics Inc. acquired in August 2001
    and Omni Industries Limited acquired in October 2001.

(2) Effective January 1, 1998, we revised the estimated useful life of our
    goodwill and intellectual property for accounting purposes from 20 years
    each to 10 years and 5 years, respectively.

    In 2001, the Canadian Institute of Chartered Accountants (CICA) approved
    Handbook Sections 1581 "Business combinations" and 3062 "Goodwill and other
    intangible assets." The new standards mandate the purchase method of
    accounting for business combinations and require that the value of the
    shares issued in a business combination be measured using the average share
    price for a reasonable period before and after the date the terms of the
    acquisition are agreed to and announced. Previously, the consummation date
    was used to value the shares issued in a business combination. The new
    standards are substantially consistent with U.S. GAAP.

    Effective July 1, 2001 and for the remainder of the fiscal year, goodwill
    acquired in business combinations completed after June 30, 2001 was not
    amortized.

(3) These costs include costs to implement new information systems and
    processes, including salary and other costs directly related to the
    integration activities in newly acquired facilities.

(4) In 1997, other charges include a $13.9 million ($8.7 million after income
    taxes) credit loss relating to a customer which filed for bankruptcy.

    In 1998, other charges totaled $64.7 million ($51.5 million after income
    taxes), comprised of non-cash charges of $35.0 million relating to the
    write-down of intellectual property, $6.8 million of goodwill which became
    impaired as a result of the merger with IMS, a write-off of deferred
    financing fees and debt redemption fees of $17.8 million relating to the
    prepayment of debt with the net proceeds of our initial public offering and
    other charges of $5.1 million.

    In 2001, other charges totaled $273.1 million ($226.4 million after income
    taxes) and include (a) a $237.0 million restructuring charge, comprised of
    employee termination costs of $90.7 million, termination of lease and other
    contractual obligations of $35.3 million, facility exit and other costs of
    $12.4 million and non-cash asset impairment of $98.6 million and (b) a
    non-cash charge of $36.1 million relating to the write-down of the carrying
    value of certain assets, primarily goodwill and intangible assets.

(5) Interest expense (income) is comprised of interest expense incurred on
    indebtedness less interest income earned on cash and short-term investments.

(6) We adopted retroactively the new CICA Handbook Section 3500 "Earnings per
    share" which requires the retroactive use of the treasury stock method for
    calculating diluted earnings per share. This change results in an earnings
    per share calculation which is consistent with U.S. GAAP.

                                       3
<Page>
    For purposes of the basic and diluted earnings (loss) per share
    calculations, the weighted average number of shares outstanding were:

<Table>
<Caption>
                                                                                YEAR ENDED DECEMBER 31,
                                                                  ----------------------------------------------------
                                                                    1997       1998       1999       2000       2001
                                                                  --------   --------   --------   --------   --------
                                                                                     (in millions)
    <S>                                                           <C>        <C>        <C>        <C>        <C>
    Basic.......................................................    69.6      103.0      167.2      199.8      213.9
    Diluted.....................................................    69.6      103.0      171.2      211.8      213.9
</Table>

EXCHANGE RATE INFORMATION

    The rate of exchange as of March 1, 2002 for the conversion of Canadian
dollars into United States dollars was U.S. $0.6268. The following table sets
forth the exchange rates for the conversion of U.S.$1.00 into C$1.00 at the end
of the following fiscal periods and the average exchange rates (based upon the
average of the exchange rates on the last day of each month during the periods).
The rates of exchange set forth herein are shown as, or are derived from, the
reciprocals of the noon buying rates in New York City for cable transfers
payable in Canadian dollars, as certified for customs purposes by the Federal
Reserve Bank of New York. The source of this data is the Federal Reserve
Statistical Releases.

<Table>
<Caption>
                                                             2001       2000       1999       1998       1997
                                                           --------   --------   --------   --------   --------
<S>                                                        <C>        <C>        <C>        <C>        <C>
Average(1)...............................................   1.5487     1.4855     1.4858     1.4836     1.3849
</Table>

<Table>
<Caption>
                                        FEBRUARY   JANUARY    DECEMBER   NOVEMBER   OCTOBER    SEPTEMBER
                                          2002       2002       2001       2001       2001       2001
                                        --------   --------   --------   --------   --------   ---------
<S>                                     <C>        <C>        <C>        <C>        <C>        <C>
High..................................   1.6110     1.6132     1.5956     1.6021     1.5867     1.5793
Low...................................   1.5885     1.5897     1.5633     1.5718     1.5579     1.5528
</Table>

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

(1) Calculated by using the averages of the exchange rates as of the last day of
    each month during the period.

    The rate of exchange as of March 1, 2002 for the conversion of United States
dollars into Canadian dollars was 1.5955 (U.S.$1 = C$1.5955).

B.  CAPITALIZATION AND INDEBTEDNESS

    Not applicable.

C.  REASONS FOR OFFER AND USE OF PROCEEDS

    Not applicable.

D.  RISK FACTORS

    SHAREHOLDERS AND PROSPECTIVE INVESTORS IN CELESTICA SHOULD CAREFULLY
CONSIDER EACH OF THE FOLLOWING RISKS AND ALL OF THE OTHER INFORMATION SET FORTH
IN THIS ANNUAL REPORT. THE RISKS AND UNCERTAINTIES WE DESCRIBE BELOW ARE NOT THE
ONLY ONES FACING OUR COMPANY. ADDITIONAL RISKS AND UNCERTAINTIES NOT CURRENTLY
KNOWN TO US OR THAT WE CURRENTLY BELIEVE TO BE IMMATERIAL MAY ALSO ADVERSELY
AFFECT OUR BUSINESS.

    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; and

    - 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

                                       4
<Page>
      customer's products. These changes can result from life cycles of customer
      products, competitive conditions and general economic conditions.

    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. Deferred delivery schedules result in a
delay, and may result in a reduction in our revenue from these customers, and
also may lead to excess capacity at affected facilities. Also, certain customers
may be unable to pay us or otherwise meet their commitments under their
agreements or purchase orders with us.

    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 in 1997, $48.5 million in
1998 and $39.8 million in 2001. 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). In 2001, we incurred $22.8 million of
integration costs related to acquisitions, $237.0 million of restructuring
charges and a $36.1 million write-down of certain assets, primarily goodwill and
intangible assets, with these charges totaling $295.9 million ($245.2 million
after income taxes). We may not be profitable in future periods. Furthermore, if
business conditions were to unexpectedly weaken significantly from current
levels, we may have to undertake further restructuring activities, thereby
further reducing profitability in future periods.

    WE ARE EXPOSED TO CHANGES IN GENERAL ECONOMIC CONDITIONS

    As a result of unfavorable general economic conditions and reduced demand
for technology capital goods, our sales have been particularly volatile in
recent quarters. Specifically, since the first fiscal quarter of 2001, we have
seen declines in the demand for products in the end-markets that we serve. If
global economic conditions in the markets we serve do not improve, we may
experience a material adverse impact on our business, operating results and
financial condition.

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    OUR RESULTS ARE AFFECTED BY LIMITED AVAILABILITY OF COMPONENTS

    A significant portion of our costs are in the form of component purchases. 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.

    WE DEPEND ON CERTAIN INDUSTRIES

    Our financial performance depends on our customers' continued growth,
viability, financial stability and the cyclicality of end-markets. 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 revenue erosion, pricing and margin pressures, and increased
difficulty in attracting capital. 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 continue to have a
material adverse effect on our business.

    WE FACE CUSTOMER CREDIT RISK

    We generate significant accounts receivable and inventory balances in
connection with providing manufacturing services to our customers. We may
encounter significant delays or defaults in payments owed to us by customers for
whom we have manufactured products.

    WE DEPEND ON A LIMITED NUMBER OF CUSTOMERS

    Our three largest customers in 2001 were IBM, Sun Microsystems Inc. and
Lucent Technologies, which each represented more than 10% of our total 2001
revenue and collectively represented 55% of our total 2001 revenue. Our next
five largest customers collectively represented 24% of our total revenue in
2001. IBM and Sun Microsystems Inc., our two largest customers in 2000, each
represented more than 10% of our total 2000 revenue and collectively represented
46% of our total 2000 revenue. Our next five largest customers represented 32%
of total 2000 revenue. We expect to continue to depend upon a relatively small
number of customers for a significant percentage of our revenue.

    Other than in the case of asset acquisitions, otherwise known as "OEM
divestitures," 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. We are dependent on customers to fulfill the terms
associated with these contracts. Significant reductions in, or the loss of,
sales to any of our largest customers would have a material adverse effect on
us. OEM divestures often entail long-term supply agreement between ourselves and
the OEM customer, and we are similarly dependent on customers to fulfill the
obligations associated with these contracts.

    OUR CUSTOMERS MAY CANCEL THEIR ORDERS, CHANGE PRODUCTION QUANTITIES OR DELAY
     PRODUCTION

    Our customers are increasingly dependent on EMS providers for new product
introductions and rapid response times to volume requirements. We generally do
not obtain firm, long-term purchase commitments from our customers and we often
experience reduced lead-times in customers' orders. Customers may cancel their
orders, change production quantities or delay production for a number of
reasons. The uncertain economic condition of our customers' end-markets and
general order volume volatility has resulted, and may continue to result, in
some of our customers delaying the delivery of some of the products we
manufacture for them, and placing purchase orders for lower volumes of products
than previously anticipated. Cancellation, reduction, or delays by a significant
customer, or by a group of customers, would seriously harm our results of
operations by reducing the volumes of products manufactured and delivered by us
for the customers in that period. Such order changes could also cause a delay in
the repayment to us for inventory expenditures we incurred in preparation

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for the customer orders. Order cancellations and delays could also lower asset
utilization, resulting in lower gross margins.

    WE FACE RISKS DUE TO EXPANSION OR RESTRUCTURING 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 have undertaken numerous initiatives to restructure and reduce our
capacity in response to the recent downturn in demand, with the intention of
realizing significant cost savings in the future. The process of restructuring
entails, among other activities, moving product production between facilities,
reducing staff levels, realigning our business processes and reorganizing our
management. Any failure to successfully execute the aforementioned activities
can have a material adverse impact on our results. If, in the future, our
customer demand falls, or we are required to reduce prices, at a rate exceeding
the rate at which we are able to reduce our costs, this could have a material
adverse impact on our operating results.

    WE FACE ADDITIONAL RISKS DUE TO OUR INTERNATIONAL OPERATIONS

    During 2001, over 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;

    - Tariffs, import and export duties, value-added taxes 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 which could erode our profit
      margins or restrict exports;

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

    - Political instability;

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    - Potential restriction on the transfer of funds; and

    - Inflexible employee contracts that restrict our flexibility in responding
      to events of business downtowns.

    We have either purchased or built manufacturing facilities in several Asian
countries, including Thailand, Malaysia, China, Indonesia and Singapore, and are
subject to the significant political, economic and legal risks associated with
doing business in these countries. For instance, 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 relates 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 and Indonesia have also had a long history of
promoting foreign investment but have experienced economic turmoil and a
significant devaluation of their currencies 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,
Brazilian real and the Thai baht. 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 purchase or sell these
foreign currencies 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.

    INTEREST RATE DECREASES WILL REDUCE INTEREST INCOME ON OUR PORTFOLIO OF CASH
     EQUIVALENTS AND SHORT-TERM INVESTMENTS

    The primary objective of our investment activities is to preserve principal
while, at the same time, maximize yields without significantly increasing risk.
To achieve this objective, we maintain our portfolio of cash equivalents and
short-term investments in a variety of securities, including both government and
corporate obligations, certificates of deposit and money market funds. If
interest rates, and therefore interest income, were to fall significantly there
may be a material adverse impact on our financial results.

    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.

    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, Flextronics
International, Sanmina-SCI Corporation and Solectron Corporation, each have
annual revenues in excess of $10.0 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,

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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 DEPEND ON THE CONTINUING TREND OF OUTSOURCING BY OEMS

    Future growth in our revenue depends on new outsourcing opportunities in
which we assume additional manufacturing and supply chain management
responsibilities from OEMs. To the extent that these opportunities are not
available, either because OEMs decide to perform these functions internally or
because they use other EMS providers, our future growth will be limited.

    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.

    WE ARE SUBJECT TO THE RISK OF INCREASED INCOME TAXES

    Our business operations are carried on in a number of countries, including
countries where:

    - tax incentives have been extended to encourage foreign investment; or

    - income tax rates are low.

    We develop our tax position based upon the anticipated nature and conduct of
our business and our understanding of the tax laws of the various countries in
which we have assets or conduct activities. However, our tax position is subject
to review and possible challenge by taxing authorities and to possible changes
in law, which may have retroactive effect. We cannot determine in advance the
extent to which some jurisdictions may require us to pay taxes or make payments
in lieu of taxes.

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    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 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. 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, in some countries in which we have operations,
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. From time to time we
investigate, remediate and monitor soil and groundwater contamination at certain
of our operating sites. In certain instances where soil or groundwater
contamination existed prior to our ownership or occupation of a site, landlords
or former owners have contractually retained responsibility and liability for
the contamination and its remediation. However, failure of such former owners or
landlords to perform, as the result of financial inability or otherwise, could
result in our company being required to remediate such contamination.

    Except for facilities we acquired in the Omni transaction, we obtained
Phase I or similar environmental assessments, or reviewed recent assessments
initiated by others, for most of the manufacturing facilities that we own or
lease at the time we either acquired or leased such facilities. Typically, these
assessments include general inspections without soil sampling or groundwater
analysis. Where contamination is suspected, usually Phase II intrusive
environmental assessments (including soil and/or groundwater testing) are
performed. The assessments have not revealed any environmental liability that,
based on current information, we believe will have a material adverse effect on
us, in part because of the contractual retention of liability for some
contamination and its remediation by landlords and former owners. Our
assessments 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.

    POTENTIAL ADVERSE EFFECT OF SHARES ELIGIBLE FOR FUTURE SALE

    Future sales of our subordinate voting shares in the public market, or the
issuance of subordinate voting shares upon the exercise of stock options or
otherwise, could adversely affect the market price of the subordinate voting
shares.

    As of March 1, 2002, we had 190,826,868 subordinate voting shares and
39,065,950 multiple voting shares outstanding. All of the subordinate voting
shares are freely transferable without restriction or further

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registration under the U.S. Securities Act, except for shares held by our
affiliates (as defined in the U.S. Securities Act). Shares held by our
affiliates include all of the multiple voting shares and 3,976,236 subordinate
voting shares held by Onex. An affiliate may not sell shares in the United
States unless the sale is registered under the U.S. Securities Act or an
exemption from registration is available. Rule 144 adopted under the
U.S. Securities Act permits our affiliates to sell shares in the United States
subject to volume limitations and requirements relating to manner of sale,
notice of sale and availability of current public information with respect to
Celestica.

    In addition, as of March 1, 2002, there were approximately 28,620,000
subordinate voting shares reserved for issuance under our employee share
purchase and option plans and for director compensation, including outstanding
options to purchase approximately 23,756,000 shares. The sale of such shares
could adversely affect the market price of the subordinate voting shares.

    OUR COMPANY IS CONTROLLED BY ONEX CORPORATION

    Onex owns, directly or indirectly, all of the multiple voting shares and
less than 1% of the outstanding subordinate voting shares. The number of shares
owned by Onex, together with those shares Onex has the right to vote, represent
84.0% of the voting interest in Celestica and approximately 2% 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. For
additional information about our principal shareholders, please turn to
Item 7(A), "Major Shareholders."

    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 their 25-year term for 9,214,320
subordinate voting shares. 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 agreement, 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 March 1, 2002, represent in the
aggregate 78% of the voting interest in our company.

    POTENTIAL VOLATILITY OF SHARE PRICE

    The markets for our subordinate voting shares are highly volatile. The
trading price of subordinate voting shares could fluctuate widely in response
to:

    - Quarterly variations in our operations and financial results;

    - Announcements by us or our competitors of technological innovations, new
      products, new contracts or acquisitions;

    - Changes in our prices or the prices of our competitors' products and
      services;

    - Changes in our product mix;

    - Changes in our growth rate as a whole or for a particular portion of our
      business;

    - General conditions in the EMS industry; and

    - Systemic fluctuations in the stock markets.

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    The stock markets have fluctuated widely in the past. The securities of many
technology companies, including companies in the EMS industry, have experienced
extreme price and volume fluctuations, which often have been unrelated to the
companies' operating performance. These broad market fluctuations may adversely
affect the market price of the 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 Annual Report 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.

ITEM 4.  INFORMATION ON THE COMPANY

A.  HISTORY AND DEVELOPMENT OF THE COMPANY

    Celestica was incorporated in Ontario, Canada under the name Celestica
International Holdings Inc. on September 27, 1996. Since that date, we have
amended our articles of incorporation on various occasions principally to modify
our corporate name and our share capital. Our legal name and commercial name is
Celestica Inc. We are a corporation domiciled in the Province of Ontario, Canada
and operate under the Ontario Business Corporations Act. Our principal executive
offices are located at 12 Concorde Place, Toronto, Ontario, Canada M3C 3R8 and
our telephone number is (416) 448-5800. Our web site is www.celestica.com.
Information on our web site is not incorporated by reference in this Annual
Report.

    We are a leading provider of electronics manufacturing services to
OEMs worldwide, with revenue for the year ended December 31, 2001 in excess of
$10.0 billion. We provide a wide variety of products and services to our
customers, including the high-volume manufacture of complex PCAs and the full
system assembly of final products. In addition, we are a leading-edge provider
of design, repair and engineering services, supply chain management and power
products. We operate facilities in North America, Europe, Asia and Latin
America.

    As an important IBM manufacturing unit, Celestica provided manufacturing
services to IBM for more than 75 years. In 1993, we began providing EMS services
to non-IBM customers. In October 1996, Celestica was purchased from IBM by an
investor group, led by Onex, which included our management.

    OUR ACQUISITIONS

    In 2001, we completed the following acquisitions, significantly enhancing
our geographic reach, expanding our customer base of leading OEMs and broadening
our service offering capabilities:

    - Excel Electronics, Inc. enhanced our prototype service offering in the
      southern United States;

    - certain manufacturing assets of Motorola Inc. in Mt. Pleasant, Iowa and
      Dublin, Ireland expanded our business relationship with Motorola;

    - certain assets relating to a repair business of N.K. Techno Co. Ltd.
      expanded our presence in Japan;

    - certain assets from Avaya Inc. in Little Rock, Arkansas, Denver, Colorado
      and Saumur, France positioned us as Avaya's primary outsourcing partner in
      the area of printed circuit board systems assembly, test, repair and
      supply chain management for a broad range of their telecommunications
      products;

    - Sagem CR s.r.o. in the Czech Republic enhanced our presence in central
      Europe and positioned us as Sagem's primary EMS provider;

    - Primetech Electronics Inc. provided us with additional high complexity
      manufacturing capability and an expanded global customer base;

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    - certain assets from Lucent Technologies Inc. in Columbus, Ohio and
      Oklahoma City, Oklahoma positioned us as the leading EMS provider for
      Lucent's North American switching, access and wireless networking systems
      products; and

    - Omni Industries Limited significantly enhanced our EMS presence in Asia.

    In 2001, we also established a greenfield operation in Singapore. We
continue to seek strategic acquisitions and greenfield opportunities.

    A listing of our acquisitions since 1997 is included in note (1) to the
Selected Financial Data table, see Item 3, "Key Information -- Selected
Financial Data."

    Certain information concerning capital expenditures is set forth in Notes 3
and 20 to the Consolidated Financial Statements in Item 18.

B.  BUSINESS OVERVIEW

    Our goal is to be the "partner of choice" in EMS. We believe we are uniquely
positioned to achieve this goal given our position as one of the major EMS
providers worldwide and our widely recognized skills in our core areas of
competency. The Company's strategy is to (i) maintain our leadership position in
the areas of technology, quality and supply chain management, (ii) develop
profitable, strategic relationships with industry leaders, (iii) continually
expand the range of the services we provide to OEMs, (iv) diversify our customer
base, serving a wide variety of end-markets, (v) selectively pursue strategic
acquisitions, and (vi) steadily improve our operating margins. We believe that
the successful implementation of this strategy will allow us to achieve superior
financial performance and enhance shareholder value.

    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 the manufacture, assembly and test of complex printed
circuit assemblies, or PCAs, and the 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.

    Celestica targets industry leading OEMs primarily in the computer and
communications sectors. Celestica supplies products and services to over
75 OEMs, including such industry leaders as Avaya Inc., Cisco Systems Inc., Dell
Computer Corporation, EMC Corporation, Fujitsu, Hewlett-Packard Company,
International Business Machines Corporation, Lucent Technologies Inc.,
Motorola Inc., NEC Corporation and Sun Microsystems Inc. In the aggregate, our
top ten customers represented 84% of revenue in 2001. The products we
manufacture can be found in a wide array of end-products, including: cell phones
and pagers, hubs and switches, LAN and WAN networking cards, laser printers,
mainframe computers, mass storage devices, medical products, modems, multimedia
peripherals, PBX switches, personal computers, PDAs, photonic devices, routers,
scalable processors, servers, switching products, token ring products, video
broadcasting equipment, wireless base stations, wireless loop systems and
workstations.

    Our principal competitive advantages are our advanced capabilities and
leadership 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 emerging process technologies. 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 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 2,800 engineers.

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ELECTRONICS MANUFACTURING SERVICES INDUSTRY

    OVERVIEW

    The EMS industry is comprised of companies that provide a range of
manufacturing services to OEMs. The industry (i) has experienced rapid growth in
the past and has potential for strong growth in the future as the market for
technology, as a whole, grows, (ii) is highly fragmented and (iii) is poised for
continuing consolidation due to the advantages of scale and geographic
diversity. In 2001, four EMS providers -- Celestica, Sanmina-SCI Corporation,
Flextronics International and Solectron Corporation -- achieved total revenue in
excess of $10.0 billion.

    We see numerous industry vectors that are fueling continued growth in the
EMS industry. These include the growing trend of information technology and
communications companies in North America to outsource their electronics
manufacturing and to divest their manufacturing assets, OEMs in Europe and Japan
increasingly executing an electronics outsourcing strategy, and
OEMs increasingly looking to the EMS industry to provide full-system solutions
including system build and distribution.

    We believe that, as the trend to outsourcing continues, OEMs will
increasingly outsource more complex products and services. This trend will favor
larger EMS providers that have clear advantages of scale, geographic diversity,
technology and quality, and is expected to lead to a sustained period of
consolidation in the EMS industry.

    The EMS industry is highly diverse, with providers serving OEMs in a broad
range of industry segments. The computer and communications sectors are the
largest industry opportunities for EMS companies primarily due to rapidly
changing product technologies and shortening product life cycles. These industry
dynamics have caused many computer and communications OEMs to outsource design,
assembly, test and worldwide distribution functions to their EMS partners.

    EVOLUTION OF THE EMS INDUSTRY

    Historically, OEMs were fully integrated. They invested heavily in
manufacturing assets, establishing facilities around the world to support the
manufacture, service and distribution of their products. Since the 1970s, the
EMS market has evolved significantly. In the early stages of development of the
EMS industry, EMS companies acted as subcontractors and performed simple
material assembly functions mainly on a consignment basis for
OEMs. Accordingly, the relationship between OEMs and EMS providers tended
originally to be transactional in nature.

    Significant advancements in manufacturing process technology in the 1980s
enabled EMS companies to provide cost savings to OEMs while at the same time
increasing the quality of their products. Furthermore, as the capabilities of
EMS companies expanded, an increasing number of OEMs adopted and became
increasingly reliant upon manufacturing outsourcing strategies. In recent years,
large sophisticated EMS companies have further expanded their capabilities to
include providing services in support of their OEM customers, ranging from
design to advanced manufacturing, final distribution and after-sales support.
For the services they provide, the larger EMS companies generally have a lower
cost structure, superior technological know-how and more advanced manufacturing
processes relative to most of the OEM customers they serve. In this environment,
OEMs have begun increasingly to outsource front-end design functions as well as
back-end full system assembly, product test, test development, order fulfilment
and distribution functions.

    By outsourcing EMS services, OEMs are able to focus on their core
competencies, including product development, sales, marketing and customer
service, while leveraging the expertise of EMS providers for design,
procurement, assembly and test operations and supply chain management. As a
result, larger, more sophisticated EMS providers have established strong
strategic relationships with many of their OEM customers.

    The Company believes that the principal reasons OEMs establish relationships
with EMS providers include the following:

    DECREASE TIME TO MARKET.  Electronics products are experiencing increasingly
shorter product life cycles, requiring OEMs to continually reduce the time
required to bring products to market. OEMs can significantly improve product
development cycles and enhance time to market by benefitting from the expertise
and

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infrastructure of EMS providers. This includes capabilities relating to design,
quick-turn prototype development and rapid ramp-up of new products to high
volume production, with the critical support of worldwide supply chain
management.

    REDUCE OPERATING COSTS AND INVESTED CAPITAL.  As electronics products have
become more technically advanced, the manufacturing process has become
increasingly automated, requiring greater levels of investment in capital
equipment. EMS companies enable OEMs to gain access to advanced manufacturing
facilities, supply chain management and engineering capabilities, additional
capacity, greater flexibility for both product ramp-up and changeover and the
economies of scale which EMS companies provide. As a result, OEMs can reduce
overall operating costs, working capital and capital investment requirements.

    FOCUS RESOURCES ON CORE COMPETENCIES.  The electronics industry is
experiencing greater levels of competition and rapid technological change. In
this environment, many OEMs are seeking to focus on their core competencies of
product development, sales, marketing and customer service, and to outsource
design, manufacturing and related requirements to their EMS partners.

    ACCESS LEADING MANUFACTURING TECHNOLOGIES.  Electronics products and
electronics manufacturing technology have become increasingly sophisticated and
complex, making it difficult for many OEMs to maintain the necessary
technological expertise and focus required to efficiently manufacture products
internally. By working closely with EMS providers, OEMs gain access to high
quality manufacturing expertise and capabilities in the areas of advanced
process, interconnect and test technologies.

    UTILIZE EMS COMPANIES' PROCUREMENT, INVENTORY MANAGEMENT AND LOGISTICS
EXPERTISE.  OEMs who manufacture internally are faced with greater complexities
in planning, procurement and inventory management due to frequent design
changes, short product life cycles and product demand fluctuations. OEMs can
address these complexities by outsourcing to EMS providers which (i) possess
sophisticated supply chain management capabilities, and (ii) can leverage
significant component procurement advantages to lower product costs.

    IMPROVE ACCESS TO GLOBAL MARKETS.  OEMs are generally increasing their
international activities in an effort to expand sales through access to foreign
markets. EMS companies with worldwide capabilities are able to offer such
OEMs global manufacturing solutions, to meet local content requirements,
distribute products efficiently around the world and lower costs.

    KEY SUCCESS FACTORS

    Celestica believes that the following are the key success factors for EMS
providers seeking to establish and expand relationships with leading OEMs:

    SOPHISTICATED TECHNOLOGICAL CAPABILITIES.  The desire among OEMs to increase
product performance, functionality and quality is driving a requirement for
increasingly complex assembly and test technologies. EMS companies which possess
sophisticated skills in manufacturing technology, and which continually innovate
and develop advanced assembly and test techniques, provide a competitive
advantage to their OEM customers. We believe that as the trend to outsourcing
continues, OEMs will increasingly outsource more complex products.

    LARGE-SCALE AND FLEXIBLE PRODUCTION CAPACITY.  Increasingly, leading
OEMs are seeking to outsource large-scale manufacturing programs. Generally
those EMS providers that can meet the volume and sensitive time-to-market
requirements associated with these programs will be able to exploit these
opportunities. EMS providers must be of a certain scale and diversity to be
awarded large-scale programs, as OEMs are often seeking partners with the
resources to support simultaneous product launches in multiple geographic
markets.

    GLOBAL SUPPLY CHAIN MANAGEMENT SKILLS.  EMS providers must possess the
skills required to optimize many aspects of the OEM's global supply chain, from
managing a sophisticated supplier base, component selection and cost-effective
procurement to inventory management and rapid distribution direct to
end-customers. Therefore, EMS providers who lack the sophisticated material
resource planning and information technology systems necessary to effectively
optimize the supply chain will be significantly disadvantaged in the
marketplace.

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    BROAD SERVICE OFFERING.  In order to establish strategic relationships with
OEM customers, EMS companies must be able to effectively provide a broad
portfolio of services. These services include front-end product design and
design for manufacturability, component selection and procurement, quick-turn
prototyping, PCA test, product assurance and failure analysis and back-end
functions such as full system assembly, order fulfilment, worldwide distribution
and after-sales support, including repair services. The complex nature of
certain services such as front-end design and testing require a significant
investment in highly trained engineering personnel.

    GLOBAL PRESENCE.  EMS companies with global plant networks can simplify and
shorten an OEM's supply chain and significantly reduce the time it takes to
bring products to market. Additionally, EMS providers are locating in lower-cost
regions such as Mexico, Asia and Central Europe in order to complement their
offerings by providing lower cost manufacturing solutions to their OEM customers
for certain price-sensitive applications. As a result of these trends, many
large OEMs are beginning to work with a smaller number of EMS providers that, as
worldwide suppliers, can meet their needs in multiple geographic markets.

    MARKET CONSOLIDATION

    The Company believes that larger EMS providers which possess the above-noted
attributes will be well positioned to take advantage of anticipated growth in
the EMS industry. Conversely, the Company believes that smaller providers who
seek to serve leading OEMs, and compete directly with larger EMS providers, will
generally be disadvantaged due to a lack of scale and their difficulty in
meeting OEM requirements relating to technology, capacity, supply chain
management, broad service offerings and global manufacturing capabilities.

    The EMS industry has experienced an increase in large-scale acquisition
activity in recent years, primarily through the sale of facilities and
manufacturing operations from OEMs to larger EMS providers. OEMs have tended to
award these opportunities to larger EMS providers that possess the capital,
management expertise and advanced systems required to integrate the acquired
business effectively as the acquiror in most cases becomes an important supplier
to the OEM post-acquisition. For the EMS provider, these acquisitions have been
driven by the need for additional capacity or capability, a desire to enter new
geographic or product markets and services, or a desire to establish or further
develop a customer relationship with a particular OEM.

    Given this environment, Celestica believes that the EMS industry may
experience significant consolidation, driven by the continued trend among
OEMs to outsource large-volume programs to leading EMS providers, the continued
disposition of OEM manufacturing assets to these companies and acquisition
activity among EMS businesses themselves.

CELESTICA'S STRATEGY

    Celestica's goal is to be the "partner of choice" in EMS. To achieve this
goal, Celestica works closely with OEM customers to proactively identify and
fulfill each of their requirements, and exceed their expectations in areas such
as price, delivery, quality, reliability and serviceability. By deploying the
following strategy, we believe that Celestica will maximize customer
satisfaction and achieve superior financial performance and enhance shareholder
value:

    LEVERAGE LEADERSHIP IN TECHNOLOGY, QUALITY AND SUPPLY CHAIN MANAGEMENT.  We
are committed to maintaining our leadership position in the areas of technology,
quality and supply chain management. Our modern plants and leading technological
capabilities enable us to produce complex and highly sophisticated products to
meet the rigorous demands of our OEM customers. The Company's Customer Gateway
Centre strategy provides customer access to the Company's broad base of
services, capabilities, skills, geographic coverage and larger production
facilities. Our commitment to quality in all aspects of our business allows us
to deliver consistently reliable products to our OEM customers. The systems and
processes associated with our leadership in supply chain management enable us to
rapidly ramp operations to meet customer needs, flexibly shift capacity in
response to product demand fluctuations, and effectively distribute products
directly to end-customers. We often work closely with many suppliers to
influence component design for the benefit of OEM customers. We have been
recognized through numerous customer and industry achievement awards.

    DEVELOP AND ENHANCE RELATIONSHIPS WITH LEADING OEMS.  Celestica seeks
profitable, strategic relationships with industry leaders in the computer and
communications sectors. To this end, we pursue opportunities which

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exploit our competitive advantages in the areas of technology, quality and
supply chain management. This strategy has allowed us to establish strong
manufacturing relationships with OEMs such as Avaya, Cisco Systems, Dell, EMC,
Fujitsu-ICL, Hewlett-Packard, IBM, Lucent Technologies, Motorola, NEC, Nortel
Networks and Sun Microsystems. We are committed to further diversification of
our customer base and expanding our global presence as required by our
customers.

    BROADEN SERVICE OFFERINGS.  We continually expand the breadth and depth of
the services we provide to OEMs. Although we traditionally offered our services
in connection with the production of higher-end and more complex products, we
have significantly broadened our offering of services to facilitate the
manufacture of a broader spectrum of products and to support the full product
lines of leading OEMs. In the past few years, we have acquired additional
capabilities in prototyping and PCA design, embedded system design, full system
assembly and repair services. We will continue to broaden our design services
capabilities in order to increase the value of services to our customers.
Furthermore, we will continue to establish in key locations in order to better
serve customers' requirements. We will expand our capabilities and service
offerings on a global basis as required by our customers.

    DIVERSIFY END-MARKETS.  Celestica has a diversified customer base whose
products serve the communications, server, storage and other, workstation and
personal computer industries. In 2001, revenue by end-market users was as
follows: communications -- 36%; servers -- 31%; storage and other -- 18%; and
workstations and personal computer -- 15%. Celestica's strategy is to mitigate
risk by increasing diversification across end-markets.

    SELECTIVELY PURSUE STRATEGIC ACQUISITIONS.  Celestica has completed numerous
acquisitions. We will continue selectively to seek acquisition opportunities in
order to (i) further develop strategic relationships with leading OEMs,
(ii) expand our capacity and capability, (iii) diversify into new market
sectors, (iv) broaden our service offerings and (v) optimize our global
positioning. Celestica has developed and deployed a comprehensive integration
strategy which includes establishing a common culture at all locations with
broad-based workforce participation, providing a single marketing "face" to
customers worldwide, deploying common information technology platforms,
leveraging global procurement and transferring best practices among operations
worldwide.

    INCREASE OPERATING EFFICIENCY.  In the past, we have improved our operating
margins each year since 1998. Despite a difficult market environment in 2001, we
were able to maintain our operating margins at the same level as 2000. These
margins are measured by Celestica as (i) net earnings before interest, income
taxes, amortization of intangible assets, integration costs related to
acquisitions and other charges, divided by (ii) revenue. Management is committed
to applying our proven strategies and processes to enhance margins in our newly
acquired operations around the world. Additionally, we are executing our plan to
improve overall financial margins by (i) optimizing the allocation of production
within our worldwide network of facilities based on cost and technological
complexities, (ii) leveraging corporate procurement capabilities to lower
materials costs, (iii) increasing utilization of recently acquired facilities to
take advantage of significant operating leverage, (iv) deploying corporate cost
reduction and productivity enhancement initiatives on a global basis,
(v) consistently applying best practices among our operations worldwide, and
(vi) compensating our employees based in part on the achievement of earnings
targets. In addition, we will continue our intensive focus on maximizing asset
turnover which, combined with the margin enhancements described above, we
believe will increase our return on invested capital.

CELESTICA'S BUSINESS

    EMS SERVICES

    Celestica is positioned as a value-added provider within the EMS industry
with a full spectrum of products and services to capitalize on the extensive
technological know-how and intellectual capital within Celestica. We believe
that our ability to deliver this wide spectrum of services to our OEM customers
provides us with a competitive advantage over EMS providers focused in few
service areas. Celestica offers a full range of manufacturing services including
those discussed below.

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    SUPPLY CHAIN MANAGEMENT.  We utilize our fully integrated enterprise
resource planning and supply chain management system to enable us to optimize
materials management from supplier to end-customer. Effective management of the
supply chain is critical to the success of OEMs as it directly impacts the time
required to deliver product to market and the capital requirements associated
with carrying inventory.

    DESIGN.  Celestica's design team works with OEM product developers in the
early stages of product development. The design team uses advanced design tools
to enable new product ideas to progress from electrical and ASIC design to
simulation and physical layout to design for manufacturability. Electronic
linkages between the customer, the design group and the manufacturing group at
Celestica help to ensure that new designs are released rapidly, smoothly and
cohesively into production.

    PROTOTYPING.  Prototyping is a critical stage in the development of new
products which is enhanced by linkage between OEM and EMS engineers. Celestica's
prototyping and new product introduction centers, referred to as "Customer
Gateway Centres," are strategically located, enabling us to provide a quick
response to customer demands facilitating greater collaboration between our
engineers and those customers providing a seamless entry to our larger
manufacturing facilities.

    PRODUCT ASSEMBLY AND TEST.  We use sophisticated technology in the assembly
and testing of our products, and have continually made significant investments
in developing new assembly and test process techniques and improving product
quality, reducing cost and improving delivery time to customers. Celestica works
independently and with customers and suppliers to develop leading assembly and
test technologies.

    FULL SYSTEM ASSEMBLY.  Celestica provides full system assembly services to
OEMs. These services require sophisticated logistics capabilities to rapidly
procure components, assemble products, perform complex testing and distribute
products to customers around the world. Celestica's full system assembly
services involve combining a wide range of sub-assemblies (including PCA) and
employing advanced test techniques to various sub-assemblies and final-end
products. Increasingly, OEMs require custom build-to-order system solutions with
very short lead times. We are focused on exploiting this trend through our
advanced supply chain management capabilities.

    PRODUCT ASSURANCE.  We believe we are one of the few EMS companies that
provides product assurance to our OEM customers. Celestica's product assurance
team performs product life testing and full circuit characterization to ensure
that designs meet or exceed required specifications. Celestica is accredited as
a National Testing Laboratory capable of testing to international standards
(E.G., Canadian Standards Association and Underwriters Laboratories). Celestica
believes that this service allows customers to attain product certification
significantly faster than is customary in the EMS industry.

    FAILURE ANALYSIS.  Celestica's extensive failure analysis capabilities
concentrate on identifying the root cause of failures and determining corrective
action. Root cause of failures typically relates to inherent component defects
or design robustness deficiencies. Products are subjected to various
environmental extremes, including temperature, humidity, vibration, voltage and
rate of use, and field conditions are simulated in failure analysis laboratories
which also employ advanced electron microscopes, spectrometers and other
advanced equipment. We are proficient in discovering failures before products
are shipped and, more importantly, our highly qualified engineers are very
pro-active in working in partnership with suppliers and customers to implement
resolutions.

    PACKAGING AND GLOBAL DISTRIBUTION.  Celestica designs and tests packaging of
products for bulk shipment or single end-customer use. We have a sophisticated
integrated system for managing complex international order fulfilment, allowing
us to ship worldwide and, in many cases, directly to the OEMs' end-customers.

    AFTER-SALES SUPPORT.  Celestica offers a wide range of after-sales support
services. This support can be individualized to meet each customer's
requirements and includes field failure analysis, product upgrades, repair and
engineering change management.

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    QUALITY MANAGEMENT

    One of our strengths has been our ability to consistently deliver high
quality services and products. Celestica has an extensive quality management
system that focuses on continual process improvement and achieving high customer
satisfaction. Celestica employs a variety of advanced statistical engineering
techniques and other tools to assist in improving product and service quality.
All of our principal facilities are ISO certified to ISO 9001 or ISO 9002
standards and our environmental management systems at our Toronto, Little Rock,
Fort Collins, Denver, Foothill Ranch, Columbus, Oklahoma City, Chippewa Falls,
Mt. Pleasant, United Kingdom, Ireland, France and Italian facilities and some of
our Asian, Mexican and Czech facilities are also certified to the ISO 14001
(environmental) standards.

    We believe that our success is directly linked to high customer
satisfaction. As such, a portion of the compensation of employees is based on
the results of extensive customer satisfaction surveys conducted on Celestica's
behalf by an independent consultant.

    GEOGRAPHIES

    In 2001, approximately 68% of Celestica's products were delivered to
customers in North America. Celestica produces products in the United States,
Canada, Mexico, United Kingdom, Ireland, Italy, Thailand, China, Hong Kong,
Czech Republic, Brazil, Singapore, Malaysia and Japan. Facilities in the
Americas, Europe and Asia generated approximately 62%, 29% and 9%, respectively,
of Celestica's revenue in 2001. We are focused on expanding our worldwide
resources and capability. Additionally, we believe that locating in lower cost
geographic regions such as Central Europe and South America complements our
service offerings by providing lower cost manufacturing solutions to our OEM
customers for certain price-sensitive applications.

    Certain information concerning geographic segments is set forth in Note 20
to the Consolidated Financial Statements in Item 18.

    SALES AND MARKETING

    Sales and marketing at Celestica is an integrated process designed to
provide a single "face" to the customer worldwide. Celestica's coordination of
efforts with key global accounts has been enhanced by the creation of
customer-focused units each headed by a general manager to oversee the entire
relationship with such customers. We have a global network comprised of direct
sales people, customer service representatives, project managers and global
account executives, as well as our senior executives. Celestica's sales
resources are directed at multiple management and staff levels within target
accounts. We also use independent sales representatives in certain geographic
areas. Sales offices are located in proximity to key OEMs.

    Celestica has adopted a focused marketing approach targeted at creating
profitable, strategic relationships with leading OEMs primarily in the computer
and communication sectors. To this end, we are selective as to the nature and
type of business we pursue in order to position ourselves as a value-added
provider within the EMS industry.

    CUSTOMERS

    Celestica targets industry-leading customers primarily in the computer and
communications sectors. Celestica supplies products and services to over
75 OEMs, including such industry leaders as Avaya, Cisco Systems, Dell, EMC,
Fujitsu, Hewlett-Packard, IBM, Lucent Technologies, Motorola, NEC and Sun
Microsystems. Celestica's electronics products can be found in a wide array of
end-products, including: cell phones and pagers, hubs and switches, LAN and WAN
networking cards, laser printers, mainframe computers, mass storage devices,
medical products, modems, multimedia peripherals, PBX switches, personal
computers, PDAs, photonic devices, routers, scalable processors, servers,
switching products, token ring products, video broadcasting equipment, wireless
base stations, wireless loop systems and workstations.

    During 2001, Celestica's three largest customers, IBM, Sun Microsystems and
Lucent Technologies, each represented in excess of 10% of total revenue and in
the aggregate represented 55% of total revenue. During 2000, Celestica's two
largest customers, IBM and Sun Microsystems, each represented in excess of 10%
of total revenue and in the aggregate represented 46% of total revenue.
Celestica's next five largest customers

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represented approximately 24% of Celestica's total revenue in 2001 (compared
with 32% for the next five largest customers in 2000).

    We generally enter into supply arrangements in connection with our
acquisition of facilities from OEMs. These arrangements generally govern the
conduct of business between the parties relating to, among other things, the
manufacture of products which were previously produced at that facility by the
seller itself. Such arrangements, which in certain instances contain limited
overhead contribution provisions or limited revenue or product volume
guarantees, are for short-term periods (from one to three years). There can be
no assurance that these arrangements will be renewed.

    TECHNOLOGY AND RESEARCH AND DEVELOPMENT

    We use advanced technology in the assembly and testing of the products we
manufacture. We believe that our processes and skills are among the most
sophisticated in the industry, which provides us with advantages over many of
our smaller and less sophisticated competitors.

    Our customer-focused factories include predominantly SMT lines, which are
highly flexible and are continually reconfigured to meet customer-specific
product requirements. In addition to expertise in conventional SMT technology,
Celestica has extensive capabilities across a broad range of specialized
assembly process technologies, including chip on board, chip scale packaging,
flip chip attach, tape automated bonding, wire bonding, multi-chip module, ball
grid array, micro ball grid array, tape ball grid array and column grid array.
We also work with a wide range of substrate types from thin flexible printed
circuit boards to highly complex, dense multilayer boards.

    Our assembly capabilities are complemented by advanced test capabilities.
Technologies include high speed functional testing, burn-in, vibration, radio
frequency, in-circuit and in-situ dynamic thermal cycling stress testing. We
believe that our inspection technology, which includes X-ray laminography,
three-dimensional laser paste volumetric inspection and scanning electron
microscopy, is among the most sophisticated in the EMS industry. Furthermore,
Celestica employs internally-developed automated robotic technology to perform
in-process repair.

    Our ongoing research and development activities include the development of
processes and test technologies as well as some focused product development.
Celestica is pro-active in developing manufacturing techniques which take
advantage of the latest component and product designs and packaging. For
example, NASA selected Celestica to work with engineers in our jet propulsion
laboratory to evaluate the robustness, quality and reliability of chip scale
size packaging for use on space vehicles. Furthermore, we often work with
industry groups to advance the state of technology in the industry.

    SUPPLY CHAIN MANAGEMENT

    Celestica has strong relationships with a broad range of suppliers. We use
electronic data interchange with our key suppliers and ensures speed of supply
through the use of automated receiving and full-service distribution
capabilities. Celestica procured and managed over $8 billion in materials and
related services. We view this size of procurement as an important competitive
advantage as it enhances our ability to obtain better pricing, influence
component packaging and design and obtain supply of components in constrained
markets.

    We utilize two fully integrated enterprise systems which provide
comprehensive information on our logistics, financial and engineering support
functions. One system is used in Asia, Brazil and Europe and the other system is
common throughout the rest of Celestica. These systems provide management with
the data required to manage the logistical complexities of the business. These
systems are augmented by and integrated with other applications such as shop
floor controls, component database management and design tools.

    We employ a strategy of risk minimization relative to our inventory and
generally order materials and components only to the extent necessary to satisfy
existing customer orders. Celestica has implemented specific inventory
management strategies with certain suppliers such as "line-side stocking"
(pulling inventory at the production line on an as-needed basis) and "real-time
component pricing" (the ability to obtain the advantage of the most recent price
change in component pricing) designed to minimize the risk to us of cost
fluctuations. In

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providing contract manufacturing services to our customers, we are largely
protected from the risk of fluctuations in inventory costs, as these costs are
generally passed through to customers.

    Almost all of the products manufactured by Celestica require one or more
components, one or more of which may be ordered from a sole-source supplier, and
most full system assemblies require one or more components that are ordered from
a sole-source supplier. Some of these components are rationed in response to
supply shortages. We attempt to ensure continuity of supply of these components.
In cases where unanticipated customer demand or supply shortages occur, we
attempt to arrange for alternative sources of supply, where available, or to
defer planned production in response to the anticipated unavailability of the
critical components. In some cases, supply shortages will substantially curtail
production of all full system assemblies using a particular component. In
addition, at various times there have been industry-wide shortages of electronic
components. There can be no assurance that such shortages, or future
fluctuations in material cost, will not have a material adverse effect on our
results of operations, business, prospects and financial condition.

    INTELLECTUAL PROPERTY

    We hold licenses to various technologies which we acquired in connection
with acquisitions from Fujitsu-ICL, Hewlett-Packard, IBM, Madge Networks and
other companies. We believe that we have secured access to all required
technology that we are currently using in the conduct of our business.

    Technology developed under IBM's ownership for use by us in our current
business is licensed to us by IBM pursuant to a "know-how" license acquired in
connection with the acquisition of Celestica, which allows us to employ this
technology at no further cost. Also, as part of the acquisition, we entered into
a patent license agreement with IBM to provide us with the use of IBM patents
relevant to the operation of our business. The license fee generally is fixed
for products manufactured in Canada and is payable over the initial term of the
agreement. We are negotiating an extension to the original agreement which
expired on December 31, 2001.

    We regard our manufacturing processes and certain designs as proprietary
trade secrets and confidential information. We rely largely upon a combination
of trade secret laws, non-disclosure agreements with our customers and suppliers
and our internal security systems, confidentiality procedures and employee
confidentiality agreements to maintain the trade secrecy of our designs and
manufacturing processes. Although we take steps to protect our trade secrets,
there can be no assurance that misappropriation will not occur.

    Celestica currently has a limited number of patents and patent applications
pending. However, we believe that the rapid pace of technological change makes
patent protection less significant than such factors as the knowledge and
experience of management and personnel and our ability to develop, enhance and
market manufacturing services.

    We license some technology from third parties which we use in providing
manufacturing services to our customers. We believe that such licenses are
generally available on commercial terms from a number of licensors. Generally,
the agreements governing such technology grant to Celestica non-exclusive,
worldwide licenses with respect to the subject technology and terminate upon a
material breach by Celestica.

    COMPETITION

    The EMS industry is comprised of a large number of domestic and foreign
companies, of which four companies, Celestica, Sanmina-SCI Corporation,
Flextronics International and Solectron Corporation, each had annual revenue in
excess of $10.0 billion in 2001. We also face competition from current and
prospective customers which evaluate our capabilities against the merits of
manufacturing products internally. We compete with different companies depending
on the type of service or geographic area. Certain of our competitors may have
greater manufacturing, financial, research and development and marketing
resources than we do. We believe that the primary basis of competition in our
targeted markets is manufacturing technology, quality, responsiveness, the
provision of value added services and price. To remain competitive, we believe
we must continue to provide technologically advanced manufacturing services,
maintain quality levels, offer flexible delivery schedules, deliver finished
products on a reliable basis and compete favorably on the basis of price.

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    HUMAN RESOURCES

    As of March 1, 2002, we employ over 40,000 permanent and temporary
(contract) employees worldwide. A significant percentage of our permanent
employees have post-secondary education and more than 2,800 are engineers. The
only Celestica employees that are unionized are certain of our employees in the
United Kingdom, Italy, Mexico, U.S. and Brazil. Given the variable nature of our
project flow and the quick response time required by our customers, it is
critical that we be able to quickly ramp-up and ramp-down our production to
maximize efficiency. To achieve this, our strategy has been to employ a skilled
temporary labor force, as required.

    Culturally, Celestica is team-oriented, values-driven, empowerment-based,
dynamic and results-oriented, with an overriding sensitivity to customer service
and quality at all levels. This environment is a critical factor for us to be
able to fully utilize the intellectual capital of our employees. We have never
experienced a work stoppage or strike. We believe that our employee relations
are good.

    ENVIRONMENTAL MATTERS

    Celestica is subject to extensive environmental, health and safety laws and
regulations, including measures relating to the release, use, storage,
treatment, transportation, discharge, disposal and remediation of contaminants,
hazardous substances and wastes, as well as practices and procedures applicable
to the construction and operation of our plants. We believe that we are in
compliance in all material respects with current environmental laws. However,
there can be no assurance that we will not experience difficulties with our
efforts to maintain material compliance at our facilities, or to comply either
with currently applicable environmental laws or environmental laws as they
change in the future, or that our continued compliance efforts (or failure to
comply with applicable requirements) will not have a material adverse effect on
our results of operations, business, prospects and financial condition. Our need
to comply with present and changing future environmental laws could restrict our
ability to modify or expand our facilities or continue production and could
require us to acquire costly equipment or to incur other significant expense.

    Some of our operating sites have a history of industrial use. As is typical
for such businesses, soil and groundwater contamination has occurred. We from
time to time investigate, remediate and monitor soil and groundwater
contamination at certain of our operating sites.

    Except for the facilities we acquired in the Omni transaction, Phase I
or similar environmental assessments (which involve general inspections without
soil sampling or ground water analysis) were obtained for most of the
manufacturing facilities leased or owned by Celestica in connection with our
acquisition or lease of such facilities. Where contamination is suspected,
usually Phase II intrusive environmental assessments (including soil and/or
groundwater testing) are performed. We expect to conduct such environmental
assessments in respect of future property acquisitions where consistent with
local practice. These environmental assessments have not revealed any
environmental liability that, based on current information, we believe will have
a material adverse effect on our results of operations, business, prospects or
financial condition, nor are we aware that we have any such material
environmental liability, in part because of the contractual retention of
liability for some contamination and its remediation by landlords and former
owners at some sites. It is possible that our assessments do not reveal all
environmental liabilities or that there are material environmental liabilities
of which we are not presently aware or that future changes in law or enforcement
standards will cause us to incur significant costs or liabilities in the future.

    BACKLOG

    Although we obtain firm purchase orders from our customers, OEM customers
typically do not make firm orders for delivery of products more than 30 to
90 days in advance. We do not believe that the backlog of expected product sales
covered by firm purchase orders is a meaningful measure of future sales, since
orders may be rescheduled or canceled.

                                       22
<Page>
    SEASONALITY

    Historically, Celestica has experienced some seasonal variation in revenue,
with revenue typically being highest in the fourth quarter and lowest in the
first quarter. See Item 5, "Operating and Financial Review and
Prospects -- Management's Discussion and Analysis of Financial Condition and
Results of Operations."

GLOSSARY

<Table>
<S>                                     <C>
ASIC..............................      "Application specific integrated circuit." A device which
                                        combines several functions into one silicon chip, allowing a
                                        reduction in space and power consumption.

Ball grid array...................      A silicon chip packaging technique that provides high
                                        interconnection density at a low cost, high thermal
                                        electrical performance, high reliability and high card
                                        assembly yields. This technology uses an array of solder
                                        balls to connect the silicon chip to the printed circuit
                                        board.

Chip on board.....................      A generic term for the use of unpackaged or "bare" silicon
                                        that is attached to the surface of the printed circuit
                                        board. The "bare" silicon is often sealed with an epoxy to
                                        strengthen reliability. Chip on board allows for space
                                        savings as well as faster signal processing speeds. Examples
                                        of chip on board are flip chip attach, tape automated
                                        bonding and wire bonded chips.

Consignment.......................      An outsourcing method in which the outsourcing company
                                        provides most or all of the materials required for the
                                        products, and the EMS provider supplies only the
                                        manufacturing service.

EMS...............................      Electronics manufacturing services.

Flip chip attach..................      A type of chip on board that involves attaching the "bare"
                                        silicon directly to the printed circuit board using solder.

Full system assembly..............      The assembly of a variety of PCAs and other
                                        subassemblies/components into a final product, such as a
                                        server, workstation or personal computer. Full system
                                        assembly typically includes the testing and distribution of
                                        the final product.

In-circuit test...................      One of the first electrical tests performed on completed
                                        PCAs, where small portions of the PCAs can be individually
                                        tested down to the silicon chip level.

In-situ dynamic thermal cycling
  stress testing..................      The electrical testing of PCAs while varying temperature, in
                                        an effort to uncover potential defects in assembly and
                                        electronics components.

Interconnect technology...........      The series of techniques used to electrically connect
                                        silicon chips, substrates and other electronics components
                                        together to create a functional product.

LAN...............................      "Local area network." Multiple computers linked together to
                                        facilitate shared communications in a local or office
                                        environment.

Multi-chip module.................      A packaging technique that combines multiple silicon chips
                                        together into a single functional device.

OEM...............................      Original equipment manufacturer.

PBX switch........................      "Private branch exchange switch." A switch used in a
                                        telephone system consisting of central office trunks, a
                                        switchboard and extension telephones which may be
                                        interconnected with the trunks or with each other through
                                        the switchboard and associated equipment. These switches are
                                        typically used within a single company, office or building.

PDAs..............................      "Personal Digital Assistant." A small form factor portable
                                        computing device.
</Table>

                                       23
<Page>
<Table>
<S>                                     <C>
PCAs..............................      "Printed circuit assemblies." Printed circuit boards which
                                        are populated with various electronics components to form
                                        functional products.

Photonic devices..................      Communications equipment used in an optical network
                                        utilizing fiber optic technology for the transmission of
                                        information.

Scalable processor................      A processor system that allows for the combination of
                                        multiple microprocessors together to provide significantly
                                        higher processing power and speed.

Scanning electron microscope......      A device providing magnification of a material's surface up
                                        to 40,000 times and allowing in-depth surface analysis.

SMT...............................      "Surface mount technology." A manufactured technology for
                                        attaching electronics components directly onto the surface
                                        of printed circuit boards.

Substrate.........................      Also referred to as a "printed circuit board" or "board." A
                                        substrate acts as a carrier to provide very dense wiring
                                        between silicon chips. A substrate can take the form of
                                        ceramic, plastic, film or fibreglass sheets with embedded
                                        copper wiring.

Tape automated bonding............      A type of chip on board that involves attaching "bare"
                                        silicon through a mass bonding method. The silicon possesses
                                        gold- or tin-plated copper lead frames which are mounted
                                        directly to the printed circuit board.

Tape ball grid array..............      A ball grid array silicon chip which is packaged on a thin
                                        tape/film carrier.

Three-dimensional laser paste
volumetric inspection.............      An inspection system that uses a laser light source and a
                                        camera for image capture in a controlled process. It is used
                                        to measure the volume of solder paste that has been screened
                                        onto a printed circuit board in order to ensure solder
                                        quality.

Token ring........................      A type of LAN technology.

Turnkey...........................      An outsourcing method that turns over to the EMS provider
                                        all aspects of manufacturing, including the procurement of
                                        materials.

WAN...............................      "Wide area network." A communications network that covers a
                                        wide geographic area, such as a province, state or country.

Wire bonding......................      A method of attaching a "bare" silicon chip on a board. This
                                        process involves ultrasonically bonding fine aluminum wire
                                        (the size of a human hair) from the silicon chip to the PCB.
                                        This procedure is often performed in a clean room
                                        environment.

Wireless base stations............      A base station transmitter used in digital cellular
                                        telephone networks. This is the electrical communication
                                        device that links a cellular telephone to the telephone
                                        network.

Wireless loop system..............      A system providing wireless communications between the
                                        telephone network box on a residential street and all of the
                                        homes in the neighborhood, eliminating buried telephone
                                        cable to homes. This system can also be used in an office
                                        campus environment.

X-ray laminography................      An inspection process used for examining the quality of
                                        solder joints in an array package like ball grid array and
                                        column grid array. The technique is very similar to that of
                                        a CAT scan in the medical industry. The assembly is x-rayed
                                        in slices down through the solder joints, and the images are
                                        compared to a known good image for solder quality.
</Table>

                                       24
<Page>
C.  ORGANIZATIONAL STRUCTURE

    We conduct our business through subsidiaries operating on a worldwide basis.
The following chart identifies our principal operating subsidiaries, each of
which is wholly-owned.

                      DESCRIPTION OF ORGANIZATIONAL CHART

<Table>
<S>                 <C>            <C>               <C>                <C>              <C>          <C>
                                                         Celestica
                                                           Inc.
                                                         (Ontario)

    Celestica         Celestica    Celestica (U.S.)      Celestica      Omni Industries   Celestica   Celestica de
International Inc.  Montreal Inc.  Inc. (Delaware)     Europe Inc.          Limited      Hong Kong     Monterrey
    (Ontario)         (Canada)                           (Ontario)        (Singapore)      Limited    S.A. de C.V.
                                                                                         (Hong Kong)    (Mexico)

                                      Celestica          Celestica         Celestica
                                     Corporation      (UK) Holdings     Italia S.r.l.
                                      (Delaware)          Limited           (Italy)
                                                     (United Kingdom)

                                                     Celestica Limited
                                                     (United Kingdom)
</Table>

D.  DESCRIPTION OF PROPERTY

    The following table sets forth summary information with respect to our
principal facilities, all of which are used for EMS activities.

<Table>
<Caption>
                                                              MANUFACTURING
FACILITY                                                      SQUARE FOOTAGE   OWNED/LEASED
- --------                                                      --------------   -------------
                                                              (in thousands)
<S>                                                           <C>              <C>
Toronto, Ontario............................................       888            Owned
Montreal, Quebec............................................       180            Owned
Oklahoma City, Oklahoma.....................................       723            Leased
Denver, Colorado............................................       300            Leased
Columbus, Ohio..............................................       476            Owned
Little Rock, Arkansas.......................................       424            Owned
Foothill Ranch, California..................................       237            Leased
Fort Collins, Colorado......................................       200            Leased
Rochester, Minnesota........................................       200            Leased
Chippewa Falls, Wisconsin...................................       153            Owned
Salem, New Hampshire........................................       112            Leased
San Jose, California........................................       131            Leased
Dallas, Texas...............................................        69            Leased
Mt. Pleasant, Iowa..........................................        69            Leased
Milwaukie, Oregon...........................................        61            Leased
Chelmsford, Massachusetts...................................        37            Leased
Raleigh, North Carolina.....................................        26            Leased
Austin, Texas...............................................        51            Leased
Kidsgrove, England..........................................       375            Owned
Telford, England............................................        50            Owned
Vimercate, Italy............................................       550            Owned
Santa Palombo, Italy........................................       150            Owned
Dublin, Ireland.............................................       210            Owned
Saumur, France..............................................       142            Owned
Rajecko, Czech Republic.....................................       170            Owned
Kladno, Czech Republic......................................       166            Owned
Monterrey, Mexico...........................................       214            Leased
</Table>

                                       25
<Page>

<Table>
<Caption>
                                                              MANUFACTURING
FACILITY                                                      SQUARE FOOTAGE   OWNED/LEASED
- --------                                                      --------------   -------------
                                                              (in thousands)
<S>                                                           <C>              <C>
Mexico (2)..................................................       152            Leased
Monterrey, Mexico...........................................       113            Owned
Jaguariuna, Brazil..........................................       142            Leased
Shanghai, China.............................................       383            Owned
Dongguan, China.............................................       172            Leased
China (3)...................................................       122         Owned/Leased
Shatin, Hong Kong...........................................       123            Leased
Indonesia (3)...............................................        48         Owned/Leased
Johor Bahru, Malaysia.......................................       546            Leased
Kulim, Malaysia.............................................       310            Owned
Malaysia (2)................................................       101         Owned/Leased
Singapore...................................................       307            Leased
Singapore...................................................       316            Owned
Laem Chabang, Thailand......................................       422            Leased
Rayong, Thailand............................................       132            Leased
</Table>

    Celestica's principal executive office is located at 12 Concorde Place,
Toronto, Ontario M3C 3R8. We own a 330,000 square foot facility adjacent to our
Toronto, Ontario facility. All of our principal facilities are ISO certified to
ISO 9001 or ISO 9002 standards and our environmental management systems at our
Toronto, Little Rock, Fort Collins, Denver, Foothill Ranch, Columbus, Oklahoma
City, Chippewa Falls, Mt. Pleasant, United Kingdom, Ireland, France and Italian
facilities and some of our Asian, Mexican and Czech facilities are also
certified to the ISO 14001 (environmental) standards.

    The leases for our leased facilities expire between 2002 and 2016. Celestica
currently expects to be able to extend the terms of expiring leases or to find
replacement facilities on reasonable terms.

ITEM 5.  OPERATING AND FINANCIAL REVIEW AND PROSPECTS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
  OPERATIONS

    THE FOLLOWING DISCUSSION OF THE FINANCIAL CONDITION AND RESULTS OF
OPERATIONS OF CELESTICA SHOULD BE READ IN CONJUNCTION WITH THE CONSOLIDATED
FINANCIAL STATEMENTS IN ITEM 18.

    CERTAIN STATEMENTS CONTAINED IN THE FOLLOWING MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, INCLUDING, WITHOUT
LIMITATION, STATEMENTS CONTAINING THE WORDS BELIEVES, ANTICIPATES, ESTIMATES,
EXPECTS, AND WORDS OF SIMILAR IMPORT, CONSTITUTE FORWARD-LOOKING STATEMENTS.
FORWARD-LOOKING STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE AND INVOLVE
RISKS AND UNCERTAINTIES WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY
FROM THOSE ANTICIPATED IN THESE FORWARD-LOOKING STATEMENTS. AMONG THE KEY
FACTORS THAT COULD CAUSE SUCH DIFFERENCES ARE: THE LEVEL OF OVERALL GROWTH IN
THE ELECTRONICS MANUFACTURING SERVICES (EMS) INDUSTRY; LOWER-THAN-EXPECTED
CUSTOMER DEMAND; COMPONENT CONSTRAINTS; OUR VARIABILITY OF OPERATING RESULTS
AMONG PERIODS; OUR DEPENDENCE ON THE COMPUTER AND COMMUNICATIONS INDUSTRIES; OUR
DEPENDENCE ON A LIMITED NUMBER OF CUSTOMERS; AND OUR ABILITY TO MANAGE
EXPANSION, CONSOLIDATION AND THE INTEGRATION OF ACQUIRED BUSINESSES. THESE AND
OTHER FACTORS ARE DISCUSSED IN THE COMPANY'S FILINGS WITH SEDAR AND THE
U.S. SECURITIES AND EXCHANGE COMMISSION.

GENERAL

    Celestica is a leading provider of electronics manufacturing services to
OEMs worldwide with 2001 revenue of $10.0 billion. Celestica provides a wide
variety of products and services to its customers, including the high-volume
manufacture of complex PCAs and the full system assembly of final products. In
addition, the Company is a leading-edge provider of design, repair and
engineering services, supply chain management and power products. Celestica
operates facilities in North America, Europe, Asia and Latin America.

                                       26
<Page>
    Celestica prepares its financial statements in accordance with accounting
principles which are generally accepted in Canada with a reconciliation to
accounting principles generally accepted in the United States, as disclosed in
Note 22 to the 2001 Consolidated Financial Statements.

ACQUISITIONS

    A significant portion of Celestica's growth has been generated by
strengthening its customer relationships and increasing the breadth of its
service offerings through facility and business acquisitions.

2000 ACQUISITIONS:

    In February and May, 2000, the Company acquired certain assets from the
Enterprise Systems Group and Microelectronics Division of IBM in Rochester,
Minnesota and Vimercate and Santa Palomba, Italy, respectively, for a total
purchase price of $470.0 million. The purchase price, including capital assets,
working capital and intangible assets, was financed with cash on hand. The
Company signed two three-year strategic supply agreements with IBM to provide a
complete range of electronics manufacturing services. The Rochester, Minnesota
operation provides printed circuit board assembly and test services. The
Vimercate operation provides printed circuit board assembly services and the
Santa Palomba operation provides system assembly services. Approximately 1,800
employees joined Celestica from the IBM acquisition.

    In June 2000, Celestica acquired NDB Industrial Ltda., NEC Corporation's
wholly-owned manufacturing subsidiary in Brazil. The Company signed a five-year
supply agreement to manufacture NEC communications network equipment for the
Brazilian market. Approximately 680 employees joined Celestica. This acquisition
enhanced the Company's presence in South America and put Celestica in a
leadership position with communications and internet infrastructure customers.
In August 2000, the Company acquired Bull Electronics Inc., the North American
contract manufacturing operation of Groupe Bull of France. In November 2000,
Celestica acquired NEC Technologies (UK) Ltd., in Telford, UK. The aggregate
price for these three acquisitions in 2000 was $169.8 million. In 2000,
Celestica also established a greenfield operation in Singapore.

2001 ASSET ACQUISITIONS:

    In February 2001, Celestica acquired certain manufacturing assets in Dublin,
Ireland and Mt. Pleasant, Iowa from Motorola Inc. and signed supply agreements
for two and three years, respectively. This acquisition expanded the Company's
business relationship with Motorola, a leading telecom wireless customer. In
March 2001, Celestica acquired certain assets relating to N.K.
Techno Co. Ltd's repair business, which expanded the Company's presence in
Japan, and established a greenfield operation in Shanghai. In May 2001,
Celestica acquired certain assets from Avaya Inc. in Little Rock, Arkansas and
Denver, Colorado and in August 2001, acquired certain assets in Saumur, France.
The Company signed a five-year supply agreement with Avaya which positioned
Celestica as Avaya's primary outsourcing partner in the area of printed circuit
board, system assembly, test, repair and supply chain management for a broad
range of its telecommunications products. In August 2001, Celestica acquired
certain assets in Columbus, Ohio and Oklahoma City, Oklahoma from Lucent
Technologies Inc. The Company signed a five-year supply agreement with Lucent,
which positions Celestica as the leading EMS provider for Lucent's North
American switching, access and wireless networking systems products.

    The aggregate price for these asset acquisitions in 2001 of $834.1 million
was financed with cash.

2001 BUSINESS COMBINATIONS:

    In January 2001, Celestica acquired Excel Electronics, Inc. through a merger
with Celestica (U.S.) Inc. which enhanced the Company's prototype service
offering in the southern region of the United States. In June 2001, Celestica
acquired Sagem CR s.r.o., in the Czech Republic, from Sagem SA, of France, which
enhanced the Company's presence in central Europe and positioned Celestica as
Sagem's primary EMS provider. In August 2001, Celestica acquired Primetech
Electronics Inc. (Primetech), an electronics manufacturer in Canada. This
acquisition provided Celestica with additional high complexity manufacturing
capability and an expanded global customer base. The purchase price for
Primetech was financed primarily with

                                       27
<Page>
the issuance of 3.4 million subordinate voting shares and the issuance of
options to purchase 0.3 million subordinate voting shares of the Company.

    In October 2001, Celestica acquired Omni Industries Limited (Omni). Omni is
an EMS provider, headquartered in Singapore, with locations in Singapore,
Malaysia, China, Indonesia and Thailand and has approximately 9,000 employees.
Omni provides printed circuit board assembly and system assembly services, as
well as other related supply chain services including plastic injection molding
and distribution. Omni manufactures products for industry leading OEMs in the
PC, storage and communications sectors. The acquisition significantly enhanced
Celestica's EMS presence in Asia. The purchase price of Omni of $865.8 million
was financed with the issuance of 9.2 million subordinate voting shares and the
issuance of options to purchase 0.3 million subordinate voting shares of the
Company and $479.5 million in cash.

    The aggregate purchase price for these business combinations in 2001 was
$1,093.3 million, of which $526.3 million was financed with cash.

    The Company is in the process of obtaining third-party valuations of certain
assets for the Primetech and Omni acquisitions. The fair value allocations of
the purchase price are subject to refinement and could result in adjustments
between goodwill and other net assets.

    Consistent with its past practices and as a normal course of business,
Celestica may at any time be engaged in ongoing discussions with respect to
several possible acquisitions of widely varying sizes, including small single
facility acquisitions, significant multiple facility acquisitions and corporate
acquisitions. Celestica has identified several possible acquisitions that would
enhance its global operations, increase its penetration in several industries
and establish strategic relationships with new customers. There can be no
assurance that any of these discussions will result in a definitive purchase
agreement and, if they do, what the terms or timing of any agreement would be.
Celestica expects to continue any current discussions and actively pursue other
acquisition opportunities.

A.  OPERATING RESULTS

    Celestica's revenue and margins can vary from period to period as a result
of the level of business volumes, seasonality of demand, component supply
availability and the timing of acquisitions. There is no certainty that the
historical pace of Celestica's acquisitions will continue in the future.

    Celestica's contractual agreements with its key customers generally provide
a framework for its overall relationship with the customer. Celestica recognizes
product revenue upon shipment to the customer as performance has occurred, all
customer specified acceptance criteria have been tested and met, and the
earnings process is considered complete. Actual production volumes are based on
purchase orders for the delivery of products. These orders typically do not
commit to firm production schedules for more than 30 to 90 days in advance.
Celestica minimizes its risk relative to its inventory by ordering materials and
components only to the extent necessary to satisfy existing customer orders.
Celestica is largely protected from the risk of inventory cost fluctuations as
these costs are generally passed through to customers.

    Celestica's annual and quarterly operating results are primarily affected by
the level and timing of customer orders, fluctuations in materials costs and
relative mix of value add products and services. The level and timing of
customers' orders will vary due to customers' attempts to balance their
inventory, changes in their manufacturing strategies, variation in demand for
their products and general economic conditions. Celestica's annual and quarterly
operating results are also affected by capacity utilization and other factors,
including price competition, manufacturing effectiveness and efficiency, the
degree of automation used in the assembly process, the ability to manage
inventory and capital assets effectively, the timing of expenditures in
anticipation of increased sales, the timing of acquisitions and related
integration costs, customer product delivery requirements and shortages of
components or labour. Historically, Celestica has experienced some seasonal
variation in revenue, with revenue typically being highest in the fourth quarter
and lowest in the first quarter. In 2001, weak end-market conditions in the
telecommunications and information technology industries resulted in customers
rescheduling and canceling orders. This has impacted Celestica's results of
operations.

                                       28
<Page>
    The table below sets forth certain operating data expressed as a percentage
of revenue for the years indicated:

<Table>
<Caption>
                                                                   YEAR ENDED DECEMBER 31
                                                              --------------------------------
                                                                1999        2000        2001
                                                              --------    --------    --------
<S>                                                           <C>         <C>         <C>
Revenue.....................................................   100.0%      100.0%      100.0%
Cost of sales...............................................    92.8        92.9        92.9
                                                               -----       -----       -----
Gross profit................................................     7.2         7.1         7.1
Selling, general and administrative expenses................     3.8         3.3         3.4
Amortization of intangible assets...........................     1.0         1.0         1.3
Integration costs related to acquisitions...................     0.2         0.2         0.2
Other charges...............................................     0.0         0.0         2.7
                                                               -----       -----       -----
Operating income (loss).....................................     2.2         2.6        (0.5)
Interest expense (income), net..............................     0.2        (0.2)       (0.1)
                                                               -----       -----       -----
Earnings (loss) before income taxes.........................     2.0         2.8        (0.4)
Income taxes................................................     0.7         0.7         0.0
                                                               -----       -----       -----
Net earnings (loss).........................................     1.3%        2.1%       (0.4)%
                                                               =====       =====       =====
</Table>

ADJUSTED NET EARNINGS

    As a result of the significant number of acquisitions made by Celestica over
the past few years, management of Celestica uses adjusted net earnings as a
measure of operating performance on an enterprise-wide basis. Adjusted net
earnings exclude the effects of acquisition-related charges (most significantly,
amortization of intangible assets and integration costs related to
acquisitions), other charges (most significantly, restructuring costs and the
write-down of goodwill and intangible assets) and the related income tax effect
of these adjustments. Adjusted net earnings is not a measure of performance
under Canadian GAAP or U.S. GAAP. Adjusted net earnings should not be considered
in isolation or as a substitute for net earnings (loss) prepared in accordance
with Canadian GAAP or U.S. GAAP or as a measure of operating performance or
profitability. Adjusted net earnings does not have a standardized meaning
prescribed by GAAP and is not necessarily comparable to similar measures
presented by other companies. The following table reconciles net earnings (loss)
to adjusted net earnings:

<Table>
<Caption>
                                                                   YEAR ENDED DECEMBER 31
                                                              --------------------------------
                                                                1999        2000        2001
                                                              --------    --------    --------
                                                                       (in millions)
<S>                                                           <C>         <C>         <C>
Net earnings (loss).........................................   $ 68.4      $206.7      $(39.8)
Amortization of intangible assets...........................     55.6        88.9       125.0
Integration costs related to acquisitions...................      9.6        16.1        22.8
Other charges...............................................    --          --          273.1
Income tax effect of above..................................    (10.6)       (7.6)      (60.5)
                                                               ------      ------      ------
Adjusted net earnings.......................................   $123.0      $304.1      $320.6
                                                               ======      ======      ======
  As a percentage of revenue................................      2.3%        3.1%        3.2%
                                                               ======      ======      ======
</Table>

REVENUE

    Revenue increased 3%, to $10,004.4 million in 2001 from $9,752.1 million in
2000. Acquisition revenue grew by 14%, offset by an 11% decline in base business
volumes. The acquisition growth was a result of strategic acquisitions in the
communications industry, primarily in the U.S. and Asia. The Company defines
acquisition revenue as revenue from businesses acquired in the preceding
12 months. Organic revenue declined in 2001 due to the softening of end-markets.
The visibility of future end-market conditions is limited.

                                       29
<Page>
    Revenue from the Americas operations decreased 3% to $6,334.6 million in
2001 from $6,542.7 million in 2000 primarily due to continued end-market
softening which was partially offset by acquisitions. Revenue from European
operations increased 6% to $3,001.3 million in 2001 from $2,823.3 million in
2000 due to the flow through of the IBM acquisition from 2000 and from the 2001
acquisitions, partially offset by the general industry downturn. Revenue from
Asian operations increased 14% to $991.1 million in 2001 from $871.6 million in
2000 primarily due to the Omni acquisition offset in part by the general
industry downturn. Inter-segment revenue in 2001 was $322.6 million, compared to
$485.5 million in 2000. We expect that the Americas and Asian operations will
benefit in the future from the flow through of the 2001 acquisitions.

    Revenue from customers in the communications industry in 2001 was 36% of
revenue compared to 31% and 25% of revenue in 2000 and 1999, respectively.
Revenue from customers in the server-related business in 2001 was 31% compared
to 33% and 25% of revenue in 2000 and 1999, respectively. Revenue in the
communications industry benefited from our recent acquisitions.

    Revenue increased 84%, to $9,752.1 million in 2000 from $5,297.2 million in
1999. This increase resulted from growth achieved both organically and through
strategic acquisitions. This growth was driven by customers in the
communications and server industries. Organic revenue growth in 2000 was 50% and
represented approximately 59% of the total year-over-year growth. Organic growth
came from growth in existing business and new customers across all geographic
segments. The IBM acquisition accounted for the majority of the acquisition
growth in 2000. Revenue from the Americas operations grew 82%, to
$6,542.7 million in 2000 from $3,587.5 million in 1999. Revenue from European
operations grew 155%, to $2,823.3 million in 2000 from $1,108.6 million in 1999.
The Italian facilities generated over half of Europe's increase from the prior
year, with the remainder due to an overall increase in Europe's base business.
Revenue from Asian operations increased 23%, to $871.6 million in 2000 from
$710.2 million in 1999. Inter-segment revenue in 2000 was $485.5 million,
compared to $109.1 million in 1999.

    The following customers represented more than 10% of total revenue for each
of the indicated years:

<Table>
<Caption>
                                                        1999         2000         2001
                                                      ---------    ---------    ---------
<S>                                                   <C>          <C>          <C>
Sun Microsystems....................................         X            X             X
IBM.................................................                      X             X
Lucent Technologies.................................                                    X
Hewlett-Packard.....................................         X
Cisco Systems.......................................         X
</Table>

    Celestica's top-five customers represented in the aggregate 67% of total
revenue in 2001 compared to 69% in 2000 and 68% in 1999. The Company is
dependent upon continued revenue from its top customers. There can be no
assurance that revenue from these or any other customers will not increase or
decrease as a percentage of total revenue either individually or as a group. Any
material decrease in revenue from these or other customers could have a material
adverse effect on the Company's results of operations. See notes 17
(concentration of risk) and 19 to the Consolidated Financial Statements.

GROSS PROFIT

    Gross profit increased 4%, to $712.5 million in 2001 from $688.0 million in
2000. Gross margin was 7.1% in 2001, consistent with 2000. Margins were
maintained due to continued focus on costs and supply chain initiatives and the
benefits of restructuring actions.

    Gross profit increased 80%, to $688.0 million in 2000 from $382.5 million in
1999. Gross margin decreased to 7.1% in 2000 from 7.2% in 1999. Gross margin
decreased as a result of a change in product mix and start-up costs for new
programs, particularly in Mexico.

    For the foreseeable future, the Company's gross margin is expected to depend
primarily on product mix, production efficiencies, utilization of manufacturing
capacity, start-up activity, new product introductions and pricing within the
electronics industry. Over time, gross margins at individual sites and for the
Company as a whole are expected to fluctuate. Changes in product mix, additional
costs associated with new product

                                       30
<Page>
introductions and price erosion within the electronics industry could adversely
affect the Company's gross margin. Also, the availability of raw materials,
which are subject to lead time and other constraints, could possibly limit the
Company's revenue growth.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

    Selling, general and administrative (SG&A) expenses increased 5% to
$341.4 million (3.4% of revenue) in 2001 from $326.1 million (3.3% of revenue)
in 2000. The increase in expenses was primarily due to operations acquired
during 2000 and 2001.

    SG&A increased 61%, in 2000 to $326.1 million (3.3% of revenue) from
$202.2 million (3.8% of revenue) in 1999. The increase in expenses was a result
of increased staffing levels and higher selling, marketing and administrative
costs to support sales growth, as well as the impact of expenses incurred by
operations acquired during 1999 and 2000.

    Research and development costs decreased to $17.1 million (0.2% of revenue)
in 2001 compared to $19.5 million (0.2% of revenue) in 2000 and $19.7 million
(0.4% of revenue) in 1999.

INTANGIBLE ASSETS AND AMORTIZATION

    Amortization of intangible assets increased 41%, to $125.0 million in 2001
from $88.9 million in 2000. This increase is attributable to the intangible
assets arising from the 2000 and 2001 acquisitions.

    Amortization of intangible assets increased 60%, to $88.9 million in 2000
from $55.6 million in 1999. This increase is attributable to the intangible
assets arising from the 1999 and 2000 acquisitions, with the largest portion
relating to the IBM and NEC acquisitions.

    At December 2001, intangible assets represented 23% of Celestica's total
assets compared to 10% at December 2000. The increase is due principally to the
Omni acquisition.

    Effective July 1, 2001, the Company adopted the new accounting standards for
"Business Combinations" and "Goodwill and Other Intangible Assets" as they
relate to acquisitions consummated after June 30, 2001. Accordingly, the
goodwill related to the acquisitions of Primetech and Omni has not been
amortized. Effective January 1, 2002, amortization will be discontinued for all
other goodwill. Amortization expense in 2001 related to goodwill was
$39.2 million. See "-- Recent Accounting Developments."

INTEGRATION COSTS RELATED TO ACQUISITIONS

    Integration costs related to acquisitions represent one-time costs incurred
within 12 months of the acquisition date, such as the costs of implementing
compatible information technology systems in newly acquired operations,
establishing new processes related to marketing and distribution processes to
accommodate new customers and salaries of personnel directly involved with
integration activities. All of the integration costs incurred related to newly
acquired facilities, and not to the Company's existing operations.

    Integration costs were $22.8 million in 2001 compared to $16.1 million in
2000 and $9.6 million in 1999. The integration costs incurred in 2001 primarily
relate to the completion of the IBM acquisition from 2000 and the Avaya and
Motorola acquisitions.

    Integration costs vary from period to period due to the timing of
acquisitions and related integration activities. Celestica expects to incur
additional integration costs in 2002 as it completes the integration of its 2001
acquisitions. Celestica will incur future additional integration costs as the
Company continues to make acquisitions as part of its growth strategy.

OTHER CHARGES

    Other charges are non-recurring items or items that are unusual in nature.
In 2001, Celestica incurred $273.1 million in other charges. $237.0 million
relates to restructuring, of which approximately 40% is non-cash. The remainder
of $36.1 million relates to a non-cash charge to write-down the carrying value
of certain assets, primarily goodwill and intangible assets.

                                       31
<Page>
    The Company has been impacted by numerous order reductions, reschedulings
and cancellations since the beginning of fiscal 2001, which the Company believes
is consistent with the EMS industry in general. The Company has taken
restructuring actions to resolve surpluses as a result of the end-market
slowdown.

    These restructuring actions include facility consolidations and workforce
reductions. Employee terminations were made across all geographic regions with
the majority being manufacturing and plant employees. The Company took a
non-cash charge to write-down certain long-lived assets across all geographic
regions, which became impaired as a result of the rationalization of facilities.
These asset impairments relate to goodwill and other intangible assets,
machinery and equipment, buildings and improvements. The restructuring charge
includes a number of estimates and assumptions based on information available at
the time and are subject to change.

    A further description of these charges is included in Note 13 to the
Consolidated Financial Statements.

    The Company expects to benefit from the restructuring measures through
margin improvements and reduced operating costs in the upcoming year. The
Company expects to complete the major components of the restructuring plan by
the end of 2002. Cash outlays are funded from cash on hand.

    Celestica did not incur other charges in 2000 or 1999.

INTEREST INCOME, NET

    Interest income, net of interest expense, in 2001 and 2000 amounted to
$7.9 million and $19.0 million, respectively. The Company incurred net interest
expense of $10.7 million in 1999. Interest income decreased in 2001 compared to
2000 due to the Company earning lower interest rates on its cash balance. In
2001 and 2000, the Company earned interest income on its cash balance which more
than offset the interest expense incurred on the Company's Senior Subordinated
Notes.

INCOME TAXES

    The Company's income tax recovery in 2001 was $2.1 million, reflecting an
effective tax recovery rate of 5%. This is compared to an income tax expense of
$69.2 million in 2000, reflecting an effective tax rate of 25%, and an income
tax expense of $36.0 million in 1999, reflecting an effective tax rate of 34%.

    The Company's effective tax rate decreased from 24% to 17% in the second
quarter of 2001 as a result of the mix and volume of business in lower tax
jurisdictions within Europe and Asia. These lower tax rates include tax holidays
and tax incentives that Celestica has negotiated with the respective tax
authorities which expire between 2002 and 2012. The 2001 effective tax rate is
impacted by the occurrence of losses in the third and fourth quarters, which are
tax benefited at a lower tax rate. Notwithstanding the anomaly created by these
losses in determining the year-to-date tax rate, the Company's current tax rate
of 17% is expected to continue for the foreseeable future.

    Celestica has recognized a net deferred tax asset at December 31, 2001 of
$102.8 million compared to $83.5 million at December 31, 2000. The net asset
relates to the recognition of net operating losses and future income tax
deductions available to reduce future years' income for income tax purposes.
Celestica's current projections demonstrate that it will generate sufficient
taxable income in the future to realize the benefit of these deferred income tax
assets in the carry-forward periods. A portion of the net operating losses have
an indefinite carry forward period. The other portion will expire over a 20-year
period commencing in 2005.

                                       32
<Page>
UNAUDITED QUARTERLY FINANCIAL HIGHLIGHTS

<Table>
<Caption>
                                                   2001                                        2000
                                 -----------------------------------------   -----------------------------------------
                                  FIRST      SECOND     THIRD      FOURTH     FIRST      SECOND     THIRD      FOURTH
                                 QUARTER    QUARTER    QUARTER    QUARTER    QUARTER    QUARTER    QUARTER    QUARTER
                                 --------   --------   --------   --------   --------   --------   --------   --------
                                                          (in millions, except share amounts)
<S>                              <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
Revenue........................  $2,692.6   $2,660.7   $2,203.0   $2,448.2   $1,612.3   $2,091.9   $2,600.1   $3,447.8
EBIAT(1).......................  $  104.3   $  105.8   $   70.1   $   90.9   $   52.6   $   72.3   $   98.4   $  138.6
%(1)...........................       3.9%       4.0%       3.2%       3.7%       3.3%       3.5%       3.8%       4.0%
Net earnings (loss)............  $   54.8   $   15.8   $  (38.7)  $  (71.8)  $   26.1   $   41.4   $   55.7   $   83.5
Adjusted net earnings(2).......  $   87.3   $   93.1   $   64.7   $   75.5   $   39.5   $   63.7   $   83.9   $  117.0
%..............................       3.2%       3.5%       2.9%       3.1%       2.4%       3.0%       3.2%       3.4%

Weighted average # of shares
  outstanding (in millions)
    -- basic...................     203.6      207.0      218.1      227.1      190.1      202.7      203.0      203.2
    -- diluted(3)(5)...........     223.1      225.5      218.1      227.1      199.5      211.9      220.0      222.6

Basic earnings (loss) per
  share........................  $   0.25   $   0.06   $  (0.20)  $  (0.33)  $   0.14   $   0.20   $   0.26   $   0.39
Diluted earnings (loss) per
  share(3)(5)..................  $   0.25   $   0.06   $  (0.20)  $  (0.33)  $   0.13   $   0.20   $   0.25   $   0.38

Diluted adjusted earnings per
  share(4)(5)..................  $   0.39   $   0.41   $   0.27   $   0.31   $   0.20   $   0.30   $   0.38   $   0.53
</Table>

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

(1) Earnings before interest, amortization of intangible assets, income taxes,
    integration costs related to acquisitions and other charges, which is also
    referred to as our operating margins.

(2) Net earnings (loss) adjusted for amortization of intangible assets,
    integration costs related to acquisitions and other charges, net of related
    income taxes. Adjusted net earnings is not a GAAP measure. See "-- Adjusted
    net earnings."

(3) For the third and fourth quarter of 2001, excludes the effect of options and
    convertible debt as they are anti-dilutive due to the loss.

(4) For purposes of calculating diluted adjusted earnings per share for the
    third and fourth quarter of 2001, the weighted average number of shares
    outstanding in millions was 235.7 and 244.5, respectively.

(5) Shares outstanding and per share amounts for 2000 have been restated to
    reflect the treasury stock method, retroactively applied. See "-- Recent
    Accounting Developments."

CONVERTIBLE DEBT

    In August 2000, Celestica issued LYONs with a principal amount at maturity
of $1,813.6 million, payable August 1, 2020. The Company received gross proceeds
of $862.9 million and incurred $12.5 million in underwriting commissions, net of
tax of $6.9 million. No interest is payable on the LYONs and the issue price of
the LYONs represents a yield to maturity of 3.75%. The LYONs are subordinated in
right of payment to all existing and future senior indebtedness of the Company.

    The LYONs are convertible at any time at the option of the holder, unless
previously redeemed or repurchased, into 5.6748 subordinate voting shares for
each $1,000 principal amount at maturity. Holders may require the Company to
repurchase all or a portion of their LYONs on August 2, 2005, August 1, 2010 and
August 1, 2015 and the Company may redeem the LYONs at any time on or after
August 1, 2005 (and, under certain circumstances, before that date). The Company
is required to offer to repurchase the LYONs if there is a change in control or
a delisting event. Generally, the redemption or repurchase price is equal to the
accreted value of the LYONs. The Company may elect to pay the principal amount
at maturity of the LYONs, or the repurchase price that is payable in certain
circumstances, in cash or subordinate voting shares or any combination thereof.

    The Company has recorded the LYONs as an equity instrument pursuant to
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. Under U.S. GAAP, the LYONs are classified as a long-term
liability and, accordingly, the accrued yield on the LYONs during any period (at
3.75% per year) is classified as interest expense for that period.

                                       33
<Page>
    To calculate basic earnings (loss) per share for Canadian GAAP, the
accretion of the convertible debt is deducted from net earnings (loss) for the
period to determine earnings available to shareholders.

B.  LIQUIDITY AND CAPITAL RESOURCES

    In 2001, operating activities provided Celestica with $1,290.5 million in
cash principally from earnings and a reduction in working capital. The primary
factors contributing to the positive cash flow for the year was the reduction of
inventory due to better inventory management, strong accounts receivable
collections, the sale of $400.0 million in accounts receivable under a revolving
facility which is available until September 2004 offset by a decrease in
accounts payable and accrued liabilities. Investing activities in 2001 included
capital expenditures of $199.3 million and $1,299.7 million for acquisitions.
See "-- Acquisitions." Celestica fully funded the cash portion of its 2001
acquisitions with cash from operations and will continue to focus on improving
working capital management. The Company's 2001 financing activities included the
issuance in May of 12.0 million subordinate voting shares for gross proceeds of
$714.0 million less expenses and underwriting commissions of $10.0 million
(pre-tax) and the repayment of $56.0 million of debt acquired in connection with
the acquisition of Omni.

    For the year ended December 31, 2000, Celestica's operating activities
utilized $85.1 million in cash. Investing activities in 2000 included capital
expenditures of $282.8 million and $634.7 million for acquisitions. In
March 2000, Celestica issued 16.6 million subordinate voting shares for gross
proceeds of $757.4 million less expenses and underwriting commissions of
$26.8 million (pre-tax). In August 2000, Celestica completed the LYONs offering,
raising gross proceeds of $862.9 million less underwriting commissions of
$19.4 million (pre-tax).

CAPITAL RESOURCES

    Celestica has two $250.0 million and one $500.0 million unsecured, revolving
credit facilities totalling $1.0 billion, each provided by a syndicate of
lenders and are available until July 2003, April 2004 and July 2005,
respectively. The credit facilities permit Celestica and certain designated
subsidiaries to borrow funds directly for general corporate purposes (including
acquisitions) at floating rates. Under the credit facilities: Celestica is
required to maintain certain financial ratios; its ability and that of certain
of its subsidiaries to grant security interests, dispose of assets, change the
nature of its business or enter into business combinations, is restricted; and a
change in control is an event of default. No borrowings were outstanding under
the revolving credit facilities at December 31, 2001.

    Effective April 19, 2002, the maturity of one of the $250.0 million credit
facilities has been extended from April 2004 to April 2005. Concurrent with this
extension, Celestica elected to reduce the facility to $210.0 million from
$250.0 million.

    In addition, there is an incurrence covenant contained in Celestica's Senior
Subordinated Notes due 2006. This covenant is based on Celestica's fixed charge
coverage ratio, as defined in the indenture governing the Senior Subordinated
Notes. Celestica was in compliance with this debt covenant as at December 31,
2001.

    A subsidiary of the Company has secured loan facilities of which
$13.0 million was outstanding at December 31, 2001. The weighted average
interest rates on these facilities in 2001 was 4.4%. The loans are denominated
in Singapore dollars and are repayable through quarterly payments.

    Celestica believes that cash flow from operating activities, together with
cash on hand and borrowings available under its credit facilities, will be
sufficient to fund currently anticipated working capital, planned capital
spending and debt service requirements for the next 12 months. The Company
expects capital spending for 2002 to be approximately $170.0 million to
$220.0 million. At December 31, 2001, Celestica had committed $21.0 million in
capital expenditures. In addition, Celestica regularly reviews acquisition
opportunities, and may therefore require additional debt or equity financing.

    Celestica prices the majority of its products in U.S. dollars, and the
majority of its material costs are also denominated in U.S. dollars. However, a
significant portion of its non-material costs (including payroll, facilities
costs and costs of locally sourced supplies and inventory) are denominated in
various currencies. As a result, Celestica may experience transaction and
translation gains or losses because of currency fluctuations. At

                                       34
<Page>
December 31, 2001, Celestica had forward foreign exchange contracts covering
various currencies in an aggregate notional amount of $704.8 million with expiry
dates up to May 2003. The fair value of these contracts at December 31, 2001,
was an unrealized loss of $7.4 million. Celestica's current hedging activity is
designed to reduce the variability of its foreign currency costs and involves
entering into contracts to sell U.S. dollars to purchase Canadian dollars,
British pounds sterling, Mexican pesos, euros, Thailand baht and Czech koruna at
future dates. In general, these contracts extend for periods of less than
18 months. Celestica may, from time to time, enter into additional hedging
transactions to minimize its exposure to foreign currency and interest rate
risks. There can be no assurance that such hedging transactions, if entered
into, will be successful.

    As at December 31, 2001, the Company has contractual obligations that
require future payments as follows:

<Table>
<Caption>
                                             TOTAL       2002       2003       2004       2005       2006     THEREAFTER
                                            --------   --------   --------   --------   --------   --------   ----------
                                                                           (in millions)
<S>                                         <C>        <C>        <C>        <C>        <C>        <C>        <C>
Long-term debt............................   $147.4     $ 10.0     $ 4.5      $ 1.3      $ 0.7      $130.6       $ 0.3
Operating leases and license
  commitments.............................    359.4      104.1      81.3       38.0       26.4        20.4        89.2
</Table>

    The Company has a convertible instrument with a principal amount at maturity
of $1,813.6 million payable August 1, 2020. The Company may elect to settle in
cash or shares or any combination thereof. See further details in Note 10
to the Consolidated Financial Statements.

    As at December 31, 2001, the Company has commitments that expire as follows:

<Table>
<Caption>
                                             TOTAL       2002       2003       2004       2005       2006     THEREAFTER
                                            --------   --------   --------   --------   --------   --------   ----------
                                                                           (in millions)
<S>                                         <C>        <C>        <C>        <C>        <C>        <C>        <C>
Foreign currency contracts................   $704.8     $654.0     $50.8      $--        $--        $--          $--
Letters of credit and guarantees..........     24.1       24.1      --         --         --         --          --
</Table>

RECENT DEVELOPMENT

    On March 31, 2002, the Company purchased from NEC Corporation certain
manufacturing assets in Miyagi and Yamanashi, Japan.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

    The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period. Significant estimates are used in determining the allowance for doubtful
accounts, inventory valuation and the useful lives of intangible assets. Actual
results could differ materially from those estimates and assumptions.

    Celestica records an allowance for doubtful accounts for estimated credit
losses based on customer and industry concentrations and the Company's knowledge
of the financial condition of its customers. A change to these factors could
impact the estimated allowance.

    Celestica values its inventory on a first-in, first-out basis at the lower
of cost and replacement cost for production parts and at the lower of cost and
net realizable value for work in progress and finished goods. Celestica adjusts
its inventory valuation based on estimates of net realizable value and
shrinkage. A change to these assumptions could impact the valuation of
inventory.

    Celestica's estimate of the useful life of intangible assets reflects the
periods in which the projected future net cash flows are generated. A
significant change in the projected future net cash flows could impact the
estimated useful life.

                                       35
<Page>
RECENT ACCOUNTING DEVELOPMENTS

EARNINGS PER SHARE:

    As a result of the new Canadian Institute of Chartered Accountants (CICA)
Handbook Section 3500 "Earnings per share," the Company was required to
retroactively use the treasury stock method for calculating diluted earnings per
share. This change results in an earnings per share calculation which is
consistent with United States GAAP. Previously reported diluted earnings per
share have been restated to reflect this change.

BUSINESS COMBINATIONS AND GOODWILL:

    In September 2001, the CICA issued Handbook Sections 1581 "Business
Combinations" and 3062 "Goodwill and Other Intangible Assets." The new standards
mandate the purchase method of accounting for business combinations and require
that goodwill no longer be amortized but instead be tested for impairment at
least annually. The standards also specify criteria that intangible assets must
meet to be recognized and reported apart from goodwill. The standards require
that the value of the shares issued in a business combination be measured using
the average share price for a reasonable period before and after the date the
terms of the acquisition are agreed to and announced. Previously, the
consummation date was used to value the shares issued in a business combination.
The new standards are substantially consistent with United States GAAP.

    Effective July 1, 2001 and for the remainder of the fiscal year, goodwill
acquired in business combinations completed after June 30, 2001, was not
amortized. In addition, the criteria for recognition of intangible assets apart
from goodwill and the valuation of the shares issued in a business combination
has been applied to business combinations completed after June 30, 2001.

    Upon full adoption of the standards beginning January 1, 2002, the Company
will discontinue amortization of all existing goodwill, evaluate existing
intangible assets and make any necessary reclassifications in order to conform
with the new criteria for recognition of intangible assets apart from goodwill
and will test for impairment in accordance with the new standards.

    In connection with Section 3062's transitional goodwill impairment
evaluation, the Company is required to assess whether goodwill is impaired as of
January 1, 2002. The Company has up to six months to determine the fair value of
its reporting units and compare that to the carrying amounts of the reporting
units. To the extent a reporting unit's carrying amount exceeds its fair value,
the Company must perform a second step to measure the amount of impairment in a
manner similar to a purchase price allocation. This second step is to be
completed no later than December 31, 2002. The change to assessing fair value by
reporting unit could result in an impairment charge. Any transitional impairment
will be recognized as an effect of a change in accounting principle and will be
charged to opening retained earnings as of January 1, 2002.

    As of December 31, 2001, the Company had unamortized goodwill of
$1,128.8 million and unamortized other intangible assets including intellectual
property of $427.2 million, all of which are subject to the transitional
provisions of Sections 1581 and 3062. Amortization expense related to goodwill
was $39.2 million for 2001. Because of the extensive effort required to comply
with the remaining provisions of Sections 1581 and 3062, the Company has not
estimated the impact of these provisions on its financial statements, beyond
discontinuing goodwill amortization.

STOCK-BASED COMPENSATION AND OTHER STOCK-BASED PAYMENTS:

    In December 2001, the CICA issued Handbook Section 3870, which establishes
standards for the recognition, measurement, and disclosure of stock-based
compensation and other stock-based payments made in exchange for goods and
services provided by employees and non-employees. The standard requires that a
fair value based method of accounting be applied to all stock-based payments to
non-employees and to employee awards that are direct awards of stock, that call
for settlement in cash or other assets or are stock appreciation rights that
call for settlement by the issuance of equity instruments. However, the new
standard permits the Company to continue its existing policy of recording no
compensation cost on the grant of stock options to employees. Consideration paid
by employees on the exercise of stock options is recorded as share capital. The
standard is effective for the Company's fiscal year beginning January 1, 2002
for awards granted on or after that date. The Company's current accounting
policies are consistent with the new standard.

                                       36
<Page>
FOREIGN CURRENCY TRANSLATION AND HEDGING RELATIONSHIPS:

    CICA Handbook Section 1650 has been amended to eliminate the deferral and
amortization of foreign currency translation gains and losses on long-lived
monetary items, effective January 1, 2002, with retroactive restatement of prior
periods. The Company is not impacted by this change. The CICA issued Accounting
Guideline AcG-13, which establishes criteria for hedge accounting effective for
the Company's 2003 fiscal year. The Company has complied with the requirements
of AcG-13 and has determined that all of its current hedges will continue to
qualify for hedge accounting when the guideline becomes effective.

TRANSFER OF RECEIVABLES:

    In March 2001, the CICA issued Accounting Guideline AcG-12, which applies to
transfers of receivables after June 30, 2001. AcG-12 requires that transfers of
receivables in which the transferor surrenders control over the assets, be
accounted for as a sale to the extent that consideration other than beneficial
interests in the transferred assets, are received in exchange. The Company's
current accounting policies are consistent with the new standard.

IMPAIRMENT OF LONG-LIVED ASSETS:

    In October 2001, FASB issued Statement No. 144 "Accounting for the
Impairment or Disposal of Long-Lived Assets," which retains the fundamental
provisions of SFAS 121 for recognizing and measuring impairment losses of
long-lived assets other than goodwill. Statement 144 also broadens the
definition of discontinued operations to include all distinguishable components
of an entity that will be eliminated from ongoing operations. This Statement is
effective for the Company's fiscal year commencing January 1, 2002, to be
applied prospectively. In August 2001, SFAS 143 "Accounting for Asset Retirement
Obligations" was approved and requires that the fair value of an asset
retirement obligation be recorded as a liability, at fair value, in the period
in which the Company incurs the obligation. SFAS 143 is effective for the
Company's fiscal year commencing January 1, 2003. The Company expects the
adoption of these standards will have no material impact on its financial
position, results of operations or cash flows.

C.  RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.

    Certain information concerning research and development and intellectual
property is set forth in "-- Operating Results -- Selling, general and
administrative expenses" and in Item 4, "Information of the Company -- Business
Overview -- Celestica's Business -- Technology and Research and Development."

D.  TREND INFORMATION

    During the last year, economic growth slowed and, in some regions of the
world, contracted. As a result, demand for technology products fell
significantly, and Celestica's customers experienced commensurately reduced
demand for their products. In turn, Celestica experienced reduced demand for
electronics manufacturing services. However, this downturn in demand was offset
partially by an increase on the part of Celestica's customers to outsource their
manufacturing. In 2002, the economic environment continues to be uncertain, and
Celestica continues to experience poor visibility for customer demand. Given the
difficult economic environment, Celestica has been focussed on re-aligning
capacity to match current levels of product demand, generating increased levels
of cash flow, and improving operating efficiencies, including the reduction of
inventory levels. Celestica intends to continue these activities in 2002. There
continues to be a significant number of outsourcing opportunities and Celestica
is well positioned to participate further in the trend towards increasing levels
of electronics outsourcing by OEMs. If, however, economic conditions were to
deteriorate significantly beyond current expectations, Celestica would likely
continue reducing capacity to match reduced levels of demand.

                                       37
<Page>
ITEM 6.  DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A.  DIRECTORS AND SENIOR MANAGEMENT

    Each director of Celestica is elected by the shareholders to serve until the
next annual meeting or until a successor is elected or appointed. Executive
officers of Celestica are appointed annually and serve at the discretion of the
board of directors. The following table sets forth certain information regarding
the directors and senior officers of Celestica.

<Table>
<Caption>
NAME                                  AGE      POSITION WITH CELESTICA
- ----                                --------   -----------------------
<S>                                 <C>        <C>
EUGENE V. POLISTUK................     55      Chairman of the Board, Chief Executive Officer and Director

ANTHONY P. PUPPI..................     44      Executive Vice President, Chief Financial Officer, General
                                               Manager, Global Services and Director

ROBERT L. CRANDALL................     66      Director

WILLIAM A. ETHERINGTON............     60      Director

MARK L. HILSON....................     44      Director

RICHARD S. LOVE...................     64      Director

ROGER L. MARTIN...................     45      Director

ANTHONY R. MELMAN.................     54      Director

MICHIO NARUTO.....................     66      Director

GERALD W. SCHWARTZ................     60      Director

DON TAPSCOTT......................     54      Director

J. MARVIN M(A)GEE.................     49      President and Chief Operating Officer

R. THOMAS TROPEA..................     49      Vice Chair, Global Customer Units and Worldwide Marketing
                                               and Business Development

ANDREW G. GORT....................     49      Executive Vice President, Global Supply Chain Management

ALASTAIR KELLY....................     57      Executive Vice President, Corporate Development

ARTHUR P. CIMENTO.................     44      Senior Vice President, Corporate Strategies

LISA J. COLNETT...................     44      Senior Vice President, Worldwide Process Management and
                                               Chief Information Officer

STEPHEN DELANEY...................     42      Senior Vice President, U.S., Celestica Corporation

IAIN S. KENNEDY...................     40      Senior Vice President, Integration

DONALD S. MCCREESH................     53      Senior Vice President, Human Resources

DANIEL P. SHEA....................     45      Senior Vice President and Chief Technology Officer

RAHUL SURI........................     37      Senior Vice President, Mergers and Acquisitions

PETER J. BAR......................     44      Vice President and Corporate Controller

ELIZABETH L. DELBIANCO............     42      Vice President, General Counsel and Secretary

F. GRAHAM THOURET.................     47      Vice President and Corporate Treasurer
</Table>

    The following is a brief biography of each of Celestica's directors and
senior officers:

    EUGENE V. POLISTUK is the founder, Chairman of the Board of Directors and
Chief Executive Officer of Celestica. He has been the Chief Executive Officer of
Celestica since its establishment in 1994, and was Celestica's President until
February 2001. Since 1986, Mr. Polistuk has been instrumental in charting
Celestica's transformation and executing the company's successful evolution from
its early history as an operating unit of IBM, to a standalone company, to a
$10.0 billion public company and leader in the electronics manufacturing
services industry. Previously, Mr. Polistuk spent 25 years with IBM Canada,
where, over the course of his career,

                                       38
<Page>
he managed all key functional areas of the business. Mr. Polistuk holds a
Bachelor of Applied Science degree in Electrical Engineering from the University
of Toronto and an Honorary Doctorate in Engineering from Ryerson University in
2001. In 1994, he was presented with the "2T5 Meritorious Service Medal" in
recognition of his meritorious service in and for the profession, by his peers
in the University of Toronto Engineering Alumni Association. He has been the
recipient of ELECTRONIC BUSINESS' Outstanding CEO award, and most recently,
under Mr. Polistuk's leadership, Celestica has been recognized as the number one
ranking company on BUSINESSWEEK'S 2001 Info Tech 100 list, and as CANADIAN
BUSINESS' Company of the Year in the publication's 2001 Tech 100 issue.

    ANTHONY P. PUPPI has been the Chief Financial Officer of Celestica since its
establishment and a director of Celestica since October 1996. He was appointed
Executive Vice President in October 1999 and General Manager, Global Services in
January 2001. Mr. Puppi is responsible for Celestica's global financial
activities, as well as a number of global services businesses, including design,
repair and power systems. From 1980 to 1992, he held positions of increasing
financial management responsibility with IBM Canada. Mr. Puppi holds a Bachelor
of Business Administration degree in Finance and a Master of Business
Administration degree from York University in Ontario.

    ROBERT L. CRANDALL is the retired Chairman of the Board and Chief Executive
Officer of AMR Corporation/ American Airlines Inc. Mr. Crandall has been a
director of Celestica since July 1998. He is also a director of Allied World
Assurance Company, Anixter International Inc., the Halliburton Company and i2
Technologies Inc. He also serves on the International Advisory Board of American
International Group Inc. Mr. Crandall holds a Bachelor of Science degree from
the University of Rhode Island and a Master of Business Administration degree
from the Wharton School of the University of Pennsylvania.

    WILLIAM A. ETHERINGTON is the former Senior Vice President and Group
Executive, Sales and Distribution, IBM Corporation and Chairman, President and
Chief Executive Officer of IBM World Trade Corporation. Mr. Etherington has been
a director of Celestica since October 2001. After joining IBM Canada in 1964,
Mr. Etherington ran successively larger portions of the company's business in
Canada, Latin America, Europe and from the corporate office in Armonk,
New York. He retired from IBM after a 37-year career. Mr. Etherington holds a
Bachelor of Science in Electrical Engineering and a Doctor of Laws (Hon.) Degree
from the University of Western Ontario.

    MARK L. HILSON is a Vice President of Onex and has acted as a director of
Celestica since October 1996. Mr. Hilson joined Onex in 1988 and was appointed
Vice President in 1993. Prior to 1988, he was an associate in the Mergers &
Acquisitions Group at Merrill Lynch. Mr. Hilson is also a director of Magnatrax
Corporation, Unitive Inc., Vincor International Inc. and a governor of Wilfrid
Laurier University and the Shaw Festival. Mr. Hilson holds an Honours Bachelor
of Business Administration (gold medallist) from Wilfrid Laurier University and
a Master of Business Administration (George F. Baker Scholar) from the Harvard
University Graduate School of Business Administration.

    RICHARD S. LOVE is a former Vice President of Hewlett-Packard and a former
General Manager of the Computer Order Fulfillment and Manufacturing Group for
Hewlett-Packard's Computer Systems Organization. Mr. Love has been a director of
Celestica since July 1998. From 1962 until 1997, he held positions of increasing
responsibility with Hewlett-Packard, becoming Vice President in 1992. He is a
former director of HMT Technology Corporation and the Information Technology
Industry Council. Mr. Love holds a Bachelor of Science degree in Business
Administration and Technology from Oregon State University and a Master of
Business Administration degree from Fairleigh Dickinson University.

    ROGER L. MARTIN is Dean and Professor of Strategy at the University of
Toronto's Joseph L. Rotman School of Management and has been a director of
Celestica since July 1998. Mr. Martin was formerly a director of Monitor Company
and is Chair of the Ontario Task Force on Competitiveness, Productivity, and
Economic Progress. Mr. Martin also serves as a director for Thomson Corporation,
Ontario SuperBuild Corporation, the Canadian Film Centre and a trustee of the
Hospital for Sick Children. Mr. Martin holds a AB degree (cum laude) from
Harvard College and a Master of Business Administration degree from the Harvard
University Graduate School of Business Administration.

    ANTHONY R. MELMAN is a Vice President of Onex and has been a director of
Celestica since October 1996. Dr. Melman joined Onex in 1984 and is actively
involved in negotiating acquisitions, divestitures, and the

                                       39
<Page>
financing thereof. He serves on the boards of various Onex subsidiaries. From
1977 to 1984, he was Senior Vice President of Canadian Imperial Bank of
Commerce, responsible for worldwide merchant banking, project financing,
acquisitions and other specialized financing activities. Prior to emigrating to
Canada in 1977, Dr. Melman had extensive merchant banking experience in South
Africa and the United Kingdom. Dr. Melman is also a director of The Baycrest
Centre Foundation, The Baycrest Centre for Geriatric Care, the University of
Toronto Asset Management Corporation and a member of the Board of Governors of
Mount Sinai Hospital. Dr. Melman holds a Bachelor of Science from the University
of The Witwatersrand, a Master of Business Administration (gold medallist) from
Cape Town University and a Ph.D. in Finance from the University of The
Witwatersrand.

    MICHIO NARUTO is the Chairman of Celestica Japan KK, Chairman of the Board
of ICL plc, special representative of Fujitsu Ltd. and Chairman of Toyota Info
Technology Center. He has been a director of Celestica since October 2001.
Mr. Naruto joined Fujitsu Limited in February 1962. In 1981, when Fujitsu
entered into a technology agreement with ICL, he held the position of General
Manager, Business Administration of International Operations. He was appointed
to the board of Fujitsu in 1985, in charge of International Operations. Later
his responsibility in Fujitsu covered the ICL Business Group; Legal and Industry
Relations; External Affairs and Export Control. In his current capacity, he
attends various international conferences as special representative of Fujitsu
and also takes a role as chairman of Fujitsu Research Institute. Mr. Naruto
holds a Bachelor of Laws degree from the University of Tokyo.

    GERALD W. SCHWARTZ is the Chairman of the Board, President and Chief
Executive Officer of Onex and has been a director of Celestica since July 1998.
Prior to founding Onex in 1983, Mr. Schwartz was a co-founder (in 1977) of
CanWest Capital Corp., now CanWest Global Communications Corp. He is a director
of Onex, The Bank of Nova Scotia, LSG/Sky Chefs, Inc. and Phoenix Pictures Inc.
Mr. Schwartz is also Vice Chairman and Member of the Executive Committee of
Mount Sinai Hospital and is a director, governor, or trustee of a number of
other organizations, including Junior Achievement, Canadian Council of
Christians and Jews and The Board of Associates of the Harvard Business School.
Mr. Schwartz holds a Bachelor of Commerce degree and a Bachelor of Laws degree
from the University of Manitoba, a Master of Business Administration degree from
the Harvard University Graduate School of Business Administration and a Doctor
of Laws (Hon.) from St. Francis Xavier University.

    DON TAPSCOTT is an internationally sought after authority, consultant and
speaker on business strategy and organizational transformation. He is the author
of several widely read books on the application of technology in business.
Mr. Tapscott is the co-founder of Digital 4Sight, a company that researches and
designs new business models for Global 2000 organizations, president of
New Paradigm Learning Corporation, Chairman of Maptuit, and an adjunct Professor
of Management at the University of Toronto's Joseph L. Rotman School of
Management. He is also a founding member of the Committee of Advisers of the
Business and Economic Roundtable on Addiction and Mental Health. Mr. Tapscott
has been a director of Celestica since September 1998. He holds a Bachelor of
Science degree in Psychology and Statistics and a Master of Education degree,
specializing in Research Methodology, as well as a Doctor of Laws (Hon.) from
the University of Alberta.

    J. MARVIN M(A)GEE has been the President and Chief Operating Officer of
Celestica since February 2001 and was the Executive Vice President, Worldwide
Operations from October 1999 to February 2001 and was Senior Vice President,
Canada from January 1997 until October 1999. Mr. M(a)Gee joined IBM Canada in
1979 and, over the course of his career, has held a number of executive
positions with IBM Canada's manufacturing and development operations, with
assignments in Canada and the United States. Mr. M(a)Gee holds a Bachelor of
Science degree in Mechanical Engineering from the University of New Brunswick
and a Master of Business Administration degree from McMaster University.

    R. THOMAS TROPEA has been Vice Chair, Global Customer Units and Worldwide
Marketing and Business Development since February 2001 and was the Executive
Vice President, Worldwide Marketing and Business Development from October 1999
to February 2001and Senior Vice President of Marketing and Business Development
from August 1998 to October 1999. Mr. Tropea has responsibility for global
marketing and business development. He joined Celestica after an extensive
career with Northern Telecom and has over 18 years of experience in the
telecommunications industry in North America and Europe, working in critical

                                       40
<Page>
areas such as sales, finance, business development, investor relations and
manufacturing operations. Mr. Tropea holds a Master of Business Administration
degree from the University of Toronto and a Bachelor of Commerce degree from
Carleton University in Ottawa, Ontario.

    ANDREW G. GORT has been the Executive Vice President Supply Chain Management
since February 2001 and was a Senior Vice President of Celestica from
October 1996 until February 2001. He is responsible for global supply chain
management, which includes Celestica's worldwide procurement procedures.
Mr. Gort joined IBM Canada in 1969 and, over the course of his career, has held
various managerial roles in new products, materials, planning, office systems
and manufacturing products. Mr. Gort holds a Bachelor of Arts degree in
Economics and a Master of Business Administration degree from the University of
Toronto.

    ALASTAIR KELLY has been the Executive Vice President, Corporate Development
since October 1999 and was the Senior Vice President, Celestica Europe from
January 1997 until October 1999. Mr. Kelly joined Design to Distribution Limited
in 1994 and, over the course of his career, has had experience in the computer,
telecommunications and electronics manufacturing sectors. Mr. Kelly holds a
Master of Arts degree in Psychology from Aberdeen University and a Doctor of
Science degree from Salford University.

    ARTHUR P. CIMENTO joined Celestica in September 1999 as Senior Vice
President, Corporate Strategies. Prior to joining Celestica, he was at
McKinsey & Co., a leading international management consulting firm, with a
client portfolio focused on electronics operations. Mr. Cimento joined McKinsey
in 1988, was elected a Principal in 1993, and held leadership positions in
McKinsey's Operations and Electronics practices. Before joining McKinsey,
Mr. Cimento held management positions in several engineering services firms. He
is a director of the San Francisco Chamber of Commerce. Mr. Cimento holds both a
Bachelor of Science and a Master of Science degree in Mechanical Engineering
from the Massachusetts Institute of Technology.

    LISA J. COLNETT has been a Senior Vice President of Celestica since
October 1996. In her current role as Senior Vice-President, Worldwide Process
Management, and Chief Information Officer, she is responsible for key corporate
functions, including IT. Prior to that, Ms. Colnett headed the Memory Division
of Celestica. Ms. Colnett joined IBM Canada in 1981 and, over the course of her
career, has had experience in materials logistics, cost engineering, site
logistics and manufacturing management. Ms. Colnett holds a Bachelor of Business
Administration degree from the University of Western Ontario.

    STEPHEN DELANEY joined Celestica in May 2001 and is a Senior Vice President
responsible for Celestica's U.S. East operations. Prior to joining Celestica,
Mr. Delaney was the Vice President and general manager of Interior and Exterior
Systems Business at Visteon, responsible for a division with 25 plants and
25,000 people in North and South America, Europe and Asia. Prior to joining
Visteon in 1997 as Vice President of Supply, Mr. Delaney held executive and
senior management roles in the operations of AlliedSignal's Electronic Systems
business, Ford's Electronics Division, and IBM's Telecommunications division.
Mr. Delaney holds a Masters degree in Business Administration from Duke
University in North Carolina and a Bachelor of Science degree in Industrial
Engineering from Iowa State University.

    IAIN S. KENNEDY has been a Senior Vice President of Celestica since
October 1996. He currently is responsible for Celestica's integration of
acquisitions and South America. Prior to that, he was Senior Vice President,
Mergers and Acquisitions from 1996 through 2000. He began his career with
IBM Canada in 1984 and, over the course of his career, has held a number of key
management positions in areas of the business including: supply chain,
manufacturing operations, business development and information technology as
chief information officer. Mr. Kennedy holds a Bachelor of Science degree in
Computer Science from the University of Western Ontario and a Master of Business
Administration (Ivey Scholar) degree from the Richard Ivey School of Business,
University of Western Ontario.

    DONALD S. MCCREESH joined Celestica in August 1999 as Senior Vice President,
Human Resources. Prior to joining Celestica, he was the Executive Vice President
of Human Resources at the Canadian Imperial Bank of Commerce (CIBC). Prior to
joining CIBC in 1997, Mr. McCreesh was at Northern Telecom, where he held a
number of senior human resource management positions. Mr. McCreesh holds both a
Bachelor of Psychology and a Master of Business Administration degree from
McMaster University.

    DANIEL P. SHEA has been a Senior Vice President of Celestica since
October 1996 and has been Chief Technology Officer since March 1998. He is also
the General Manager, Hewlett-Packard Global Account and

                                       41
<Page>
previously was President, Power Systems Division of Celestica where he was
responsible for all aspects of Celestica's power systems business. Mr. Shea
joined IBM Canada in 1980 and, over the course of his career, has held a number
of engineering management roles, such as quality, reliability, procurement and
power systems. Mr. Shea holds a Bachelor of Applied Science degree in Electrical
Engineering from the University of Toronto.

    RAHUL SURI has been the Senior Vice President, Mergers and Acquisitions,
since July 2000. He is responsible for Celestica's corporate mergers and
acquisitions activities. Prior to joining Celestica, Mr. Suri was a Managing
Director in the M&A Group at BMO Nesbitt Burns Investment Banking. Prior to
that, he was a partner at the Canadian law firm Davies Ward Phillips &
Vineberg LLP. Mr. Suri was also a visiting professor at Queen's University Law
School, Ontario for several years, where he taught corporate law and mergers and
acquisitions. In 1992, Mr. Suri served as an adviser to the Chairman and the
Executive Director of the Ontario Securities and Exchange Commission on policy
and legal matters. Mr. Suri holds a Master of Arts degree in Law from Cambridge
University, England.

    PETER J. BAR has been Vice President and Corporate Controller of Celestica
since February 1999. Mr. Bar joined Celestica in March 1998 as the
Vice President, Finance-Power Systems. From 1984 to 1998, Mr. Bar held positions
of increasing responsibility with the finance group at IBM Canada. Mr. Bar holds
a Bachelor of Commerce degree from the University of Toronto and a Chartered
Accountant designation.

    ELIZABETH L. DELBIANCO has been Vice President and General Counsel of
Celestica since February 1998. She has overall responsibility for the legal
affairs of Celestica and is also the Corporate Secretary. Ms. DelBianco came to
Celestica following a 13-year career as a senior corporate legal advisor in the
telecommunications industry. Ms. DelBianco holds a Bachelor of Arts degree from
the University of Toronto, a Bachelor of Laws degree from Queen's University,
and a Master of Business Administration degree from the Richard Ivey School of
Business, University of Western Ontario. Ms. DelBianco is qualified to practice
law in Ontario and New York.

    F. GRAHAM THOURET has been Vice President and Corporate Treasurer of
Celestica since October 1997. Prior to that, he served as Vice President and
Treasurer of Dominion Textile Inc., a public company with international
manufacturing and marketing operations. Mr. Thouret has also held senior
management positions in the oil and gas industry and investment banking.
Mr. Thouret holds a Bachelor of Engineering degree from McGill University and a
Master of Science degree in Management from the Massachusetts Institute of
Technology.

    There are no family relationships among any of the foregoing persons, and
there are no arrangements or understandings with any person pursuant to which
any of our directors or members of senior management were selected.

B.  COMPENSATION

AGGREGATE COMPENSATION OF DIRECTORS AND OFFICERS

    Directors who are not officers or employees of Celestica or Onex receive
compensation for their services as directors. These directors receive an annual
retainer fee of $25,000 and a fee of $2,500 for each meeting attended. Meetings
of directors are expected to occur at least quarterly. In lieu of receiving such
retainer and attendance fees in cash, these directors may elect, at the time
they are first elected or appointed to Celestica's board of directors, to
receive their fees in subordinate voting shares. Directors who joined the Board
at or about the time of Celestica's initial public offering receive an annual
retainer and per meeting fee of 2,860 and 286 subordinate voting shares
respectively. Under the Directors' Compensation Plan adopted in July 2001, the
number of shares to be paid to other eligible directors in lieu of cash is
calculated, in the case of meeting fees, by dividing the cash fee that would
otherwise be payable by the closing price of subordinate voting shares on the
NYSE on the date of the meeting, and, in the case of annual retainer fees, by
dividing the cash amount that would otherwise be payable quarterly by the
closing price of subordinate voting shares on the NYSE on the last day of the
quarter. Each director has the right to elect to defer payment of his fees.
Grants of subordinate voting shares for such purposes may not exceed an
aggregate of 500,000 subordinate voting shares. The aggregate compensation paid
in 2001 by the Company to our directors in their capacity as directors was
$50,000 and the right to receive, in the aggregate, 18,482.41 subordinate voting
shares. The delivery of these shares was deferred until the respective directors
cease to be directors of Celestica. See "-- Long-Term Incentive Plan."

                                       42
<Page>
Mr. Crandall, in his capacity as Chairman of the Executive Committee, also
receives an annual grant of 10,000 Performance Units convertible into
subordinate voting shares upon his retirement from the Board.

    In 2001, each of the eligible directors was issued options to acquire 20,000
subordinate voting shares pursuant to the Long-Term Incentive Plan. 80,000
options were issued at an exercise price of $44.23 and 40,000 options were
issued at an exercise price of $35.95.

    As of March 1, 2002, senior officers and directors as a group held options
to purchase a total of the following numbers of subordinate voting shares at the
purchase price per share indicated below:

<Table>
<Caption>
                                      NUMBER OF
                                     SUBORDINATE        PURCHASE PRICE
                                    VOTING SHARES         PER SHARE
                                    -------------       --------------
<S>                                 <C>                 <C>              <C>
                                       710,379            $   5.00
                                       399,190            $   8.75
                                        69,700            $   7.50
                                       373,880            C$ 18.90
                                        30,000            $  12.345
                                        23,000            C$ 20.625
                                        80,000            C$ 31.85
                                        70,000            $  22.97
                                       542,000            C$ 57.845
                                        60,000            $  39.03
                                       100,000            C$ 60.00
                                       276,000            C$ 86.50
                                        62,000            $  56.1875
                                        25,000            C$ 73.50
                                       100,000            $  50.00
                                       526,400            C$ 66.06
                                       144,000            $  41.89
                                        40,000            C$ 34.50
                                        40,000            $  23.41
                                        40,000            C$ 72.60
                                        40,000            $  48.69
                                        40,000            C$ 66.78
                                        40,000            $  44.23
                                        40,000            $  35.95
</Table>

    These options expire at various dates from November 4, 2005 through
December 4, 2011. See Item 6(E), "-- Share Ownership -- Share Purchase and
Option Plans" below. See Note 11 to the Consolidated Financial Statements in
Item 18 for further information about options.

                                       43
<Page>
REMUNERATION OF NAMED EXECUTIVE OFFICERS

    The following table sets forth the compensation of the Chief Executive
Officer of Celestica and the four other most highly compensated executive
officers of Celestica during the year ended December 31, 2001 (collectively, the
"Named Executive Officers") for services rendered in all capacities during our
two most recently completed financial years.

                           SUMMARY COMPENSATION TABLE

<Table>
<Caption>
                                                                                         LONG-TERM
                                                                                        COMPENSATION
                                                                                           AWARDS
                                                                                       --------------
                                                         ANNUAL COMPENSATION(1)          SECURITIES
                                                     -------------------------------   UNDER OPTIONS       ALL OTHER
NAME AND PRINCIPAL POSITION                            YEAR      SALARY      BONUS       GRANTED(2)     COMPENSATION(3)
- ---------------------------                          --------   --------   ---------   --------------   ---------------
                                                                  ($)         ($)           (#)               ($)
<S>                                                  <C>        <C>        <C>         <C>              <C>
Eugene V. Polistuk.................................    2001     700,000       --          150,000           210,737
  Chairman of the Board and Chief Executive Officer    2000     550,000    1,300,000      100,000           193,029

J. Marvin M(a)Gee..................................    2001     516,250       --          135,000            57,773
  President and Chief Operating Officer                2000     360,000      510,000       40,000            31,809

Anthony P. Puppi...................................    2001     400,000       --           59,000            51,822
  Executive Vice President, Chief Financial Officer    2000     370,000      524,000       35,000            47,121
  and General Manager, Global Services

R. Thomas Tropea...................................    2001     400,000       --           59,000            10,200
  Vice Chair, Global Customer Units and Worldwide      2000     350,000      495,000       35,000             5,100
  Marketing and Business Development

Stephen Delaney(4).................................    2001     204,694      150,000(5)    140,000(6)       154,500(7)
  Senior Vice President, U.S., Celestica
  Corporation
</Table>

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

(1) Excludes perquisites and other personal benefits because such compensation
    did not exceed 10% of the total annual salary and bonus for any of the Named
    Executive Officers.

(2) See table under "Options Granted During Year Ended December 31, 2001 to
    Named Executive Officers."

(3) Represents amounts set aside to provide benefits under Celestica's pension
    plans (see "-- Pension Plans").

(4) Mr. Delaney joined Celestica in May 2001. The amount specified represents
    Mr. Delaney's salary from his date of hire to the end of the year.

(5) Represents the amount Celestica agreed to pay to Mr. Delaney at his date of
    hire as a bonus for the year ended December 31, 2001.

(6) Includes 100,000 options granted to Mr. Delaney upon joining Celestica.

(7) Includes $150,000 paid to Mr. Delaney at his date of hire.

                                       44
<Page>
OPTIONS GRANTED DURING YEAR ENDED DECEMBER 31, 2001 TO NAMED EXECUTIVE OFFICERS

    The following table sets out options to purchase subordinate voting shares
granted by the Corporation to the Named Executive Officers during the year ended
December 31, 2001.

<Table>
<Caption>
                                                                                    MARKET VALUE OF
                                       SUBORDINATE         % OF                       SUBORDINATE
                                      VOTING SHARES   TOTAL OPTIONS                  VOTING SHARES
                                      UNDER OPTIONS     GRANTED TO      EXERCISE    ON THE DATE OF
                                         GRANTED        EMPLOYEES        PRICE           GRANT
NAME                                     (1) (#)         IN 2001       ($/SHARE)       ($/SHARE)      EXPIRATION DATE
- ----                                  -------------   --------------   ----------   ---------------   ----------------
<S>                                   <C>             <C>              <C>          <C>               <C>
Eugene V. Polistuk..................     150,000           1.89%          C$66.06        C$66.06      December 4, 2011
J. Marvin M(a)Gee...................      25,000           0.32%          C$73.50        C$73.50         March 1, 2011
                                         110,000           1.39%          C$66.06        C$66.06      December 4, 2011
Anthony P. Puppi....................      59,000           0.75%          C$66.06        C$66.06      December 4, 2011
R. Thomas Tropea....................      59,000           0.75%       U.S.$41.89     U.S.$41.89      December 4, 2011
Stephen Delaney.....................     100,000           1.26%       U.S.$50.00     U.S.$50.00        April 20, 2011
                                          40,000           0.51%       U.S.$41.89     U.S.$41.89      December 4, 2011
</Table>

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

(1) Options vest in four equal annual instalments.

OPTIONS EXERCISED DURING MOST RECENTLY COMPLETED FINANCIAL YEAR AND VALUE OF
  OPTIONS AT DECEMBER 31, 2001 FOR NAMED EXECUTIVE OFFICERS

    The following table sets out certain information with respect to options to
purchase subordinate voting shares that were exercised by Named Executive
Officers during the year ended December 31, 2001 and with respect to subordinate
voting shares under option to the Named Executive Officers as at December 31,
2001.

<Table>
<Caption>
                                           SUBORDINATE                                                 VALUE OF UNEXERCISED
                                          VOTING SHARES     AGGREGATE     UNEXERCISED OPTIONS AT      IN-THE-MONEY OPTIONS AT
                                           ACQUIRED ON        VALUE          DECEMBER 31, 2001         DECEMBER 31, 2001(2)
NAME                                         EXERCISE      REALIZED(1)   EXERCISABLE/UNEXERCISABLE   EXERCISABLE/UNEXERCISABLE
- ----                                      --------------   -----------   -------------------------   -------------------------
<S>                                       <C>              <C>           <C>                         <C>
Eugene V. Polistuk......................      44,607       $1,563,921         390,267/405,566(3)       $9,828,562/$3,769,418
J. Marvin M(a)Gee.......................      --               --             155,212/235,920(3)       $3,672,565/$1,226,996
Anthony P. Puppi........................      42,567       $1,701,264         126,395/161,170(3)       $2,595,020/$1,367,221
R. Thomas Tropea........................      --               --             183,664/213,526(4)       $4,474,479/$2,998,853
Stephen Delaney.........................      --               --                 -- /140,000(4)             -- / --
</Table>

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

(1) Based on the closing price of the underlying shares on The New York Stock
    Exchange on the date of exercise of the options.

(2) Based on the closing price of the subordinate voting shares on The New York
    Stock Exchange on December 31, 2001 of $40.39.

(3) Options granted under the ESPO Plans and the Long-Term Incentive Plan.

(4) Options granted under the Long-Term Incentive Plan.

PENSION PLANS

    Messrs. Polistuk, Puppi and M(a)Gee each participate in Celestica's
non-contributory pension plan (the "Canadian Pension Plan"). The Canadian
Pension Plan has a defined benefit and a defined contribution portion and
provides for a maximum of 30 years' service and retirement eligibility at the
earlier of 30 years' service or age 55.

    Mr. M(a)Gee is enrolled in the defined contribution portion of the Canadian
Pension Plan. Messrs. Polistuk and Puppi participate only in the defined benefit
portion of the Canadian Pension Plan. Messrs. Polistuk, Puppi and M(a)Gee also
participate in an unregistered supplementary pension plan (the "Supplementary
Plan") that provides benefits equal to the difference between the benefits
determined in accordance with the formula set out in the Canadian Pension Plan
and Canada Customs and Revenue Agency maximum pension benefits.

    The defined contribution portion of the Canadian Pension Plan allows
employees to choose how Celestica contributions are invested on their behalf
within a range of investment options provided by third party fund

                                       45
<Page>
managers. Celestica's contributions range from 3% of earnings to a maximum of
6.75% of earnings based on the number of years of service. Retirement benefits
depend upon the performance of the investment options chosen.

    The following table sets forth the estimated aggregate annual benefits
payable under the defined benefit portion of the Canadian Pension Plan and the
Supplementary Plan for Messrs. Polistuk and Puppi.

                        CANADA PENSION PLAN TABLE(1)(2)

<Table>
<Caption>
                                                    15 YEARS     20 YEARS     25 YEARS     30 YEARS     35 YEARS
EARNINGS AVERAGE ($)                               OF SERVICE   OF SERVICE   OF SERVICE   OF SERVICE   OF SERVICE
- --------------------                               ----------   ----------   ----------   ----------   ----------
<S>                                                <C>          <C>          <C>          <C>          <C>
300,000..........................................   $30,000      $40,000      $ 65,000     $ 95,000     $ 95,000
400,000..........................................   $39,000      $52,000      $ 84,000     $124,000     $124,000
500,000..........................................   $48,000      $64,000      $103,000     $153,000     $153,000
600,000..........................................   $57,000      $76,000      $123,000     $181,000     $181,000
</Table>

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

(1) This table assumes total of retirement age and years of service is greater
    than or equal to 80.

(2) All amounts shown are converted into U.S. dollars from Canadian dollars at
    an exchange rate of U.S.$1.00 = C$1.5911.

    The benefit provided under the defined benefit portion of the Canadian
Pension Plan for each of the officers who participate in the plan is equal to
the benefit entitlement accrued under the relevant IBM plan prior to
October 22, 1996 plus the greater of 1.2% of earnings (salary and bonus) or 0.9%
of earnings up to the yearly maximum pensionable earnings ("YMPE") level, plus
1.45% of earnings above the YMPE. The defined benefit portion of the Canadian
Pension Plan is of a modified career average design with pre-1999 benefits based
on the three-year earnings average at December 31, 1998. The defined benefit
portion of the Canadian Pension Plan also provides for supplementary early
retirement benefits from the date of early retirement to age 65.

    As at December 31, 2001, Messrs. Polistuk and Puppi had completed 33 and
22 years of service, respectively.

    During the year ended December 31, 2001, Celestica set aside an aggregate
amount of $321,303 to provide pension benefits for Messrs. Polistuk, Puppi and
M(a)Gee pursuant to the Canadian Pension Plan. No other amounts were set aside
or accrued by Celestica during the year ended December 31, 2001 for the purpose
of providing pension, retirement or similar benefits for Messrs. Polistuk, Puppi
and M(a)Gee pursuant to any other plans.

    Messrs. Tropea and Delaney participate in the "U.S. Plan." The U.S. Plan
qualifies as a deferred salary arrangement under section 401 of the Internal
Revenue Code (United States). Under the U.S. Plan, participating employees may
defer a portion of their pre-tax earnings not to exceed 15% of their total
compensation. Celestica, at its discretion, may make contributions for the
benefit of eligible employees.

    During the year ended December 31, 2001, Celestica contributed $14,700 to
the U.S. Plan for the benefit of Messrs. Tropea and Delaney. Except as described
above, no other amounts were set aside or accrued by Celestica during the year
ended December 31, 2001 for the purpose of providing pension, retirement or
similar benefits for Mr. Tropea.

EMPLOYMENT AGREEMENTS

    Messrs. Polistuk and Puppi each entered into an employment agreement with
Celestica as of October 22, 1996. Mr. Tropea entered into an employment
agreement with Celestica as of June 30, 1998. Each agreement provides for the
executive's base salary and for benefits in accordance with Celestica's
established benefit plans for employees from time to time. Each agreement
provides for the executive to receive an amount equivalent to 36 months' salary
if Celestica terminates the executive's employment, other than for cause,
subject to reduction if the executive earns replacement earnings during such
period from other sources.

                                       46
<Page>
INDEMNIFICATION AGREEMENTS

    Celestica and certain of our subsidiaries have entered into indemnification
agreements with certain of the directors and officers of Celestica and our
subsidiaries. These agreements generally provide that Celestica or the
subsidiary of Celestica which is a party to the agreement, as applicable, will
indemnify the director or officer in question (including his or her heirs and
legal representatives) against all costs, charges and expenses incurred by him
or her in respect of any civil, criminal or administrative action or proceeding
to which he or she is made a party by reason of being or having been a director
or officer of such corporation or a subsidiary thereof, provided that (a) he or
she has acted honestly and in good faith with a view to the best interests of
the corporation, and (b) in the case of a criminal or administrative proceeding
that is enforced by a monetary penalty, he or she had reasonable grounds for
believing that his or her conduct was lawful.

C.  BOARD PRACTICES

    Members of the Board of Directors are elected until the next annual meeting
or until their successors are elected or appointed.

    Except for the right to receive deferred compensation (see Item 6(B),
"Compensation"), no director is entitled to benefits from Celestica when they
cease to serve as a director.

BOARD COMMITTEES

    The Board of Directors has established three standing committees of three
directors, each with a specific mandate. The Executive Committee includes a
majority of unrelated directors. The Audit Committee and Compensation Committee
are each composed of unrelated directors.

    EXECUTIVE COMMITTEE

    Subject to the limitations set out in subsection 127(3) of the BUSINESS
CORPORATIONS ACT (Ontario), the Board of Directors has delegated to the
Executive Committee the powers to consider and approve certain matters relating
to the management of Celestica subject to any regulations or restrictions that
may from time to time be made or imposed upon the Executive Committee by the
Board of Directors. The members of the Executive Committee are Mr. Crandall,
Mr. Melman and Mr. Polistuk.

    AUDIT COMMITTEE

    The Audit Committee, which consists of Mr. Love, Mr. Martin and Mr. Melman,
selects and engages, on behalf of Celestica, the independent public accountants
to audit Celestica's annual financial statements, and reviews and approves the
planned scope of the annual audit. The Audit Committee has direct communication
channels with the auditors to discuss and review specific issues as appropriate.
The Audit Committee's duties include the responsibility for reviewing financial
statements with management and the auditors, monitoring the integrity of the
Celestica's management information systems and internal control procedures, and
reviewing the adequacy of the Celestica's processes for identifying and managing
risk.

    COMPENSATION COMMITTEE

    The Compensation Committee approves Celestica's executive compensation
policies and establishes remuneration levels of Celestica's executive officers
and performs such functions as provided for under Celestica's employee benefit
programs and executive compensation programs. The Compensation Committee
consists of Mr. Melman, Mr. Tapscott and Mr. Etherington, all of whom are
unrelated to Celestica. John Walter was a member of the Compensation Committee
until his retirement from the Board of Directors in June, 2001. Mr. Walter is
also unrelated to Celestica.

                                       47
<Page>
D.  EMPLOYEES

    Celestica has over 40,000 permanent and temporary (contract) employees
worldwide as of December 31, 2001. The following table sets forth information
concerning our employees by geographic location:

<Table>
<Caption>
                                                                   NUMBER OF EMPLOYEES
                                                              ------------------------------
DATE                                                          AMERICAS    EUROPE      ASIA
- ----                                                          --------   --------   --------
<S>                                                           <C>        <C>        <C>
December 31, 1999...........................................   10,600     3,000       4,900
December 31, 2000...........................................   16,000     6,000       7,000
December 31, 2001...........................................   17,500     7,500      15,000
</Table>

    During the year ended December 31, 2001, approximately 9,000 temporary
(contract) employees were engaged by Celestica worldwide. During the year ended
December 31, 2001, approximately 9,700 employees, including temporary (contract)
employees, were terminated as a result of restructuring actions announced during
the year. See Note 13 to the Consolidated Financial Statements in Item 18
for further information on the restructuring.

    Certain information concerning employees is set forth in Item 4,
"Information on the Company -- Business Overview -- Human Resources."

E.  SHARE OWNERSHIP

    The following table sets forth certain information concerning the direct and
beneficial ownership of shares of Celestica at March 1, 2002 by each director
who holds shares and each of the Named Executive Officers and all directors and
executive officers of Celestica as a group. Unless otherwise noted, the address
of each of the shareholders named below is Celestica's principal executive
office. In this table, multiple voting shares are referred to as "MVS" and
subordinate voting shares are referred to as "SVS."

<Table>
<Caption>
                                                                        MARCH 1, 2002
                                                       ------------------------------------------------
                                                                         PERCENTAGE OF
                                                                           CLASS/ALL      PERCENTAGE OF
NAME OF BENEFICIAL OWNER(1)                             VOTING SHARES    EQUITY SHARES    VOTING POWER
- ---------------------------                            ---------------   --------------   -------------
<S>                                                    <C>               <C>              <C>
Eugene V. Polistuk...................................     512,826 SVS         */*             *
Anthony P. Puppi.....................................     235,401 SVS         */*             *
Robert L. Crandall...................................      80,000 SVS         */*             *
William E. Etherington...............................      10,000 SVS         */*             *
Mark L. Hilson(2)(3).................................     438,792 SVS         */*             *
Richard S. Love......................................      75,000 SVS         */*             *
Roger L. Martin......................................      43,000 SVS         */*             *
Anthony R. Melman(2)(4)..............................     450,000 SVS         */*             *
Gerald W. Schwartz(2)(5).............................  39,065,950 MVS    100.0%/17.0%       83.7%
                                                        4,136,228 SVS      2.2%/1.8%          *
Don Tapscott.........................................      63,000 SVS         */*             *
J. Marvin M(a)Gee....................................     205,212 SVS         */*             *
R. Thomas Tropea.....................................     263,664 SVS         */*             *
Stephen Delaney......................................       1,400 SVS         */*             *
All directors and executive officers as a group
  (24 persons)(3)(4)(5)(6)...........................  39,065,950 MVS    100.0%/17.0%       83.7%
                                                        6,828,779 SVS      3.6%/3.0%          *
  Total percentage of all equity shares and total
    percentage of voting power.......................                        20.0%          84.2%
</Table>

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

*   Less than 1%.

(1) As used in this table, "beneficial ownership" means sole or shared power to
    vote or direct the voting of the security, or the sole or shared investment
    power with respect to a security (I.E., the power to dispose, or direct a
    disposition, of a security). A person is deemed

                                       48
<Page>
    at any date to have "beneficial ownership" of any security that such person
    has a right to acquire within 60 days of such date. Certain shares subject
    to options granted pursuant to management investment plans of Onex are
    included as owned beneficially by named individuals, although the exercise
    of these options is subject to Onex meeting certain financial targets. More
    than one person may be deemed to have beneficial ownership of the same
    securities. Unless otherwise indicated, the address for each shareholder is:
    c/o Celestica Inc., 12 Concorde Place, Toronto, Ontario M3C 3R8.

(2) The address of such shareholders is: c/o Onex Corporation, 161 Bay Street,
    P.O. Box 700, Toronto, Ontario, Canada M5J 2S1.

(3) Includes 20,000 subordinate voting shares beneficially owned by
    Mr. Hilson's spouse (as to which Mr. Hilson disclaims beneficial ownership),
    26,000 subordinate voting shares beneficially owned by a trust the
    beneficiaries of which are members of Mr. Hilson's family (as to which
    Mr. Hilson disclaims beneficial ownership) and 277,326 subordinate voting
    shares owned by Onex which are subject to options granted to Mr. Hilson
    pursuant to certain management investment plans of Onex.

(4) Includes 274,588 subordinate voting shares owned by Onex which are subject
    to options granted to Mr. Melman pursuant to certain management investment
    plans of Onex.

(5) Includes 159,992 subordinate voting shares owned by a company controlled by
    Mr. Schwartz and all of the shares of Celestica beneficially owned by Onex,
    of which 1,077,500 subordinate voting shares are subject to options granted
    to Mr. Schwartz pursuant to certain management incentive plans of Onex.
    Mr. Schwartz, a director of Celestica, is the Chairman of the Board,
    President and Chief Executive Officer of Onex and controls Onex through his
    ownership of shares, with a majority of the voting rights attaching to all
    shares of Onex. Accordingly, Mr. Schwartz may be deemed to be the beneficial
    owner of shares of Celestica beneficially owned by Onex.

(6) Includes 479,500 subordinate voting shares held by Towers Perrin Share Plan
    Services, in trust for Celestica Employee Nominee Corporation as agent for
    and on behalf of individual Celestica executives, pursuant to the provisions
    of Celestica employee benefit plans, and 535,186 subordinate voting shares
    which are subject to options.

    MVS and SVS have different voting rights. See Item 10, "Additional
Information -- Memorandum and Articles of Incorporation -- Multiple Voting
Shares and Subordinate Voting Shares."

SHARE PURCHASE AND OPTION PLANS

    We have issued subordinate voting shares and have granted options to acquire
subordinate voting shares for the benefit of certain of our employees and
executives pursuant to various employee share purchase and option plans in
effect prior to our initial public offering (the "ESPO Plans"). No further
options or subordinate voting shares (other than pursuant to outstanding
options) may be issued under these ESPO Plans.

    Pursuant to the ESPO Plans, employees and executives of Celestica were
offered the opportunity to purchase subordinate voting shares and, in connection
with such purchase, receive options to acquire an additional number of
subordinate voting shares based on the number of subordinate voting shares
acquired by them under the ESPO Plans (on average, approximately 1.435 options
for each subordinate voting share acquired under the ESPO Plans). In each case,
the exercise price for the options is equal to the price per share paid for the
corresponding subordinate voting shares acquired under the ESPO Plans.

    Upon the completion of Celestica's initial public offering, certain options
became exercisable. The balance of the options issued under the ESPO Plans vest
over a period of five years beginning December 31, 1998. All subordinate voting
shares acquired by employees under the ESPO Plans are held either by the
employee, or by Towers Perrin Share Plan Services in trust for Celestica
Employee Nominee Corporation as agent for and on behalf of such employees.

    As at March 1, 2002, approximately 7,000 persons held options to acquire an
aggregate of approximately 23,756,000 subordinate voting shares. Most of these
options were issued pursuant to the ESPO and LTIP Plans. The following table
sets forth information with respect to options outstanding as at March 1, 2002.

                                       49
<Page>
                              OUTSTANDING OPTIONS

<Table>
<Caption>
                                  NUMBER OF
                                 SUBORDINATE
                                VOTING SHARES
BENEFICIAL HOLDERS              UNDER OPTION         EXERCISE PRICE        YEAR OF ISSUANCE       DATE OF EXPIRY
- ------------------              -------------      -------------------   --------------------   -------------------
<S>                             <C>                <C>                   <C>                    <C>
Executive Officers
  (15 persons in total).......      710,379        $5.00                 During 1997            April 8, 2007(1)
                                    302,890        $7.50 - $8.75         During 1998            April 29, 2008 to
                                                                                                July 3, 2008
                                    403,880        $12.345/C$18.90       January 1, 1999        January 1, 2009
                                     23,000        C$20.625              February 11, 1999      February 11, 2009
                                     80,000        C$31.85               July 2, 1999           July 2, 2009
                                     70,000        $22.97                September 20, 1999     September 20, 2009
                                    602,000        $39.03/C$57.845       December 7, 1999       December 7, 2009
                                    100,000        C$60.00               May 26, 2000           May 26, 2010
                                    338,000        $56.1875/C$86.50      December 5, 2000       December 5, 2010
                                     25,000        C$73.50               March 1, 2001          March 1, 2011
                                    100,000        $50.00                April 20, 2001         April 20, 2011
                                    670,400        $41.89/C$66.06        December 4, 2001       December 4, 2011

Directors who are not
  Executive Officers..........      166,000        $8.75                 During 1998            July 7, 2008
                                     80,000        $23.41/C$34.50        July 7, 1999           July 7, 2009
                                     80,000        $48.69/C$72.60        July 7, 2000           July 7, 2010
                                     80,000        $44.23/C$66.78        July 7, 2001           July 7, 2011
                                     40,000        $35.95                October 22, 2001       October 22, 2011
All other Celestica Employees
  (other than IMS) (more than
  6,000 persons in total).....    3,741,079        $5.00                 During 1997            April 8, 2007(2)
                                    767,864        $7.50 - C$14.05       During 1998            April 29, 2008 to
                                                                                                November 9, 2008
                                    715,295        $13.69 - C$21.45      January 1, 1999 to     January 1, 2009 to
                                                                         March 17, 1999         March 17, 2009
                                  2,198,175        $39.03/C$57.845       December 7, 1999       December 7, 2009
                                    615,055        $13.65 - C$53.75      During 1999            January 1, 2009 to
                                                                                                December 31, 2009
                                  1,118,289        $40.06 - C$123.65     During 2000            January 1, 2010 to
                                                                                                December 31, 2010
                                  2,478,855        $56.1875/C$86.50      December 5, 2000       December 5, 2010
                                  1,388,050        $49.00 - C$108.45     During 2001            January 1, 2011 to
                                                                                                December 31, 2011
                                  5,613,020        $41.89/C$66.06        December 4, 2001       December 4, 2011
                                     94,600        $40.76 - C$70.81      January 1, 2002 to     January 1, 2012 to
                                                                         March 1, 2002          March 1, 2012
IMS Employees.................      953,562(3)     $0.925 - 13.31(4)     December 30, 1998      June 13, 2006 to
                                                                                                December 18, 2008
Primetech Employees(5)........       31,793        C$47.73               June 29, 1998          June 29, 2003
                                     60,053        C$65.91               July 14, 1999          July 14, 2004
                                     96,250        C$97.73 - C$111.36    February 15, 2000 to   February 15, 2005
                                                                         June 15, 2000          to June 15, 2005
                                     32,560        C$45.45 - C$67.05     January 10, 2001 to    January 10, 2006 to
                                                                         March 16, 2001         March 16, 2006
</Table>

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

(1) Except for 10,140 options which expire on November 4, 2005.

(2) Except for 289,740 options which expire on November 4, 2005.

(3) Represents options outstanding under certain stock option plans that were
    assumed by Celestica on December 30, 1998.

(4) The original exercise price for these options was based on the NASDAQ market
    price of IMS common stock at the date of issuance.

(5) Represents options outstanding under certain stock option plans that were
    assumed by Celestica on August 3, 2001.

                                       50
<Page>
    Our compensation philosophy is predicated on the belief that broadly-based
employee participation in share ownership is critical to maintain a common
entrepreneurial culture and motivation throughout our operational units and
across functional and geographic boundaries. Accordingly, prior to the
completion of our initial public offering, we established the Long-Term
Incentive Plan and the Employee Share Ownership Plan.

LONG-TERM INCENTIVE PLAN

    Under the Long-Term Incentive Plan (the "Plan"), the board of directors of
Celestica may in its discretion grant from time to time stock options,
performance shares, performance share units and stock appreciation rights
("SARs") to directors, permanent employees and consultants ("eligible
participants") of Celestica, our subsidiaries and other companies or
partnerships in which Celestica has a significant investment ("affiliated
entities").

    Under the Plan, up to 23,000,000 subordinate voting shares of Celestica may
be issued from treasury. At the annual special meeting of Celestica shareholders
held April 17, 2002, shareholders approved an increase to the number of
subordinate voting shares that may be issued from treasury under the Plan to
29,000,000. The number of subordinate voting shares which may be issued from
treasury under the Plan to directors is limited to 2,000,000. In addition,
Celestica may satisfy obligations under the Plan by acquiring subordinate voting
shares in the market. The LTIP limits the number of subordinate voting shares
which may be reserved for issuance to insiders or any one participant pursuant
to options or rights granted pursuant to the Plan, together with subordinate
voting shares reserved for issuance under any other employee-related plan of
Celestica or options for services granted by Celestica, to 10% and 5%,
respectively, of the aggregate issued and outstanding subordinate voting shares
and multiple voting shares of Celestica.

    The exercise price for any stock option issued under the Plan will not be
less than the market price of the subordinate voting shares on the day preceding
the date of grant, except that options to acquire subordinate voting shares were
issued to directors and an officer substantially concurrently with the
completion of the initial public offering with an exercise price equal to the
initial public offering price ($8.75). Options issued under the Plan may be
exercised during a period determined under the Plan, which may not exceed ten
years. The Plan also provides that, unless otherwise determined by the board of
directors, options will terminate within specified time periods following the
termination of employment of an eligible participant with Celestica or our
affiliated entities. The exercise of options may be subject to vesting
conditions, including specific time schedules for vesting and performance-based
conditions such as share price and financial results. The grant to, or exercise
of options by, an eligible participant may also be subject to certain share
ownership requirements.

    Celestica may arrange for financial assistance, by way of loans or
otherwise, to eligible participants to acquire subordinate voting shares upon
the exercise of options under the Plan, on such terms and conditions as the
board of directors determines.

    Under the Plan, eligible participants may be granted SARs, a right to
receive a cash amount equal to the difference between the market price of the
subordinate voting shares at the time of the grant and the market price of such
shares at the time of exercise of the SAR. Such amounts may also be payable by
the issuance of subordinate voting shares. SARs may be granted under the Plan on
a one-for-one or other basis in tandem with option grants, in which case it may
be a term of the option and the SAR that the exercise of one results in the
cancellation of the other. The exercise of SARs may also be subject to
conditions similar to those which may be imposed on the exercise of stock
options.

    Upon the issuance of performance units, eligible participants will be
entitled to receive grants of subordinate voting shares, with such shares to be
issued at the then market price of subordinate voting shares. The issue of such
shares may be subject to vesting requirements similar to those described above
with respect to the exercisability of options and SARs, including such time or
performance-based conditions as may be determined by the board of directors in
its discretion. The number of subordinate voting shares which may be issued from
the treasury of Celestica under the performance unit program is limited to
2,000,000 and the number of subordinate voting shares which may be issued
pursuant to the performance unit program to any one person shall not exceed 1%
of the aggregate issued and outstanding subordinate voting shares and multiple
voting shares of Celestica.

                                       51
<Page>
    The interests of any participant under the Plan or in any option, rights or
performance unit shall not be transferable by him or her except to a spouse or a
personal holding company or family trust controlled by the participant, the
shareholders or beneficiaries of which, as the case may be, are any combination
of the participant, the participant's spouse, the participant's minor children
and the participant's minor grandchildren, subject to applicable stock exchange
rules.

    The Plan, or the terms of any option, SAR or performance unit granted
thereunder, can be amended by the board of directors, subject to obtaining any
required regulatory approvals and participant and shareholder approval where so
required. Participation in the Plan by eligible participants is not a condition
of employment of an eligible participant. Celestica may appoint a trustee or
administrator to perform certain functions under the Plan and the board of
directors may delegate its rights and duties under the Plan to a committee of
the board of directors or one or more specified officers.

EMPLOYEE SHARE OWNERSHIP PLAN

    The purpose of the Employee Share Ownership Plan ("ESOP") is to enable
eligible employees and directors ("Eligible Participants") of Celestica to
acquire subordinate voting shares, so as to encourage continued employee
interest in the operation, growth and development of Celestica, as well as to
provide an additional investment opportunity to employees and directors. The
ESOP enables Eligible Participants to acquire subordinate voting shares from
shares acquired by an administrator in the market. Under the ESOP, an Eligible
Participant who is an employee may elect to contribute an amount by deduction
from each regular payroll, representing no more than 10% of his or her
compensation. A participant who is a director may elect to designate all or a
portion of his or her cash retainer fees, meeting fees, committee or similar
fees as a contribution under the ESOP. Celestica will contribute 25% of the
amount of the contributions of employees, up to a maximum total for each
contribution of 1% of the employee's compensation for the relevant payroll
period. Unless otherwise determined by Celestica, no Celestica contribution
shall be made for contributions by directors. The ESOP provides for vesting
conditions relating to shares acquired under the ESOP using Celestica
contributions. Under the ESOP, following each payroll period, an administrator
acquires in the market subordinate voting shares for the purposes of satisfying
purchases by Eligible Participants under the ESOP, using funds contributed by
employees and Celestica. The ESOP also provides that participation in the Plan
by Eligible Participants is not a condition of employment of an Eligible
Participant.

ITEM 7.  MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A.  MAJOR SHAREHOLDERS

    The following table sets forth certain information concerning the direct and
beneficial ownership of the shares of Celestica at March 1, 2002 by each person
known to Celestica to own beneficially, directly or indirectly, 5% or more of
the subordinate voting shares or the multiple voting shares. Unless otherwise
noted, the address of each of the shareholders named below is our principal
executive office. In this table, multiple voting shares are referred to as "MVS"
and subordinate voting shares are referred to as "SVS."

<Table>
<Caption>
                                                                        MARCH 1, 2002
                                                       ------------------------------------------------
                                                                         PERCENTAGE OF
                                                                           CLASS/ALL      PERCENTAGE OF
NAME OF BENEFICIAL OWNER(1)                             VOTING SHARES    EQUITY SHARES    VOTING POWER
- ---------------------------                            ---------------   --------------   -------------
<S>                                                    <C>               <C>              <C>
Onex Corporation(2)(3)(4)............................  39,065,950 MVS     100.0%/17.0%        83.7%
                                                        3,976,236 SVS        2.1%/1.7%        *
Gerald W. Schwartz(2)(4)(5)..........................  39,065,950 MVS     100.0%/17.0%        83.7%
                                                        4,136,228 SVS        2.2%/1.8%        *
  Total percentage of all equity shares and total
    percentage of voting power.......................                            18.8%        84.0%

AIM Management Group Inc.(6)(7)......................  21,620,297 SVS       11.3%/9.4%         1.9%
Janus Capital Corporation(8)(9)......................   9,947,680 SVS        5.2%/4.3%        *
</Table>

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

*   Less than 1%.

                                       52
<Page>
(1) As used in this table, "beneficial ownership" means sole or shared power to
    vote or direct the voting of the security, or the sole or shared investment
    power with respect to a security (I.E., the power to dispose, or direct a
    disposition, of a security). A person is deemed at any date to have
    "beneficial ownership" of any security that such person has a right to
    acquire within 60 days of such date. Certain shares subject to options
    granted pursuant to management investment plans of Onex are included as
    owned beneficially by named individuals, although the exercise of these
    options is subject to Onex meeting certain financial targets. More than one
    person may be deemed to have beneficial ownership of the same securities.

(2) The address of such shareholders is: c/o Onex Corporation, 161 Bay Street,
    P.O. Box 700, Toronto, Ontario, Canada M5J 2S1.

(3) Includes 11,635,958 multiple voting shares held by wholly-owned subsidiaries
    of Onex, 1,909,980 subordinate voting shares held by Towers Perrin Share
    Plan Services in trust for Celestica Employee Nominee Corporation, as agent
    for and on behalf of certain executives and employees of Celestica pursuant
    to certain of Celestica's employee share purchase and option plans, 33,754
    subordinate voting shares representing an undivided interest of
    approximately 10.2% in 330,872 subordinate voting shares, and 404,128
    subordinate voting shares directly or indirectly held by certain officers of
    Onex which Onex has the right to vote.

    Of these shares, 9,214,320 subordinate voting shares may be delivered, at
    the issuer's option, upon the exercise or redemption, or at maturity or
    acceleration, of exchangeable debentures due 2025 issued by a subsidiary of
    Onex. 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 a debenture
    is exercised or an equity forward agreement is settled and the issuer does
    not elect or the party to an equity forward agreements does not elect to
    satisfy its obligation in cash rather than delivering subordinate voting
    shares, if the issuer or the party to the equity forward agreements, as the
    case may be, does not have sufficient subordinate voting shares to satisfy
    the obligations, the requisite number of multiple voting shares held by such
    person will immediately be converted into subordinate voting shares, which
    shares will be delivered to satisfy such obligations.

    The shares Onex owns and the shares Onex has the right to vote represent in
    the aggregate 84.0% of the voting power of all Celestica shares. If the
    issuer of the exchangeable debentures due 2025 or the party to the equity
    forward agreement, as the case may be, elects to deliver solely subordinate
    voting shares and no cash upon the exchange or redemption, or at maturity or
    acceleration, of the debentures or at the settlement of the equity forward
    agreement, as the case may be, the shares that Onex owns and the shares Onex
    has the right to vote would, if the shares were delivered on March 1, 2002,
    represent in the aggregate 78% of the voting power of all Celestica shares.

(4) Multiple voting shares and subordinate voting shares have different voting
    rights. Information concerning voting rights is set forth in Item 10,
    "Additional Information -- Memorandum and Articles of
    Incorporation -- Multiple Voting Shares and Subordinate Voting Shares."

(5) Includes 159,992 subordinate voting shares owned by a company controlled by
    Mr. Schwartz and all of the shares of Celestica beneficially owned by Onex,
    or in respect of which Onex exercises control and direction, of which
    1,077,500 subordinate voting shares are subject to options granted to
    Mr. Schwartz pursuant to certain management incentive plans of Onex.
    Mr. Schwartz is a director of Celestica and the Chairman of the Board,
    President and Chief Executive Officer of Onex. He controls Onex through his
    ownership of shares with a majority of the voting rights attaching to all
    shares of Onex. Accordingly, Mr. Schwartz may be deemed to be the beneficial
    owner of shares of Celestica beneficially owned by Onex.

(6) The address of such shareholder is: 11 Greenway Plaza, Suite 100, Houston,
    Texas 77046.

(7) The information concerning this shareholder's ownership of subordinate
    voting shares was obtained from the shareholder's Schedule 13G filed with
    the Securities and Exchange Commission on February 6, 2002.

(8) The address of such shareholder is: 100 Fillmore Street, Denver, Colorado
    80206-4923.

(9) The information concerning this shareholder's ownership of subordinate
    voting shares was obtained from the shareholder's Schedule 13G filed with
    the Securities and Exchange Commission on February 8, 2002.

HOLDERS

    On March 1, 2002, there were approximately 1,549 holders of record of
subordinate voting shares, of which approximately 337 holders, holding
approximately 44% of the outstanding subordinate voting shares, were resident in
the United States.

    On March 1, 2002, there was one holder of record of the Senior Subordinated
Notes; the holder of record was in the United States.

    On March 1, 2002, there was one holder of record of the Liquid Yield
Option-TM- Notes due 2020; the holder of record was in the United States.

                                       53
<Page>
B.  RELATED PARTY TRANSACTIONS

INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS

    Celestica and Onex are parties to a Management Services Agreement under
which Onex has agreed to provide management, administrative, strategic planning,
financial and support services to Celestica of such nature as Celestica may
reasonably request from time to time having regard to Onex's experience,
expertise and personnel or the personnel of its subsidiaries, as the case may
be. Celestica has agreed to pay Onex certain fees under the Management Services
Agreement equal to $2.0 million per year adjusted for changes in the Canadian
consumer price index. The Management Services Agreement also provides that if
Celestica uses Onex management personnel to provide investment banking or
financial advice in connection with any acquisition, Onex will be entitled to
receive fees consistent in the determination of the board of directors of
Celestica with fees typically paid for financial advice in such circumstances to
investment bankers or other expert advisors at arm's-length to Celestica. The
Management Services Agreement has a term of five years, commencing July 7, 1998,
with automatic renewal for successive one-year periods thereafter, subject to
termination on 12 months' prior written notice at any time after the initial
five-year term by the directors of Celestica who are independent of Celestica
and Onex, and provided that in any event the Management Services Agreement, and
the rights of Onex to receive fees (other than accrued and unpaid fees), will
terminate 30 days after the first day upon which Onex ceases to hold at least
one multiple voting share. During 2001, Celestica paid to Onex management fees
of approximately $2.1 million.

INDEBTEDNESS OF DIRECTORS AND SENIOR OFFICERS

    As at March 1, 2002, Celestica had guaranteed $4,401,372 aggregate
indebtedness of certain officers and employees of Celestica incurred in
connection with the purchase of subordinate voting shares. The following table
sets forth details of such guarantees by Celestica of indebtedness of the
directors and officers of Celestica.

       INDEBTEDNESS OF SENIOR OFFICERS UNDER SECURITIES PURCHASE PROGRAMS

<Table>
<Caption>
                                                              LARGEST AMOUNT          AMOUNT
                                                               OUTSTANDING      OUTSTANDING AS AT
NAME AND PRINCIPAL POSITION                                   DURING 2001(1)   MARCH 1, 2002(1)(2)
- ---------------------------                                   --------------   --------------------
<S>                                                           <C>              <C>
J. Marvin M(a)Gee...........................................     $155,391            $155,391
President and Chief Operating Officer

R. Thomas Tropea............................................     $407,396            $407,396
Vice Chair, Global Customer Units and Worldwide Marketing
  and Business Development

Alastair Kelly..............................................     $134,805                 nil
Executive Vice President, Corporate Development

Daniel P. Shea..............................................     $280,998            $280,998
Senior Vice President and Chief Technology Officer

Rahul Suri..................................................     $957,108            $957,108
Senior Vice President, Mergers and Acquisitions

F. Graham Thouret...........................................     $ 97,383                 nil
Vice President and Corporate Treasurer

Peter J. Bar................................................     $ 92,957                 nil
Vice President and Corporate Controller
</Table>

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

(1) All amounts shown are converted into U.S. dollars from Canadian dollars at
    an exchange rate of U.S.$1.00 = C$1.5955 and from British pounds sterling at
    an exchange rate of $1.00 = L0.7047.

(2) All guaranteed amounts incur interest at a rate equal to certain commercial
    banks' prime lending rates. The security for each of the guaranteed amounts
    is the purchased subordinate voting shares.

                                       54
<Page>
    No securities were purchased by any director or officer during 2001 with the
financial assistance of Celestica. No director, officer or employee was indebted
to Celestica other than in connection with securities purchase programs during
the year ended December 31, 2001.

C.  INTERESTS OF EXPERTS AND COUNSEL

    Not applicable.

ITEM 8.  FINANCIAL INFORMATION

A.  CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION

    See Item 18, "Financial Statements."

LITIGATION

    We are not a party to any legal proceedings which, if decided adversely,
could reasonably be expected to have a material adverse effect on the results of
operations, business, prospects or financial condition of Celestica.

DIVIDEND POLICY

    We have not declared or paid any dividends to our shareholders. We will
retain earnings for general corporate purposes to promote future growth; as
such, the board of directors does not anticipate paying any dividends for the
foreseeable future. Celestica's board of directors will review this policy from
time to time, having regard to our financial condition, financing requirements
and other relevant factors. In addition, our Senior Subordinated Notes due 2006
include a covenant restricting our ability to pay dividends, and our credit
facilities contain financial covenants that may indirectly restrict our ability
to pay dividends.

B.  SIGNIFICANT CHANGES

    See Note 21 of the Consolidated Financial Statements in Item 18
for information on significant changes.

ITEM 9.  THE OFFER AND LISTING

A.  OFFER AND LISTING DETAILS

MARKET INFORMATION

    The subordinate voting shares are listed on The New York Stock Exchange (the
"NYSE") and The Toronto Stock Exchange (the "TSE"). The market price range and
trading volume of the subordinate voting shares on the NYSE and the TSE for the
periods indicated are set forth in the following tables, which have been
restated to reflect the effect of the 1999 two-for-one stock split on a
retroactive basis.

THE ANNUAL HIGH AND LOW MARKET PRICES FOR THE FOUR MOST RECENT FISCAL YEARS(1)

<Table>
<Caption>
                                                                            NYSE
                                                              ---------------------------------
                                                                HIGH       LOW        VOLUME
                                                              --------   --------   -----------
                                                                   Price per
                                                                  Subordinate
                                                                 Voting Share
<S>                                                           <C>        <C>        <C>
Year ended December 31, 1998 (from June 30, 1998)...........   $13.75     $ 5.19     22,165,800
Year ended December 31, 1999................................    57.00      12.06    115,803,800
Year ended December 31, 2000................................    87.00      35.50    314,486,100
Year ended December 31, 2001................................    76.40      20.69    602,213,700
</Table>

<Table>
<Caption>
                                                                             TSE
                                                              ---------------------------------
                                                                HIGH       LOW        VOLUME
                                                              --------   --------   -----------
                                                                   Price per
                                                                  Subordinate
                                                                 Voting Share
<S>                                                           <C>        <C>        <C>
Year ended December 31, 1998 (from June 30, 1998)...........  C$ 21.13   C$ 8.00     33,833,130
Year ended December 31, 1999................................     82.75     18.40    142,584,064
Year ended December 31, 2000................................    128.25     51.05    202,303,300
Year ended December 31, 2001................................    114.00     32.42    323,130,318
</Table>

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

(1) The subordinate voting shares began trading on June 30, 1998.

                                       55
<Page>
THE HIGH AND LOW MARKET PRICES FOR EACH FULL FISCAL QUARTER FOR THE TWO MOST
  RECENT FISCAL YEARS

<Table>
<Caption>
                                                                            NYSE
                                                              ---------------------------------
                                                                HIGH       LOW        VOLUME
                                                              --------   --------   -----------
                                                                   Price per
                                                                  Subordinate
                                                                 Voting Share
<S>                                                           <C>        <C>        <C>
Year ended December 31, 2000
  First quarter.............................................   $60.06     $37.56     75,117,400
  Second quarter............................................    54.56      38.00     39,642,500
  Third quarter.............................................    84.00      48.69     80,355,200
  Fourth quarter............................................    84.50      46.50    119,371,000

Year ended December 31, 2001
  First quarter.............................................   $76.40     $25.80    143,622,000
  Second quarter............................................    63.25      24.00    166,006,300
  Third quarter.............................................    50.94      20.69    148,784,400
  Fourth quarter............................................    48.40      25.41    143,801,000
</Table>

<Table>
<Caption>
                                                                             TSE
                                                              ---------------------------------
                                                                HIGH       LOW        VOLUME
                                                              --------   --------   -----------
                                                                   Price per
                                                                  Subordinate
                                                                 Voting Share
<S>                                                           <C>        <C>        <C>
Year ended December 31, 2000
  First quarter.............................................  C$ 87.40   C$54.00     61,429,900
  Second quarter............................................     79.90     57.85     41,617,200
  Third quarter.............................................    123.65     72.60     43,279,500
  Fourth quarter............................................    128.00     70.80     55,976,600

Year ended December 31, 2001
  First quarter.............................................  C$114.00   C$40.75     85,670,137
  Second quarter............................................     97.50     37.55     81,722,757
  Third quarter.............................................     78.10     32.42     65,423,337
  Fourth quarter............................................     76.50     40.12     90,314,087
</Table>

THE HIGH AND LOW MARKET PRICES FOR EACH MONTH FOR THE MOST RECENT SIX MONTHS

<Table>
<Caption>
                                                                            NYSE
                                                              --------------------------------
                                                                HIGH       LOW        VOLUME
                                                              --------   --------   ----------
                                                                   Price per
                                                                  Subordinate
                                                                 Voting Share
<S>                                                           <C>        <C>        <C>
October 2001................................................   $40.50     $25.41    59,375,300
November 2001...............................................    43.25      33.45    40,140,700
December 2001...............................................    48.40      38.57    44,285,000
January 2002................................................    47.08      39.82    44,725,400
February 2002...............................................    42.75      32.64    48,792,000
March 2002..................................................    41.60      32.52    47,626,800
</Table>

                                       56
<Page>

<Table>
<Caption>
                                                                            TSE
                                                              --------------------------------
                                                                HIGH       LOW        VOLUME
                                                              --------   --------   ----------
                                                                   Price per
                                                                  Subordinate
                                                                 Voting Share
<S>                                                           <C>        <C>        <C>
October 2001................................................  C$64.20    C$40.12    38,411,316
November 2001...............................................    68.60      53.12    27,479,085
December 2001...............................................    76.50      60.76    24,423,686
January 2002................................................    75.05      63.60    22,554,639
February 2002...............................................    67.85      52.20    23,792,155
March 2002..................................................    65.50      51.89    28,565,524
</Table>

    The LYONs are listed on the NYSE. The market price range of the LYONs on the
NYSE for the periods indicated are set forth in the following tables.

THE ANNUAL HIGH AND LOW MARKET PRICES FOR THE LYONS FOR THE TWO MOST RECENT
  FISCAL YEARS

<Table>
<Caption>
                                                                     NYSE
                                                              -------------------
                                                                HIGH       LOW
                                                              --------   --------
<S>                                                           <C>        <C>
Year ended December 31, 2000 (from August 1, 2000)(1).......   $55.83     $40.05
Year ended December 31, 2001................................    53.74      34.56
</Table>

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

(1) The LYONs began trading on August 1, 2000.

THE HIGH AND LOW MARKET PRICES FOR THE LYONS FOR EACH FULL FISCAL QUARTER FOR
  THE TWO MOST RECENT FISCAL YEARS

<Table>
<Caption>
                                                                     NYSE
                                                              -------------------
                                                                HIGH       LOW
                                                              --------   --------
<S>                                                           <C>        <C>
Year ended December 31, 2000 (from August 1, 2000)(1)
  Third quarter.............................................   $55.83     $48.75
  Fourth quarter............................................    55.24      40.05

Year ended December 31, 2001
  First quarter.............................................   $53.74     $35.48
  Second quarter............................................    48.82      34.56
  Third quarter.............................................    44.24      35.82
  Fourth quarter............................................    44.72      36.51
</Table>

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

(1) The LYONs began trading on August 1, 2000.

THE HIGH AND LOW MARKET PRICES FOR THE LYONS FOR EACH MONTH FOR THE MOST RECENT
  SIX MONTHS

<Table>
<Caption>
                                                                     NYSE
                                                              -------------------
                                                                HIGH       LOW
                                                              --------   --------
<S>                                                           <C>        <C>
October 2001................................................   $41.41     $36.51
November 2001...............................................    42.60      40.55
December 2001...............................................    44.72      42.22
January 2002................................................    53.74      34.56
February 2002...............................................    44.83      41.73
March 2002..................................................    44.68      41.73
</Table>

B.  PLAN OF DISTRIBUTION

    Not applicable.

                                       57
<Page>
C.  MARKETS

    The subordinate voting shares are listed on the NYSE and the TSE.

    Celestica's 10 1/2% Senior Subordinated Notes due 2006 are eligible for
trading on the Private Offerings, Resales and Trading through Automated Linkages
(PORTAL) market. The Senior Subordinated Notes are not listed on any securities
exchange or quoted through NASDAQ. We have not been able to obtain information
as to the sales prices of the Senior Subordinated Notes.

    Celestica's Liquid Yield Option-TM- Notes (LYONs) due 2020 are listed on the
NYSE. In Canada, the LYONs are offered on a private placement basis through
Merrill Lynch, Pierce, Fenner & Smith Incorporated and its affiliates. Liquid
Yield Option-TM- Notes is a trademark of Merrill Lynch & Co., Inc.

D.  SELLING SHAREHOLDERS

    Not applicable.

E.  DILUTION

    Not applicable.

F.  EXPENSE OF THE ISSUE

    Not applicable.

ITEM 10.  ADDITIONAL INFORMATION

A.  SHARE CAPITAL

    Not applicable.

B.  MEMORANDUM AND ARTICLES OF INCORPORATION

    ANNUAL AND SPECIAL MEETINGS OF SHAREHOLDERS

    The BUSINESS CORPORATIONS ACT (Ontario), or the OBCA, requires Celestica to
call an annual shareholders' meeting not later than 15 months after holding the
last preceding annual meeting and permits Celestica to call a special
shareholders' meeting at any time. In addition, in accordance with the OBCA, the
holders of not less than 5% of Celestica's shares carrying the right to vote at
a meeting sought to be held may requisition our directors to call a special
shareholders' meeting for the purposes stated in the requisition. Celestica is
required to mail a notice of meeting and management information circular to
registered shareholders not less than 21 days and not more than 50 days prior to
the date of any annual or special shareholders' meeting. These materials also
are filed with Canadian securities regulatory authorities and the SEC. Our
by-laws provide that a quorum of two shareholders in person or represented by
proxy holding or representing by proxy not less than 35% of Celestica's issued
shares carrying the right to vote at the meeting is required to transact
business at a shareholders' meeting. Shareholders, and their duly appointed
proxies and corporate representatives, as well as our auditors, are entitled to
be admitted to our annual and special shareholders' meetings.

    ARTICLES OF INCORPORATION

    Celestica's articles of incorporation do not place any restrictions on
Celestica's objects and purposes.

    CERTAIN POWERS OF DIRECTORS

    The OBCA requires that every director who is a party to a material contract
or transaction or a proposed material contract or transaction with a company, or
who is a director or officer of, or has a material interest in, any person who
is a party to a material contract or transaction or a proposed material contract
or transaction with the company, shall disclose in writing to the company or
request to have entered in the minutes of the meetings of directors the nature
and extent of his or her interest, and shall refrain from voting in respect of
the

                                       58
<Page>
material contract or transaction or proposed material contract or transaction
unless the contract or transaction is:

    (a) an arrangement by way of security for money lent to or obligations
       undertaken by the director for the benefit of the corporation or an
       affiliate;

    (b) one relating primarily to his or her remuneration as a director,
       officer, employee or agent of the corporation or an affiliate;

    (c) one for indemnity of or insurance for directors as contemplated under
       the OBCA; or

    (d) one with an affiliate.

    However, a director who is prohibited by the OBCA from voting on a material
contract or proposed material contract may be counted in determining whether a
quorum is present for the purpose of the resolution, if the director disclosed
his or her interest in accordance with the OBCA and the contract or transaction
was reasonable and fair to the corporation at the time it was approved.

    Celestica's by-laws provide that the directors shall from time to time
determine by resolution the remuneration to be paid to the directors, which
shall be in addition to the salary paid to any officer or employee of Celestica
who is also a director. The directors may also by resolution award special
remuneration to any director in undertaking any special services on Celestica's
behalf other than the normal work ordinarily required of a director of
Celestica. The by-laws provide that confirmation of any such resolution by
Celestica's shareholders is not required.

    The by-laws provide that the directors may:

    (a) borrow money upon the credit of Celestica;

    (b) limit or increase the amount to be borrowed;

    (c) issue, reissue, sell or pledge bonds, debentures, notes or other
       securities or debt obligations of Celestica;

    (d) issue, sell or pledge such bonds, debentures, notes or other securities
       or debt obligations for such sums and at such prices as may be deemed
       expedient; and

    (e) mortgage, hypothecate, charge, pledge or otherwise create a security
       interest in all or any currently owned or subsequently acquired real and
       personal, movable and immovable, property of Celestica, and Celestica's
       undertaking and rights to secure any such bonds, debentures, notes or
       other securities or debt obligations, or to secure any of Celestica's
       present or future borrowing, liability or obligation.

    The directors may, by resolution, amend or repeal any by-laws that regulate
the business or affairs of Celestica. The OBCA requires the directors to submit
any such amendment or repeal to Celestica's shareholders at the next meeting of
shareholders, and the shareholders may confirm, reject or amend the amendment or
repeal.

    ELIGIBILITY TO SERVE AS A DIRECTOR

    The by-laws provide that every director shall be an individual 18 or more
years of age and that no one who is of unsound mind and has been so found by a
court in Canada or elsewhere or who has the status of a bankrupt shall be a
director. There is no provision of the articles of incorporation or by-laws
imposing a requirement for retirement or non-retirement of directors under an
age limit requirement. The OBCA requires that a majority of the directors of
Celestica be resident Canadians.

    The OBCA provides that unless the articles of a corporation otherwise
provide, a director of a corporation is not required to hold shares issued by
the corporation. There is no provision in the articles of incorporation imposing
a requirement that a director hold any shares issued by Celestica.

                                       59
<Page>
AUTHORIZED CAPITAL OF CELESTICA

    Celestica's 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.

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 Celestica, 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 Celestica, 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 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.

                                       60
<Page>
    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 Celestica, whether voluntary or involuntary, or any
other distribution of the assets of Celestica for the purposes of winding up our
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 are
redeemable, nor do the holders of such shares have pre-emptive rights to
purchase additional shares.

    All of the outstanding subordinate voting shares and all of the outstanding
multiple voting shares will be fully paid and non-assessable.

PREFERENCE SHARES

    The articles of Celestica 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 Celestica, whether voluntary or involuntary, or any other distribution of the
assets of Celestica for the purposes of winding up our 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.

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<Page>
    Additional information concerning the rights and limitations of shareholders
found in Celestica's articles of incorporation is hereby incorporated by
reference to our registration statement on Form F-4 (Reg. No. 333-9636).

C.  MATERIAL CONTRACTS

    The following table summarizes each material contract, other than contracts
entered into in the ordinary course of business, to which Celestica or any
member of Celestica's group is a party, for the two years immediately preceding
the publication of this Annual Report:

<Table>
<Caption>
                                                                                                           APPROXIMATE
DATE                                 PARTIES                   TYPE              TERMS AND CONDITIONS     CONSIDERATION
- --------------------------  --------------------------  -------------------   --------------------------  -------------
<S>                         <C>                         <C>                   <C>                         <C>
February 9, 2000, amended   Celestica, Celestica        Quota (Share)         Celestica and Celestica     $335 million
February 28, 2000 and       Europe Inc., IBM            Purchase Agreement    Europe Inc. acquired all
May 31, 2000                Italia S.p.A. and IBM                             the voting stock of WCE
                            Semea Servizi                                     Italia S.R.L.
                            Finanziari S.p.A.

June 22, 2000               Celestica and NEC do        Acquisition           Celestica acquired all the  $123 million
                            Brasil S.A.                 Agreement             shares of NDB
                                                                              Industrial Ltda.

December 5, 2000            Celestica Corporation,      Asset Purchase        Celestica Corporation and    $70 million
                            Celestica Ireland Limited,  Agreement             Celestica Ireland Limited
                            Motorola, Inc. and                                acquired certain assets
                            Motorola B.V.                                     from Motorola, Inc. and
                                                                              Motorola B.V. in Dublin,
                                                                              Ireland and Mt. Pleasant,
                                                                              Iowa

February 19, 2001, amended  Celestica Corporation and   Asset Purchase        Celestica Corporation       $200 million
May 4, 2001                 Avaya, Inc.                 Agreement             acquired certain assets
                                                                              from Avaya in Denver,
                                                                              Colorado and Little Rock,
                                                                              Arkansas

May 31, 2001                Celestica and Primetech     Arrangement           Celestica acquired all of   $179 million
                            Electronics Inc.            Agreement             the shares of Primetech
                                                                              Electronics Inc.

June 15, 2001               Omni Industries Limited     Merger Agreement      Celestica acquired all of   $865 million
                                                                              the shares of Omni
                                                                              Industries Limited

July 24, 2001               Celestica Corporation and   Asset Purchase        Celestica Corporation        $570 million
                            Lucent Technologies Inc.    Agreements            acquired certain assets
                                                                              from Lucent in Columbus,
                                                                              Ohio and Oklahoma City,
                                                                              Oklahoma
</Table>

D.  EXCHANGE CONTROLS

    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 Celestica's securities, except as
described under Item 10(E), "-- Taxation," below.

E.  TAXATION

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

                                       62
<Page>
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 a financial institution (as defined in the Canadian
Tax Act), or 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 March 1, 2002, and Celestica'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 Celestica. Moreover,
under the Tax Treaty, dividends paid to certain religious, scientific, literary,
educational or charitable organizations and 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, Celestica 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 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 Celestica. 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" (as defined in the Canadian
Tax Act) 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.

                                       63
<Page>
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 or partnership or limited liability company 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 United States 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, hold or dispose of 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 March 1, 2002, 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. For U.S. federal income tax
purposes, income earned through a foreign or domestic partnership or similar
entity is generally attributed to its owners. 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 Celestica pays 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 the Company's 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 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

                                       64
<Page>
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 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 or she 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's adjusted tax basis in the subordinate
voting shares will generally be the initial cost, but may be adjusted for
various reasons including the receipt by such United States Holder of a
distribution that was not made up wholly of earning and profits as described
above under the heading "Taxation of Dividends Paid on Subordinate Voting
Shares." 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
non-corporate taxpayers. Special rules (and generally lower maximum rates) apply
to non-corporate taxpayers in lower tax brackets. Further preferential tax
treatment may be available for non-corporate taxpayers 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 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

                                       65
<Page>
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 Celestica 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 Celestica 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 2002. 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
2002, will be as projected or that a determination as to non-PFIC status would
not be challenged by the Internal Revenue Service. Moreover, 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,

                                       66
<Page>
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 an income treaty with the United
      States, such item is attributable to a permanent establishment 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 generally are subject to information reporting
requirements and back-up withholding at a current rate of 30% (which rate will
be reduced over the next four years in accordance with recently enacted tax
legislation) with respect to dividends paid in the United States and on 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.

F.  DIVIDENDS AND PAYING AGENTS

    Not applicable.

G.  STATEMENT BY EXPERTS

    Not applicable.

H. DOCUMENTS ON DISPLAY

    Any statement in this Annual Report about any of our contracts or other
documents is not necessarily complete. If the contract or document is filed as
an exhibit to this Annual Report, the contract or document is deemed to modify
our description. You must review the exhibits themselves for a complete
description of the contract or document.

    You may review a copy of our filings with the SEC, including exhibits and
schedules filed with this Annual Report, at the SEC's public reference
facilities in Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549. You may also obtain copies of such materials from the
Public Reference Section of the SEC, Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. You may call the SEC
at 1-800-SEC-0330 for further information on the public reference rooms. The SEC
maintains a

                                       67
<Page>
Web site (http://www.sec.gov) that contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the SEC. We began to file electronically with the SEC in November 2000.

    You may read and copy any reports, statements or other information that we
file with the SEC at the addresses indicated above and you may also access some
of them electronically at the Web site set forth above. These SEC filings are
also available to the public from commercial document retrieval services.

    We also file reports, statements and other information with the Canadian
Securities Administrators, or the CSAs, and these can be accessed electronically
at the CSAs' System for Electronic Document Analysis and Retrieval web-site at
http://www.sedar.com.

I.  SUBSIDIARY INFORMATION

    Not applicable.

ITEM 11.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

EXCHANGE RATE RISK

    Celestica has entered into foreign currency contracts to hedge foreign
currency risk. These financial instruments include, to varying degrees, elements
of market risk in excess of amounts recognized in the balance sheets. As at
December 31, 2001, Celestica had outstanding foreign exchange contracts to sell
U.S. $379.5 million in exchange for Canadian dollars over a period of 17 months
at a weighted average exchange rate of U.S.$0.65, U.S. $56.6 million in exchange
for British pounds sterling over a 15-month period at a weighted average
exchange rate of U.S. $1.40, U.S. $46.3 million in exchange for Mexican pesos
over a period of 12 months at a weighted average rate of exchange of
U.S. $0.10, U.S. $191.8 million in exchange for Euros over a 15-month period at
a weighted average exchange rate of U.S. $0.88, U.S. $24.2 million in exchange
for Thai baht over a 12-month period at a weighted average exchange rate of
U.S. $0.02 and U.S. $6.4 million in exchange for Czech koruna over a 12-month
period at a weighted average exchange rate of U.S. $0.03. The table below
provides information about Celestica's foreign currency contracts. The table
presents the notional amounts and weighted average exchange rates by expected
(contractual) maturity dates. These notional amounts generally are used to
calculate the contractual payments to be exchanged under the contracts. At
December 31, 2001, these contracts had a fair value liability of
U.S. $7.4 million.

<Table>
<Caption>
                                                                           DECEMBER 31, 2001
                                                       ----------------------------------------------------------
                                                                         EXPECTED MATURITY DATE
                                                       ----------------------------------------------------------
                                                                                                      FAIR VALUE
                                                         2002       2003     THEREAFTER    TOTAL     GAIN (LOSS)
                                                       --------   --------   ----------   --------   ------------
<S>                                                    <C>        <C>        <C>          <C>        <C>
FORWARD EXCHANGE AGREEMENTS
  Receive C$/Pay U.S.$
    Contract amount..................................   $346.0     $33.5       $--         $379.5       $(10.9)
    Average exchange rate............................   $ 0.65     $0.63                   $ 0.65
  Receive L/Pay U.S.$
    Contract amount..................................   $ 52.5     $ 4.1        --         $ 56.6       $  1.4
    Average exchange rate............................   $ 1.40     $1.37                   $ 1.40
  Receive Mexican Pesos/Pay U.S. $ Contract amount...   $ 46.3      --          --         $ 46.3       $  2.2
    Average exchange rate............................   $ 0.10                             $ 0.10
  Receive Euro/Pay U.S.$
    Contract amount..................................   $178.6     $13.2        --         $191.8       $ (0.6)
    Average exchange rate............................   $ 0.88     $0.88                   $ 0.88
  Receive Baht/Pay U.S.$ Contract amount.............   $ 24.2      --          --         $ 24.2       $  0.2
    Average exchange rate............................   $ 0.02                             $ 0.02
  Receive Koruna/Pay U.S.$ Contract amount...........   $  6.4      --          --         $  6.4       $  0.3
    Average exchange rate............................   $ 0.03                             $ 0.03
                                                        ------     -----       ------      ------       ------
      Total..........................................   $654.0     $50.8       $--         $704.8       $ (7.4)
                                                        ======     =====       ======      ======       ======
</Table>

                                       68
<Page>
INTEREST RATE RISK

    Celestica's existing debt is predominantly at fixed rates. The table below
provides information about Celestica's financial instruments that are sensitive
to changes in interest rates.

<Table>
<Caption>
                                                                         EXPECTED MATURITY DATE
                                        -----------------------------------------------------------------------------------------
                                          2002       2003       2004       2005       2006     THEREAFTER    TOTAL     FAIR VALUE
                                        --------   --------   --------   --------   --------   ----------   --------   ----------
                                                                           (U.S.$ in millions)
<S>                                     <C>        <C>        <C>        <C>        <C>        <C>          <C>        <C>
Long-term debt
Subordinate debt......................   $    0     $    0     $    0     $    0     $130.0      $    0      $130.0      $136.5
  Fixed rate..........................     10.5%      10.5%      10.5%      10.5%      10.5%
All other obligations (including
  capital leases).....................     10.0        4.5        1.3        0.7        0.6         0.3        17.4        17.4
                                         ------     ------     ------     ------     ------      ------      ------      ------
    Total.............................   $ 10.0     $  4.5     $  1.3     $  0.7     $130.6      $  0.3      $147.4      $153.9
                                         ======     ======     ======     ======     ======      ======      ======      ======
</Table>

CONVERTIBLE DEBT (LYONS)

    We have issued convertible debt with a principal amount at maturity of
$1.8 billion, payable August 1, 2020. At March 1, 2002, we were not exposed to
interest rate risk on this debt because (i) the issue price represents a fixed
yield to maturity, (ii) the principal payable at maturity is fixed and
(iii) the conversion ratio into subordinate voting shares of Celestica is fixed.

ITEM 12.  DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

    Not applicable.

                                       69
<Page>
                                    PART II

ITEM 13.  DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

    None.

ITEM 14.  MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
  PROCEEDS

    None.

ITEM 15.  [RESERVED]

ITEM 16.  [RESERVED]

                                       70
<Page>
                                    PART III

ITEM 17.  FINANCIAL STATEMENTS

    Not applicable.

ITEM 18.  FINANCIAL STATEMENTS

    The following financial statements have been filed as part of this Annual
Report:

<Table>
<Caption>
                                                                        PAGE
                                                                      --------
        <S>                                                           <C>
        Auditors' Report............................................    F-2
        Consolidated Balance Sheets as at December 31, 2000 and
          2001......................................................    F-4
        Consolidated Statements of Earnings (Loss) for the years
          ended December 31, 1999, 2000 and 2001....................    F-5
        Consolidated Statements of Shareholders' Equity for the
          years ended December 31, 1999, 2000 and 2001..............    F-6
        Consolidated Statements of Cash Flows for the years ended
          December 31, 1999, 2000 and 2001..........................    F-7
        Notes to the Consolidated Financial Statements..............    F-8
</Table>

ITEM 19.  EXHIBITS

    The following exhibits have been filed as part of this Annual Report:

<Table>
<Caption>
      EXHIBIT
      NUMBER                      DESCRIPTION
      -------                     -----------
      <S>                         <C>
      1.                          Articles of Incorporation and by-laws as currently in
                                  effect:

      1.1                         Certificate and Articles of Incorporation(1)

      1.2                         Certificate and Articles of Amendment effective October 22,
                                  1996(1)

      1.3                         Certificate and Articles of Amendment effective January 24,
                                  1997(1)

      1.4                         Certificate and Articles of Amendment effective October 8,
                                  1997(1)

      1.5                         Certificate and Articles of Amendment effective April 29,
                                  1998(2)

      1.6                         Articles of Amendment effective June 26, 1998(3)

      1.7                         Restated Articles of Incorporation effective June 26,
                                  1998(3)

      1.8                         Bylaw No. 1(4)

      1.9                         Bylaw No. 2(1)

      2.                          Instruments defining rights of holders of equity or debt
                                  securities:

      2.1                         See Certificate and Articles of Incorporation and amendments
                                  thereto identified above.

      2.2                         Form of Subordinate Voting Share Certificate(5)

      2.3                         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)(6)

      2.4                         Guarantee Agreement, dated as of November 18, 1996, between
                                  Celestica, Inc. and The Chase Manhattan Bank, as Trustee(6)

      2.5                         Guarantee Agreement, dated as of November 18, 1996, between
                                  Celestica Corporation and The Chase Manhattan Bank, as
                                  Trustee(6)
</Table>

                                       71
<Page>

<Table>
<Caption>
      EXHIBIT
      NUMBER                      DESCRIPTION
      -------                     -----------
      <S>                         <C>
      2.6                         Supplemental Indenture, dated as of July 7, 1998, among
                                  Celestica International Inc., Celestica Inc. and The Chase
                                  Manhattan Bank, as Trustee(3)

      2.7                         Supplemental Indenture, dated as of May 26, 2000, between
                                  Celestica Inc. and The Chase Manhattan Bank, as Trustee(7)

      2.8                         Indenture, dated as of August 1, 2000, between
                                  Celestica Inc. and The Chase Manhattan Bank, as Trustee
                                  (including a form of the Outstanding Notes)(8)

      2.10                        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(9)

      2.11                        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(9)

      2.12                        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(9)

      3.                          Certain Contracts:

      3.1                         Management Services Agreement, dated as of July 7, 1998,
                                  among Celestica Inc., Celestica North America Inc. and Onex
                                  Corporation(5)

      3.2                         Quota (Share) Purchase Agreement, dated February 9, 2000,
                                  between Celestica Inc., Celestica Europe Inc., IBM
                                  Italia S.p.A. and IBM Semea Servizi Finanziari S.p.A.(4)*

      3.3                         Quota Purchase Agreement, dated June 22, 2000, between NEC
                                  do Brasil S.A. and Celestica Inc.(4)*

      3.4                         Amended and Restated Asset Purchase Agreement, dated as of
                                  December 5, 2000, between Celestica Corporation, Celestica
                                  Ireland Limited, Motorola, Inc. and Motorola B.V.(4)*

      3.5                         Asset Purchase Agreement, dated as of February 19, 2001, by
                                  and between Avaya Inc. and Celestica Corporation(4)*

      3.6                         Amendment No. 1 to the Asset Purchase Agreement, dated as of
                                  May 4, 2001, by and between Avaya Inc. and Celestica
                                  Corporation(4)

      3.7                         Arrangement Agreement, dated as of May 31, 2001, between
                                  Celestica Inc. and Primetech Electronics Inc.

      3.8                         Merger Agreement, dated as of June 15, 2001, between Omni
                                  Industries Limited and Celestica Inc.

      3.9                         Asset Purchase Agreement, dated as of July 24, 2001, between
                                  Lucent Technologies Inc. and Celestica Corporation**

      3.10                        Asset Purchase Agreement, dated as of July 24, 2001, between
                                  Lucent Technologies Inc. and Celestica Corporation**
</Table>

                                       72
<Page>

<Table>
<Caption>
      EXHIBIT
      NUMBER                      DESCRIPTION
      -------                     -----------
      <S>                         <C>
      3.11                        Employment Agreement, dated as of October 22, 1996, by and
                                  between Celestica, Inc. and Eugene V. Polistuk(1)

      3.12                        Employment Agreement, dated as of October 22, 1996, by and
                                  between Celestica, Inc. and Anthony P. Puppi(1)

      3.13                        Employment Agreement, dated as of October 22, 1996, by and
                                  between Celestica, Inc. and Daniel P. Shea(1)

      3.14                        Employment Agreement, dated as of October 22, 1996, by and
                                  between Celestica, Inc. and Douglas C. McDougall(1)

      3.15                        Employment Agreement, dated as of June 30, 1998, by and
                                  between Celestica Inc. and R. Thomas Tropea(10)

      3.16                        Celestica, Inc. -- Celestica Retirement Plan (Canada)(2)

      3.17                        D2D Employee Share Purchase and Option Plan (1997)(2)

      3.18                        Celestica 1997 U.K. Approved Share Option Scheme(1)

      3.19                        1998 U.S. Executive Share Purchase and Option Plan(11)

      8.1                         Subsidiaries of Registrant
</Table>

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

*   Request for confidential treatment granted. Confidential portions of this
    document have been redacted and filed separately with the Securities and
    Exchange Commission.

**  Confidential treatment requested. Confidential portions of the document have
    been redacted and filed separately with the Securities and Exchange
    Commission.

(1) Incorporated by reference to the Registration Statement on Form F-1 of
    Celestica Inc. filed on April 29, 1998 (Registration No. 333-8700).

(2) Incorporated by reference to Amendment No. 1 to the Registration Statement
    on Form F-1 of Celestica Inc. filed on June 1, 1998 (Registration
    No. 333-8700).

(3) Incorporated by reference to the Registration Statement on Form F-1 of
    Celestica Inc. filed on February 16, 1999 (Registration No. 333-10030).

(4) Incorporated by reference to the Annual Report on Form 20-F of
    Celestica Inc. filed on May 22, 2001.

(5) 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).

(6) 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).

(7) Incorporated by reference to the Registration Statement on Form F-3 of
    Celestica Inc. filed on July 11, 2000 (Registration No. 333-12272).

(8) Incorporated by reference to the Current Report on Form 6-K of
    Celestica Inc. for the month of August, 2000.

(9) Incorporated by reference to the Registration Statement on Form F-3 of
    Celestica Inc. filed on September 10, 2001 (Registration No. 333-69278).

(10) Incorporated by reference to the Annual Report on Form 20-F of
    Celestica Inc. filed on May 18, 2000.

(11) Incorporated by reference to the Registration Statement on Form S-8 of
    Celestica Inc. filed on October 8, 1998 (Registration No. 333-9500).

                                       73
<Page>
                                   SIGNATURES

    The registrant hereby certifies that it meets all of the requirements for
filing on Form 20-F and that it has duly caused and authorized the undersigned
to sign this annual report on its behalf.

<Table>
<S>                                                    <C>  <C>
                                                       CELESTICA INC.

                                                       By:            /s/ ELIZABETH L. DELBIANCO
                                                            ----------------------------------------------
                                                                        Elizabeth L. DelBianco
                                                             VICE-PRESIDENT, GENERAL COUNSEL AND SECRETARY
</Table>

Date:   -  , 2002

                                      S-1
<Page>
                      Consolidated Financial Statements of
                                 CELESTICA INC.
                  Years ended December 31, 1999, 2000 and 2001
                         (in millions of U.S. dollars)

                                      F-1
<Page>
                                AUDITORS' REPORT

To the Board of Directors of
CELESTICA INC.

    We have audited the consolidated balance sheets of Celestica Inc. as at
December 31, 2000 and 2001 and the consolidated statements of earnings (loss),
shareholders' equity and cash flows for each of the years in the three year
period ended December 31, 2001. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

    With respect to the consolidated financial statements for each of the years
in the two year period ended December 31, 2001, we conducted our audits in
accordance with Canadian generally accepted auditing standards and United States
generally accepted auditing standards. With respect to the consolidated
financial statements for the year ended December 31, 1999, we conducted our
audit in accordance with Canadian generally accepted auditing standards. Those
standards require that we plan and perform an audit to obtain reasonable
assurance whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.

    In our opinion, these consolidated financial statements present fairly, in
all material respects, the financial position of the Company as at December 31,
2000 and 2001 and the results of its operations and its cash flows for each of
the years in the three year period ended December 31, 2001 in accordance with
Canadian generally accepted accounting principles.

Toronto, Canada                                                     /s/ KPMG LLP
JANUARY 21, 2002                                           CHARTERED ACCOUNTANTS

                                      F-2
<Page>
   COMMENTS BY AUDITORS FOR U.S. READERS ON CANADA-U.S. REPORTING DIFFERENCE

    In the United States, reporting standards for auditors require the addition
of an explanatory paragraph (following the opinion paragraph) when there is a
change in accounting principles that have a material effect on the comparability
of the Company's financial statements, such as the change described in
note 2(n) to the financial statements relating to the adoption by the Company of
CICA Handbook Section 1581 -- Business Combinations and CICA Handbook
Section 3062 -- Goodwill and Other Intangible Assets, as required for goodwill
and intangible assets resulting from business combinations consummated after
June 30, 2001. Our report to the shareholders dated January 21, 2002 is
expressed in accordance with Canadian reporting standards which do not require a
reference to such a change in accounting principles in the auditors' report when
the change is properly accounted for and adequately disclosed in the financial
statements.

Toronto, Canada                                                     /s/ KPMG LLP
JANUARY 21, 2002                                           CHARTERED ACCOUNTANTS

                                      F-3
<Page>
                                 CELESTICA INC.

                          CONSOLIDATED BALANCE SHEETS

                         (IN MILLIONS OF U.S. DOLLARS)

<Table>
<Caption>
                                                               AS AT DECEMBER 31
                                                              -------------------
                                                                2000       2001
                                                              --------   --------
<S>                                                           <C>        <C>
ASSETS
Current assets:
  Cash and short-term investments...........................  $  883.8   $1,342.8
  Accounts receivable (note 4)..............................   1,785.7    1,054.1
  Inventories (note 5)......................................   1,664.3    1,372.7
  Prepaid and other assets..................................     138.8      177.3
  Deferred income taxes.....................................      48.4       49.7
                                                              --------   --------
                                                               4,521.0    3,996.6
Capital assets (note 6).....................................     633.4      915.1
Intangible assets (note 7)..................................     578.3    1,556.0
Other assets (note 8).......................................     205.3      165.2
                                                              --------   --------
                                                              $5,938.0   $6,632.9
                                                              ========   ========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Accounts payable..........................................  $1,730.4   $1,198.3
  Accrued liabilities.......................................     466.3      405.7
  Income taxes payable......................................      52.6       21.0
  Deferred income taxes.....................................       7.7       21.8
  Current portion of long-term debt (note 9)................       1.4       10.0
                                                              --------   --------
                                                               2,258.4    1,656.8
Long-term debt (note 9).....................................     130.6      137.4
Accrued post-retirement benefits (note 16)..................      38.1       47.3
Deferred income taxes.......................................      38.6       41.5
Other long-term liabilities.................................       3.0        4.3
                                                              --------   --------
                                                               2,468.7    1,887.3
Shareholders' equity........................................   3,469.3    4,745.6
                                                              --------   --------
                                                              $5,938.0   $6,632.9
                                                              ========   ========
</Table>

Commitments and contingencies (note 18)
Subsequent event (note 21)
Canadian and United States accounting policy differences (note 22)

          SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                      F-4
<Page>
                                 CELESTICA INC.

                   CONSOLIDATED STATEMENTS OF EARNINGS (LOSS)

            (IN MILLIONS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)

<Table>
<Caption>
                                                                  YEAR ENDED DECEMBER 31
                                                              -------------------------------
                                                                1999       2000       2001
                                                              --------   --------   ---------
<S>                                                           <C>        <C>        <C>
Revenue.....................................................  $5,297.2   $9,752.1   $10,004.4
Cost of sales...............................................   4,914.7    9,064.1     9,291.9
                                                              --------   --------   ---------
Gross profit................................................     382.5      688.0       712.5
Selling, general and administrative expenses................     202.2      326.1       341.4
Amortization of intangible assets (note 7)..................      55.6       88.9       125.0
Integration costs related to acquisitions (note 3)..........       9.6       16.1        22.8
Other charges (note 13).....................................     --         --          273.1
                                                              --------   --------   ---------
                                                                 267.4      431.1       762.3
                                                              --------   --------   ---------
Operating income (loss).....................................     115.1      256.9       (49.8)
Interest on long-term debt..................................      17.3       17.8        19.8
Interest income, net........................................      (6.6)     (36.8)      (27.7)
                                                              --------   --------   ---------
Earnings (loss) before income taxes.........................     104.4      275.9       (41.9)
                                                              --------   --------   ---------
Income taxes (note 14):
  Current...................................................      30.7       80.1        25.8
  Deferred (recovery).......................................       5.3      (10.9)      (27.9)
                                                              --------   --------   ---------
                                                                  36.0       69.2        (2.1)
                                                              --------   --------   ---------
Net earnings (loss).........................................  $   68.4   $  206.7   $   (39.8)
                                                              ========   ========   =========
Basic earnings (loss) per share (note 12)...................  $   0.41   $   1.01   $   (0.26)
Diluted earnings (loss) per share (notes 2, 12).............  $   0.40   $   0.98   $   (0.26)
Weighted average number of shares outstanding (note 12)
  Basic (in millions).......................................     167.2      199.8       213.9
  Diluted (in millions) (note 2)............................     171.2      211.8       213.9
Net earnings (loss) in accordance with U.S. GAAP
  (note 22).................................................  $   66.5   $  197.4   $   (51.3)
Basic earnings (loss) per share, in accordance with
  U.S. GAAP (note 22).......................................  $   0.40   $   0.99   $   (0.24)
Diluted earnings (loss) per share, in accordance with
  U.S. GAAP (note 22).......................................  $   0.39   $   0.96   $   (0.24)
</Table>

          SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                      F-5
<Page>
                                 CELESTICA INC.

                CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

                         (IN MILLIONS OF U.S. DOLLARS)

<Table>
<Caption>
                                                                                         FOREIGN
                                             CONVERTIBLE                   RETAINED     CURRENCY         TOTAL
                                                DEBT       CAPITAL STOCK   EARNINGS    TRANSLATION   SHAREHOLDERS'
                                              (NOTE 10)      (NOTE 11)     (DEFICIT)   ADJUSTMENT       EQUITY
                                             -----------   -------------   ---------   -----------   -------------
<S>                                          <C>           <C>             <C>         <C>           <C>
Balance -- December 31, 1998...............     $--          $  912.1       $(52.2)       $(0.6)       $  859.3
Shares issued, net.........................     --              734.0        --           --              734.0
Currency translation.......................     --             --            --            (3.5)           (3.5)
Net earnings for the year..................     --             --             68.4        --               68.4
                                                ------       --------       ------        -----        --------
Balance -- December 31, 1999...............     --            1,646.1         16.2         (4.1)        1,658.2
Convertible debt issued, net...............      850.4         --            --           --              850.4
Convertible debt accretion, net of tax.....       10.1         --             (5.4)       --                4.7
Shares issued, net.........................     --              749.3        --           --              749.3
Net earnings for the year..................     --             --            206.7        --              206.7
                                                ------       --------       ------        -----        --------
Balance -- December 31, 2000...............      860.5        2,395.4        217.5         (4.1)        3,469.3
Convertible debt accretion, net of tax.....       26.3         --            (15.0)       --               11.3
Shares issued, net.........................     --            1,303.6        --           --            1,303.6
Currency translation.......................     --             --            --             1.2             1.2
Net loss for the year......................     --             --            (39.8)       --              (39.8)
                                                ------       --------       ------        -----        --------
Balance -- December 31, 2001...............     $886.8       $3,699.0       $162.7        $(2.9)       $4,745.6
                                                ======       ========       ======        =====        ========
</Table>

          SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                      F-6
<Page>
                                 CELESTICA INC.

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                         (IN MILLIONS OF U.S. DOLLARS)

<Table>
<Caption>
                                                                  YEAR ENDED DECEMBER 31
                                                              -------------------------------
                                                                1999       2000       2001
                                                              --------   --------   ---------
<S>                                                           <C>        <C>        <C>
CASH PROVIDED BY (USED IN):
OPERATIONS:
Net earnings (loss).........................................  $  68.4    $  206.7   $   (39.8)
Items not affecting cash:
  Depreciation and amortization.............................    126.5       212.5       319.5
  Deferred income taxes.....................................      5.3       (10.9)      (27.9)
  Other charges (note 13)...................................    --          --          134.7
  Other.....................................................     (2.9)       (4.4)        1.7
                                                              -------    --------   ---------
Cash from earnings..........................................    197.3       403.9       388.2
                                                              -------    --------   ---------
Changes in non-cash working capital items:
  Accounts receivable.......................................   (227.7)     (995.3)      887.2
  Inventories...............................................   (265.0)     (656.7)      822.5
  Other assets..............................................      1.7       (94.7)       45.7
  Accounts payable and accrued liabilities..................    194.6     1,230.4      (854.0)
  Income taxes payable......................................      4.7        27.3         0.9
                                                              -------    --------   ---------
  Non-cash working capital changes..........................   (291.7)     (489.0)      902.3
                                                              -------    --------   ---------
  Cash provided by (used in) operations.....................    (94.4)      (85.1)    1,290.5
                                                              -------    --------   ---------
INVESTING:
  Acquisitions, net of cash acquired........................    (64.8)     (634.7)   (1,299.7)
  Purchase of capital assets................................   (211.8)     (282.8)     (199.3)
  Other.....................................................     (0.6)      (59.5)        1.4
                                                              -------    --------   ---------
Cash used in investing activities...........................   (277.2)     (977.0)   (1,497.6)
                                                              -------    --------   ---------
FINANCING:
  Bank indebtedness.........................................    --           (8.6)       (2.8)
  Repayments of long-term debt..............................    (10.0)       (2.2)      (56.0)
  Deferred financing costs..................................     (1.5)       (0.1)       (3.9)
  Issuance of convertible debt..............................    --          862.9      --
  Convertible debt issue costs, pre-tax.....................    --          (19.4)     --
  Issuance of share capital.................................    758.2       766.6       737.7
  Share issue costs, pre-tax................................    (34.3)      (26.8)      (10.0)
  Other.....................................................     (1.0)        2.0         1.1
                                                              -------    --------   ---------
Cash provided by financing activities.......................    711.4     1,574.4       666.1
                                                              -------    --------   ---------
Increase in cash............................................    339.8       512.3       459.0
Cash, beginning of year.....................................     31.7       371.5       883.8
                                                              -------    --------   ---------
Cash, end of year...........................................  $ 371.5    $  883.8   $ 1,342.8
                                                              =======    ========   =========
Supplemental information
Paid during the year:
  Interest..................................................  $  17.2    $   15.9   $    20.7
  Taxes.....................................................  $  26.1    $   55.0   $    89.0
Non-cash financing activities:
  Convertible debt accretion, net of tax (note 10)..........  $ --       $    5.4   $    15.0
  Shares issued for acquisitions............................  $ --       $  --      $   567.0
</Table>

Cash is comprised of cash and short-term investments.

          SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                      F-7
<Page>
                                 CELESTICA INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

            (IN MILLIONS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)

1.  NATURE OF BUSINESS:

    The primary operations of the Company include providing a full range of
    electronics manufacturing services including design, prototyping, assembly,
    testing, product assurance, supply chain management, worldwide distribution
    and after-sales service to its customers primarily in the computer and
    communications industries. The Company has operations in the Americas,
    Europe and Asia.

    The Company's accounting policies are in accordance with accounting
    principles generally accepted in Canada and, except as outlined in note 22,
    are, in all material respects, in accordance with accounting principles
    generally accepted in the United States.

2.  SIGNIFICANT ACCOUNTING POLICIES:

    (A) PRINCIPLES OF CONSOLIDATION:

       These consolidated financial statements include the accounts of the
       Company and its subsidiaries. The results of subsidiaries acquired during
       the year are consolidated from their respective dates of acquisition. The
       Company's business combinations are accounted for using the purchase
       method. Inter-company transactions and balances are eliminated on
       consolidation.

    (B) REVENUE:

       Revenue is comprised of product sales and service revenue earned from
       engineering, design and repair services. Revenue from product sales is
       recognized upon shipment of the goods. Service revenue is recognized as
       services are performed.

    (C) CASH AND SHORT-TERM INVESTMENTS:

       Cash and short-term investments include cash on account, demand deposits
       and short-term investments with original maturities of less than three
       months.

    (D) INVENTORIES:

       Inventories are valued on a first-in, first-out basis at the lower of
       cost and replacement cost for production parts and at the lower of cost
       and net realizable value for work in progress and finished goods. Cost
       includes materials and an application of relevant manufacturing
       value-add.

    (E) CAPITAL ASSETS:

       Capital assets are carried at cost and amortized over their estimated
       useful lives on a straight-line basis. Estimated useful lives for the
       principal asset categories are as follows:

<Table>
        <S>                                                      <C>
        Buildings..............................................  25 years
        Buildings/leasehold improvements.......................  Up to 25 years or term of lease
        Office equipment.......................................  5 years
        Machinery and equipment................................  5 years
        Software...............................................  1 to 5 years
</Table>

    (F) INTANGIBLE ASSETS:

       Intangible assets are comprised of goodwill, intellectual property
       including process technology, and other intangible assets. Goodwill
       acquired in business combinations with acquisition dates prior to
       July 1, 2001 and other intangible assets are amortized on a straight-line
       basis over 10 years and intellectual property over 5 years. Goodwill
       acquired in business combinations subsequent to June 30, 2001 has not
       been amortized, but will be tested for impairment annually. See
       note 2(n).

    (G) IMPAIRMENT OF LONG-LIVED ASSETS:

       The Company reviews long-lived assets for impairment on a regular basis
       or whenever events or changes in circumstances indicate that the carrying
       amount of an asset may not be recoverable. Recoverability of capital
       assets is assessed by comparison of the carrying amount to the projected
       future net cash flows the long-lived assets are expected to generate.

       The Company assesses the recoverability of enterprise level goodwill by
       determining whether the unamortized goodwill balance can be recovered
       through undiscounted projected future net cash flows of the acquired
       operation. An impairment in the value of intellectual property and other
       intangible assets is assessed based on projected future net cash flows.
       See note 2(n).

                                      F-8
<Page>
                                 CELESTICA INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

            (IN MILLIONS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)

    (H) PENSION AND NON-PENSION, POST-RETIREMENT BENEFITS:

       The Company accrues its obligations under employee benefit plans and the
       related costs, net of plan assets. The cost of pensions and other
       retirement benefits earned by employees is actuarially determined using
       the projected benefit method pro-rated on service and management's best
       estimate of expected plan investment performance, salary escalation,
       retirement ages of employees and expected health care costs. For the
       purpose of calculating the expected return on plan assets, those assets
       are valued at fair value. Past service costs arising from plan amendments
       are amortized on a straight-line basis over the average remaining service
       period of employees active at the date of amendment. The net actuarial
       gain (loss) is amortized over the average remaining service period of
       active employees. The average remaining service period of active
       employees covered by the pension plans is 14 years for 2000 and 2001. The
       average remaining service period of active employees covered by the other
       retirement benefit plans is 21 years for 2000 and 2001.

    (I) DEFERRED FINANCING COSTS:

       Costs relating to long-term debt are deferred in other assets and
       amortized over the term of the related debt and debt facilities.

    (J) INCOME TAXES:

       The Company uses the asset and liability method of accounting for income
       taxes. Deferred tax assets and liabilities are recognized for future tax
       consequences attributable to differences between the financial statement
       carrying amounts of existing assets and liabilities and their respective
       tax bases. When necessary, a valuation allowance is recorded to reduce
       tax assets to an amount for which realization is more likely than not.
       The effect of changes in tax rates is recognized in the period in which
       the rate change occurs.

    (K) FOREIGN CURRENCY TRANSLATION AND HEDGING:

       The functional currency of the majority of the Company's subsidiaries is
       the United States dollar. For such subsidiaries, monetary assets and
       liabilities denominated in foreign currencies are translated into
       U.S. dollars at the year-end rate of exchange. Non-monetary assets and
       liabilities denominated in foreign currencies are translated at historic
       rates and revenue and expenses are translated at average exchange rates
       prevailing during the month of the transaction. Exchange gains or losses
       are reflected in the consolidated statements of earnings (loss).

       The accounts of the Company's self-sustaining foreign operations, for
       which the functional currency is other than the U.S. dollar are
       translated into U.S. dollars using the current rate method. Assets and
       liabilities are translated at the year-end exchange rate and revenue and
       expenses are translated at average exchange rates. Gains and losses
       arising from the translation of financial statements of foreign
       operations are deferred in the "foreign currency translation adjustment"
       account included as a separate component of shareholders' equity.

       The Company enters into forward exchange contracts to hedge the cash flow
       risk associated with certain firm purchase commitments and forecasted
       transactions. Gains and losses on hedges of firm commitments are included
       in the cost of the hedged transactions when they occur. Gains and losses
       on hedges of forecasted transactions are recognized in earnings in the
       same period as the underlying hedged transaction. The Company does not
       enter into derivatives for speculative purposes.

    (L) RESEARCH AND DEVELOPMENT:

       The Company annually incurs costs on activities that relate to research
       and development which are expensed as incurred unless development costs
       meet certain criteria for capitalization. Total research and development
       costs recorded in selling, general and administrative expenses for 2001
       were $17.1 (2000 -- $19.5; 1999 -- $19.7). No amounts have been
       capitalized.

    (M) USE OF ESTIMATES:

       The preparation of financial statements in conformity with generally
       accepted accounting principles requires management to make estimates and
       assumptions that affect the reported amounts of assets and liabilities
       and disclosures of contingent assets and liabilities at the date of the
       financial statements and the reported amounts of revenue and expenses
       during the reporting period. Significant estimates are used in
       determining the allowance for doubtful accounts, inventory valuation and
       the useful lives of intangible assets. Actual results could differ
       materially from those estimates and assumptions.

                                      F-9
<Page>
                                 CELESTICA INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

            (IN MILLIONS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)

    (N) CHANGES IN ACCOUNTING POLICIES:

       Earnings per share:

       As a result of the new Canadian Institute of Chartered Accountants (CICA)
       Handbook Section 3500 "Earnings per share," the Company is required to
       retroactively use the treasury stock method for calculating diluted
       earnings per share. This change results in an earnings per share
       calculation which is consistent with United States GAAP. Previously
       reported diluted earnings per share have been restated to reflect this
       change.

       Business combinations and goodwill:

       In September 2001, the CICA issued Handbook Sections 1581 "Business
       Combinations" and 3062 "Goodwill and Other Intangible Assets." The new
       standards mandate the purchase method of accounting for business
       combinations and require that goodwill no longer be amortized but instead
       be tested for impairment at least annually. The standards also specify
       criteria that intangible assets must meet to be recognized and reported
       apart from goodwill. The standards require that the value of the shares
       issued in a business combination be measured using the average share
       price for a reasonable period before and after the date the terms of the
       acquisition are agreed to and announced. Previously, the consummation
       date was used to value the shares issued in a business combination. The
       new standards are substantially consistent with United States GAAP.

       Effective July 1, 2001 and for the remainder of the fiscal year, goodwill
       acquired in business combinations completed after June 30, 2001 was not
       amortized. In addition, the criteria for recognition of intangible assets
       apart from goodwill and the valuation of the shares issued in a business
       combination has been applied to business combinations completed after
       June 30, 2001.

       Upon full adoption of the standards beginning January 1, 2002, the
       Company will discontinue amortization of all existing goodwill, evaluate
       existing intangible assets and make any necessary reclassifications in
       order to conform with the new criteria for recognition of intangible
       assets apart from goodwill and will test for impairment in accordance
       with the new standards.

       In connection with Section 3062's transitional goodwill impairment
       evaluation, the Company is required to assess whether goodwill is
       impaired as of January 1, 2002. The Company has up to six months to
       determine the fair value of its reporting units and compare that to the
       carrying amounts of the reporting units. To the extent a reporting unit's
       carrying amount exceeds its fair value, the Company must perform a second
       step to measure the amount of impairment in a manner similar to a
       purchase price allocation. This second step is to be completed no later
       than December 31, 2002. Any transitional impairment will be recognized as
       an effect of a change in accounting principle and will be charged to
       opening retained earnings as of January 1, 2002.

       As of December 31, 2001, the Company had unamortized goodwill of $1,128.8
       and unamortized other intangible assets including intellectual property
       of $427.2, all of which are subject to the transitional provisions of
       Sections 1581 and 3062. Amortization expense related to goodwill was
       $39.2 for 2001. Because of the extensive effort required to comply with
       the remaining provisions of Sections 1581 and 3062, the Company has not
       estimated the impact of these provisions on its financial statements,
       beyond discontinuing goodwill amortization.

    (O) RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS:

       Stock-based compensation and other stock-based payments:

       In December 2001, the CICA issued Handbook Section 3870, which
       establishes standards for the recognition, measurement, and disclosure of
       stock-based compensation and other stock-based payments made in exchange
       for goods and services provided by employees and non-employees. The
       standard requires that a fair value based method of accounting be applied
       to all stock-based payments to non-employees and to employee awards that
       are direct awards of stock, that call for settlement in cash or other
       assets or are stock appreciation rights that call for settlement by the
       issuance of equity instruments. However, the new standard permits the
       Company to continue its existing policy of recording no compensation cost
       on the grant of stock options to employees. Consideration paid by
       employees on the exercise of stock options is recorded as share capital.
       The standard is effective for the Company's fiscal year beginning
       January 1, 2002 for awards granted on or after that date. The Company's
       current accounting policies are consistent with the new standard.

       Foreign currency translation and hedging relationships:

       CICA Handbook Section 1650 has been amended to eliminate the deferral and
       amortization of foreign currency translation gains and losses on
       long-lived monetary items, effective January 1, 2002, with retroactive
       restatement of prior periods. The Company is not impacted by this change.
       The CICA issued Accounting Guideline AcG-13 which establishes criteria
       for hedge accounting effective for the Company's 2003 fiscal year. The
       Company has complied with the requirements of AcG-13 and has determined
       that all of its current hedges will continue to qualify for hedge
       accounting when the guideline becomes effective.

                                      F-10
<Page>
                                 CELESTICA INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

            (IN MILLIONS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)

3.  ACQUISITIONS:

    2000 ACQUISITIONS:

    (A) IBM:

       In February and May, 2000, the Company acquired certain assets from the
       Enterprise Systems Group and Microelectronics Division of IBM in
       Rochester, Minnesota and Vimercate and Santa Palomba, Italy,
       respectively. The total purchase price of $470.0 was financed with cash.

    (B) OTHER ACQUISITIONS:

       In June 2000, the Company acquired 100% of the issued and outstanding
       shares of NDB Industrial Ltda. in Brazil from NEC Corporation. In
       August 2000, the Company acquired 100% of the issued and outstanding
       shares of Bull Electronics Inc. in Lowell, Massachusetts from Groupe
       Bull. In November 2000, the Company acquired 100% of the issued and
       outstanding shares of NEC Technologies (UK) Ltd. in Telford, U.K. from
       NEC Corporation. The total purchase price for these acquisitions of
       $169.8 was financed with cash.

       Details of the net assets acquired in these acquisitions, at fair value,
       are as follows:

<Table>
<Caption>
                                                                                       OTHER
                                                                          IBM       ACQUISITIONS
                                                                      -----------   ------------
        <S>                                                           <C>           <C>
        Current assets..............................................    $ 301.1        $ 86.5
        Capital assets..............................................       98.2          35.1
        Other long-term assets......................................        2.3        --
        Goodwill and intellectual property..........................      213.9          74.1
        Other intangible assets.....................................       12.2        --
        Liabilities assumed.........................................     (157.7)        (25.9)
                                                                        -------        ------
        Net assets acquired.........................................    $ 470.0        $169.8
                                                                        =======        ======
</Table>

       Other intangible assets represent the excess of purchase price over the
       fair value of tangible assets and intellectual property acquired in asset
       acquisitions.

    2001 ACQUISITIONS:

    (C) ASSET ACQUISITIONS:

       In February 2001, the Company acquired certain assets located in Dublin,
       Ireland and Mt. Pleasant, Iowa from Motorola Inc. In March 2001, the
       Company acquired certain assets of a repair facility in Japan from N.K.
       Techno Co., Ltd. In May 2001, the Company acquired certain assets in
       Littlerock, Arkansas and Denver, Colorado from Avaya Inc., and in
       August 2001, acquired certain assets in Saumur, France. In August 2001,
       the Company acquired certain assets in Columbus, Ohio and Oklahoma City,
       Oklahoma from Lucent Technologies Inc. The total purchase price for these
       acquisitions of $834.1 was financed with cash and was allocated to the
       net assets acquired, including intangible assets of $195.7, based on
       their relative fair values at the date of acquisition.

    (D) BUSINESS COMBINATIONS:

       Omni:

       In October 2001, the Company acquired Omni Industries Limited (Omni), an
       electronics manufacturer headquartered in Singapore. This acquisition
       significantly enhanced the Company's presence in Asia. The purchase price
       of $865.8 was financed with the issuance of 9.2 million subordinate
       voting shares and the issuance of options to purchase 0.3 million
       subordinate voting shares of the Company and $479.5 in cash. The goodwill
       recorded for Omni is not tax deductible. The Company is in the process of
       obtaining third-party valuations of certain assets. The fair value
       allocation of the purchase price is subject to refinement.

       Other business combinations:

       In January 2001, the Company acquired Excel Electronics, Inc. through a
       merger with Celestica (US) Inc., a subsidiary of the Company. This
       acquisition expanded the Company's presence in the southern United
       States. In June 2001, the Company acquired Sagem CR s.r.o., in the Czech
       Republic, from Sagem SA, of France, which positions Celestica as Sagem's
       primary EMS provider. In August 2001, the Company acquired Primetech
       Electronics Inc. (Primetech), an electronics manufacturer in Canada. This
       acquisition provided the Company with additional high complexity
       manufacturing capability and an expanded global customer

                                      F-11
<Page>
                                 CELESTICA INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

            (IN MILLIONS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)

       base. The purchase price of Primetech was financed primarily with the
       issuance of 3.4 million subordinate voting shares and the issuance of
       options to purchase 0.3 million subordinate voting shares of the Company.
       The Company is in the process of obtaining third-party valuations of
       certain assets. The fair value allocation of the purchase price is
       subject to refinement.

       The value of the shares issued in the Primetech and Omni acquisitions was
       determined based on the average market price of the shares for a
       reasonable period before and after the date the terms of the acquisitions
       were agreed to and announced.

       Details of the net assets acquired in these business combinations, at
       fair value, are as follows:

<Table>
<Caption>
                                                                                       OTHER BUSINESS
                                                                           OMNI         COMBINATIONS
                                                                      --------------   --------------
        <S>                                                           <C>              <C>
        Current assets..............................................     $ 255.2           $ 63.2
        Capital assets..............................................        91.8             46.3
        Other long-term assets......................................         4.1              0.1
        Goodwill....................................................       764.4            135.5
        Intellectual property.......................................        50.0             10.0
        Liabilities assumed.........................................      (299.7)           (27.6)
                                                                         -------           ------
        Net assets acquired.........................................     $ 865.8           $227.5
                                                                         =======           ======
        Financed by:
          Cash......................................................     $ 479.5           $ 46.8
          Issuance of shares and options............................       386.3            180.7
                                                                         -------           ------
                                                                         $ 865.8           $227.5
                                                                         =======           ======
</Table>

       Integration costs related to acquisitions:

       The Company incurred costs of $22.8 in 2001 (2000 -- $16.1; 1999 -- $9.6)
       relating to the establishment of business processes, infrastructure and
       information systems for acquired operations. None of the integration
       costs incurred related to existing operations.

4.  ACCOUNTS RECEIVABLE:

    Accounts receivable are net of an allowance for doubtful accounts of $74.6
    at December 31, 2001 (2000 -- $40.7).

5.  INVENTORIES:

<Table>
<Caption>
                                                                      2000           2001
                                                                  ------------   ------------
    <S>                                                           <C>            <C>
    Raw materials...............................................    $1,298.5       $  903.6
    Work in progress............................................       215.2          220.6
    Finished goods..............................................       150.6          248.5
                                                                    --------       --------
                                                                    $1,664.3       $1,372.7
                                                                    ========       ========
</Table>

6.  CAPITAL ASSETS:

<Table>
<Caption>
                                                                                     2000
                                                                  ------------------------------------------
                                                                                 ACCUMULATED      NET BOOK
                                                                      COST       AMORTIZATION      VALUE
                                                                  ------------   ------------   ------------
    <S>                                                           <C>            <C>            <C>
    Land........................................................     $ 18.0         $--            $ 18.0
    Buildings...................................................      131.9            8.7          123.2
    Buildings/leasehold improvements............................       42.8            9.1           33.7
    Office equipment............................................       64.5           25.4           39.1
    Machinery and equipment.....................................      510.2          152.4          357.8
    Software....................................................       76.9           15.3           61.6
                                                                     ------         ------         ------
                                                                     $844.3         $210.9         $633.4
                                                                     ======         ======         ======
</Table>

                                      F-12
<Page>
                                 CELESTICA INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

            (IN MILLIONS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)

<Table>
<Caption>
                                                                                     2001
                                                                  ------------------------------------------
                                                                                 ACCUMULATED      NET BOOK
                                                                      COST       AMORTIZATION      VALUE
                                                                  ------------   ------------   ------------
    <S>                                                           <C>            <C>            <C>
    Land........................................................    $   53.3        $--            $ 53.3
    Buildings...................................................       258.8          17.4          241.4
    Buildings/leasehold improvements............................        66.0          24.8           41.2
    Office equipment............................................        86.8          40.2           46.6
    Machinery and equipment.....................................       727.2         291.2          436.0
    Software....................................................       136.6          40.0           96.6
                                                                    --------        ------         ------
                                                                    $1,328.7        $413.6         $915.1
                                                                    ========        ======         ======
</Table>

    The above amounts include $13.3 (2000 -- $8.1) of assets under capital lease
    and accumulated amortization of $6.8 (2000 -- $6.1) related thereto.

    Depreciation and rental expense for the year ended December 31, 2001 was
    $192.8 (2000 -- $121.9; 1999 -- $69.5) and $79.8 (2000 -- $46.7;
    1999 -- $21.1), respectively.

7.  INTANGIBLE ASSETS:

<Table>
<Caption>
                                                                                     2000
                                                                  ------------------------------------------
                                                                                 ACCUMULATED      NET BOOK
                                                                      COST       AMORTIZATION      VALUE
                                                                  ------------   ------------   ------------
    <S>                                                           <C>            <C>            <C>
    Goodwill....................................................     $434.1         $104.0         $330.1
    Other intangible assets.....................................      100.9           27.7           73.2
    Intellectual property.......................................      250.1           75.1          175.0
                                                                     ------         ------         ------
                                                                     $785.1         $206.8         $578.3
                                                                     ======         ======         ======
</Table>

<Table>
<Caption>
                                                                                     2001
                                                                  ------------------------------------------
                                                                                 ACCUMULATED      NET BOOK
                                                                      COST       AMORTIZATION      VALUE
                                                                  ------------   ------------   ------------
    <S>                                                           <C>            <C>            <C>
    Goodwill....................................................    $1,261.1        $132.3        $1,128.8
    Other intangible assets.....................................       209.3          26.8           182.5
    Intellectual property.......................................       388.6         143.9           244.7
                                                                    --------        ------        --------
                                                                    $1,859.0        $303.0        $1,556.0
                                                                    ========        ======        ========
</Table>

    Other intangible assets represent the excess of cost over the fair value of
    tangible assets and intellectual property acquired in asset acquisitions.

    The intellectual property primarily represents the cost of certain
    non-patented intellectual property and process technology.

    Amortization expense is as follows:

<Table>
<Caption>
                                                                            YEAR ENDED DECEMBER 31
                                                                  ------------------------------------------
                                                                      1999           2000           2001
                                                                  ------------   ------------   ------------
    <S>                                                           <C>            <C>            <C>
    Amortization of goodwill....................................     $31.1          $39.1          $ 39.2
    Amortization of other intangible assets.....................       8.3           10.7            17.0
    Amortization of intellectual property.......................      16.2           39.1            68.8
                                                                     -----          -----          ------
                                                                     $55.6          $88.9          $125.0
                                                                     =====          =====          ======
</Table>

                                      F-13
<Page>
                                 CELESTICA INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

            (IN MILLIONS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)

8.  OTHER ASSETS:

<Table>
<Caption>
                                                                      2000           2001
                                                                  ------------   ------------
    <S>                                                           <C>            <C>
    Deferred pension (note 16)..................................     $ 25.8         $ 28.4
    Deferred income taxes.......................................       81.5          116.4
    Commodity taxes recoverable.................................       78.3           10.7
    Other.......................................................       19.7            9.7
                                                                     ------         ------
                                                                     $205.3         $165.2
                                                                     ======         ======
</Table>

    Amortization of deferred financing costs for the year ended December 31,
    2001 was $1.7 (2000 -- $1.7; 1999 -- $1.5).

9.  LONG-TERM DEBT:

<Table>
<Caption>
                                                                      2000           2001
                                                                  ------------   ------------
    <S>                                                           <C>            <C>
    Global, unsecured, revolving credit facility due 2003 (a)...     $--            $--
    Global, unsecured, revolving credit facility due 2004 (b)...     --             --
    Unsecured revolving credit facility due 2005 (c)............     --             --
    Senior Subordinated Notes due 2006 (d)......................      130.0          130.0
    Other (e)...................................................        2.0           17.4
                                                                     ------         ------
                                                                      132.0          147.4
    Less current portion........................................        1.4           10.0
                                                                     ------         ------
                                                                     $130.6         $137.4
                                                                     ======         ======
    ---------------
</Table>

    (a) Concurrently with the initial public offering on July 7, 1998, the
       Company entered into a global, unsecured, revolving credit facility
       providing up to $250.0 of borrowings. The credit facility permits the
       Company and certain designated subsidiaries to borrow funds for general
       corporate purposes (including acquisitions). Borrowings under the
       facility bear interest at LIBOR plus a margin and are repayable in
       July 2003. There were no borrowings on this facility during 2000 and
       2001. Commitment fees in 2001 were $0.4.

    (b) In February 2000, the Company renewed its second global, unsecured,
       revolving credit facility providing up to $250.0 of borrowings including
       a swing line facility that provides for short-term borrowings up to a
       maximum of seven days. The credit facility permits the Company and
       certain designated subsidiaries to borrow funds for general corporate
       purposes (including acquisitions). The revolving facility is repayable in
       April 2004. Borrowings under the facility bear interest at LIBOR plus a
       margin except that borrowings under the swing line facility bears
       interest at a base rate. There were no borrowings on this facility during
       2000 and 2001. Commitment fees in 2001 were $0.6.

    (c) In July 2001, the Company entered into an unsecured, revolving credit
       facility providing up to $500.0 of borrowings including a swing line
       facility that provides for short-term borrowings up to a maximum of seven
       days. The credit facility permits the Company and certain designated
       subsidiaries to borrow funds for general corporate purposes (including
       acquisitions). The revolving facility is repayable in July 2005.
       Borrowings under the facility bear interest at LIBOR plus a margin except
       that borrowings under the swing line facility bear interest at a base
       rate. There were no borrowings on this facility in 2001. Commitment fees
       in 2001 were $0.5.

    (d) The Senior Subordinated Notes bear interest at 10.5%, are unsecured and
       are subordinated to the payment of all senior debt of the Company. The
       Senior Subordinated Notes may be redeemed at various premiums above face
       value.

    (e) Other long-term debt includes secured loan facilities of one of the
       Company's subsidiaries of which $13.0 is outstanding at December 31,
       2001. The weighted average interest rate on these facilities in 2001 was
       4.4%. The loans are denominated in Singapore Dollars and are repayable
       through quarterly payments. There were no commitment fees for 2001.

       As at December 31, 2001, principal repayments due within each of the next
       five years on all long-term debt are as follows:

<Table>
        <S>                                                           <C>
        2002........................................................  $ 10.0
        2003........................................................     4.5
        2004........................................................     1.3
        2005........................................................     0.7
        2006........................................................   130.6
        Thereafter..................................................     0.3
</Table>

                                      F-14
<Page>
                                 CELESTICA INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

            (IN MILLIONS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)

       The unsecured, revolving credit facilities have restrictive covenants
       relating to debt incurrence and sale of assets and also contain financial
       covenants that indirectly restrict the Company's ability to pay
       dividends. A change of control is an event of default. The Company's
       Senior Subordinated Notes due 2006 include a covenant restricting the
       Company's ability to pay dividends.

10. CONVERTIBLE DEBT:

    In August 2000, Celestica issued Liquid Yield Option-TM- Notes (LYONs) with
    a principal amount at maturity of $1,813.6, payable August 1, 2020. The
    Company received gross proceeds of $862.9 and incurred $12.5 in underwriting
    commissions, net of tax of $6.9. No interest is payable on the LYONs and the
    issue price of the LYONs represents a yield to maturity of 3.75%. The LYONs
    are subordinated in right of payment to all existing and future senior
    indebtedness of the Company.

    The LYONs are convertible at any time at the option of the holder, unless
    previously redeemed or repurchased, into 5.6748 subordinate voting shares
    for each one thousand dollars principal amount at maturity. Holders may
    require the Company to repurchase all or a portion of their LYONs on
    August 2, 2005, August 1, 2010 and August 1, 2015 and the Company may redeem
    the LYONs at any time on or after August 1, 2005 (and, under certain
    circumstances, before that date). The Company is required to offer to
    repurchase the LYONs if there is a change in control or a delisting event.
    Generally, the redemption or repurchase price is equal to the accreted value
    of the LYONs. The Company may elect to pay the principal amount at maturity
    of the LYONs or the repurchase price that is payable in certain
    circumstances, in cash or subordinate voting shares or any combination
    thereof.

    Pursuant to Canadian generally accepted accounting principles, the LYONs are
    recorded as an equity instrument and 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.

11. CAPITAL STOCK:

    (A) AUTHORIZED:

       An unlimited number of subordinate voting shares, which entitle the
       holder to one vote per share, and an unlimited number of multiple voting
       shares, which entitle the holder to twenty-five votes per share. Except
       as otherwise required by law, the subordinate voting shares and multiple
       voting shares vote together as a single class on all matters submitted to
       a vote of shareholders, including the election of directors. The holders
       of the subordinate voting shares and multiple voting shares are entitled
       to share ratably, as a single class, in any dividends declared subject to
       any preferential rights of any outstanding preferred shares in respect of
       the payment of dividends. Each multiple voting share is convertible at
       any time at the option of the holder thereof into one subordinate voting
       share. The Company is also authorized to issue an unlimited number of
       preferred shares, issuable in series.

    (B) ISSUED AND OUTSTANDING:

<Table>
<Caption>
                                                                                                    TOTAL
                                                                                                 SUBORDINATE
                                                                                                 AND MULTIPLE
                                                               SUBORDINATE        MULTIPLE      VOTING SHARES      SHARES TO
        NUMBER OF SHARES (IN MILLIONS)                        VOTING SHARES    VOTING SHARES     OUTSTANDING       BE ISSUED
        ------------------------------                        --------------   --------------   --------------   -------------
        <S>                                                   <C>              <C>              <C>              <C>
        Balance December 31, 1999...........................      146.3             39.1            185.4             0.5
        Equity offering (i).................................       16.6           --                 16.6           --
        Other share issuances (ii)..........................        1.3           --                  1.3           --
        Issued as consideration for acquisitions (iii)......        0.1           --                  0.1            (0.1)
                                                                  -----             ----            -----            ----
        Balance December 31, 2000...........................      164.3             39.1            203.4             0.4
        Equity offering (iv)................................       12.0           --                 12.0           --
        Other share issuances (v)...........................        1.1           --                  1.1           --
        Issued as consideration for acquisitions (vi).......       13.2           --                 13.2             0.1
                                                                  -----             ----            -----            ----
        Balance December 31, 2001...........................      190.6             39.1            229.7             0.5
                                                                  =====             ====            =====            ====
</Table>

                                      F-15
<Page>
                                 CELESTICA INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

            (IN MILLIONS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)

<Table>
<Caption>
                                                               SUBORDINATE        MULTIPLE        SHARES TO         TOTAL
        AMOUNT                                                VOTING SHARES    VOTING SHARES      BE ISSUED        AMOUNT
        ------                                                --------------   --------------   -------------   -------------
        <S>                                                   <C>              <C>              <C>             <C>
        Balance December 31, 1999...........................     $1,504.5          $138.8           $ 2.8         $1,646.1
        Equity offering, net of issue costs (i).............        740.1          --              --                740.1
        Other share issuances (ii)..........................          9.2          --              --                  9.2
        Issued as consideration for acquisitions (iii)......          1.1          --                (1.1)          --
                                                                 --------          ------           -----         --------
        Balance December 31, 2000...........................      2,254.9           138.8             1.7          2,395.4
        Equity offering, net of issue costs (iv)............        707.4          --              --                707.4
        Other share issuances (v)...........................         29.2          --              --                 29.2
        Issued as consideration for acquisitions (vi).......        562.8          --                 4.2            567.0
                                                                 --------          ------           -----         --------
        Balance December 31, 2001...........................     $3,554.3          $138.8           $ 5.9         $3,699.0
                                                                 ========          ======           =====         ========
</Table>

        2000 CAPITAL TRANSACTIONS:

        (i) In March 2000, the Company issued 16.6 million subordinate voting
            shares for gross cash proceeds of $757.4 and incurred $17.3 in share
            issue costs, net of tax of $9.5.

        (ii) During 2000, pursuant to employee share purchase and option plans
             and LTIP awards, the Company issued 1.3 million subordinate voting
             shares as a result of the exercise of options for cash of $9.2.

       (iii) During 2000, the Company issued 0.1 million of reserved shares at
             an ascribed value of $1.1 for $0.2 cash. As at December 31, 2000,
             0.4 million subordinate voting shares remain reserved for issuance
             at an ascribed value of $1.7.

        2001 CAPITAL TRANSACTIONS:

        (iv) In May 2001, the Company issued 12.0 million subordinate voting
             shares for gross cash proceeds of $714.0 and incurred $6.6 in share
             issuance costs, net of tax of $3.4.

        (v) During 2001, pursuant to employee share purchase and option plans
            and LTIP awards, the Company issued 1.1 million subordinate voting
            shares as a result of the exercise of options for cash of $23.7 and
            recorded a tax benefit of $5.5.

        (vi) In 2001, the Company issued 12.7 million subordinate voting shares,
             as consideration for acquisitions, for an ascribed value of $558.5
             and reserved 0.6 million shares at an ascribed value of $8.5.
             During 2001, the Company issued 0.5 million of reserved shares at
             an ascribed value of $4.3. As at December 31, 2001, 0.5 million
             subordinate voting shares remain reserved for issuance at an
             ascribed value of $5.9.

    (C) STOCK OPTION PLANS:

       (I) LONG-TERM INCENTIVE PLAN (LTIP)

        The Company established the LTIP prior to the closing of its initial
        public offering. Under this plan, the Company may grant stock options,
        performance shares, performance share units and stock appreciation
        rights to directors, permanent employees and consultants ("eligible
        participants") of the Company, its subsidiaries and other companies or
        partnerships in which the Company has a significant investment. Under
        the LTIP, up to 23.0 million subordinate voting shares may be issued
        from treasury. Options are granted at prices equal to the market value
        of the day prior to the date of the grant and are exercisable during a
        period not to exceed ten years from such date.

       (II) EMPLOYEE SHARE PURCHASE AND OPTION PLANS (ESPO)

        The Company has ESPO plans that were available to certain of its
        employees and executives. As a result of the establishment of the LTIP,
        no further options or shares may be issued under the ESPO plans.
        Pursuant to the ESPO plans, employees and executives of the Company were
        offered the opportunity to purchase, at prices equal to market value,
        subordinate voting shares and, in connection with such purchase, receive
        options to acquire an additional number of subordinate voting shares
        based on the number of subordinate voting shares acquired by them under
        the ESPO plans. The exercise price for the options is equal to the price
        per share paid for the corresponding subordinate voting shares acquired
        under the ESPO plans.

                                      F-16
<Page>
                                 CELESTICA INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

            (IN MILLIONS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)

        Stock option transactions were as follows:

<Table>
<Caption>
                                                                                     WEIGHTED AVERAGE
            NUMBER OF OPTIONS (IN MILLIONS)                                SHARES     EXERCISE PRICE
            -------------------------------                               --------   ----------------
            <S>                                                           <C>        <C>
            Outstanding at December 31, 1998............................    11.5          $ 5.41
            Granted.....................................................     5.2          $30.05
            Exercised...................................................    (1.7)         $ 8.25
            Cancelled...................................................    (0.4)         $ 7.37
                                                                           -----
            Outstanding at December 31, 1999............................    14.6          $14.84
            Granted.....................................................     4.2          $55.40
            Exercised...................................................    (1.4)         $ 6.85
            Cancelled...................................................    (0.2)         $ 7.33
                                                                           -----
            Outstanding at December 31, 2000............................    17.2          $25.16
            Granted/assumed.............................................     8.5          $42.54
            Exercised...................................................    (1.6)         $14.89
            Cancelled...................................................    (0.2)         $23.36
                                                                           -----
            Outstanding at December 31, 2001............................    23.9          $31.67
                                                                           =====
            Cash consideration received on options exercised............   $23.7
                                                                           =====
            Shares reserved for issuance upon exercise of stock options
              or awards (in millions)...................................    28.8
                                                                           =====
</Table>

        The following options were outstanding as at December 31, 2001:

<Table>
<Caption>
                                                                         WEIGHTED                          WEIGHTED
                                      RANGE OF        OUTSTANDING        AVERAGE        EXERCISABLE        AVERAGE       REMAINING
            PLAN                   EXERCISE PRICES      OPTIONS       EXERCISE PRICE      OPTIONS       EXERCISE PRICE      LIFE
            ----                   ---------------   --------------   --------------   --------------   --------------   ----------
                                                     (in millions)                     (in millions)                      (years)
            <S>                    <C>               <C>              <C>              <C>              <C>              <C>
            ESPO.................  $ 5.00 - $ 7.50         5.3            $ 5.34            3.9             $ 5.42            6
            LTIP.................  $ 8.75 - $13.69         1.7            $12.16            0.9             $11.96            7
                                   $24.18 - $24.18         0.8            $24.18            0.4             $24.18            8
                                   $24.91 - $36.89         0.8            $30.58          --                --               10
                                   $39.03 - $39.03         2.9            $39.03            1.4             $39.03            8
                                   $41.89 - $41.89         6.4            $41.89          --                --               10
                                   $44.23 - $54.15         0.6            $49.46          --                --                9
                                   $55.40 - $60.06         4.1            $55.96            1.0             $55.96            9
                                   $73.04 - $74.90         0.1            $73.42          --                --                9
            Other................  $ 0.93 - $13.31         1.0            $ 5.73            0.9             $ 5.67            5
            Other................  $29.73 - $72.84         0.2            $46.28          --                --                5
                                                          ----
                                                          23.9
                                                          ====
</Table>

                                      F-17
<Page>
                                 CELESTICA INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

            (IN MILLIONS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)

12. EARNINGS PER SHARE:

    The following table sets forth the calculation of basic and diluted earnings
    (loss) per share:

<Table>
<Caption>
                                                                            YEAR ENDED DECEMBER 31
                                                                  ------------------------------------------
                                                                      1999           2000           2001
                                                                  ------------   ------------   ------------
    <S>                                                           <C>            <C>            <C>
    Numerator:
      Net earnings (loss).......................................     $ 68.4         $206.7         $(39.8)
      Convertible debt accretion, net of tax....................     --               (5.4)         (15.0)
                                                                     ------         ------         ------
      Earnings (loss) available to common shareholders..........     $ 68.4         $201.3         $(54.8)

    Denominator:
      Weighted average shares -- basic (in millions)............      167.2          199.8          213.9
      Effect of dilutive securities (in millions):
        Employee stock options(1)...............................        4.0            7.8         --
        Convertible debt........................................     --                4.2         --
                                                                     ------         ------         ------
      Weighted average shares -- diluted (in millions)(2).......      171.2          211.8          213.9

    Earnings (loss) per share:
      Basic.....................................................     $ 0.41         $ 1.01         $(0.26)
      Diluted...................................................     $ 0.40         $ 0.98         $(0.26)
    ---------------
</Table>

    (1) For 1999 and 2000, excludes the effect of 3.4 million and 3.3 million
       "out of the money" options, respectively, as they are anti-dilutive.

    (2) For 2001, excludes the effect of options and convertible debt as they
       are anti-dilutive due to the loss.

13. OTHER CHARGES:

<Table>
<Caption>
                                                                            YEAR ENDED DECEMBER 31
                                                                  ------------------------------------------
                                                                      1999           2000           2001
                                                                  ------------   ------------   ------------
    <S>                                                           <C>            <C>            <C>
    Restructuring (a)...........................................     $--            $--            $237.0
    Other (b)...................................................     --             --               36.1
                                                                     ------         ------         ------
                                                                     $--            $--            $273.1
                                                                     ======         ======         ======
    ---------------
</Table>

    (a) Restructuring:

       The Company recorded a pre-tax restructuring charge of $237.0 in 2001, in
       response to a slowing end market. The Company's restructuring plan
       focused on facility consolidations and a workforce reduction. The
       following table details the components of the restructuring charge:

<Table>
<Caption>
                                                                                YEAR ENDED DECEMBER 31
                                                                      ------------------------------------------
                                                                          1999           2000           2001
                                                                      ------------   ------------   ------------
        <S>                                                           <C>            <C>            <C>
        Employee termination costs..................................     $--            $--            $ 90.7
        Lease and other contractual obligations.....................     --             --               35.3
        Facility exit costs and other...............................     --             --               12.4
        Asset impairment (non-cash).................................     --             --               98.6
                                                                         ------         ------         ------
                                                                         $--            $--            $237.0
                                                                         ======         ======         ======
</Table>

                                      F-18
<Page>
                                 CELESTICA INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

            (IN MILLIONS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)

       The following table details the activity in the accrued restructuring
       liability:

<Table>
<Caption>
                                                                                 LEASE AND
                                                                   EMPLOYEE        OTHER       FACILITY EXIT
                                                                 TERMINATION    CONTRACTUAL      COSTS AND
                                                                    COSTS       OBLIGATIONS        OTHER          TOTAL
                                                                 ------------   ------------   -------------   ------------
        <S>                                                      <C>            <C>            <C>             <C>
        Balance at January 1, 2001.............................     $--            $--            -$-             $--
        Provision..............................................       90.7          35.3            12.4           138.4
        Cash payment...........................................      (51.2)         (1.6)           (2.9)          (55.7)
                                                                    ------         -----           -----          ------
        Balance at December 31, 2001...........................     $ 39.5         $33.7           $ 9.5          $ 82.7
                                                                    ======         =====           =====          ======
</Table>

       Employee terminations were made across all geographic regions of the
       Company with the majority pertaining to manufacturing and plant
       employees. A total of 12,041 employees have been identified to be
       terminated, of which 9,711 employees were terminated during 2001. The
       remaining termination costs are expected to be paid out during 2002.

       The non-cash charges for asset impairment reflects the write-down of
       certain long-lived assets across all geographic regions that have become
       impaired as a result of the rationalization of facilities. The asset
       impairments relate to goodwill and intangible assets, machinery and
       equipment, buildings and improvements. The assets were written down to
       their recoverable amounts using estimated cash flows.

       The Company expects to complete the major components of the restructuring
       plan by the end of 2002, except for certain long-term lease contractual
       obligations.

    (b) Other:

       In 2001, the Company recorded a non-cash charge of $36.1. This is
       comprised of a write-down of the carrying value of certain assets,
       primarily goodwill and intangible assets.

14. INCOME TAXES:

<Table>
<Caption>
                                                                            YEAR ENDED DECEMBER 31
                                                                  ------------------------------------------
                                                                      1999           2000           2001
                                                                  ------------   ------------   ------------
    <S>                                                           <C>            <C>            <C>
    Income (loss) before tax:
      Canadian operations.......................................     $ 84.8         $179.4         $ 34.7
      Foreign operations........................................       19.6           96.5          (76.6)
                                                                     ------         ------         ------
                                                                     $104.4         $275.9         $(41.9)
                                                                     ======         ======         ======
    Current income tax expense:
      Canadian operations.......................................     $ 25.4         $ 51.2         $ 17.2
      Foreign operations........................................        5.3           28.9            8.6
                                                                     ------         ------         ------
                                                                     $ 30.7         $ 80.1         $ 25.8
                                                                     ======         ======         ======
    Deferred income tax expense (recovery):
      Canadian operations.......................................     $ 14.4         $ 33.0         $ (5.4)
      Foreign operations........................................       (9.1)         (43.9)         (22.5)
                                                                     ------         ------         ------
                                                                     $  5.3         $(10.9)        $(27.9)
                                                                     ======         ======         ======
</Table>

                                      F-19
<Page>
                                 CELESTICA INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

            (IN MILLIONS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)

    The overall income tax provision differs from the provision computed at the
    statutory rate as follows:

<Table>
<Caption>
                                                                            YEAR ENDED DECEMBER 31
                                                                  ------------------------------------------
                                                                      1999           2000           2001
                                                                  ------------   ------------   ------------
    <S>                                                           <C>            <C>            <C>
    Combined Canadian federal and provincial income tax rate....       44.6%          44.0%          42.1%
                                                                     ------         ------         ------
    Income taxes (recovery) based on earnings (loss) before
      income taxes at statutory rates...........................     $ 46.6         $121.4         $(17.7)

    Increase (decrease) resulting from:
      Manufacturing and processing deduction....................       (8.1)         (17.7)          (5.0)
      Foreign income taxed at lower rates.......................      (11.4)         (43.9)          (2.9)
      Amortization of non-deductible costs......................        9.5            8.9           15.4
      Other, including large corporations tax...................       (0.6)           0.5            8.1
                                                                     ------         ------         ------
      Income tax expense (recovery).............................     $ 36.0         $ 69.2         $ (2.1)
                                                                     ======         ======         ======
</Table>

    Deferred income taxes are recognized for future income tax consequences
    attributable to differences between the financial statement carrying amounts
    of existing assets and liabilities and their tax bases. Deferred tax assets
    and liabilities are comprised of the following as at December 31, 2000 and
    2001:

<Table>
<Caption>
                                                                      2000           2001
                                                                  ------------   ------------
    <S>                                                           <C>            <C>
    Deferred tax assets:
      Income tax effect of net operating losses carried
        forward.................................................     $ 52.5         $ 51.9
      Accounting provisions not currently deductible............       21.6           63.5
      Capital, intangible and other assets......................        6.7           17.0
      Share issue and convertible debt issue costs..............       23.0           17.2
      Other.....................................................        1.8            4.5
                                                                     ------         ------
    Total deferred tax assets...................................      105.6          154.1
                                                                     ======         ======
    Deferred tax liabilities:
      Capital, intangible and other assets......................      (12.4)         (37.7)
      Deferred pension asset....................................       (8.9)          (9.1)
      Other.....................................................       (0.8)          (4.5)
                                                                     ------         ------
    Total deferred tax liabilities..............................      (22.1)         (51.3)
                                                                     ------         ------
    Deferred income tax asset, net..............................     $ 83.5         $102.8
                                                                     ======         ======
</Table>

    Celestica has been granted tax incentives, including tax holidays, for its
    Czech Republic, China, Malaysia, Thailand and Singapore subsidiaries. These
    tax incentives expire between 2002 and 2012, and are subject to certain
    conditions with which the Company expects to comply.

    As at December 31, 2001, the Company had $340.0 of non-capital (net
    operating) losses, the income tax benefits of which have been recognized in
    the financial statements. A portion of these losses have an indefinite
    carryforward period. The other portion of these losses will expire over a
    20-year period commencing in 2005.

    The Company also has net capital losses amounting to $11.5, and has
    recognized the benefit of these losses in the financial statements.

    In assessing the realizability of deferred tax assets, management considers
    whether it is more likely than not that some portion or all of the deferred
    tax assets will not be realized. The ultimate realization of deferred tax
    assets is dependent upon the generation of future taxable income during the
    periods in which those temporary differences become deductible. Management
    considers the scheduled reversal of deferred tax liabilities, projected
    future taxable income, the character of the tax asset and tax planning
    strategies in making this assessment. In order to fully realize the deferred
    tax assets, the Company will need to generate future taxable income of
    approximately $295.0. Based upon projections of future taxable income over
    the periods in which the deferred tax assets are deductible, management
    believes that it is more likely than not that the Company will realize the
    benefits of these assets.

                                      F-20
<Page>
                                 CELESTICA INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

            (IN MILLIONS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)

15. RELATED PARTY TRANSACTIONS:

    In 2001, the Company expensed acquisition and management related fees of
    $2.1 (2000 -- $2.1; 1999 -- $2.0) and capitalized acquisition related fees
    of $Nil (2000 -- $0.5; 1999 -- $Nil) charged by its parent company.
    Management believes that the fees charged were reasonable in relation to the
    services provided.

16. PENSION AND NON-PENSION POST-RETIREMENT BENEFIT PLANS:

    The Company provides various pension and non-pension post-retirement benefit
    plans for its employees. Non-pension post-retirement benefits are available
    to all Company retirees. The benefits include medical, surgical,
    hospitalization coverage, supplemental health, dental and group life
    insurance. Certain employees participate in defined benefit plans; all other
    employees participate in defined contribution plans.

    The following information is provided with respect to the defined
    contribution plans:

<Table>
<Caption>
                                                                            YEAR ENDED DECEMBER 31
                                                                  ------------------------------------------
                                                                      1999           2000           2001
                                                                  ------------   ------------   ------------
    <S>                                                           <C>            <C>            <C>
    Period cost, plans providing pension benefits...............      $8.6          $12.8          $18.9
                                                                      ====          =====          =====
</Table>

    For the defined benefit pension plans, actuarial estimates are based on
    projections of employees' compensation levels at the time of retirement.
    Maximum retirement benefits are based upon the employees' best three
    consecutive years' earnings. The Company has funded the plans over the past
    four years based on actuarial calculations to maintain the plans on a fully
    funded basis. The most recent actuarial valuations were completed as at
    March and April 2000 and January 2001. The Company accrues the expected
    costs of providing non-pension, post-retirement benefits during the periods
    in which the employees render service.

    The estimated present value of accrued plan benefits and the estimated
    market value of the net assets available to provide for these benefits at
    December 31, 2000 and 2001 are as follows:

<Table>
<Caption>
                                                                        PENSION PLANS              OTHER BENEFIT PLANS
                                                                 ---------------------------   ---------------------------
                                                                     2000           2001           2000           2001
                                                                 ------------   ------------   ------------   ------------
    <S>                                                          <C>            <C>            <C>            <C>
    Plan assets, at fair value.................................     $188.6         $174.5         $--            $--
    Projected benefit obligations..............................      170.3          179.1           47.7           56.4
                                                                    ------         ------         ------         ------
    Excess (deficit) of plan assets over projected benefit
      obligations..............................................       18.3           (4.6)         (47.7)         (56.4)
    Unamortized past service costs.............................     --             --                4.3            4.1
    Unrecognized net loss from past experience and effects of
      changes in assumptions...................................        9.7           33.6            5.3            5.0
    Foreign currency exchange rate changes.....................       (2.2)          (0.6)        --             --
                                                                    ------         ------         ------         ------
    Deferred amount............................................     $ 25.8         $ 28.4         $(38.1)        $(47.3)
                                                                    ======         ======         ======         ======
</Table>

    The Company has one pension plan with accumulated benefit obligations in
    excess of plan assets. This plan has an accumulated benefit obligation of
    $114.2 and plan assets of $95.1.

    The Company continues to make contributions to support ongoing plan
    obligations; these contributions have been included in the deferred pension
    amount on the consolidated balance sheets.

                                      F-21
<Page>
                                 CELESTICA INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

            (IN MILLIONS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)

    Pension fund assets consist primarily of fixed income and equity securities,
    valued at market value. The following information is provided on pension
    fund assets:

<Table>
<Caption>
                                                                         PENSION PLANS
                                                                  ---------------------------
                                                                      2000           2001
                                                                  ------------   ------------
    <S>                                                           <C>            <C>
    Opening plan assets.........................................     $191.1         $188.6
    Actual return on plan assets................................        1.5          (13.1)
    Foreign currency exchange rate changes......................      (11.1)          (8.0)
    Contributions by employees..................................        2.1            2.1
    Contributions by employer...................................        7.5           10.1
    Benefits paid...............................................       (2.5)          (5.2)
                                                                     ------         ------
                                                                     $188.6         $174.5
                                                                     ======         ======
    Vested benefit obligations..................................     $100.6         $174.6
                                                                     ======         ======
    Accumulated benefit obligations.............................     $143.2         $174.6
                                                                     ======         ======
</Table>

    There are no assets recorded for the other benefit plans.

    Projected benefit obligations are outlined below:

<Table>
<Caption>
                                                                        PENSION PLANS              OTHER BENEFIT PLANS
                                                                 ---------------------------   ---------------------------
                                                                     2000           2001           2000           2001
                                                                 ------------   ------------   ------------   ------------
    <S>                                                          <C>            <C>            <C>            <C>
    Opening projected benefit obligations......................     $147.3         $170.3         $17.5          $47.7
    Service cost...............................................        7.5            8.6           1.5            7.6
    Interest cost..............................................       10.6           11.3           1.5            2.0
    Benefits paid..............................................       (2.5)          (5.2)         (0.2)          (3.8)
    Actuarial gains and losses.................................        7.3         --               0.4            4.6
    Plan amendments............................................     --                1.9           0.7          --
    Acquisitions...............................................     --             --              26.3            1.1
    Changes in assumptions.....................................        7.4           (1.9)          0.5           (1.4)
    Foreign currency exchange rate changes.....................       (7.3)          (5.9)         (0.5)          (1.4)
                                                                    ------         ------         -----          -----
                                                                    $170.3         $179.1         $47.7          $56.4
                                                                    ======         ======         =====          =====
</Table>

    Net plan expense is outlined below:

<Table>
<Caption>
                                                                      PENSION PLANS                    OTHER BENEFIT PLANS
                                                                 YEAR ENDED DECEMBER 31              YEAR ENDED DECEMBER 31
                                                            ---------------------------------   ---------------------------------
                                                              1999        2000        2001        1999        2000        2001
                                                            ---------   ---------   ---------   ---------   ---------   ---------
    <S>                                                     <C>         <C>         <C>         <C>         <C>         <C>
    Plan cost:
    Service cost -- benefits earned.......................  $     6.5   $     7.5   $     8.6   $     1.2   $     1.5   $     7.6
    Interest cost on projected benefit obligations........        9.0        10.6        11.3         1.1         1.5         2.0
    Actual return on plan assets..........................      (30.0)       (1.5)       13.1      --          --          --
    Amortization of past service costs....................     --             2.4        (5.8)     --          --          --
    Net amortization and deferral.........................       18.6       (15.0)      (21.4)        1.4         0.3         0.8
                                                            ---------   ---------   ---------   ---------   ---------   ---------
                                                            $     4.1   $     4.0   $     5.8   $     3.7   $     3.3   $    10.4
                                                            =========   =========   =========   =========   =========   =========
    Actuarial assumptions (percentages):
    Weighted average discount rate for projected benefit
      obligations.........................................  6.0 - 6.5   6.5 - 7.0   5.8 - 7.8   6.5 - 8.0   7.0 - 8.0   7.0 - 7.8
    Weighted average rate of compensation increase........  3.5 - 4.0         4.0         4.5         4.5         4.5         4.5
    Weighted average expected long-term rate of return on
      plan assets.........................................        7.5   7.3 - 7.5   7.3 - 7.8      --          --          --

    Healthcare cost trend rate............................     --          --          --       5.1 - 7.4   5.1 - 6.8   3.5 - 8.0
</Table>

    A one-percentage point increase and decrease in the assumed healthcare cost
    trend rate would increase by $0.9 and decrease by $0.7 the service cost and
    increase by $5.1 and decrease by $4.0 the accumulated obligation for other
    benefit plans for the year ended December 31, 2001.

                                      F-22
<Page>
                                 CELESTICA INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

            (IN MILLIONS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)

17. FINANCIAL INSTRUMENTS:

    FAIR VALUES:

    The following methods and assumptions were used to estimate the fair value
    of each class of financial instruments:

    (a) The carrying amounts of cash, short-term investments, accounts
       receivable, accounts payable and accrued liabilities approximate fair
       value due to the short-term nature of these instruments.

    (b) The fair values of the Company's long-term debt, including the current
       portion thereof, is estimated based on the current trading value, where
       available, or with reference to similarly traded instruments with similar
       terms.

    (c) The fair values of foreign currency contract obligations are estimated
       based on the current trading value, as quoted by brokers active in these
       markets.

    The carrying amounts and fair values of the Company's financial instruments,
    where there are differences at December 31, 2000 and 2001, are as follows:

<Table>
<Caption>
                                                                      DECEMBER 31, 2000             DECEMBER 31, 2001
                                                                 ---------------------------   ---------------------------
                                                                   CARRYING                      CARRYING
                                                                    AMOUNT       FAIR VALUE       AMOUNT       FAIR VALUE
                                                                 ------------   ------------   ------------   ------------
    <S>                                                          <C>            <C>            <C>            <C>
    Senior Subordinated Notes and other long-term debt.........     $130.0         $135.2         $143.0         $149.5
    Foreign currency contracts -- asset (liability)............     --                7.5         --               (7.4)
</Table>

    DERIVATIVES AND HEDGING ACTIVITIES:

    The Company has entered into foreign currency contracts to hedge foreign
    currency risk relating to cash flow exposures. The Company's forward
    exchange contracts do not subject the Company to risk from exchange rate
    movements because gains and losses on such contracts offset losses and gains
    on transactions being hedged. The counterparties to the contracts are
    multinational commercial banks and therefore the credit risk of counterparty
    non-performance is remote. As at December 31, 2001, the Company had
    outstanding foreign exchange contracts to sell $379.5 in exchange for
    Canadian dollars over a period of 17 months at a weighted average exchange
    rate of U.S. $0.65. In addition, the Company had exchange contracts to sell
    $191.8 in exchange for euros over a period of 15 months at a weighted
    average exchange rate of U.S. $0.88, $56.6 in exchange for British pounds
    sterling over a period of 15 months at a weighted average exchange rate of
    U.S. $1.40, $46.3 in exchange for Mexican pesos over a period of 12 months
    at a weighted average exchange rate of U.S. $0.10, $24.2 in exchange for
    Thailand baht over a period of 12 months at a weighted average exchange rate
    of U.S. $0.02 and $6.4 in exchange for Czech koruna over a period of
    12 months at a weighted average exchange rate of U.S. $0.03. At
    December 31, 2001, these contracts had a fair value liability of $7.4
    (2000 -- asset of $7.5).

    CONCENTRATION OF RISK:

    The Company is a turnkey manufacturer of sophisticated electronics for
    original equipment manufacturers engaged in the electronics manufacturing
    industry. Financial instruments that potentially subject the Company to
    concentrations of credit risk are primarily inventory repurchase obligations
    of customers, accounts receivable and cash equivalents. The Company performs
    ongoing credit evaluations of its customers' financial conditions. In
    certain instances, the Company obtains letters of credit from its customers.
    The Company considers its concentrations of credit risk in determining its
    estimates of reserves for potential credit losses. The Company maintains
    cash and cash equivalents in high quality short-term investments or on
    deposit with major financial institutions.

18. COMMITMENTS AND CONTINGENCIES:

    The Company has operating leases and license commitments that require future
    payments as follows:

<Table>
<Caption>
                                                                   OPERATING        LICENSE
                                                                     LEASES       COMMITMENTS       TOTAL
                                                                  ------------   -------------   ------------
    <S>                                                           <C>            <C>             <C>
    2002........................................................     $103.5          $0.6           $104.1
    2003........................................................       81.3         --                81.3
    2004........................................................       38.0         --                38.0
    2005........................................................       26.4         --                26.4
    2006........................................................       20.4         --                20.4
    Thereafter..................................................       89.2         --                89.2
</Table>

                                      F-23
<Page>
                                 CELESTICA INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

            (IN MILLIONS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)

    Contingent liabilities in the form of letters of credit and guarantees,
    including guarantees of employee share purchase loans, amounted to $24.1 at
    December 31, 2001 (2000 -- $12.0).

    In the normal course of operations the Company may be subject to litigation
    and claims from customers, suppliers and former employees. Management
    believes that adequate provisions have been recorded in the accounts where
    required. Although it is not possible to estimate the extent of potential
    costs, if any, management believes that the ultimate resolution of such
    contingencies would not have a material adverse effect on the financial
    position of the Company.

19. SIGNIFICANT CUSTOMERS:

    During 2001, three customers individually comprised 23%, 21% and 11% of
    total revenue across all geographic segments. At December 31, 2001, two
    customers represented 14% and 26% of total accounts receivable.

    During 2000, two customers individually comprised 25% and 21% of total
    revenue across all geographic segments. At December 31, 2000, two customers
    represented 21% and 26% of total accounts receivable.

    During 1999, three customers individually comprised 25%, 18% and 12% of
    total revenue across all geographic segments. At December 31, 1999, two
    customers represented 14% and 15% of total accounts receivable.

20. SEGMENTED INFORMATION:

    The Company's operations fall into one dominant industry segment, the
    electronics manufacturing services industry. The Company manages its
    operations, and accordingly determines its operating segments, on a
    geographic basis. The performance of geographic operating segments is
    monitored based on EBIAT (earnings before interest, income taxes,
    amortization of intangible assets, integration costs related to acquisitions
    and other charges). The Company monitors enterprise-wide performance based
    on adjusted net earnings, which is calculated as net earnings (loss) before
    amortization of intangible assets, integration costs related to acquisitions
    and other charges, net of related income taxes. Inter-segment transactions
    are reflected at market value.

    The following is a breakdown of: revenue; EBIAT, adjusted net earnings
    (which is after income taxes); capital expenditures; total assets;
    intangible assets; and capital assets by operating segment. Certain
    comparative information has been restated to reflect changes in the
    management of operating segments.

<Table>
<Caption>
                                                                            YEAR ENDED DECEMBER 31
                                                                  ------------------------------------------
                                                                      1999           2000           2001
                                                                  ------------   ------------   ------------
    <S>                                                           <C>            <C>            <C>
    REVENUE
    Americas....................................................    $3,587.5       $6,542.7      $ 6,334.6
    Europe......................................................     1,108.6        2,823.3        3,001.3
    Asia........................................................       710.2          871.6          991.1
    Elimination of inter-segment revenue........................      (109.1)        (485.5)        (322.6)
                                                                    --------       --------      ---------
                                                                    $5,297.2       $9,752.1      $10,004.4
                                                                    ========       ========      =========
</Table>

<Table>
<Caption>
                                                                            YEAR ENDED DECEMBER 31
                                                                  ------------------------------------------
                                                                      1999           2000           2001
                                                                  ------------   ------------   ------------
    <S>                                                           <C>            <C>            <C>
    EBIAT
    Americas....................................................     $114.2         $200.1        $ 192.9
    Europe......................................................       42.8          121.1          128.5
    Asia........................................................       23.3           40.7           49.7
                                                                     ------         ------        -------
                                                                      180.3          361.9          371.1
    Interest, net...............................................      (10.7)          19.0            7.9
    Amortization of intangible assets...........................      (55.6)         (88.9)        (125.0)
    Integration costs related to acquisitions...................       (9.6)         (16.1)         (22.8)
    Other charges...............................................     --             --             (273.1)
                                                                     ------         ------        -------
    Earnings (loss) before income taxes.........................     $104.4         $275.9        $ (41.9)
                                                                     ======         ======        =======
    Adjusted net earnings.......................................     $123.0         $304.1        $ 320.6
                                                                     ======         ======        =======
</Table>

                                      F-24
<Page>
                                 CELESTICA INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

            (IN MILLIONS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)

<Table>
<Caption>
                                                                            YEAR ENDED DECEMBER 31
                                                                  ------------------------------------------
                                                                      1999           2000           2001
                                                                  ------------   ------------   ------------
    <S>                                                           <C>            <C>            <C>
    CAPITAL EXPENDITURES
    Americas....................................................     $138.0         $154.0         $107.9
    Europe......................................................       29.1           86.9           55.4
    Asia........................................................       44.7           41.9           36.0
                                                                     ------         ------         ------
                                                                     $211.8         $282.8         $199.3
                                                                     ======         ======         ======
</Table>

<Table>
<Caption>
                                                                       AS AT DECEMBER 31
                                                                  ---------------------------
                                                                      2000           2001
                                                                  ------------   ------------
    <S>                                                           <C>            <C>
    TOTAL ASSETS
    Americas....................................................    $3,444.6       $3,408.2
    Europe......................................................     1,904.7        1,626.3
    Asia........................................................       588.7        1,598.4
                                                                    --------       --------
                                                                    $5,938.0       $6,632.9
                                                                    ========       ========
    INTANGIBLE ASSETS
    Americas....................................................    $  307.8       $  516.4
    Europe......................................................       196.6          165.6
    Asia........................................................        73.9          874.0
                                                                    --------       --------
                                                                    $  578.3       $1,556.0
                                                                    ========       ========
    CAPITAL ASSETS
    Americas....................................................    $  327.0       $  468.0
    Europe......................................................       216.0          279.1
    Asia........................................................        90.4          168.0
                                                                    --------       --------
                                                                    $  633.4       $  915.1
                                                                    ========       ========
</Table>

    The following table details the Company's external revenue allocated by
    manufacturing location among foreign countries exceeding 10%:

<Table>
<Caption>
                                                                            YEAR ENDED DECEMBER 31
                                                                  ------------------------------------------
                                                                      1999           2000           2001
                                                                  ------------   ------------   ------------
    <S>                                                           <C>            <C>            <C>
    REVENUE
    Canada......................................................      43%            28%            20%
    United States...............................................      22%            30%            35%
    Italy.......................................................    --               10%            13%
    United Kingdom..............................................      19%            17%            11%
</Table>

21. SUBSEQUENT EVENT:

    In January 2002, the Company entered into an agreement with NEC Corporation
    to purchase certain manufacturing assets in Miyagi and Yamanashi, Japan.
    This acquisition is expected to close in the first quarter of 2002.

                                      F-25
<Page>
                                 CELESTICA INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

            (IN MILLIONS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)

22. CANADIAN AND UNITED STATES ACCOUNTING POLICY DIFFERENCES:

    The consolidated financial statements of the Company have been prepared in
    accordance with generally accepted accounting principles ("GAAP") as applied
    in Canada. The significant differences between Canadian and United States
    GAAP and their effect on the consolidated financial statements of the
    Company are described below:

    CONSOLIDATED STATEMENTS OF EARNINGS (LOSS):

    The following table reconciles net earnings (loss) as reported in the
    accompanying consolidated statements of earnings (loss) to net earnings
    (loss) that would have been reported had the consolidated financial
    statements been prepared in accordance with United States GAAP:

<Table>
<Caption>
                                                                            YEAR ENDED DECEMBER 31
                                                                  ------------------------------------------
                                                                      1999           2000           2001
                                                                  ------------   ------------   ------------
    <S>                                                           <C>            <C>            <C>
    Net earnings (loss) in accordance with Canadian GAAP........     $68.4          $206.7         $(39.8)
    Compensation expense (a)....................................      (1.9)           (2.5)          (3.2)
    Interest expense on convertible debt, net of tax of $9.5
      (2000 -- $3.8) (b)........................................     --               (6.8)         (17.7)
    Other charges (c)...........................................     --             --               (2.7)
    Gain on foreign exchange contract, net of tax of $3.6 (d)...     --             --               12.1
                                                                     -----          ------         ------
    Net earnings (loss) in accordance with United States GAAP...     $66.5          $197.4         $(51.3)

    Other comprehensive income:
    Cumulative effect of a change in accounting policy, net of
      tax of $1.9 (e)...........................................     --             --                5.6
    Net loss on derivatives designated as hedges, net of tax of
      $3.2 (e)..................................................     --             --              (11.7)
    Minimum pension liability, net of tax of $6.4 (f)...........     --             --              (14.9)
    Foreign currency translation adjustment.....................      (3.5)         --                1.2
                                                                     -----          ------         ------
    Comprehensive income (loss) in accordance with United States
      GAAP......................................................     $63.0          $197.4         $(71.1)
                                                                     =====          ======         ======
</Table>

    The following table sets forth the computation of United States GAAP basic
    and diluted earnings (loss) per share:

<Table>
<Caption>
                                                                            YEAR ENDED DECEMBER 31
                                                                  ------------------------------------------
                                                                      1999           2000           2001
                                                                  ------------   ------------   ------------
    <S>                                                           <C>            <C>            <C>
    Earnings (loss) available to shareholders -- basic..........     $ 66.5         $197.4         $(51.3)
    Add: Interest expense on convertible debt, net of tax.......     --                6.8           17.7
                                                                     ------         ------         ------
    Earnings (loss) available to shareholders -- diluted........     $ 66.5         $204.2         $(33.6)

    Weighted average shares -- basic (in millions)..............      167.2          199.8          213.9
    Weighted average shares -- diluted (in millions)(1).........      171.2          211.8          213.9

    Basic earnings (loss) per share.............................     $ 0.40         $ 0.99         $(0.24)
    Diluted earnings (loss) per share...........................     $ 0.39         $ 0.96         $(0.24)
    ---------------
</Table>

    (1) For 2001, excludes the effect of options and convertible debt as they
       are anti-dilutive due to the loss.

                                      F-26
<Page>
                                 CELESTICA INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

            (IN MILLIONS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)

    The cumulative effect of these adjustments on shareholders' equity of the
    Company is as follows:

<Table>
<Caption>
                                                                              AS AT DECEMBER 31
                                                                  ------------------------------------------
                                                                      1999           2000           2001
                                                                  ------------   ------------   ------------
    <S>                                                           <C>            <C>            <C>
    Shareholders' equity in accordance with Canadian GAAP.......    $1,658.2       $3,469.3       $4,745.6
    Compensation expense (a)....................................        (8.1)         (10.6)         (13.8)
    Capital stock (a)...........................................         6.1            8.6           11.8
    Interest expense on convertible debt, net of tax (b)........      --               (6.8)         (24.5)
    Convertible debt (b)........................................      --             (860.5)        (886.8)
    Convertible debt accretion, net of tax (b)..................      --                5.4           20.4
    Other charges (c)...........................................      --             --               (2.7)
    Gain on foreign exchange contract, net of tax (d)...........      --             --               12.1
    Net loss on cash flow hedges (e)............................      --             --               (6.1)
    Minimum pension liability, net of tax (f)...................      --             --              (14.9)
                                                                    --------       --------       --------
    Shareholders' equity in accordance with United States
      GAAP......................................................    $1,656.2       $2,605.4       $3,841.1
                                                                    ========       ========       ========
    ---------------
</Table>

    (a) In 1998, the Company amended the vesting provisions of 6.2 million
       employee stock options issued in 1997 and 1998. Under the previous
       vesting provisions, such options vested based on the achievement of
       earnings targets. A portion of these options now vest over a specified
       time period and the balance vested on completion of the initial public
       offering in 1998. Under United States GAAP, this amendment required a new
       measurement date for purposes of accounting for compensation expense,
       resulting in a charge equal to the aggregate difference between the fair
       value of the underlying subordinate voting shares at the date of the
       amendment and the exercise price for such options. As a result, under
       United States GAAP the Company has and will record an aggregate $15.6
       non-cash stock compensation charge to be reflected in earnings and
       capital stock over the vesting period as follows: 1998 -- $4.2;
       1999 -- $1.9; 2000 -- $2.5; 2001 -- $3.2; 2002 -- $3.8. No similar charge
       is required to be recorded by the Company under Canadian GAAP.

    (b) Under Canadian GAAP, the Company recorded the convertible debt as an
       equity instrument and recorded accretion charges to retained earnings.
       Under United States GAAP, the convertible debt was recorded as a
       long-term liability and, accordingly, the Company recorded the accretion
       charges and amortization of debt issue costs to interest expense.

    (c) In 2001, the Company recorded a charge to write-down goodwill, which was
       measured using undiscounted cash flows. United States GAAP requires the
       use of discounted cash flows, resulting in an additional charge of $2.7.

    (d) In 2001, the Company entered into a forward exchange contract to hedge
       the cash portion of the purchase price for the Omni acquisition. The
       transaction does not qualify for hedge accounting treatment under SFAS
       No. 133 which specifically precludes hedges of forecasted business
       combinations. As a result, the gain on the exchange contract of $15.7,
       less tax of $3.6, is recognized in income for United States GAAP. For
       Canadian GAAP, the gain on the contract was included in the cost of the
       acquisition, resulting in a goodwill value that is $15.7 lower for
       Canadian GAAP than United States GAAP.

    (e) The Financial Accounting Standards Board (FASB) has issued SFAS No. 133
       "Accounting for Derivative Instruments and Hedging Activities" and SFAS
       No. 138 which amends SFAS No. 133. SFAS No. 133 establishes methods of
       accounting for derivative financial instruments and hedging activities
       related to those instruments as well as other hedging activities. The
       standard requires that all derivatives be recorded on the balance sheet
       at fair value. The Company has implemented SFAS No. 133 for 2001 for
       purposes of the United States GAAP reconciliation. The Company enters
       into forward exchange contracts to hedge certain forecasted cash flows.
       The contracts are for periods consistent with the forecasted
       transactions. All relationships between hedging instruments and hedged
       items, as well as risk management objectives and strategies, are
       documented. Changes in the spot value of the foreign currency contracts
       that are designated, effective and qualify as cash flow hedges of
       forecasted transactions are reported in accumulated other comprehensive
       income and are reclassified into the same component of earnings and in
       the same period as the hedged transaction is recognized. Accordingly, on
       January 1, 2001, the Company recorded an asset in the amount of $7.5 and
       a corresponding credit to other comprehensive income as a cumulative
       effect type adjustment to reflect the initial mark-to-market on the
       foreign currency contracts pursuant to United States GAAP. At
       December 31, 2001, the Company has recorded a liability of $7.4 and has
       recorded the corresponding adjustments to other comprehensive income and
       earnings. It is expected that $7.0 of net losses reported in accumulated
       other comprehensive income will be reclassified into earnings during the
       period ended December 31, 2002. Under Canadian GAAP, the derivative
       instruments are not marked to market and the related, off-balance sheet
       gains and losses are recognized in earnings in the same period as the
       hedged transactions.

    (f) Under United States GAAP, the Company is required to record an
       additional minimum pension liability for one of its plans to reflect the
       excess of the accumulated benefit obligations over the fair value of the
       plan assets. Other comprehensive income has been charged with $14.9, net
       of tax of $6.4. No such adjustments are required under Canadian GAAP.

                                      F-27
<Page>
                                 CELESTICA INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

            (IN MILLIONS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)

    OTHER DISCLOSURES REQUIRED UNDER UNITED STATES GAAP:

    (a) Stock based compensation:

       The Company measures compensation costs related to stock options granted
       to employees using the intrinsic value method as prescribed by APB
       Opinion No. 25, "Accounting for Stock Issued to Employees" as permitted
       by SFAS No. 123. However, SFAS No. 123 does require the disclosure of
       pro forma net earnings (loss) and earnings (loss) per share information
       as if the Company had accounted for its employee stock options under the
       fair value method prescribed by SFAS No. 123. Accordingly, the fair value
       of the options issued was determined using the Black-Scholes option
       pricing model with the following assumptions: risk-free rate of 5.4%
       (2000 -- 5.4%; 1999 -- 5%), dividend yield of 0%, a volatility factor of
       the expected market price of the Company's shares of 70% (2000 -- 70%;
       1999 -- 47%); and a weighted-average expected option life of 7.5 years in
       2001 (2000 -- 7.5 years; 1999 -- 5 years). The weighted-average grant
       date fair values of options issued in 2001 was $34.31 per share
       (2000 -- $40.49 per share; 1999 -- $10.24 per share). For purposes of
       pro forma disclosures, the estimated fair value of the options is
       amortized to income over the vesting period. For the year ended
       December 31, 2001, the Company's United States GAAP pro forma loss is
       $97.1 and basic loss per share is $0.45 (2000 -- earnings of $176.2 and
       $0.88 per share; 1999 -- earnings of $52.3 and $0.31 per share).

    (b) Accumulated other comprehensive income (loss):

<Table>
<Caption>
                                                                                YEAR ENDED DECEMBER 31
                                                                      ------------------------------------------
                                                                          1999           2000           2001
                                                                      ------------   ------------   ------------
        <S>                                                           <C>            <C>            <C>
        Opening balance of accumulated net gain on cash flow
          hedges....................................................     $--            $--            $--
        Cumulative effect of a change in accounting policy, net
          of tax (e)................................................     --             --                5.6
        Net loss on derivatives designated as hedges (e)............     --             --              (11.7)
                                                                         -----          -----          ------
        Closing balance of accumulated net loss on cash
          flow hedges...............................................     --             --               (6.1)
        Opening balance of foreign currency translation account.....      (0.6)          (4.1)           (4.1)
        Foreign currency translation gain (loss)....................      (3.5)         --                1.2
                                                                         -----          -----          ------
        Closing balance of foreign currency translation account.....      (4.1)          (4.1)           (2.9)
        Minimum pension liability, net of tax (f)...................     --             --              (14.9)
                                                                         -----          -----          ------
        Accumulated other comprehensive loss........................     $(4.1)         $(4.1)         $(23.9)
                                                                         =====          =====          ======
</Table>

    (c) Under United States GAAP, the subtotal "cash from earnings" would be
       excluded from the consolidated statements of cash flows.

    (d) New United States accounting pronouncements:

       In July 2001, the FASB issued Statement No. 141 "Business Combinations"
       and Statement No. 142 "Goodwill and Intangible Assets." These statements
       are substantially consistent with CICA Sections 1581 and 3062 (refer to
       note 2(n)) except that under United States GAAP, any transitional
       impairment charge is recognized in earnings as a cumulative effect of a
       change in accounting principle. Under Canadian GAAP, the cumulative
       adjustment is recognized in opening retained earnings.

       In October 2001, FASB issued Statement No. 144 "Accounting for the
       Impairment or Disposal of Long-Lived Assets," which retains the
       fundamental provisions of SFAS 121 for recognizing and measuring
       impairment losses of long-lived assets other than goodwill. Statement 144
       also broadens the definition of discontinued operations to include all
       distinguishable components of an entity that will be eliminated from
       ongoing operations. This Statement is effective for the Company's fiscal
       year commencing January 1, 2002, to be applied prospectively. In
       August 2001, SFAS 143 "Accounting for Asset Retirement Obligations" was
       approved and requires that the fair value of an asset retirement
       obligation be recorded as a liability, at fair value, in the period in
       which the Company incurs the obligation. SFAS 143 is effective for the
       Company's fiscal year commencing January 1, 2003. The Company expects the
       adoption of these standards will have no material impact on its financial
       position, results of operations or cash flows.

                                      F-28
<Page>
                                 CELESTICA INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

            (IN MILLIONS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)

                                [EXHIBIT INDEX]

<Table>
<Caption>
EXHIBIT
NUMBER                      DESCRIPTION
- -------                     -----------
<S>                         <C>                                                           <C>
1.                          Articles of Incorporation and by-laws as currently in
                            effect:

1.1                         Certificate and Articles of Incorporation(1)

1.2                         Certificate and Articles of Amendment effective October 22,
                            1996(1)

1.3                         Certificate and Articles of Amendment effective January 24,
                            1997(1)

1.4                         Certificate and Articles of Amendment effective October 8,
                            1997(1)

1.5                         Certificate and Articles of Amendment effective April 29,
                            1998(2)

1.6                         Articles of Amendment effective June 26, 1998(3)

1.7                         Restated Articles of Incorporation effective June 26,
                            1998(3)

1.8                         Bylaw No. 1(4)

1.9                         Bylaw No. 2(1)

2.                          Instruments defining rights of holders of equity or debt
                            securities:

2.1                         See Certificate and Articles of Incorporation and amendments
                            thereto identified above.

2.2                         Form of Subordinate Voting Share Certificate(5)

2.3                         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)(6)

2.4                         Guarantee Agreement, dated as of November 18, 1996, between
                            Celestica, Inc. and The Chase Manhattan Bank, as Trustee(6)

2.5                         Guarantee Agreement, dated as of November 18, 1996, between
                            Celestica Corporation and The Chase Manhattan Bank, as
                            Trustee(6)

2.6                         Supplemental Indenture, dated as of July 7, 1998, among
                            Celestica International Inc., Celestica Inc. and The Chase
                            Manhattan Bank, as Trustee(3)

2.7                         Supplemental Indenture, dated as of May 26, 2000, between
                            Celestica Inc. and The Chase Manhattan Bank, as Trustee(7)

2.8                         Indenture, dated as of August 1, 2000, between
                            Celestica Inc. and The Chase Manhattan Bank, as Trustee
                            (including forms of the Outstanding Notes)(8)

2.10                        Amended and Restated Credit Agreement, dated as of July 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(9)
</Table>

<Page>
                                 CELESTICA INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

            (IN MILLIONS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)

<Table>
<Caption>
EXHIBIT
NUMBER                      DESCRIPTION
- -------                     -----------
<S>                         <C>                                                           <C>
2.11                        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(9)

2.12                        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.(9)

3.                          Certain Contracts:

3.1                         Management Services Agreement, dated as of July 7, 1998,
                            among Celestica Inc., Celestica North America Inc. and Onex
                            Corporation(5)

3.2                         Quota (Share) Purchase Agreement, dated February 9, 2000,
                            between Celestica Inc., Celestica Europe Inc., IBM
                            Italia S.p.A. and IBM Semea Servizi Finanziari S.p.A.(4)*

3.3                         Quota Purchase Agreement, dated June 22, 2000, between NEC
                            do Brasil S.A. and Celestica Inc.(4)*

3.4                         Amended and Restated Asset Purchase Agreement, dated as of
                            December 5, 2000, between Celestica Corporation, Celestica
                            Ireland Limited, Motorola, Inc. and Motorola B.V.(4)*

3.5                         Asset Purchase Agreement, dated as of February 19, 2001, by
                            and between Avaya Inc. and Celestica Corporation(4)*

3.6                         Amendment No. 1 to the Asset Purchase Agreement, dated as of
                            May 4, 2001, by and between Avaya Inc. and Celestica
                            Corporation(4)

3.7                         Arrangement Agreement, dated May 31, 2001, between
                            Celestica Inc. and Primetech Electronics Inc.

3.8                         Merger Agreement, dated as of June 15, 2001, between Omni
                            Industries Limited and Celestica Inc.

3.9                         Asset Purchase Agreement, dated as of July 24, 2001, between
                            Lucent Technologies Inc. and Celestica Corporation**

3.10                        Asset Purchase Agreement, dated as of July 24, 2001, between
                            Lucent Technologies Inc. and Celestica Corporation**

3.11                        Employment Agreement, dated as of October 22, 1996, by and
                            between Celestica, Inc. and Eugene V. Polistuk(1)

3.12                        Employment Agreement, dated as of October 22, 1996, by and
                            between Celestica, Inc. and Anthony P. Puppi(1)

3.13                        Employment Agreement, dated as of October 22, 1996, by and
                            between Celestica, Inc. and Daniel P. Shea(1)

3.14                        Employment Agreement, dated as of October 22, 1996, by and
                            between Celestica, Inc. and Douglas C. McDougall(1)
</Table>

<Page>
                                 CELESTICA INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

            (IN MILLIONS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)

<Table>
<Caption>
EXHIBIT
NUMBER                      DESCRIPTION
- -------                     -----------
<S>                         <C>                                                           <C>
3.15                        Employment Agreement, dated as of June 30, 1998, by and
                            between Celestica Inc. and R. Thomas Tropea(10)

3.16                        Celestica, Inc. -- Celestica Retirement Plan (Canada)(2)

3.17                        D2D Employee Share Purchase and Option Plan (1997)(2)

3.18                        Celestica 1997 U.K. Approved Share Option Scheme(1)

3.19                        1998 U.S. Executive Share Purchase and Option Plan(11)

8.1                         Subsidiaries of Registrant
</Table>

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

*   Request for confidential treatment granted. Confidential portions of this
    document have been redacted and filed separately with the Securities and
    Exchange Commission.

**  Confidential treatment requested. Confidential portions of this document
    have been redacted and filed separately with the Securities and Exchange
    Commission.

(1) Incorporated by reference to the Registration Statement on Form F-1 of
    Celestica Inc. filed on April 29, 1998 (Registration No. 333-8700).

(2) Incorporated by reference to Amendment No. 1 to the Registration Statement
    on Form F-1 of Celestica Inc.
    filed on June 1, 1998 (Registration No. 333-8700).

(3) Incorporated by reference to the Registration Statement on Form F-1 of
    Celestica Inc. filed on February 16, 1999 (Registration No. 333-10030).

(4) Incorporated by reference to the Annual Report on Form 20-F of
    Celestica Inc. filed on May 22, 2001.

(5) 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).

(6) 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).

(7) Incorporated by reference to the Registration Statement on Form F-3 of
    Celestica Inc. filed on July 11, 2000 (Registration No. 333-12272).

(8) Incorporated by reference to the Current Report on Form 6-K of
    Celestica Inc. for the month of August, 2000.

(9) Incorporated by reference to the Registration Statement on Form F-3 of
    Celestica Inc. filed on September 10, 2001 (Registration No. 333-69278).

(10) Incorporated by reference to the Annual Report on Form 20-F of
    Celestica Inc. filed on May 18, 2000.

(11) Incorporated by reference to the Registration Statement on Form S-8 of
    Celestica Inc. filed on October 8, 1998 (Registration No. 333-9500).

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.7
<SEQUENCE>3
<FILENAME>a2074474zex-3_7.txt
<DESCRIPTION>EXHIBIT 3.7
<TEXT>

<PAGE>

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

                              ARRANGEMENT AGREEMENT

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




                                     BETWEEN



                                 CELESTICA INC.



                                       and



                           PRIMETECH ELECTRONICS INC.







                                  MAY 31, 2001


<PAGE>



                                TABLE OF CONTENTS

                                    ARTICLE 1

                                 INTERPRETATION

 1.1      Definitions.........................................................2
 1.2      Construction........................................................7
 1.3      Currency............................................................8
 1.4      Knowledge...........................................................8

                                    ARTICLE 2

                                 THE ARRANGEMENT

 2.1      Interim Order.......................................................8
 2.2      Final Order.........................................................9
 2.3      Articles of Arrangement and Effective Date..........................9
 2.4      Meeting.............................................................9
 2.5      Shareholder and Optionholder Approval..............................10

                                    ARTICLE 3

                   REPRESENTATIONS AND WARRANTIES OF CELESTICA

 3.1      Organization and Qualification.....................................10
 3.2      Authority Relative to this Agreement...............................10
 3.3      Issuances of Celestica Subordinate Voting
                   Shares Pursuant to the Plan of Arrangement................11
 3.4      Public Filings.....................................................12
 3.5      Financial Statements...............................................12
 3.6      Absence of Certain Changes or Events...............................13

                                    ARTICLE 4

                         REPRESENTATIONS AND WARRANTIES
                                  OF PRIMETECH

 4.1      Organization and Qualification.....................................13
 4.2      Authority Relative to this Agreement...............................13
 4.3      Capitalization.....................................................14
 4.4      Subsidiary.........................................................15
 4.5      Title to Properties................................................15
 4.6      Inventories........................................................16
 4.7      Intellectual Property..............................................16
 4.8      Insurance..........................................................16


                                       -i-

<PAGE>


4.9      Contracts...........................................................17
4.10     Compliance with Laws; Licences......................................17
4.11     Financial Statements................................................17
4.12     Books and Records...................................................18
4.13     Absence of Changes..................................................18
4.14     Taxes...............................................................19
4.15     Litigation, Etc.....................................................20
4.16     Environmental.......................................................20
4.17     Employees...........................................................22
4.18     Benefit Plans.......................................................23
4.19     Customers...........................................................23
4.20     Public Filings......................................................24
4.21     Approval of Arrangement.............................................24
4.22     Full Disclosure.....................................................24

                                    ARTICLE 5

                                    COVENANTS

5.1      Public Statements...................................................25
5.2      Listing of Celestica Subordinate Voting Shares......................25
5.3      Covenants of Primetech..............................................25
5.4      Covenants of Celestica..............................................30
5.5      Covenants Regarding Non-Solicitation................................32
5.6      Notice by Primetech of Superior Proposal Determination..............34
5.7      Break Fee Event.....................................................34
5.8      Employment Agreements, Pension Plan and Options.....................35
5.9      Access to Information and Properties................................35
5.10     Further Assurances..................................................36
5.11     Directors' and Officers' Insurance..................................36

                                    ARTICLE 6

                          CONDITIONS TO THE ARRANGEMENT

6.1      Mutual Conditions Precedent.........................................36
6.2      Celestica Conditions Precedent......................................37
6.3      Primetech Conditions Precedent......................................40
6.4      No Waiver, Etc......................................................42
6.5      Merger of Conditions................................................42

                                    ARTICLE 7

                        AMENDMENT, TERMINATION AND WAIVER

7.1      Amendment...........................................................42


                                      -ii-

<PAGE>


 7.2      Mutual Understanding Regarding Amendments..........................43
 7.3      Termination........................................................43
 7.4      Waiver.............................................................44
 7.5      Effect of Termination..............................................44

                                    ARTICLE 8

                                     GENERAL

 8.1      Expenses...........................................................44
 8.2      Remedies...........................................................44
 8.3      Notices............................................................45
 8.4      Investigation......................................................46
 8.5      Severability.......................................................46
 8.6      Entire Agreement, Assignment and Governing Law.....................46
 8.7      Binding Effect.....................................................47
 8.8      Counterparts.......................................................47
 8.9      English Language...................................................47


                                      -iii-

<PAGE>


                              ARRANGEMENT AGREEMENT


                  THIS AGREEMENT made the 31st day of May, 2001.

B E T W E E N:


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

                                    (hereinafter, "CELESTICA"),

                                    - and -

                                    PRIMETECH ELECTRONICS INC.,
                                    a corporation incorporated under the
                                    CANADA BUSINESS CORPORATIONS ACT

                                    (hereinafter, "PRIMETECH").


                  WHEREAS Primetech intends to propose to its shareholders at
the Meeting (as hereinafter defined) a statutory plan of arrangement under
section 192 of the CANADA BUSINESS CORPORATIONS ACT on the terms of the Plan of
Arrangement (as hereinafter defined);

                  AND WHEREAS John McAllister Holdings Inc. ("JM Holdings") and
Timothy Casey Holdings Inc. ("TC Holdings") are the registered and beneficial
owners of 3,152,502 and 3,103,821 Primetech Common Shares (as hereinafter
defined), respectively, representing approximately 20.4% and 20.0% of the issued
and outstanding Primetech Common Shares, respectively, and McAllister is the
registered and beneficial owner of all of the issued and outstanding shares of
JM Holdings;

                  AND WHEREAS each Principal Shareholder has expressed its
intention to vote the Primetech Common Shares and Primetech Options held by such
Principal Shareholder, or in respect of which such Principal Shareholder is
entitled to exercise the voting rights attaching thereto, in favour of the
Arrangement and has entered into a Support Agreement (as hereinafter defined);

                  AND WHEREAS the Primetech Board of Directors, after
consultation with its legal and financial advisors, has unanimously determined
that the Arrangement is fair to the Shareholders and Optionholders and in the
best interests of Primetech and has resolved to enter into this Agreement and to
recommend that the Shareholders and Optionholders vote in favour of the
Arrangement, all on the terms and subject to the conditions contained herein;


<PAGE>


                                      - 2 -


                  NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration
of the premises and the covenants and agreements herein contained and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by each Party to the others, the Parties covenant and agree as
follows:


                                    ARTICLE 1

                                 INTERPRETATION

1.1               DEFINITIONS.

                  In this Agreement and, unless otherwise defined, in the
Exhibits, the following terms have the following meanings, respectively:

"ACQUISITION PROPOSAL" means any merger, amalgamation, take-over bid, sale of
material assets (or any lease, long-term supply agreement or other arrangement
having the same economic effect as a sale), any material issue or sale of
treasury shares or rights or interests therein or thereto or similar
transactions or series of transactions involving Primetech or the Subsidiary, or
a proposal to do so, excluding the Arrangement;

"AGREEMENT" means this agreement including the Exhibits hereto and all
amendments hereto made in accordance with Section 7.1;

"ARRANGEMENT" means the proposed arrangement involving Primetech and its
Shareholders and Optionholders under the provisions of section 192 of the CBCA,
on and subject to the terms and conditions set forth in the Plan of Arrangement
and all amendments thereto made in accordance with Section 7.1;

"BUSINESS DAY" means a day other than a Saturday, Sunday or day on which
Canadian chartered banks are authorized or required by Law to be closed in
Toronto, Ontario or Montreal, Quebec;

"CBCA" means the CANADA BUSINESS CORPORATIONS ACT;

"CELESTICA MATERIAL ADVERSE EFFECT" means a material adverse effect on the
business, operations (including results of operations), assets, properties or
condition (financial or otherwise) of Celestica and its subsidiaries taken as a
whole, but excluding any change, event or occurrence that: (a) relates to the
Canadian or United States economy or securities markets in general; (b) is
reasonably attributable to the announcement of this Agreement and the
transactions contemplated hereby; or (c) applies to the electronics
manufacturing services industry generally;

"CELESTICA NDA" means the non-disclosure, exclusivity and standstill agreement
dated March 21, 2001 between Celestica, Primetech, JM Holdings and TC Holdings,
as amended;


<PAGE>


                                      - 3 -


"CELESTICA PUBLIC DOCUMENTS" means documents or information filed by Celestica
under applicable securities Laws since and including January 1, 2000 to and
including the date hereof, including Celestica's: (a) annual report to the
shareholders for the year ended December 31, 2000; (b) management information
circular and proxy statement dated March 9, 2001 in respect of the annual and
special meeting of the shareholders held April 18, 2001; (c) annual report on
Form 20-F for the year ended December 31, 1999, dated May 18, 2000; (d) interim
consolidated financial statements for the three-month period ended March 31,
2001; and (e) press releases and material change reports filed under applicable
securities Laws since and including January 1, 2000;

"CELESTICA SUBORDINATE VOTING SHARES" means subordinate voting shares in the
capital of Celestica;

"COMPETITION ACT" means the COMPETITION ACT (Canada);

"COURT" means the Superior Court of Quebec, District of Montreal, unless
otherwise agreed to by Celestica and Primetech;

"DIRECTOR" means the Director appointed pursuant to section 260 of the CBCA;

"DISSENT RIGHTS" means the right of a Shareholder to dissent in respect of the
Arrangement pursuant to the procedures set forth in section 190 of the CBCA and
Section 3.1 of the Plan of Arrangement;

"EFFECTIVE DATE" means the effective date of the Arrangement, being the date
shown on the certificate of arrangement to be issued by the Director under the
CBCA giving effect to the Arrangement;

"EFFECTIVE TIME" means 12:01 a.m. (Montreal time) on the Effective Date;

"EMPLOYEE" has the meaning set out in Subsection 4.17(d);

"EMPLOYMENT AGREEMENTS" means, collectively, (a) the employment agreement dated
June 12, 1998 between Primetech and John McAllister; (b) the employment
agreement dated June 12, 1998 between Primetech and Gordon Gray; (c) the
employment agreement dated March 16, 2001 between Primetech and David Brown; and
(d) the employment agreement dated March 16, 2001 between Primetech and Don
Graveson;

"ENCUMBRANCE" includes any mortgage, pledge, assignment, charge, lien, claim,
security interest, adverse interest in property, other third party interest or
encumbrance of any kind, whether contingent or absolute, and any agreement,
option, right or privilege (whether by Law, contract or otherwise) capable of
becoming any of the foregoing;

"ENVIRONMENTAL LAWS" has the meaning set out in Subsection 4.16(a);

"EXCHANGED OPTION" has the meaning set out in the Plan of Arrangement;


<PAGE>


                                      - 4 -


"FINAL ORDER" means the final order of the Court approving the Arrangement, as
such may be amended or varied at any time prior to the Effective Date;

"GOVERNMENTAL ENTITY" means any: (a) multinational, federal, provincial, state,
regional, municipal, local or other government, governmental or public
department, central bank, court, tribunal, arbitral body, commission, board,
bureau or agency, domestic or foreign; (b) any subdivision, agent, commission,
board or authority of any of the foregoing; or (c) any quasi-governmental or
private body exercising any regulatory, expropriation or taxing authority under
or for the account of any of the foregoing;

"HAZARDOUS SUBSTANCE" has the meaning set out in Subsection 4.16(a);

"INFORMATION CIRCULAR" means the management proxy circular of Primetech in both
the English and French languages seeking approval of the Arrangement to be sent
to Shareholders and Optionholders in connection with the Meeting;

"INTELLECTUAL PROPERTY" means industrial and intellectual property under the
Laws of Canada and other jurisdictions, including all:

         (a)      trade secrets, confidential information and confidential
                  know-how, including all unpatented inventions, customer and
                  supplier lists, formulae, systems, methodologies, processes,
                  documents, works, designs, prototypes, materials,
                  technologies, inventor's notes, unpublished studies and data,
                  research designs, research results and notes, prototypes,
                  drawings, design and construction specifications, production,
                  operating and quality control manuals, marketing strategies,
                  and current or proposed business opportunities;

         (b)      copyrights and all waivers of moral rights associated with
                  copyrights, including all copyrights and moral rights in
                  software and world wide web pages, and also rights to graphic
                  design and user interface elements and "look and feel", and
                  databases;

         (c)      industrial designs, design patents and other designs;

         (d)      mask works and integrated circuit topographies;

         (e)      patents;

         (f)      registered and unregistered trade-marks, service marks, sound
                  marks, trade names, brand names, trade dress, indicia,
                  distinguishing guises, logos, designs, business names, domain
                  names, Internet protocol addresses and classes of Internet
                  protocol addresses, any other source or business identifiers
                  and fictitious characters, and all goodwill associated with
                  the foregoing; and


<PAGE>


                                      - 5 -


         (g)      all rights to take legal action in respect of past
                  infringement of the property described in (i) to (vi) above,

and all registrations, applications for registration, reissues, extensions,
renewals, divisions, continuations, continuations-in-part, proprietary
information, documentation, Licences, registered user agreements and other
agreements relating to the foregoing;

"INTERIM ORDER" means the interim order of the Court to be issued pursuant to
the application referred to in Section 2.1;

"INVENTORY" means all of the inventory of Primetech and the Subsidiary,
including the raw material, work-in-process and finished goods inventory of
Primetech and the Subsidiary and all inventory subject to purchase orders of
Primetech or the Subsidiary or that Primetech or the Subsidiary otherwise has
committed or commits to purchase;

"LAWS" means all applicable laws, by-laws, rules, regulations, orders,
ordinances, protocols, codes, guidelines, policies, notices, decrees, directions
and judgments or other requirements of any Governmental Entity;

"LICENCES" has the meaning set out in Section 4.10;

"MAILING DATE" means the date on which the Information Circular is mailed to
Shareholders and Optionholders;

"MAILING DEADLINE" has the meaning set out in Subsection 2.4(a)(ii);

"MEETING" means the special meeting of Shareholders and Optionholders to be held
for the purpose of considering the Arrangement and any adjournment(s) or
postponement(s) thereof;

"MEETING DEADLINE" has the meaning set out in Subsection 2.4(a)(i);

"NYSE" means The New York Stock Exchange, Inc.;

"OPTIONHOLDER" means a holder of Primetech Options;

"PARTY" means a party to this Agreement;

"PENSION AGREEMENTS" means, collectively: (i) the executive compensation
agreement dated August 11, 1983 between Tech-Rep Electronics Ltd. (now
Primetech) and Gordon Gray; (ii) the executive compensation agreement dated
August 11, 1983 between Tech-Rep Electronics Ltd. (now Primetech) and John
McAllister; and (iii) the retirement agreement dated June 12, 1998 between
Primetech and Timothy Casey;


<PAGE>


                                      - 6 -


"PLAN OF ARRANGEMENT" means the plan of arrangement of Primetech set out as
Exhibit A hereto and forming a part hereof and all amendments thereto made in
accordance with Section 7.1 or section 5.1 of the Plan of Arrangement or the
direction of the Court in the Final Order;

"PRIMETECH ARTICLES" means the Articles of Amalgamation of Primetech dated
October 7, 1997, as amended;

"PRIMETECH BENEFIT PLAN" means any registered or supplementary pension,
retirement, profit sharing, bonus, savings, deferred compensation, stock option,
purchase, appreciation, group insurance or other material employee or retiree
benefit plans, programmes or arrangements, formal or informal, oral or written,
maintained or contributed to by Primetech or the Subsidiary;

"PRIMETECH BOARD OF DIRECTORS" means the board of directors of Primetech;

PRIMETECH COMMON SHARES" means common shares in the capital of Primetech;

"PRIMETECH DISCLOSURE STATEMENT" means the disclosure statement dated the date
hereof provided by Primetech to Celestica contemporaneously with the entering
into of this Agreement;

"PRIMETECH MATERIAL ADVERSE EFFECT" means a material adverse effect on the
business, operations (including results of operations), assets, properties,
condition (financial or otherwise) or prospects of Primetech and the Subsidiary,
taken as a whole, but excluding any change, event or occurrence that (a) relates
to the Canadian or United States economy or securities markets in general; (b)
is reasonably attributable to the announcement of this Agreement and the
transactions contemplated hereby; or (c) applies to the electronics
manufacturing services industry generally;

"PRIMETECH OPTIONS" means options exercisable for Primetech Common Shares
granted pursuant to the Primetech Option Plan;

"PRIMETECH OPTION PLAN" means the stock option plan of Primetech known as the
1998 Stock Option Plan, as amended;

"PRIMETECH PUBLIC DOCUMENTS" means documents or information filed by Primetech
under applicable securities Laws since and including October 1, 1999 to and
including the date hereof, including Primetech's: (a) annual report to
shareholders for the financial year ended September 30, 2000; (b) management
proxy circular dated January 10, 2001 in respect of the annual meeting of
shareholders held February 16, 2001; (c) annual information form for the year
ended September 30, 2000, dated December 31, 2000; (d) interim consolidated
financial statements for the three months ended December 31, 2000 and the six
months ended March 31, 2001; and (e) press releases and material change reports
filed under applicable securities Laws since and including October 1, 1999;

"PRINCIPAL SHAREHOLDERS" means, collectively, McAllister, JM Holdings and TC
Holdings;


<PAGE>


                                      - 7 -


"SECURITIES AUTHORITIES" means the securities commissions and similar regulatory
authorities in each of the provinces and territories of Canada;

"SHARE EXCHANGE RATIO" has the meaning set out in the Plan of Arrangement;

"SHAREHOLDER" means a holder of Primetech Common Shares;

"SUBSIDIARY" means Primetech Electronics (Amherst) Inc., a corporation governed
by the CBCA;

"SUPERIOR PROPOSAL" has the meaning set out in Subsection 5.5(a);

"SUPPORT AGREEMENTS" means, collectively: (i) the agreement dated May 31, 2001
between Celestica, JM Holdings and John McAllister; (ii) the agreement dated May
31, 2001 between Celestica and TC Holdings; (iii) the agreement dated May 31,
2001 between Celestica and David Brown; (iv) the agreement dated May 31, 2001
between Celestica and Gordon M. Gray; and (v) the agreement dated May 30, 2001
between Celestica and Galileo Equity Management Inc.;

"TAXES" means any taxes, charges, fees, levies or other assessments, including
all net income, gross income, premiums, sales and use, goods and services,
harmonized sales, employer health, ad valorem, transfer, gains, profits,
windfall profits, excise, franchise, real and personal property, gross receipts,
capital stock, production, business and occupation, employment, disability,
payroll, licence, stamp, customs duties, severance or withholding taxes, other
taxes or similar charges of any kind whatsoever imposed by any Governmental
Entity and includes any interest, fines and penalties on or additions to any
such taxes or charges or in respect of a failure to comply with any requirement
relating to any tax return; and

"TSE" means the Toronto Stock Exchange.

1.2               CONSTRUCTION.

                  In this Agreement, unless otherwise expressly stated or the
context otherwise requires:

         (a)      references to "herein", "hereby", "hereunder", "hereof" and
                  similar expressions are references to this Agreement and not
                  to any particular Article, Section, Subsection, Clause or
                  Exhibit of or to this Agreement;

         (b)      references to an "Article", "Section", "Subsection", "Clause"
                  or "Exhibit" are references to an Article, Section,
                  Subsection, Clause or Exhibit of or to this Agreement;

         (c)      words importing the singular shall include the plural and VICE
                  VERSA, words importing gender shall include the masculine,
                  feminine and neuter genders, and references to


<PAGE>


                                      - 8 -


                  a "person" or "persons" shall include individuals,
                  corporations, partnerships, associations, bodies politic and
                  other entities, all as may be applicable in the context;

         (d)      the use of headings is for convenience of reference only and
                  shall not affect the construction or interpretation hereof;

         (e)      the words "includes" and "including", when following any
                  general term or statement, is not to be construed as limiting
                  the general term or statement to the specific items or matters
                  set forth or to similar items or matters, but rather as
                  referring to all other items or matters that could reasonably
                  fall within the broadest possible scope of the general term or
                  statement; and

         (f)      a reference to a statute or code includes every regulation
                  made pursuant thereto, all amendments to the statute or code
                  or to any such regulation in force from time to time, and any
                  statute, code or regulation which supplements or supersedes
                  such statute, code or regulation.

1.3               CURRENCY.

                  All references to currency herein are to lawful money of
Canada unless otherwise specified.

1.4               KNOWLEDGE.

                  In this Agreement, "BEST OF THE KNOWLEDGE" when used in
relation to any person that is not a natural person, means knowledge of an
appropriate senior manager of such person with responsibility for the matter in
question after due enquiry.

1.5               PRIMETECH DISCLOSURE STATEMENT.

                  Disclosure by Primetech in any particular schedule or exhibit
in the Primetech Disclosure Statement shall constitute disclosure only with
respect to that schedule or exhibit and not with respect to any other schedule
or exhibit in the Primetech Disclosure Statement.


                                    ARTICLE 2

                                 THE ARRANGEMENT

2.1               INTERIM ORDER.

                  As soon as practicable following the execution of this
Agreement, but in any event not later than June 21, 2001, Primetech shall apply
to the Court pursuant to subsection 192(3) of the


<PAGE>


                                      - 9 -


CBCA for the Interim Order providing for, among other things, the calling and
holding of the Meeting for the purpose of obtaining the approval of Shareholders
and Optionholders set out in Section 2.5.

2.2               FINAL ORDER.

                  If the Interim Order and the approval of Shareholders and
Optionholders set out in Subsection 2.5 are obtained, Primetech shall promptly
thereafter, and, unless otherwise agreed to by the Parties, in any event no
later than five Business Days after all other conditions to the Arrangement
specified in Article 5 have been satisfied or waived, take all steps necessary
or desirable to submit the Arrangement to the Court and apply for the Final
Order.

2.3               ARTICLES OF ARRANGEMENT AND EFFECTIVE DATE.

                  As soon as practicable following receipt of the Final Order,
and subject to the satisfaction or waiver of all other conditions provided for
in Article 5, Primetech shall file, pursuant to subsection 192(6) of the CBCA,
articles of arrangement to give effect to the Arrangement. The steps of the
Arrangement shall become effective in the order set out in the Plan of
Arrangement.

2.4               MEETING.

                  Subject to receipt of the Interim Order:

         (a)      the Meeting shall be held as soon as practicable following the
                  Interim Order but in any event not later than August 5, 2001
                  (the "MEETING DEADLINE"), and shall be held on a day to be
                  agreed upon by Celestica and Primetech;

         (b)      Primetech shall: (i) by no later than June 30, 2001 (the
                  "MAILING DEADLINE"), prepare the Information Circular in form
                  and substance satisfactory to Celestica, acting reasonably,
                  and will provide Celestica with an opportunity to review,
                  comment on and amend as reasonably necessary or desirable the
                  Information Circular; (ii) file the Information Circular in
                  all jurisdictions where the same is required to be filed by
                  it; and (iii) mail the Information Circular to Shareholders
                  and Optionholders in accordance with the Interim Order and
                  applicable Law; and

         (c)      Primetech shall, subject to Section 5.6: (i) through the
                  Primetech Board of Directors, recommend that Shareholders and
                  Optionholders vote in favour of the Arrangement; (ii) use its
                  best efforts to secure the approval of the Arrangement by
                  Shareholders and Optionholders; and (iii) solicit proxies from
                  Shareholders and Optionholders to be voted at the Meeting in
                  favour of the Arrangement;

provided, however, that if the mailing of the Information Circular or the
calling or holding of the Meeting is delayed by an injunction or order made by a
Governmental Entity of competent


<PAGE>


                                     - 10 -


jurisdiction or the Parties not having obtained any regulatory waiver, consent
or approval which is necessary to permit the calling and holding of the Meeting,
then, provided that such injunction or order is being contested or appealed or
such regulatory waiver, consent or approval is being actively sought, as
applicable, (x) the Mailing Deadline shall be extended for a period ending on
the earlier of July 30, 2001 and the fifth Business Day following the date on
which such injunction or order ceases to be in effect or such regulatory waiver,
consent or approval is obtained, as applicable, and (y) the Meeting Deadline
shall be extended for a period ending on the earlier of September 5, 2001 and
such date as is the earliest possible date on which the Meeting may be held
under the CBCA following the date on which such injunction or order ceases to be
in effect or such regulatory waiver, consent or approval is obtained, as
applicable.

2.5               SHAREHOLDER AND OPTIONHOLDER APPROVAL.

                  The Arrangement shall be subject to the approval of two-thirds
of the votes cast by Shareholders and Optionholders present or represented by
proxy at the Meeting voting together as a single class (with each Optionholder
being entitled to one vote for each Primetech Common Share such holder would
have received on a valid exercise of such holder's unexercised Primetech
Options) on the record date set by the Primetech Board of Directors for the
purpose of determining the Shareholders and Optionholders entitled to receive
notice of and to vote at the Meeting.


                                    ARTICLE 3

                   REPRESENTATIONS AND WARRANTIES OF CELESTICA

                  Celestica hereby represents and warrants to and in favour of
Primetech as follows, and acknowledges that Primetech is relying upon such
representations and warranties in connection with the entering into of this
Agreement:

3.1               ORGANIZATION AND QUALIFICATION.

                  Celestica is validly existing under the Laws of the Province
of Ontario and has full corporate power and authority to own its assets and
conduct its business as now owned and conducted. Celestica is duly qualified to
carry on business in each jurisdiction in which the character of its properties,
owned or leased, or the nature of its activities, makes such qualification
necessary, except where the failure to be so qualified would not be reasonably
likely to have a Celestica Material Adverse Effect.

3.2               AUTHORITY RELATIVE TO THIS AGREEMENT.

         (i) Celestica has the requisite corporate power and authority to
enter into this Agreement and to perform its obligations hereunder. The
execution and delivery of this Agreement by Celestica and the consummation by
Celestica of the transactions contemplated hereby (including the


<PAGE>

                                     - 11 -


Arrangement) have been duly authorized by the board of directors of Celestica
and no other corporate proceedings on the part of Celestica are necessary to
authorize this Agreement and the transactions contemplated hereby.

         (ii) This Agreement has been duly executed and delivered by
Celestica and constitutes its valid and binding obligation, enforceable by
Primetech against Celestica in accordance with its terms, except as the
enforcement of this Agreement may be limited by bankruptcy, insolvency and
other Laws affecting the enforcement of creditors' rights generally and
subject to the qualification that equitable remedies may only be granted in
the discretion of a court of competent jurisdiction.

         (iii) The execution and delivery by Celestica of this Agreement and
the performance by it of its obligations hereunder, after obtaining any
necessary regulatory approvals, will not:

                  (i)      violate, conflict with or result in a breach of any
                           provision of:

                           (A)      the constating documents of Celestica;

                           (B)      any agreement, contract, indenture, deed of
                                    trust, mortgage, bond, instrument, licence,
                                    franchise or permit to which Celestica is a
                                    party or by which it is bound; or

                           (C)      any Law to which Celestica is subject or by
                                    which it is bound;

                  (ii)     give rise to any right of termination, or
                           acceleration of indebtedness, or cause any
                           indebtedness to come due before its stated maturity
                           or give rise to any right of termination under any
                           agreement, contract, licence, franchise or permit
                           which is material to Celestica and its subsidiaries
                           taken as a whole; or

                  (iii)    result in the imposition of any Encumbrance upon any
                           of the assets of Celestica or any of its
                           subsidiaries,

other than any such violations, conflicts, breaches, rights or Encumbrances as
will not, individually or in the aggregate, have a Celestica Material Adverse
Effect or prevent or materially delay the consummation of the transactions
contemplated by this Agreement.

3.3               ISSUANCES OF CELESTICA SUBORDINATE VOTING
                  SHARES PURSUANT TO THE PLAN OF ARRANGEMENT.

         (i) The unissued Celestica Subordinate Voting Shares to be issued by
Celestica to Shareholders pursuant to the Plan of Arrangement have been duly
and validly authorized and, when issued and delivered in exchange for any
Primetech Common Shares pursuant to the Plan of Arrangement, will be duly and
validly issued as fully paid and non-assessable shares in the capital of
Celestica.


<PAGE>

                                     - 12 -


         (ii) The issuance by Celestica of the Celestica Subordinate Voting
Shares pursuant to the Plan of Arrangement is exempt from the prospectus and
registration requirements of the applicable Canadian and United States
securities Laws and no prospectus or similar document is required to be
delivered by Celestica to Shareholders in Canada or the United States in
connection with such issuance and no other documents are required to be
filed, proceedings taken or approvals, permits, consents or authorizations of
regulatory authorities obtained under securities Laws to permit the issuance
of such Celestica Subordinate Voting Shares to the Shareholders, other than
as contemplated hereby including the requirement to file with the TSE a
notice of the proposed issuance of such Celestica Subordinate Voting Shares
and to obtain the approval of the NYSE of the listing of such Celestica
Subordinate Voting Shares, subject to notice of issuance.

         (iii) The Celestica Subordinate Voting Shares to be issued pursuant
to the Plan of Arrangement, when issued pursuant to the Plan of Arrangement,
shall not be subject to resale restrictions in Canada under applicable
securities Laws, other than resale restrictions in respect of control persons
and subject to registration and other non-prospectus requirements of general
application relating to the sale of shares.

         (iv) Subject to the receipt by Celestica of any required regulatory
approvals, the unissued Celestica Subordinate Voting Shares to be issued upon
the exercise of the Exchanged Options have been duly and validly authorized
and, when duly and validly issued upon the exercise of such options in
accordance with the terms of the Primetech Option Plan (including the receipt
by Celestica of the exercise price therefor), will be duly and validly issued
as fully-paid and non-assessable shares in the capital of Celestica.

3.4               PUBLIC FILINGS.

                  Celestica has filed with the Securities Authorities, stock
exchanges and all applicable self-regulatory authorities true and complete
copies of all forms, reports, schedules, statements, material change reports and
other documents required to be filed by it since January 1, 2000. The Celestica
Public Documents did not, as of their respective dates, contain any untrue
statement of a material fact that is materially adverse to Celestica and its
subsidiaries, taken as a whole, or omit to state a material fact that is
materially adverse to Celestica and its subsidiaries, taken as a whole, required
to be stated therein or necessary to make the statements relating to Celestica
and its subsidiaries, taken as a whole, in light of the circumstances under
which they were made, not misleading. Celestica has not filed any confidential
material change or other report or other document with any Securities Authority
or stock exchange or other self-regulatory authority which at the date hereof
remains confidential.

3.5               FINANCIAL STATEMENTS.

                  The audited consolidated financial statements of Celestica as
at and for the financial year ended December 31, 2000, including the notes
thereto and the report of Celestica's auditors thereon, and the unaudited
consolidated financial statements of Celestica as at and for the three


<PAGE>


                                     - 13 -


months ended March 31, 2001 were prepared in accordance with generally accepted
accounting principles in Canada applied on a basis consistent with prior
periods, are correct and complete and present fairly the assets, liabilities
(whether accrued, absolute, contingent or otherwise) and financial condition of
Celestica and its subsidiaries on a consolidated basis as at the respective
dates thereof and the revenues, earnings and results of operations of Celestica
and its subsidiaries on a consolidated basis for the respective periods covered
thereby.

3.6               ABSENCE OF CERTAIN CHANGES OR EVENTS.

                  Except as disclosed in the Celestica Public Documents, since
January 1, 2001: (a) Celestica and its subsidiaries have conducted their
respective businesses only in the usual, ordinary and regular course and
consistent with past practice; (b) no liability or obligation of any nature
(whether absolute, accrued, contingent or otherwise) which has had or is
reasonably likely to have a Celestica Material Adverse Effect, has been
incurred; and (c) there has not been any event which has had or is reasonably
likely to have a Celestica Material Adverse Effect.


                                    ARTICLE 4

                         REPRESENTATIONS AND WARRANTIES
                                  OF PRIMETECH

                  Primetech represents and warrants to and in favour of
Celestica as follows, and acknowledges that Celestica is relying upon such
representations and warranties in connection with the entering into of this
Agreement:

4.1               ORGANIZATION AND QUALIFICATION.

                  Primetech is validly existing as a corporation under the CBCA
and has full corporate power and authority to own its assets and conduct its
business as now owned and conducted. Primetech is duly qualified to carry on
business, and is in good standing, in each jurisdiction in which the character
of its properties, owned or leased, or the nature of its activities makes such
qualification necessary, except where the failure to be so qualified would not
have a Primetech Material Adverse Effect. Copies of the Primetech Articles dated
January 1, 1999 and the by-laws of Primetech previously delivered to Celestica
are accurate and complete as of the date hereof and have not been amended or
superseded, and Primetech has not taken any action to amend or supersede such
documents.

4.2               AUTHORITY RELATIVE TO THIS AGREEMENT.

         (i) Primetech has the requisite corporate power and authority to enter
into this Agreement and to perform its obligations hereunder. The execution and
delivery of this Agreement by Primetech and the consummation by Primetech of the
transactions contemplated hereby have been duly authorized by the Primetech
Board of Directors and no other corporate proceedings on the part


<PAGE>


                                     - 14 -


of Primetech are necessary to authorize this Agreement and the transactions
contemplated hereby other than: (i) the approval of the Arrangement by
Shareholders and Optionholders as contemplated herein; and (ii) the approval of
the Information Circular by the Primetech Board of Directors.

         (ii) This Agreement has been duly executed and delivered by Primetech
and constitutes its valid and binding obligation, enforceable by Celestica
against Primetech in accordance with its terms, except as the enforcement of
this Agreement may be limited by bankruptcy, insolvency and other Laws affecting
the enforcement of creditors' rights generally and subject to the qualification
that equitable remedies may only be granted in the discretion of a court of
competent jurisdiction.

         (iii) The execution and delivery by Primetech of this Agreement and the
performance by it of its obligations hereunder, after obtaining any necessary
regulatory, court and shareholder approvals, will not:

                  (i)      violate, conflict with or result in a breach of any
                           provision of:

                           (A)      the constating documents of Primetech or the
                                    Subsidiary;

                           (B)      any agreement, contract, indenture, deed of
                                    trust, mortgage, bond, instrument, licence,
                                    franchise or permit to which it or the
                                    Subsidiary is a party or by which it or the
                                    Subsidiary is bound; or

                           (C)      any Law to which it or the Subsidiary is
                                    subject or by which it or the Subsidiary is
                                    bound;

                  (ii)     except as disclosed in the Primetech Disclosure
                           Statement, give rise to any right of termination, or
                           acceleration of indebtedness, or cause any
                           indebtedness to come due before its stated maturity
                           or give rise to any right of termination under any
                           agreement, contract, indenture, deed of trust,
                           mortgage, bond, instrument, licence, franchise or
                           permit which is material to Primetech and the
                           Subsidiary taken as a whole; or

                  (iii)    give rise to any rights of first refusal or change in
                           control or influence or any restriction or limitation
                           under any such agreement, contract, indenture, deed
                           of trust, mortgage, bond, instrument, licence,
                           franchise or permit, or result in the imposition of
                           any Encumbrance upon any of Primetech's assets or the
                           Subsidiary's assets,

other than any such violations, conflicts, breaches, rights or Encumbrances as
will not, individually or in the aggregate, have a Primetech Material Adverse
Effect or prevent or materially delay the consummation of the transactions
contemplated by this Agreement.


<PAGE>

                                     - 15 -


4.3               CAPITALIZATION.

         (i) The authorized equity capital of Primetech consists of an unlimited
number of Primetech Common Shares, and an unlimited number of preferred shares,
issuable in series. As at May 28, 2001, 15,491,090 Primetech Common Shares and
no preferred shares are issued and outstanding. All outstanding Primetech Common
Shares have been duly authorized and are validly issued and outstanding as fully
paid and non-assessable shares.

         (ii) As at May 28, 2001, 1,312,008 Primetech Options are outstanding,
providing for the issuance of 1,312,008 Primetech Common Shares upon the
exercise thereof, and the terms of Primetech Options granted (including exercise
price, vesting and the name of the person to whom they have been granted) have
been disclosed in the Primetech Disclosure Statement. No Primetech Options have
been granted since May 28, 2001.

         (iii) Except as described in the Primetech Disclosure Statement, there
are no options, warrants, conversion privileges, calls or other rights (whether
pre-emptive, contingent or otherwise and including any rights pursuant to any
shareholder rights plan of Primetech), agreements, arrangements, commitments or
obligations of Primetech or the Subsidiary to issue or sell any shares of any
capital stock of Primetech or the Subsidiary or securities or obligations of any
kind convertible into or exchangeable for any shares of capital stock of
Primetech or the Subsidiary, nor are there outstanding any stock appreciation
rights, phantom equity or similar rights, agreements, arrangements or
commitments based upon the book value, income or any other attribute of
Primetech or the Subsidiary. There are no outstanding contractual obligations of
Primetech or the Subsidiary to repurchase, redeem or otherwise acquire any
outstanding Primetech Common Shares or with respect to the voting or disposition
of any outstanding Primetech Common Shares.

         (iv) There are no outstanding bonds, debentures or other evidences of
indebtedness of Primetech or the Subsidiary having the right to vote (or that
are convertible into or exercisable for securities having the right to vote)
with Shareholders on any matter.

4.4               SUBSIDIARY.

                  The Subsidiary is the sole subsidiary of Primetech and is
validly existing as a corporation in good standing under the CBCA, has full
corporate power and authority to own its assets and conduct its business as now
owned and conducted by it and is duly qualified to carry on business in each
jurisdiction in which the character of its properties, owned or leased, or the
nature of its activities, makes such qualification necessary, except where the
failure to be so qualified will not have a Primetech Material Adverse Effect.
All of the outstanding shares and other ownership interests of the Subsidiary
are validly issued, fully paid and non-assessable and all such shares and other
ownership interests are owned directly by Primetech free and clear of all
Encumbrances. Neither Primetech nor the Subsidiary has any interest in any other
corporation or entity.


<PAGE>


                                     - 16 -


4.5               TITLE TO PROPERTIES.

                  Each of Primetech and the Subsidiary has sufficiently good and
valid title to, or an adequate leasehold interest in, its respective material
properties and assets (including real property), in order to allow it to
conduct, and continue to conduct, its business as currently conducted in all
material respects.

4.6               INVENTORIES.

                  Except as described in the Primetech Disclosure Statement and
except for reasonable variation in the normal course of an electronics
manufacturing services business, the Inventory does not include any material
items of obsolete, custom or customer specific inventory that is not supported
by customer demand or appropriate customer forecasts communicated to Primetech,
the value of which has not been written down on its books of account to net
realizable market value. The Inventory levels of Primetech and the Subsidiary
have been maintained at such amounts as are reasonable and required for the
ongoing operation of their respective businesses.

4.7               INTELLECTUAL PROPERTY.

                  The Primetech Disclosure Statement includes a complete and
accurate list of all Intellectual Property owned or used by Primetech or the
Subsidiary. Primetech and the Subsidiary own or possess the right to use all
Intellectual Property necessary or desirable for the conduct of their respective
businesses in a manner consistent with past practices, free and clear of any
Encumbrances. No claim has been made that the conduct of the business of
Primetech or the Subsidiary infringes or breaches any Intellectual Property
rights of any person, nor has Primetech or the Subsidiary received any notice
that the conduct of the business, including the use of the Intellectual Property
owned or used by Primetech, infringes upon or breaches any Intellectual Property
rights of any person, and, to the best of the knowledge of Primetech, there has
been no infringement or violation of any of the rights of Primetech or the
Subsidiary in such Intellectual Property. The conduct of the business of
Primetech or the Subsidiary does not infringe upon the Intellectual Property
rights, domestic or foreign, of any person. Primetech is not aware of any state
of facts which casts doubt on the validity or enforceability of any of the
Intellectual Property owned or used by Primetech or the Subsidiary. Primetech
has provided to Celestica a true and complete copy of all contracts and
amendments thereto which comprise or relate to the Intellectual Property owned
or used by Primetech or the Subsidiary. Primetech or the Subsidiary, as
applicable, has renewed or made application to renew all registrations of
Intellectual Property owned by Primetech or the Subsidiary and has paid all
applicable fees, all within the applicable renewal periods. All of the licences
of Intellectual Property used by Primetech or the Subsidiary and, to the best of
the knowledge of Primetech, all of the Intellectual Property licensed under such
licences, are in full force and effect. Neither Primetech nor the Subsidiary is
in breach of or in default in any material respect under any licences of
Intellectual Property owned or used by Primetech. Primetech or the Subsidiary,
as applicable, has employed commercially reasonable measures to identify and
protect all Intellectual Property owned or used by Primetech.


<PAGE>


                                     - 17 -


4.8               INSURANCE.

                  Policies of insurance in force as of the date hereof naming
Primetech or the Subsidiary as an insured adequately cover all risks reasonably
and prudently foreseeable in the operation and conduct of the business of
Primetech and the Subsidiary. All such policies of insurance shall remain in
full force and effect and shall not be cancelled or otherwise terminated as a
result of the Arrangement and the transactions contemplated hereby.

4.9               CONTRACTS.

                  Neither Primetech nor the Subsidiary is a party to or bound by
any non-competition agreement or other agreement, obligation, judgment,
injunction, order or decree that purports to: (a) limit the manner or the
localities in which all or a material portion of the business of Primetech or
the Subsidiary is or would be conducted; (ii) limit any business practice of
Primetech or the Subsidiary; or (iii) restrict any acquisition of property by
Primetech or the Subsidiary, other than such contracts which would not,
individually or in the aggregate, have a Primetech Material Adverse Effect.
Neither Primetech nor the Subsidiary is in default under and there exists no
event, condition or occurrence which, after notice or lapse of time or both,
would constitute a default under, any contract, agreement or licence to which it
is a party or by which it is bound which would, if terminated due to such
default, individually or in the aggregate, have a Primetech Material Adverse
Effect.

4.10              COMPLIANCE WITH LAWS; LICENCES.

                  Each of Primetech and the Subsidiary has complied with and is
in compliance with all Laws and regulations applicable to the operation of their
respective businesses, except where failure so to comply will not, individually
or in the aggregate, have a Primetech Material Adverse Effect, and each of them
has all licences, permits, approvals, consents, certificates, registrations and
authorizations (whether governmental, regulatory or otherwise) ("LICENCES") and
has made all required registrations with, and has submitted all required
regulatory reports and tariff payments to, any Governmental Entity, except where
the failure to so obtain such Licences, or make such registrations, filings or
payments, would not, individually or in the aggregate, have a Primetech Material
Adverse Effect.

4.11              FINANCIAL STATEMENTS.

                  The audited consolidated financial statements of Primetech for
the financial year ended September 30, 2000, including the notes thereto and the
report of Primetech's auditors thereon, and the unaudited consolidated financial
statements of Primetech as at and for the three months ended December 31, 2000
and the six months ended March 31, 2001, all as contained in the Primetech
Public Documents, in each case prepared in accordance with Canadian generally
accepted accounting principles applied on a basis consistent with prior periods,
are correct and complete and


<PAGE>


                                     - 18 -


present fairly the assets, liabilities (whether accrued, absolute, contingent or
otherwise) and financial condition of Primetech and the Subsidiary on a
consolidated basis as at the respective dates thereof and the revenues, earnings
and results of operations of Primetech and the Subsidiary on a consolidated
basis for the respective periods covered thereby.

4.12              BOOKS AND RECORDS.

                  The corporate records and minute books of Primetech and the
Subsidiary have been maintained substantially in accordance with all applicable
Laws and are complete and accurate in all material respects. Financial books and
records and accounts of Primetech and the Subsidiary in all material respects:
(a) have been maintained in accordance with good business practices on a basis
consistent with prior years; (b) are stated in reasonable detail and accurately
and fairly reflect the transactions of Primetech and the Subsidiary; and (c)
accurately and fairly reflect the basis for Primetech's consolidated financial
statements. Primetech has devised and maintains a system of internal accounting
control sufficient to provide reasonable assurances that, in all material
respects: (a) transactions are executed in accordance with management's general
or specific authorization; and (b) transactions are recorded as necessary to
permit preparation of financial statements in conformity with Canadian generally
accepted accounting principles and to maintain accountability for assets.

4.13              ABSENCE OF CHANGES.

                  Except as disclosed in the Primetech Disclosure Statement and
the Primetech Public Documents, since October 1, 2000:

         (a)      Primetech and the Subsidiary have conducted their respective
                  businesses only in the ordinary and regular course of business
                  consistent with past practice;

         (b)      Primetech and the Subsidiary have not incurred any liabilities
                  or obligations of any nature (whether absolute, accrued,
                  contingent or otherwise) which would, individually or in the
                  aggregate, be reasonably likely to have a Primetech Material
                  Adverse Effect;

         (c)      there has not been any event which has had or is reasonably
                  likely to have a Primetech Material Adverse Effect;

         (d)      there has not occurred any damage, destruction or loss that is
                  not covered by insurance that would, individually or in the
                  aggregate, have a Primetech Material Adverse Effect;

         (e)      there has not been any acquisition or sale by Primetech or the
                  Subsidiary of property or assets aggregating 5% or more of
                  Primetech's total consolidated property and assets as at
                  September 30, 2000;


<PAGE>


                                     - 19 -


         (f)      other than in the ordinary course of business consistent with
                  past practice, there has not been any incurrence, assumption
                  or guarantee by Primetech or the Subsidiary of any debt for
                  borrowed money, any creation or assumption by Primetech or the
                  Subsidiary of any Encumbrance, any making by Primetech or the
                  Subsidiary of any loan, advance or capital contribution to or
                  investment in any other person or any entering into, amendment
                  of, relinquishment, termination or non-renewal by Primetech or
                  the Subsidiary of any contract, agreement, licence, franchise,
                  lease transaction, commitment or other right or obligation
                  that would, individually or in the aggregate, have a Primetech
                  Material Adverse Effect;

         (g)      Primetech has not declared or paid any dividends or other
                  distributions on any outstanding securities;

         (h)      Primetech has not effected or passed any resolution to approve
                  a split, combination or reclassification of any of its
                  outstanding securities;

         (i)      neither Primetech nor the Subsidiary has granted any increase
                  in aggregate cash compensation payable to any director,
                  officer or employee, except in the ordinary course of business
                  consistent with past practice, or granted to any such
                  director, officer or employee any increase in severance or
                  termination pay or any increase or modification in any bonus,
                  pension, insurance or benefit arrangement (including the
                  granting of any Primetech Options) made to, for or with any
                  such directors, officers or employees;

         (j)      there has not been any labour dispute or charge of unfair
                  labour practice, any activity or proceeding to the best of the
                  knowledge of Primetech by a labour union or representative
                  thereof to organize any of the employees of Primetech or the
                  Subsidiary or any campaign to solicit authorization from
                  employees to be represented by such labour union; and

         (k)      Primetech has not effected any material change in its
                  accounting methods, principles or practices.

4.14              TAXES.

         (i) Each of Primetech and the Subsidiary has duly and timely filed all
tax returns required to be filed by it and all such tax returns are true,
complete and correct in all material respects.

         (ii) Each of Primetech and the Subsidiary has paid all Taxes which
are due and payable by it on or before the date hereof, other than those
which are being contested in good faith and in respect of which adequate
reserves have been provided in the most recently published financial
statements of Primetech.


<PAGE>

                                     - 20 -


         (iii) There are no actions, suits, proceedings, investigations or
claims pending against, or to the best of the knowledge of Primetech,
threatened against, Primetech or the Subsidiary in respect of Taxes or any
matters under discussion with any Governmental Entity relating to Taxes
asserted by any such authority, in each case which are likely to have a
Primetech Material Adverse Effect.

         (iv) There are no liens for Taxes upon any asset of Primetech or the
Subsidiary except liens for Taxes not yet due.

         (v) There are no agreements, waivers or other arrangements providing
for an extension of time with respect to the filing, assessment or
reassessment of any Taxes payable by Primetech or the Subsidiary.

         (vi) Each of Primetech and the Subsidiary has collected or withheld
all amounts required to be collected or withheld by it on account of Taxes or
otherwise, and has remitted the same to the appropriate governmental
authority in the manner and within the time required under any applicable
legislation or has set it aside in appropriate accounts for payment when due.

4.15              LITIGATION, ETC.

                  There is no claim, action, proceeding or investigation pending
or, to the best of the knowledge of Primetech, threatened against or relating to
Primetech or the Subsidiary or affecting any of their properties or assets
before or by any court or governmental or regulatory authority or body or other
Governmental Entity which, if adversely determined, is likely to have a
Primetech Material Adverse Effect or prevent or materially delay the
consummation of the transactions contemplated by this Agreement, nor is
Primetech aware of any basis for any such claim, action, proceeding or
investigation. Neither Primetech nor the Subsidiary is subject to any
outstanding order, writ, injunction or decree which has had or is reasonably
likely to have a Primetech Material Adverse Effect or which would prevent or
materially delay the consummation of the transactions contemplated by this
Agreement.

4.16              ENVIRONMENTAL.

         (i) Except for matters that individually or in the aggregate would
not have a Primetech Material Adverse Effect, each of Primetech and the
Subsidiary has been and is in full compliance with and has not been and is
not liable under any applicable federal, provincial, municipal, local or
foreign Laws, statutes, ordinances and regulations, and orders, directives
and decisions rendered by, and policies, instructions, guidelines and similar
guidance of, any ministry, department or administrative or regulatory agency
or other Governmental Entity, including the common law, each as supplemented
or amended from time to time ("ENVIRONMENTAL LAWS") relating to pollution or
the protection of the environment or natural resources, occupational or
public health and safety or the manufacture, processing, distribution, use,
treatment, storage, disposal, discharge, packaging, transport, handling,
containment, clean-up or other remediation or corrective action of any
pollutants, contaminants, chemicals, deleterious substances or industrial,
toxic, hazardous or radioactive wastes


<PAGE>


                                     - 21 -


or substances, including any admixture thereof and specifically including
petroleum and all derivatives thereof or synthetic substitutes therefor and
asbestos or asbestos containing materials ("HAZARDOUS SUBSTANCES").

         (ii) Except for matters that individually or in the aggregate would
not have a Primetech Material Adverse Effect, each of Primetech and the
Subsidiary has all Licences required under Environmental Laws for the
operation of its business as currently conducted.

         (iii) Except for matters that individually or in the aggregate would
not have a Primetech Material Adverse Effect, neither Primetech nor the
Subsidiary has used or permitted to be used, except in compliance with all
Environmental Laws, any of its properties or facilities or any property or
facility which it previously owned, operated, occupied, used or leased
(during the period of that corporation's ownership, operation, occupation,
use or lease) to generate, manufacture, process, distribute, use, treat,
store, dispose of, transport or handle any Hazardous Substance. To the best
of the knowledge of Primetech and the Subsidiary, no underground storage
tanks are or have been located on the any such property or facility.

         (iv) Neither Primetech nor the Subsidiary has ever received any
notice of, or been prosecuted for, non-compliance with any Environmental Laws
or has ever settled any allegation of non-compliance prior to prosecution.
Neither Primetech nor the Subsidiary has received any notices, orders or
directions relating to environmental matters notifying Primetech or the
Subsidiary that it is or may be responsible for or requiring any
investigation, containment, clean-up, remediation or corrective action or any
work, repairs, construction or capital expenditures to be made under
Environmental Laws with respect to the business or any current or former
property or facility owned, operated, occupied, used or leased by Primetech
or the Subsidiary.

         (v) Except for matters that individually or in the aggregate would
not have a Primetech Material Adverse Effect, each of Primetech and the
Subsidiary has not caused, contributed to, or permitted, nor has there been,
any release, emission, spill or discharge, in any manner whatsoever, by
Primetech or the Subsidiary or, to the best of the knowledge of Primetech and
the Subsidiary, any other person or entity whatsoever, of any Hazardous
Substance, nor has either of Primetech and the Subsidiary owned, had custody
of or controlled any Hazardous Substance, on, in, around, from or in
connection with any of the current or former properties, assets or facilities
owned, operated, occupied, used or leased by, or under the care, management
or control of, Primetech or the Subsidiary, as principal or agent, or any
entity of which either of Primetech or the Subsidiary is a successor,
assignee, administrator, receiver, receiver manager or trustee (as those
terms are used in the definition of "person responsible" in the NOVA SCOTIA
ENVIRONMENT ACT) or their use, or any such release or presence on or from a
property or facility owned or operated by any third party but with respect to
which Primetech or the Subsidiary, as the case may be, is or may reasonably
be alleged to have liability. All Hazardous Substances and all other wastes
and other materials and substances used, generated or handled in whole or in
part by Primetech or the Subsidiary or resulting from their respective
business have been disposed of, treated and stored by Primetech or the
Subsidiary, as the case may be, in full compliance with all Environmental
Laws and none have been disposed of


<PAGE>


                                     - 22 -


outside of Canada. Except in compliance with Environmental Laws, there are no
Hazardous Materials on any property owned, operated, occupied, used or leased by
Primetech or the Subsidiary, as principal or agent, or any entity of which
either of Primetech or the Subsidiary is a successor, assignee, administrator,
receiver, receiver manager or trustee (as those terms are used in the definition
of "person responsible" in the NOVA SCOTIA ENVIRONMENT ACT).

         (vi) Primetech has delivered to Celestica true and complete copies
of all environmental audits, evaluations, assessments, studies, reports,
tests and internal memoranda relating to Primetech, the Subsidiary, their
respective businesses, properties or any other premises for whose conduct
Primetech or the Subsidiary, as the case may be, is or may be held
responsible and its use which is within the possession or control of
Primetech or the Subsidiary, as the case may be.

4.17              EMPLOYEES.

         (i) Except for the Employment Agreements, neither Primetech nor the
Subsidiary has entered into any written or oral agreement providing for
severance or termination payments upon a change of control to any director,
officer or employee of Primetech or the Subsidiary.

         (ii)     Neither Primetech nor the Subsidiary:

                  (i)      is a party to any collective bargaining agreement;

                  (ii)     is subject to any application for certification or,
                           to the best of the knowledge of Primetech, threatened
                           or apparent union-organizing campaigns for employees
                           not covered under a collective bargaining agreement;
                           or

                  (iii)    has any current, pending or, to the best of the
                           knowledge of Primetech, threatened strike or
                           lock-outs.

         (iii) Primetech and the Subsidiary have operated in accordance with
all applicable Laws in all material respects with respect to employment and
labour, including, but not limited to, employment and labour standards,
occupational health and safety, employment equity, pay equity, workers'
compensation, human rights and labour relations, and there are no current,
pending or threatened proceedings before any board or tribunal with respect
to any of the areas listed herein.

         (iv) The Primetech Disclosure Statement sets out a complete and
accurate list of the names of all individuals who are full-time, part-time or
casual employees or individuals engaged on contract to provide employment
services or sales or other agents or representatives of Primetech or the
Subsidiary ("EMPLOYEES") specifying the date of hire, title or classification
and rate of salary or hourly pay, vacation accrued, and date of hire for each
such Employee. Such list includes all Employees as at the date hereof
including those on lay-off or leave of absence, who have been absent
continually from work for a period in excess of one month, as well as the
reason for their absence.


<PAGE>


                                     - 23 -


         (v) Neither Primetech nor the Subsidiary has made any commitment to
provide, or any representation in respect of, any general increase in the
compensation of any Employees (including any increase pursuant to a Primetech
Benefit Plan) or any increase in any such compensation or bonus payable to
any Employee, or to make any loan to, or to engage in any transaction with,
any Employee.

         (vi) All accruals for unpaid vacation pay, premiums for unemployment
insurance, health premiums, Canadian Pension Plan premiums, accrued wages,
salaries and commissions, severance pay and employee benefit plan payments
have been reflected in the books and records of Primetech. Neither Primetech
nor the Subsidiary has any liabilities or any obligations whatsoever in
respect of any retired or former Employee.

4.18              BENEFIT PLANS.

         (a)      Except as disclosed in the Primetech Disclosure Statement:

                  (i)      each Primetech Benefit Plan has been administered,
                           operated and funded in material compliance with its
                           terms and all applicable Laws and there are no
                           unfunded liabilities in respect of such Primetech
                           Benefit Plan and all required contributions
                           thereunder have been made in compliance with:

                           (A)     all applicable Laws; and

                           (B)     the terms of such Primetech Benefit Plan; and

                  (ii)     neither Primetech nor the Subsidiary has any pension
                           or retirement plan or other similar arrangement,
                           other than the Pension Agreements, and Primetech has
                           delivered to Celestica true and complete copies of
                           the Pension Agreements and all actuarial assessments
                           of Primetech's obligations under the Pension
                           Agreements.


         (ii) Primetech has not taken any action under the Primetech Option
Plan to accelerate the time at which any Primetech Options may be exercised
or to affect the time during which any Primetech Options will be exercisable.

4.19              CUSTOMERS.

                  Except for changes regarding pricing previously communicated
to Celestica by Primetech, there has been no termination or cancellation of, and
no modification or change in, the business relationship of Primetech or the
Subsidiary with any material customer or material group of customers since
September 30, 2000. There is no reason to believe that the benefits of any
relationship with any of such customers will not continue after the Effective
Date in substantially the same manner as prior to the date of this Agreement.


<PAGE>


                                     - 24 -


4.20              PUBLIC FILINGS.

                  Primetech has filed with the Securities Authorities, stock
exchanges and all applicable self-regulatory authorities true and complete
copies of all forms, reports, schedules, statements, material change reports and
other documents required to be filed by it since October 1, 1999. The Primetech
Public Documents are, as of their respective dates, in compliance in all
material respects with applicable securities Laws and did not contain any untrue
statement of a material fact that is materially adverse to Primetech and the
Subsidiary and their respective businesses or omit to state a material fact that
is materially adverse to Primetech and the Subsidiary and their respective
businesses required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading. Primetech has not filed any confidential material change or other
report or other document with any Securities Authority or stock exchange or
other self-regulatory authority which at the date hereof remains confidential.

4.21              APPROVAL OF ARRANGEMENT.

         (i) The Primetech Board of Directors unanimously has determined,
after consultation with its financial and legal advisors, that the
Arrangement is fair to the Shareholders and Optionholders and in the best
interests of Primetech and the Primetech Board of Directors has unanimously
resolved to recommend that Shareholders and Optionholders vote in favour of
the Arrangement; provided, however, that the Primetech Board of Directors
expressed no opinion as to the fairness, from a financial point of view, to
the Principal Shareholders of the consideration offered under the Arrangement.

         (ii) The Primetech Board of Directors has received a written opinion
from CIBC World Markets Inc. that the consideration to be received under the
Arrangement by Shareholders is fair from a financial point of view to
Shareholders, and such opinion has not been withdrawn or amended or modified
in any material way; provided, however, that CIBC World Markets Inc.
expressed no opinion as to the fairness, from a financial point of view, to
the Principal Shareholders of the consideration offered under the Arrangement.

         (iii) After reasonable enquiry, the Primetech Board of Directors has
been advised and believes that each of the members of the Primetech Board of
Directors and the Named Executive Officers (as defined in Primetech's
Management Proxy Circular dated January 10, 2001) intends to vote in favour
of the Arrangement all Primetech Common Shares (including any Primetech
Common Shares issued on the exercise of Primetech Options) of which he or she
is the beneficial owner or over which he or she has direction or control and
all Primetech Options issued to such person.

4.22              FULL DISCLOSURE.

                  Primetech has disclosed to Celestica all material facts
relating to the business, operations, financial condition, capitalization,
assets, obligations, liabilities and prospects of


<PAGE>


                                     - 25 -


Primetech and the Subsidiary, taken as a whole, which would reasonably be
expected to be material to an intending purchaser of all of the outstanding
Primetech Common Shares.


                                    ARTICLE 5

                                    COVENANTS

5.1               PUBLIC STATEMENTS.

                  Except as required by applicable Law or the requirements of
any stock exchange on which the Primetech Common Shares or Celestica Subordinate
Voting Shares are listed, no Party shall make any public announcement or
statement with respect to the Arrangement or this Agreement without the approval
of Primetech and Celestica, such approval not to be unreasonably withheld or
delayed, except to the extent necessary to comply with Law. Moreover, in any
event, each Party agrees to give prior notice to the other of any public
announcement relating to the Arrangement or this Agreement or the affairs of
Primetech, the Subsidiary or Celestica, and agrees to consult with each other
and to provide the other Parties with a reasonable opportunity to review and
comment on such public announcement prior to issuing each such public
announcement.

5.2               LISTING OF CELESTICA SUBORDINATE VOTING SHARES.

                  Celestica hereby covenants and agrees with Primetech that,
unless Primetech otherwise agrees, Celestica shall use its best efforts to
obtain: (i) the acceptance of the TSE of the notice of the proposed issuance of
the Celestica Subordinate Voting Shares to be issued pursuant to the Plan of
Arrangement and to be issued upon the exercise of Exchanged Options; (ii)
conditional approval of the listing of such Celestica Subordinate Voting Shares
on the TSE, subject to Celestica filing customary documents with the TSE; and
(iii) the approval of the NYSE of the listing of such Celestica Subordinate
Voting Shares, subject to notice of issuance.

5.3               COVENANTS OF PRIMETECH.

                  Primetech hereby covenants and agrees with Celestica that
unless Celestica otherwise agrees or as expressly contemplated or permitted by
this Agreement:

         (a)      in a timely and expeditious manner and in cooperation with
                  Celestica, it will file, proceed with and diligently prosecute
                  an application to the Court for the Interim Order on a date
                  acceptable to Celestica and in any event no later than June
                  21, 2001;

         (b)      in a timely and expeditious manner it will:

                  (i)      carry out or cause to be carried out such terms of
                           the Interim Order as are required under the terms
                           thereof to be done by Primetech or the Subsidiary;

<PAGE>


                                     - 26 -



                  (ii)     prepare the Information Circular and provide
                           Celestica with reasonable opportunity to review and
                           comment thereon, file the Information Circular in all
                           jurisdictions where the same is required to be filed
                           and mail the Information Circular as ordered by the
                           Interim Order in any event not later than the Mailing
                           Deadline and in accordance with all applicable Laws
                           of Canada and the United States, complying in all
                           material respects with all such Laws on the date of
                           mailing thereof and containing full, true and plain
                           disclosure of all material facts relating to the
                           Arrangement and Primetech and the Subsidiary and not
                           containing any misrepresentation (as defined under
                           applicable securities Laws) with respect thereto,
                           where such information has been supplied by or
                           relates to Primetech or the Subsidiary;

                  (iii)    convene the Meeting in accordance with the Interim
                           Order;

                  (iv)     provide notice to Celestica of the Meeting and allow
                           Celestica's representatives to attend the Meeting
                           unless such attendance is prohibited by the Interim
                           Order; and

                  (v)      conduct the Meeting in accordance with the Interim
                           Order, the by-laws of Primetech and applicable Laws,
                           and in cooperation with Celestica;

         (c)      in a timely and expeditious manner, it will prepare (in
                  consultation with Celestica) and file any mutually agreed (or
                  otherwise required by applicable securities Laws) amendments
                  or supplements to the Information Circular and mail the same
                  as required by the Interim Order and in accordance with all
                  applicable securities Laws, in all jurisdictions where the
                  same is required, complying in all material respects with all
                  applicable legal requirements on the date of mailing thereof;

         (d)      subject to the approval of the Arrangement at the Meeting in
                  accordance with the provisions of the Interim Order, it will:
                  (i) as soon as possible thereafter file, proceed with and
                  diligently prosecute an application for the Final Order in
                  cooperation with Celestica, and in applying for the Final
                  Order, it will seek to cause the terms thereof to be
                  consistent with the provisions of this Agreement and will
                  oppose any proposal from any interested party that the Final
                  Order contain any provision inconsistent with this Agreement;
                  and (ii) if, at any time after the issuance of the Final Order
                  and prior to the Effective Date, Primetech is required by the
                  terms of the Final Order or by Law to return to Court with
                  respect to the Final Order, it shall do so after notice to,
                  and in consultation and cooperation with, Celestica;

         (e)      it will carry out the terms of the Interim Order and the Final
                  Order as soon as possible after the issuance of the Interim
                  Order and the Final Order and, subject to the receipt of the
                  Final Order, the satisfaction of the conditions precedent in
                  favour of Primetech


<PAGE>


                                     - 27 -


                  and the receipt of the written confirmation of Celestica that
                  the conditions precedent in favour of Celestica have been
                  satisfied or waived (which such confirmation Celestica shall
                  provide upon the satisfaction or waiver of all of the said
                  conditions precedent), file Articles of Arrangement and the
                  Final Order with the Director in order for the Arrangement to
                  become effective;

         (f)      except for proxies and other non-substantive communications,
                  it will furnish promptly to Celestica a copy of each notice,
                  report, schedule or other document or communication delivered,
                  filed or received by Primetech or the Subsidiary in connection
                  with the Arrangement or the Interim Order, the Meeting, or any
                  other meeting that securityholders of Primetech are entitled
                  to attend in such capacity, and any filings under Laws and any
                  dealings with regulatory agencies in connection with, or in
                  any way affecting, the transactions contemplated herein;

         (g)      it shall use commercially reasonable efforts to satisfy (or
                  cause the satisfaction of) the conditions precedent to its and
                  Celestica's obligations hereunder set forth in Article 6 to
                  the extent the same are within its control and to take, or
                  cause to be taken, all other action and to do, or cause to be
                  done, all other things necessary, proper or advisable under
                  all Laws to complete the Arrangement, to the extent
                  applicable, including using commercially reasonable efforts
                  to:

                  (i)      obtain all necessary consents, approvals and
                           authorizations as are required to be obtained by it
                           under any Law, provided such consents, approvals or
                           authorizations are satisfactory to Primetech, acting
                           reasonably;

                  (ii)     effect all necessary registrations, notifications and
                           filings and submissions of information requested by
                           Governmental Entities required to be effected by it
                           in connection with the transactions contemplated
                           hereby and participate and appear in any proceedings
                           relating to the transactions contemplated hereby
                           before Governmental Entities;

                  (iii)    oppose, lift or rescind any injunction or restraining
                           order or other order or action seeking to stop, or
                           otherwise adversely affecting the ability of the
                           Parties to consummate the Arrangement;

                  (iv)     fulfill all conditions precedent to the obligations
                           of any of the Parties under this Agreement (to the
                           extent that the fulfilment of such conditions is
                           under the control of Primetech or the Subsidiary) and
                           satisfy all provisions of this Agreement and the
                           Arrangement applicable to it; and

                  (v)      cooperate with Celestica in connection with the
                           performance by Celestica of its obligations
                           hereunder;


<PAGE>


                                     - 28 -


                  provided, however, that nothing in this Subsection 5.3(g)
                  shall require Primetech to waive any condition hereto or limit
                  the exercise of any right or discretion enjoyed by Primetech
                  under this Agreement;

         (h)      it shall not, and shall cause the Subsidiary not to, take any
                  action, refrain from taking any action, or permit any action
                  to be taken or not taken, inconsistent with this Agreement or
                  which would reasonably be expected to significantly delay or
                  impede the consummation of the Arrangement, provided that
                  where Primetech is required to take any such action or refrain
                  from taking such action as a result of this Agreement,
                  Primetech shall immediately notify Celestica in writing of
                  such circumstances;

         (i)      it will, and will cause the Subsidiary to, conduct its and
                  their respective businesses only in, not take any action
                  except in, and maintain their respective facilities in, the
                  ordinary and regular course of business;

         (j)      it will not directly or indirectly do or permit to occur any
                  of the following: (i) issue, sell, pledge, lease, dispose of,
                  encumber or grant rights to use in or agree to issue, sell,
                  pledge, lease, dispose of, encumber or grant rights to use in:
                  (A) any additional shares of, or any options, warrants, calls,
                  conversion privileges or rights of any kind to acquire any
                  shares of, any capital stock of Primetech (other than pursuant
                  to the exercise of Primetech Options currently outstanding);
                  or (B) except in the ordinary course of business, any assets
                  of Primetech or the Subsidiary; (ii) amend or propose to amend
                  the articles, by-laws or other constating documents of
                  Primetech or the Subsidiary; (iii) split, combine or
                  reclassify any outstanding Primetech Common Shares, or
                  declare, set aside or pay any dividend or other distribution
                  payable in cash, stock, property or otherwise with respect to
                  the Primetech Common Shares; (iv) redeem, purchase or offer to
                  purchase (or permit the Subsidiary to redeem, purchase or
                  offer to purchase) any Primetech Common Shares or other
                  securities of Primetech; (v) approve or adopt a shareholder
                  rights plan; (vi) reorganize, amalgamate or merge Primetech or
                  the Subsidiary with any other person, corporation, partnership
                  or other business organization whatsoever; (vii) reduce the
                  stated capital of Primetech; (viii) acquire or agree to
                  acquire (by merger, amalgamation, acquisition of stock or
                  assets or otherwise) any person, corporation, partnership or
                  other business organization or division or make any investment
                  either by purchase of shares or securities, contributions of
                  capital (other than to the Subsidiary), property transfer or
                  purchase of, any property or assets of any other person,
                  corporation, partnership or other business organization; (ix)
                  incur or commit to incur any indebtedness for borrowed money
                  or any other material liability or obligation or issue any
                  debt securities, except for the borrowing of working capital
                  in the ordinary course of business and consistent with past
                  practice, or guarantee, endorse or otherwise as an
                  accommodation become responsible for, the obligations of any
                  other person, corporation, partnership or other business
                  organization, or make any loans or advances, except in the
                  ordinary course of business consistent with past practice; (x)
                  except as disclosed in the Primetech


<PAGE>


                                     - 29 -


                  Disclosure Statement, incur or commit to incur capital
                  expenditures not contemplated by Primetech's existing business
                  plan as provided to Celestica; (xi) adopt a plan of
                  liquidation or resolutions providing for the liquidation or
                  dissolution of Primetech or the Subsidiary; (xii) pay,
                  discharge or satisfy any material claims, liabilities or
                  obligations other than the payment, discharge or satisfaction,
                  in the ordinary course of business consistent with past
                  practice, of liabilities reflected or reserved against in
                  Primetech's financial statements scheduled to be paid in the
                  relevant period of time or incurred in the ordinary course of
                  business consistent with past practice; or (xiii) authorize,
                  recommend or propose any release or relinquishment of any
                  contractual right material to it;

         (k)      it will not, and will cause the Subsidiary not to: (i) enter
                  into or modify any employment, severance, or similar
                  agreements or arrangements with, or grant any bonuses, salary
                  increases, severance or termination pay to, any officers or
                  directors other than pursuant to agreements already entered
                  into and disclosed in the Primetech Public Documents or as
                  contemplated herein; or (ii) in the case of employees who are
                  not officers or directors, take any action other than in the
                  ordinary and regular course of business and consistent with
                  past practice (none of which actions shall be unreasonable or
                  unusual) with respect to the grant of any bonuses, salary
                  increases, severance or termination pay or with respect to any
                  increase of benefits payable in effect on the date hereof;

         (l)      it will not, and will cause the Subsidiary not to, adopt or
                  amend any bonus, profit sharing, incentive, compensation,
                  stock option, pension, retirement, deferred compensation,
                  employment or other employee benefit plan, agreement, trust,
                  fund or arrangement for the benefit or welfare of any
                  employee;

         (m)      it will use its reasonable commercial efforts to cause its
                  current insurance (or reinsurance) policies not to be
                  cancelled or terminated or any of the coverage thereunder to
                  lapse, unless simultaneously with such termination,
                  cancellation or lapse, replacement policies underwritten by
                  insurance and re-insurance companies of nationally recognized
                  standing providing coverage equal to or greater than the
                  coverage under the cancelled, terminated or lapsed policies
                  for substantially similar premiums are in full force and
                  effect;

         (n)      it will promptly notify Celestica in writing of any material
                  adverse change in the normal course of its or the Subsidiary's
                  business or in the operation of its or the Subsidiary's
                  properties, of any material governmental or third party
                  complaints, investigations or hearings (or communications
                  indicating that the same may be contemplated) and of any event
                  that has had or is reasonably likely to have a Primetech
                  Material Adverse Effect;

         (o)      it will and will cause the Subsidiary to:


<PAGE>


                                     - 30 -


                  (i)      duly and timely file all tax returns required to be
                           filed by it on or after the date hereof and ensure
                           that all such tax returns are true, complete and
                           correct in all material respects;

                  (ii)     timely pay all Taxes which are due and payable (other
                           than those which are being contested in good faith);

                  (iii)    not make or rescind any material expressed or deemed
                           election or waiver relating to Taxes;

                  (iv)     not make a request for a tax ruling or enter into a
                           closing agreement with any taxing authorities;

                  (v)      not settle or compromise any material claim, action,
                           suit, litigation, proceeding, arbitration,
                           investigation, audit or controversy relating to
                           Taxes;

                  (vi)     not change in any material respect any of its methods
                           of reporting income, deductions or accounting for
                           income tax purposes from those employed in the
                           preparation of its income tax return for the taxation
                           year ended September 30, 2000, except as may be
                           required by applicable Law; and

         (p)      it will not authorize or propose, or enter into or modify any
                  contract, agreement, commitment or arrangement, to do any of
                  the matters prohibited by the other paragraphs of this Section
                  5.3.

5.4               COVENANTS OF CELESTICA

                  Celestica hereby covenants and agrees with Primetech that
unless Primetech otherwise agrees or as expressly contemplated or permitted by
this Agreement:

         (a)      it shall use its commercially reasonable efforts to satisfy
                  (or cause the satisfaction of) the conditions precedent to its
                  and Primetech's obligations hereunder set forth in Article 6
                  to the extent the same are within its control and to take, or
                  cause to be taken, all other action and to do, or cause to be
                  done, all other things necessary, proper or advisable under
                  Laws to complete the Arrangement, to the extent applicable,
                  including using commercially reasonable efforts to:

                  (i)      obtain all necessary consents, approvals and
                           authorizations as are required to be obtained by it
                           under any Laws, provided such consents, approvals or
                           authorizations are satisfactory to Celestica, acting
                           reasonably;


<PAGE>


                                     - 31 -


                  (ii)     effect all necessary registrations, notifications and
                           filings and submissions of information requested by
                           Governmental Entities required to be effected by it
                           in connection with the transactions contemplated
                           hereby and participate and appear in any proceedings
                           relating to the transactions contemplated hereby
                           before Governmental Entities;

                  (iii)    oppose, lift or rescind any injunction or restraining
                           order or other order or action seeking to stop, or
                           otherwise adversely affecting the ability of the
                           Parties to consummate the Arrangement;

                  (iv)     fulfill all conditions precedent to the obligations
                           of any of the Parties (to the extent that the
                           fulfilment of such conditions is under the control of
                           Celestica) and satisfy all provisions of this
                           Agreement and the Arrangement applicable to it; and

                  (v)      cooperate with Primetech in connection with the
                           performance by Primetech of its obligations
                           hereunder;

                  provided, however, that nothing in this Subsection 5.4(a)
                  shall require Celestica to waive any condition hereto or limit
                  the exercise of any right or discretion enjoyed by Celestica
                  under this Agreement;

         (b)      it shall promptly notify Primetech in writing of any event
                  that has had or is reasonably likely to have a Celestica
                  Material Adverse Effect;

         (c)      it shall cooperate with Primetech in the preparation of the
                  Information Circular;

         (d)      all information to be contained in the Information Circular or
                  any amendment thereto (including any information incorporated
                  by reference therein) relating solely to Celestica that is
                  provided to Primetech by Celestica expressly for use in the
                  Information Circular will be accurate and complete in all
                  material respects with respect to the subject matter thereof
                  as at the date thereof and will not contain a
                  "misrepresentation", as such term is defined in the SECURITIES
                  ACT (Ontario), with respect to the subject matter thereof;

         (e)      it shall cooperate with Primetech to cause the transactions
                  contemplated by this Agreement to be closed within three
                  business days following the Effective Date;

         (f)      it shall not make any change in the Celestica Subordinate
                  Voting Shares, including by way of a consolidation,
                  subdivision (whether by stock dividend or otherwise) or a
                  similar transaction, unless Celestica agrees to amend the Plan
                  of Arrangement to provide that upon the completion of the
                  Arrangement each holder of Primetech Common Shares shall
                  receive the securities or other property that such holder
                  would


<PAGE>


                                     - 32 -


                  have received upon such change in the Celestica Subordinate
                  Voting Shares on the assumption that the Arrangement had been
                  completed immediately prior to such change becoming effective;
                  provided that nothing in this Subsection 5.4(f) shall in any
                  way whatsoever restrict the right of Celestica to issue
                  additional Celestica Subordinate Voting Shares or other
                  securities; and

         (g)      it shall cause Primetech, following the Effective Date,
                  either: (i) to continue its currently existing commitments
                  under the Pension Agreements with John McAllister and Gordon
                  Gray, including continuing to fund any insurance policies
                  necessary to fund such obligations, or (ii) to provide
                  alternative arrangements satisfactory to John McAllister and
                  Gordon Gray, acting reasonably, that provide John McAllister
                  and Gordon Gray with, in each case, benefits of equal value to
                  those contemplated in the Pension Agreements, and Celestica
                  agrees to assume such obligations in the event that Primetech
                  ceases to exist as a corporate entity due to liquidation,
                  winding-up, amalgamation, merger, reorganization or otherwise.

5.5               COVENANTS REGARDING NON-SOLICITATION.

         (a)      Primetech shall not, directly or indirectly, through any
                  officer, director, employee, representative or agent of
                  Primetech or the Subsidiary, solicit, initiate or encourage
                  (including by way of furnishing information or entering into
                  any form of agreement, arrangement or understanding) the
                  initiation of any inquiries or proposals regarding an
                  Acquisition Proposal, participate in or continue any
                  discussions or negotiations regarding any Acquisition Proposal
                  other than with Celestica, and shall not approve or recommend
                  any Acquisition Proposal or enter into or cause Primetech or
                  the Subsidiary to enter into any agreement related to any
                  Acquisition Proposal; provided, however, that subject to
                  Section 5.7 but notwithstanding the preceding part of this
                  Subsection 5.5(a) and any other provision of this Agreement,
                  nothing shall prevent the Primetech Board of Directors from
                  considering, negotiating, participating in discussions,
                  approving, recommending to its shareholders or entering into
                  an agreement and providing information and entering into a
                  confidentiality agreement pursuant to Subsection 5.5(d) in
                  respect of an unsolicited BONA FIDE written Acquisition
                  Proposal (which, if in the form of a take-over bid, may only
                  be a take- over bid made for all the shares of Primetech) made
                  by a third party to Primetech or the Primetech Board of
                  Directors after the date hereof for which adequate financial
                  arrangements have been made that the Primetech Board of
                  Directors determines in good faith could reasonably, if
                  consummated in accordance with its terms, result in a
                  transaction more favourable from a financial point of view to
                  Shareholders than the transaction contemplated by this
                  Agreement, provided that any such determination of the
                  Primetech Board of Directors shall only be made if the
                  Primetech Board of Directors has received: (i) advice of
                  outside counsel to the effect that the Primetech Board of
                  Directors is required to do so in order to discharge properly
                  its fiduciary duties; and (ii) an opinion of a
                  nationally-recognized financial adviser to Primetech


<PAGE>


                                     - 33 -


                  to the effect that such Acquisition Proposal clearly provides
                  at least 7.5% more value to holders of Primetech Common Shares
                  than the Arrangement) (any such Acquisition Proposal being
                  referred to herein as a "SUPERIOR PROPOSAL"), and provided
                  further that immediately upon receipt of such advice and
                  opinion Primetech advises Celestica in writing that Primetech
                  has received such advice and opinion and provides the details
                  thereof to Celestica in writing.

         (b)      Primetech shall, and shall cause the Subsidiary to,
                  immediately cease and cause to be terminated any existing
                  discussions or negotiations with any parties (other than
                  Celestica) with respect to any potential Acquisition Proposal.
                  Primetech agrees that neither it nor the Subsidiary shall
                  release any third party from any confidentiality agreement or
                  standstill agreement to which such third party is a party.
                  Primetech shall immediately request the return or destruction
                  of all information provided to any third parties who have
                  entered into confidentiality agreements with Primetech or the
                  Subsidiary thereof with respect to a possible Acquisition
                  Proposal, and shall use all reasonable efforts to ensure that
                  such requests are honoured.

         (c)      Primetech shall notify Celestica forthwith, at first orally
                  and then, as soon as possible thereafter, in writing, of any
                  current Acquisition Proposals, any future Acquisition Proposal
                  and any potential Acquisition Proposal of which directors or
                  senior officers of Primetech or the Subsidiary become aware,
                  or any amendments to the foregoing, or any request for
                  non-public information relating to Primetech or the Subsidiary
                  in connection with an Acquisition Proposal or for access to
                  the properties, books or records of Primetech or the
                  Subsidiary by any person or entity that informs Primetech or
                  the Subsidiary that it is considering making, or has made, an
                  Acquisition Proposal. Such notice shall include a description
                  of the material terms and conditions of any proposal and
                  provide such details of the proposal, inquiry or contact as
                  Celestica may reasonably request, including the identity of
                  the person making such proposal, inquiry or contact.

         (d)      If Primetech receives a request for material non-public
                  information from a person who proposes a BONA FIDE Acquisition
                  Proposal (the existence and content of which have been
                  disclosed to Celestica), and the Primetech Board of Directors
                  determines that such proposal could reasonably be a Superior
                  Proposal pursuant to Subsection 5.5(a), having received the
                  advice and opinion referred to therein, then, and only in such
                  case, the Primetech Board of Directors may, subject to the
                  execution of a confidentiality and standstill agreement which,
                  in any event, is no less favourable to Primetech and no more
                  favourable to the counterparty than the confidentiality and
                  standstill provisions of the Celestica NDA, provide such
                  person with access to information regarding Primetech or the
                  Subsidiary; provided, however, that the person making the
                  Acquisition Proposal shall not be precluded thereunder from
                  making the Acquisition Proposal; and provided further that
                  Primetech sends a copy of any such confidentiality agreement
                  to Celestica immediately upon its execution


<PAGE>


                                     - 34 -


                  and Celestica is provided with a list of or copies of the
                  information provided to such person and immediately provided
                  with access to similar information to which such person was
                  provided.

         (e)      Primetech shall ensure that its and the Subsidiary's officers,
                  directors and employees and any financial advisors or other
                  advisors or representatives retained by it are aware of the
                  provisions of this Section 5.5, and it shall be responsible
                  for any breach of this Section 5.5 by its financial advisors
                  or other advisors or representatives.

5.6               NOTICE BY PRIMETECH OF SUPERIOR PROPOSAL DETERMINATION.

         (a)      Primetech shall not accept, approve, recommend or enter into
                  any agreement in respect of an Acquisition Proposal (other
                  than a confidentiality agreement contemplated by Subsection
                  5.5(d)) on the basis that it constitutes a Superior Proposal
                  unless (i) it has provided Celestica with a copy of the
                  Acquisition Proposal document which the Primetech Board of
                  Directors has determined could reasonably be a Superior
                  Proposal pursuant to Subsection 5.5(a), and (ii) five Business
                  Days shall have elapsed from the later of the date Celestica
                  received notice of the determination to accept, approve,
                  recommend or enter into an agreement in respect of such
                  Acquisition Proposal and the date Celestica received a copy of
                  the Acquisition Proposal.

         (b)      During such five Business Day period, Primetech acknowledges
                  that Celestica shall have the opportunity, but not the
                  obligation, to offer to amend the terms of this Agreement and
                  the Arrangement. The Primetech Board of Directors will review
                  any offer by Celestica to amend the terms of this Agreement in
                  good faith in order to determine, in its discretion exercising
                  its fiduciary duties, whether Celestica's offer upon
                  acceptance by Primetech would be at least as favourable from a
                  financial point of view as the Acquisition Proposal. If the
                  Primetech Board of Directors so determines, it will enter into
                  an amended agreement with Celestica reflecting Celestica's
                  amended proposal. If the Primetech Board of Directors
                  continues to believe, in good faith and after consultation
                  with financial advisors and outside counsel, that the
                  Acquisition Proposal is nonetheless more favourable from a
                  financial point of view and therefore rejects Celestica's
                  amended proposal, Primetech will forthwith pay to Celestica
                  the payment payable to Celestica under Section 5.7 as required
                  thereunder.

         (c)      Primetech also acknowledges and agrees that each successive
                  modification of any Acquisition Proposal shall constitute a
                  new Acquisition Proposal for purposes of the requirement under
                  Clause (ii) of Subsection 5.6(a) to initiate an additional
                  five Business Day notice period.



<PAGE>


                                     - 35 -


5.7               BREAK FEE EVENT.

                  If (a) this Agreement is terminated by Primetech pursuant to
Section 7.3(e); (b) this Agreement is terminated by Celestica pursuant to
Section 7.3(c); (c) this Agreement is terminated by Celestica pursuant to
Section 7.3(b): (i) through the fault (whether by commission or omission) of
Primetech failing to submit the Arrangement for approval to the Shareholders and
Optionholders as obligated hereunder, or (ii) as a result of a breach by
Primetech of any of the covenants in Section 5.5 or 5.6; or (d) an Acquisition
Proposal shall have been made to Primetech and made known to the Shareholders
generally or have been made directly to the Shareholders generally or any person
shall have publicly announced an intention to make an Acquisition Proposal and
such Acquisition Proposal or announced intention shall not have been withdrawn
prior to the Meeting, there is a failure to obtain the approval of the
Arrangement by the Shareholders and Optionholders at the Meeting, and this
Agreement is terminated by either Celestica or Primetech pursuant to Section
7.3(d) and within twelve months after such termination Primetech shall have
entered into an agreement (a "SUBSEQUENT AGREEMENT") with respect to a
transaction that would constitute an Acquisition Proposal if it were the subject
of a proposal and such transaction is thereafter completed or within such
twelve-month period a transaction that would constitute an Acquisition Proposal
is completed with or by any third party and whether or not a Subsequent
Agreement is entered into by Primetech with respect to such transaction, then
Primetech shall pay to Celestica, one Business Day following the termination of
this Agreement and, in the case of (d) above, one Business Day following the
completion of such transaction, Cdn.$11.5 million in immediately available funds
to an account designated by Celestica.

5.8               EMPLOYMENT AGREEMENTS AND OPTIONS.

         (a) Primetech shall use its best efforts to enter into agreements, in
form and substance satisfactory to Celestica, to terminate and replace the
Employment Agreements, effective at or prior to the Effective Time.

         (b) Primetech shall not take any action under the Primetech Option Plan
to accelerate the time at which any Primetech Options may be exercised or to
affect the time during which any Primetech Options will be exercisable.

5.9               ACCESS TO INFORMATION AND PROPERTIES.

                  Subject to the Celestica NDA and applicable Law, upon
reasonable notice, Primetech shall (and shall cause the Subsidiary to) afford
Celestica's officers, employees, counsel, accountants and other authorized
representatives and advisors reasonable access, during normal business hours
from the date hereof and until the earlier of the Effective Date or the
termination of this Agreement, to its properties, books, contracts and records
as well as to its management personnel as Celestica may reasonably request.
Without limiting the foregoing, Celestica and its representatives, agents and
contractors may enter upon the real properties owned, operated, occupied, used
or leased by Primetech or the Subsidiary and conduct such environmental and
public and occupational health and


<PAGE>


                                     - 36 -


safety investigations as Celestica may consider to be desirable, including Phase
II or other intrusive testing, sampling and analysis, and each of Primetech and
the Subsidiary shall fully cooperate in all reasonable ways and ensure that its
employees and others under its direction or control fully cooperate in
connection with the conduct thereof. Nothing in the foregoing shall require
Primetech to disclose information subject to a written confidentiality agreement
with third parties, provided that Primetech shall use reasonable commercial
efforts to obtain the consent of any third party to such disclosure, if
requested by Celestica and (ii) Primetech shall disclose such information as may
be reasonably necessary for the purpose of preparing submissions or applications
in order to obtain any regulatory approvals required in connection with the
Arrangement.

5.10              FURTHER ASSURANCES.

                  Subject to the conditions herein provided, each Party agrees,
as soon as reasonably practicable following the date hereof: (i) to actively and
diligently pursue all regulatory and other approvals and consents (including, if
required in the case of Celestica, exemptions from the requirements of any stock
exchange or securities regulatory authority for shareholder approval for the
issuance of Celestica Subordinate Voting Shares hereunder) necessary to
consummate the Arrangement; (ii) to use reasonable commercial efforts to make
all necessary registrations and filings (including filings under applicable Laws
and submissions of information requested by Governmental Entities) to obtain
same; and (iii) to use all reasonable commercial efforts to take, or cause to be
taken, all action and to do, or cause to be done, all other things necessary,
proper or advisable to consummate and make effective as promptly as is
practicable the Arrangement and the other transactions contemplated by this
Agreement, including the execution and delivery of such documents as the other
Parties hereto may reasonably require. Each of the Parties hereto, where
appropriate, shall reasonably co-operate with the other Parties in taking such
actions.

5.11              DIRECTORS' AND OFFICERS' INSURANCE.

                  Celestica agrees that for the period from the Effective Date
until the sixth anniversary of the Effective Date, Celestica shall cause
Primetech or any successor to Primetech to maintain directors' and officers'
insurance coverage having terms and conditions no less beneficial in all
material respects to the directors and officers of Primetech than those
contained in the policy in effect on the date hereof, for all present and former
directors and officers of Primetech, covering claims made prior to or within six
years after the earlier of the resignation of such director or officer or the
Effective Date.


<PAGE>


                                     - 37 -


                                    ARTICLE 6

                          CONDITIONS TO THE ARRANGEMENT

6.1               MUTUAL CONDITIONS PRECEDENT.

                  The respective obligations of Celestica and Primetech to
complete the Arrangement and to file articles of arrangement to give effect to
the Arrangement shall be subject to the satisfaction of the following
conditions:

         (a)      the Plan of Arrangement, either with or without amendment,
                  shall have been approved at the Meeting in accordance with the
                  Interim Order;

         (b)      the Arrangement shall have been approved by Shareholders and
                  Optionholders at the Meeting in accordance with Section 2.5;

         (c)      the Interim Order and the Final Order shall have been obtained
                  in form and substance satisfactory to each of Celestica and
                  Primetech, acting reasonably and shall not have been set aside
                  or modified in a manner unacceptable to such Parties on appeal
                  or otherwise;

         (d)      there shall not exist any prohibition at Law against the
                  completion of the Arrangement or the acquisition by Celestica
                  of Primetech Common Shares pursuant thereto; and

         (e)      the TSE shall have provided conditional listing approval of
                  the Celestica Subordinate Voting Shares to be issued pursuant
                  to the Plan of Arrangement or to be issued pursuant to the
                  exercise of Exchanged Options, subject to Celestica filing
                  customary documents with the TSE, and the NYSE shall have
                  approved of the listing of such Celestica Subordinate Voting
                  Shares, subject to notice of issuance.

                  The foregoing conditions are for the mutual benefit of
Celestica on the one hand and Primetech on the other hand and may be waived, in
whole or in part, by either of them at any time. If any of the said conditions
precedent shall not be complied with or waived as aforesaid on or before August
31, 2001 or, if earlier, the date required for the performance thereof, then
either Celestica or Primetech may terminate this Agreement by written notice to
the other Parties in circumstances where the failure to satisfy any such
condition is not the result, directly or indirectly, of such terminating Party's
breach of this Agreement; provided, however, that if any such condition that has
not been waived by the terminating Party cannot be complied with on or before
August 31, 2001 as a result of an injunction or order made by a court or
regulatory authority of competent jurisdiction (provided that such injunction or
order is being contested or appealed) the deadline for complying with such
condition shall be extended for a period ending on the earlier of September 30,
2001 and


<PAGE>


                                     - 38 -


such date as is the earliest date on which such condition may be complied with
following the date on which such injunction or order ceases to be in effect.

6.2               CELESTICA CONDITIONS PRECEDENT.

                  The obligations of Celestica to complete the Arrangement shall
be subject to the satisfaction of the following conditions:

         (a)      the representations and warranties made by Primetech in this
                  Agreement which are qualified by materiality shall be true and
                  correct as of the Effective Date as if made on and as of such
                  date (except in each case to the extent such representations
                  and warranties speak as of an earlier date, in which event
                  such representations and warranties shall be true and correct
                  as of such earlier date), and all other representations and
                  warranties made by Primetech in this Agreement which are not
                  so qualified shall be true and correct in all material
                  respects as of the Effective Date as if made on and as of such
                  date (except in each case to the extent such representations
                  and warranties speak as of an earlier date, in which event
                  such representations and warranties shall be true and correct
                  as of such earlier date), and Primetech shall have provided to
                  Celestica the certificate of two officers of Primetech
                  certifying such accuracy on the Effective Date;

         (b)      Primetech shall have complied with its covenants herein, and
                  Primetech shall have provided to Celestica the certificate of
                  two officers of Primetech certifying that Primetech has so
                  complied with its covenants herein;

         (c)      all requisite regulatory approvals, reviews or decisions
                  (including those of any stock exchanges or securities or other
                  regulatory authorities) required for the completion of the
                  Arrangement shall have been obtained or concluded on terms
                  satisfactory to Celestica, acting reasonably;

         (d)      (i) no act, action, suit or proceeding shall have been
                  threatened or taken before or by any Governmental Entity or
                  private person (including any individual, corporation, firm,
                  group or other entity) in Canada or elsewhere, whether or not
                  having the force of Law, and (ii) no Law shall have been
                  proposed, enacted, promulgated or applied:

                           (A)      to cease trade, enjoin, prohibit or impose
                                    materially adverse limitations or conditions
                                    on the consummation of the Arrangement or on
                                    the right of Celestica to own or exercise
                                    full rights of ownership of the Primetech
                                    Common Shares to be acquired by it under the
                                    Arrangement or any of them; or

                           (B)      which, if the Arrangement was consummated,
                                    (x) would require Primetech or the
                                    Subsidiary to dispose of a material asset,
                                    impose


<PAGE>


                                     - 39 -


                                    materially adverse limitations or conditions
                                    on the business or operations of Primetech
                                    and the Subsidiary, or impose material fines
                                    or penalties on Primetech or the Subsidiary
                                    and (y) such disposition, limitations, fines
                                    or penalties would have a Primetech Material
                                    Adverse Effect or a Celestica Material
                                    Adverse Effect;

         (e)      either: (i) the Commissioner of Competition under the
                  Competition Act (the "COMMISSIONER") shall have issued an
                  advance ruling certificate under section 102 of the
                  Competition Act in respect of the Arrangement and shall not
                  have subsequently withdrawn or purported to have withdrawn
                  such advance ruling certificate prior to Effective Date or
                  shall not have stated or otherwise indicated that he has
                  obtained new information as a result of which he is no longer
                  satisfied that he would not have sufficient grounds on which
                  to apply to the Competition Tribunal under section 92 of the
                  Competition Act with respect to the Arrangement; (ii) the
                  applicable waiting period under section 123 of the Competition
                  Act shall have expired, and the Commissioner or his authorized
                  representative shall have advised Celestica (on terms and in a
                  form satisfactory to Celestica) that the Commissioner does not
                  intend to make an application under section 92 of the
                  Competition Act in respect of the Arrangement and neither the
                  Commissioner nor any of his representatives shall have
                  rescinded or amended such advice; or (iii) the Commissioner or
                  his authorized representative shall have advised Celestica (on
                  terms and in a form satisfactory to Celestica) that the
                  Commissioner does not intend to make an application under
                  section 92 of the Competition Act in respect of the
                  Arrangement and neither the Commissioner nor any of his
                  representatives shall have rescinded or amended such advice
                  and the Commissioner or his authorized representative shall
                  have provided the Parties with a waiver from complying with
                  Part IX of the Competition Act under section 113(c);

         (f)      the number of Primetech Common Shares held by Shareholders
                  that have exercised Dissent Rights at or prior to the Meeting
                  shall not exceed 10% of the number of Primetech Common Shares
                  outstanding immediately prior to the Effective Time;

         (g)      Primetech shall have entered into agreements, in form and
                  substance satisfactory to Celestica, to terminate and replace
                  the Employment Agreements, effective at or prior to the
                  Effective Time;

         (h)      Primetech shall have entered into agreements, in form and
                  substance satisfactory to Celestica, to terminate and replace
                  the Pension Agreements effective at or prior to the Effective
                  Time;

         (i)      there shall not exist and shall not have occurred (or, if
                  there does exist or shall have previously occurred, there
                  shall not have been disclosed, generally or to Celestica in
                  writing) any change that has a Primetech Material Adverse
                  Effect and no fact or


<PAGE>


                                     - 40 -


                  information shall have come to Celestica's attention that
                  materially and adversely affects its assessment of Primetech's
                  business, operations, assets, properties, conditions
                  (financial or otherwise) or prospects;

         (j)      Celestica shall not have become aware of any untrue statement
                  of a material fact in the Primetech Public Documents, or an
                  omission to state a material fact that is required to be
                  stated or that is necessary to make a statement not misleading
                  in the light of the circumstances in which it was made, in
                  either case that is adverse to Primetech; and

         (k)      Celestica shall have received certificates signed by each of
                  John McAllister, Gordon Gray and David Brown, in each case
                  without personal liability, certifying that: (a) such
                  individual has read the representations and warranties of
                  Primetech contained in the Arrangement Agreement and has made
                  or has caused to be made such enquiries and investigations as
                  are necessary or advisable in the circumstances to verify the
                  accuracy of such representations and warranties; and (b) the
                  representations and warranties of Primetech contained in this
                  Agreement which are qualified by materiality are true and
                  correct on and as of the Effective Date as if made on and as
                  of such date (except in each case to the extent such
                  representations and warranties speak as of an earlier date, in
                  which event such representations and warranties were true and
                  correct as of such earlier date), and all other
                  representations and warranties of Primetech made in this
                  Agreement which are not so qualified are true and correct in
                  all material respects on and as of the Effective Date as if
                  made on and as of such date (except in each case to the extent
                  such representations and warranties speak as of an earlier
                  date, in which event such representations and warranties were
                  true and correct as of such earlier date).

                  The foregoing conditions precedent are for the benefit of
Celestica and may be waived, in whole or in part, by Celestica in writing at any
time. If any of the said conditions shall not be complied with or waived by
Celestica on or before August 31, 2001 or, if earlier, the date required for the
performance thereof, then Celestica may terminate this Agreement by written
notice to the other Parties in circumstances where the failure to satisfy any
such condition is not the result, directly or indirectly, of Celestica's breach
of this Agreement; provided, however, that if any such condition that has not
been waived by the Celestica cannot be complied with on or before August 31,
2001 as a result of an injunction or order made by a court or regulatory
authority of competent jurisdiction (provided that such injunction or order is
being contested or appealed) the deadline for complying with such condition
shall be extended for a period ending on the earlier of September 30, 2001 and
such date as is the earliest date on which such condition may be complied with
following the date on which such injunction or order ceases to be in effect.


<PAGE>


                                     - 41 -


6.3               PRIMETECH CONDITIONS PRECEDENT.

                  The obligations of Primetech to complete the Arrangement shall
be subject to the satisfaction of the following conditions:

         (a)      the representations and warranties made by Celestica in this
                  Agreement which are qualified by materiality shall be true and
                  correct as of the Effective Date as if made on and as of such
                  date (except in each case to the extent such representations
                  and warranties speak as of an earlier date, in which event
                  such representations and warranties shall be true and correct
                  as of such earlier date), and all other representations and
                  warranties made by Celestica in this Agreement which are not
                  so qualified shall be true and correct in all material
                  respects as of the Effective Date as if made on and as of such
                  date (except in each case to the extent such representations
                  and warranties speak as of an earlier date, in which event
                  such representations and warranties shall be true and correct
                  as of such earlier date), and Celestica shall have provided to
                  Primetech the certificate of two officers of Celestica
                  certifying such accuracy on the Effective Date;

         (b)      Celestica shall have complied with its covenants herein, and
                  Celestica shall have provided to Primetech the certificate of
                  two officers of Celestica certifying that Celestica has so
                  complied with its covenants herein;

         (c)      all requisite regulatory approvals, reviews or decisions
                  (including those of any stock exchanges or securities or other
                  regulatory authorities) required for the completion of the
                  Arrangement shall have been obtained or concluded on terms
                  satisfactory to Primetech, acting reasonably;

         (d)      (i) no act, action, suit or proceeding shall have been
                  threatened or taken before or by any Governmental Entity or
                  private person (including any individual, corporation, firm,
                  group or other entity) in Canada or elsewhere, whether or not
                  having the force of Law, and (ii) no Law shall have been
                  proposed, enacted, promulgated or applied:

                           (A)      to cease trade, enjoin, prohibit or impose
                                    materially adverse limitations or conditions
                                    on the consummation of the Arrangement or on
                                    the issuance of the Celestica Subordinate
                                    Voting Shares to be issued pursuant to this
                                    Agreement; or

                           (B)      which, if the Arrangement was consummated,
                                    (x) would require Celestica or any of its
                                    subsidiaries to dispose of a material asset,
                                    impose materially adverse limitations or
                                    conditions on the business or operations of
                                    Celestica and its subsidiaries, taken as a
                                    whole, or impose material fines or penalties
                                    on Celestica or any of its subsidiaries and
                                    (y) such disposition, limitations, fines or
                                    penalties


<PAGE>


                                     - 42 -


                                    would have a Primetech Material Adverse
                                    Effect or a Celestica Material Adverse
                                    Effect; and

         (e)      there shall not exist and shall not have occurred (or, if
                  there does exist or shall have previously occurred, there
                  shall not have been disclosed, generally or to Primetech in
                  writing) any change that has a Celestica Material Adverse
                  Effect.

                  The foregoing conditions precedent are for the benefit of
Primetech and may be waived, in whole or in part, by Primetech in writing at any
time. If any of the said conditions shall not be complied with or waived by
Primetech on or before August 31, 2001 or, if earlier, the date required for the
performance thereof, then Primetech may terminate this Agreement by written
notice to Celestica in circumstances where the failure to satisfy any such
condition is not the result, directly or indirectly, of Primetech's breach of
this Agreement; provided, however, that if any such condition that has not been
waived by Celestica cannot be complied with on or before August 31, 2001 as a
result of an injunction or order made by a court or regulatory authority of
competent jurisdiction (provided that such injunction or order is being
contested or appealed) the deadline for complying with such condition shall be
extended for a period ending on the earlier of September 30, 2001 and such date
as is the earliest date on which such condition may be complied with following
the date on which such injunction or order ceases to be in effect.

6.4               NO WAIVER, ETC.

                  The conditions under Section 6.1 are for the benefit of
Primetech and Celestica only, the conditions under Section 6.2 are for the
exclusive benefit of Celestica and the conditions under Section 6.3 are for the
exclusive benefit of Primetech, and may be asserted by Celestica or Primetech,
as the case may be, at any time, regardless of the circumstances giving rise to
such assertion, including any action or inaction by Celestica or Primetech, as
the case may be. Celestica or Primetech may waive any condition for its benefit
in whole or in part at any time and from time to time, both before and after the
Effective Date, without prejudice to any of their other respective rights. The
failure of Celestica or Primetech at any time to exercise any of the foregoing
rights will not be deemed a waiver of any such right and each such right will be
deemed an ongoing right which may be asserted at any time and from time to time.

6.5               MERGER OF CONDITIONS.

                  The conditions set out in Section 6.1, 6.2 and 6.3 shall be
conclusively deemed to have been satisfied, waived or released upon filing of
the Articles of Arrangement as contemplated by this Agreement and the issuance
of a certificate of arrangement in respect thereof under the CBCA. Primetech
acknowledges and agrees that it shall have no right to file Articles of
Arrangement unless such conditions have been satisfied, fulfilled or waived.



<PAGE>


                                     - 43 -


                                    ARTICLE 7

                        AMENDMENT, TERMINATION AND WAIVER

7.1          AMENDMENT.

         (i) This Agreement (excluding Exhibit A, which may be amended as
provided therein), may be amended by written agreement of the Parties at any
time and from time to time before or after the holding of the Meeting but not
later than the Effective Date without, subject to applicable Law, further notice
to or authorization on the part of the Shareholders or Optionholders.

         (ii) The Parties mutually agree that if a Party proposes any amendment
or amendments to this Agreement or to the Plan of Arrangement, the other Parties
will act reasonably in considering such amendment and if the other Parties and
the Shareholders are not prejudiced by reason of any such amendment, the other
Parties will cooperate in a reasonable fashion with the Party proposing the
amendment so that such amendment can be effected subject to applicable Law and
the rights of the Shareholders.

7.2               MUTUAL UNDERSTANDING REGARDING AMENDMENTS.

                  In addition to the transactions contemplated hereby or at the
request of a Party, the Parties will continue from and after the date hereof and
through and including the Effective Date, to use their respective commercially
reasonable efforts to maximize present and future planning opportunities for
Shareholders, for Celestica and for Primetech and the Subsidiary as and to the
extent that the same shall not prejudice any Party or its securityholders. The
Parties will ensure that such planning activities do not impede the progress of
the Arrangement in any material way.

                  The Parties mutually agree that if a Party proposes any other
amendment or amendments to this Agreement or to the Plan of Arrangement,
Primetech on the one hand and Celestica on the other hand will act reasonably in
considering such amendments and, if the other Party or Parties and their
shareholders are not prejudiced by reason of any such amendment, the other Party
or Parties will cooperate in a reasonable fashion with the Party proposing the
amendment so that the amendment can be effected subject to applicable Laws and
the rights of the Shareholders.

7.3               TERMINATION.

                  This Agreement may be terminated at any time prior to the
Effective Date:

         (a)      by mutual written consent of Celestica and Primetech;

         (b)      as provided in Sections 6.1, 6.2 and 6.3;



<PAGE>


                                     - 44 -


         (c)      by Celestica, if the Primetech Board of Directors shall have
                  withdrawn or modified in a manner adverse to Celestica its
                  approval or recommendation of the Arrangement, or approved or
                  recommended any Superior Proposal;

         (d)      by Celestica or by Primetech, if the Meeting shall have been
                  held and completed and the approval of the Arrangement by the
                  Shareholders and Optionholders required by Section 6.1(b)
                  shall not have occurred; or

         (e)      by Primetech, upon any determination by Primetech, after the
                  conclusion of the process set out in Sections 5.5 and 5.6,
                  that an Acquisition Proposal constitutes a Superior Proposal.

7.4               WAIVER.

                  At any time prior to the Effective Time, any Party may: (a)
extend the time for the performance of any of the obligations or other acts of
any other Party thereto; or (b) waive compliance with any of the agreements of
any other Party or with any conditions to its own obligations, in each case only
to the extent such obligations, agreements and conditions are intended for its
benefit; provided that no such extension or waiver shall be binding unless made
in writing.

7.5               EFFECT OF TERMINATION.

                  If this Agreement is terminated as provided in Section 7.3,
there shall be no liability or further obligation on the part of any Party or
any of their respective shareholders, officers or directors, except for
liability arising from a wilful breach of any representations, warranties or
covenants in this Agreement or fraud (and any action with respect thereto must
be commenced within two years of the date hereof) and except for the obligation
of Primetech to pay any amounts payable by it in accordance with Section 5.7 of
this Agreement which shall survive any termination of this Agreement; provided,
however, that any termination of this Agreement shall not affect the obligations
of the Parties under the Celestica NDA.

                                    ARTICLE 8

                                     GENERAL

8.1               EXPENSES.

                  The Parties agree that all out-of-pocket third party
transaction expenses incurred in connection with this Agreement and the
transactions contemplated hereby, including legal fees, financial advisor fees
and all disbursements by advisors, shall be paid by the Party incurring such
expenses.



<PAGE>


                                     - 45 -


                  Celestica and Primetech represent and warrant to each other
that, except for the fees payable by Primetech to PricewaterhouseCoopers
Securities Inc. and CIBC World Markets Inc. that are set out in the Primetech
Disclosure Statement and any soliciting dealer fees payable by Primetech, no
broker, finder or investment banker is entitled to any brokerage, finder's or
other fee or commission, or to the reimbursement of any of its expenses, in
connection with the Arrangement.

8.2               REMEDIES.

                  The Parties acknowledge and agree that an award of money
damages would be inadequate for any breach of this Agreement by any Party or its
representatives and advisors and that such breach would cause the non-breaching
Party irreparable harm. Accordingly, the Parties agree that, in the event of any
such breach or a threatened breach of this Agreement by one of the Parties,
Primetech (if Celestica is the breaching Party) or Celestica (if Primetech is
the breaching party) will be entitled, without the requirement of posting a bond
or other security, to seek equitable relief, including injunctive relief and
specific performance. Subject to any other provision hereof including Section
7.3 and Section 7.5, such remedies will not be the exclusive remedies for any
breach of this Agreement but will be in addition to all other remedies available
at Law or in equity to each of the Parties.

8.3               NOTICES.

                  All notices, requests, demands and other communications
hereunder shall be deemed to have been duly given and made if in writing and if
served by personal delivery upon the party for whom it is intended or delivered,
or if sent by facsimile transmission, upon receipt of confirmation that such
transmission has been received, to the person at the address set forth below, or
such other address as may be designated in writing hereafter, in the same
manner, by such person. The date of receipt of any such notice or other
communication if delivered personally shall be deemed to be the date of delivery
thereof, or if sent by facsimile transmission the date of such transmission if
sent during normal business hours on a business day, failing which it shall be
deemed to have been received on the next business day.

                  If to Celestica:

                           Celestica Inc.
                           7th Floor
                           12 Concorde Place
                           Toronto, ON  M3C 3R8

                           Attention:       Vice-President and General Counsel
                           Fax No.:         (416) 386-7817


<PAGE>


                                     - 46 -



                 with a copy to:

                 Celestica Inc.
                 7th Floor
                 12 Concorde Place
                 Toronto, ON  M3C 3R8

                  Attention:       Senior Vice-President, Mergers & Acquisitions
                  Fax No.:         (416) 448-5444

           if to Primetech:

                  18107 TransCanada Highway
                  Kirkland, Quebec H9J 3K1

                  Attention:       President and Chief Executive Officer
                  Fax No.:         (514) 693-5441

                  with a copy to:

                  Ogilvy Renault
                  1981 McGill College Avenue
                  Suite 1100
                  Montreal, Quebec
                  H3A 3C1

                  Attention:       Norman M. Steinberg
                  Fax No.:         (514) 489-6458

Any party may change its address for service from time to time by giving notice
to the other parties in accordance with this Section 8.3.

8.4               INVESTIGATION.

                  Any investigation by a Party and its advisors shall not
mitigate, diminish or affect the representations and warranties of the other
Party or Parties, as applicable, contained in this Agreement or any document or
certificate given pursuant hereto.

8.5               SEVERABILITY.

                  If any term, provision, covenant or restriction of this
Agreement is held by a court of competent jurisdiction to be invalid, void or
unenforceable, the remainder of the terms, provisions,


<PAGE>


                                     - 47 -


covenants and restrictions of this Agreement shall remain in full force and
effect and shall in no way be affected, impaired or invalidated and the parties
shall negotiate in good faith to modify the agreement to preserve each Party's
anticipated benefits under the Agreement.

8.6               ENTIRE AGREEMENT, ASSIGNMENT AND GOVERNING LAW.

         (i) This Agreement, the Celestica NDA and the Support Agreements, as
the same have been or may be waived or amended, together with all other
documents and instruments referred to herein, constitute the entire agreement
and supersede all other prior agreements and undertakings, both written and
oral, among the Parties or any of them with respect to the subject matter
hereof.

         (ii) This Agreement: (i) is not intended to confer upon any other
person any rights or remedies hereunder; (ii) shall not be assigned by operation
of Law or otherwise (except that Celestica may assign all or any portion of its
rights under this Agreement to any wholly-owned subsidiary of Celestica, but no
such assignment shall relieve Celestica of its obligations hereunder); and (iii)
shall be governed in all respects, including validity, interpretation and
effect, by the Laws of the Province of Ontario and the Laws of Canada applicable
therein, without giving effect to the principles of conflict of Laws thereof and
all actions and proceedings arising out of or relating to this Agreement shall
be heard and determined exclusively in the courts of the Province of Ontario.

8.7               BINDING EFFECT.

                  This Agreement shall be binding upon and shall enure to the
benefit of the Parties hereto and their respective successors and specific
references to "successors" elsewhere in this Agreement shall not be construed to
be in derogation of the foregoing.

8.8               COUNTERPARTS.

                  This Agreement and any amendment, supplement or restatement
thereof may be executed in any number of counterparts, each of which shall be
deemed to be an original, and all of which taken together shall be deemed to
constitute one and the same instrument, and it shall not be necessary in making
proof of this Agreement to produce more than one counterpart.

8.9               ENGLISH LANGUAGE.

                  The parties hereto have expressly requested that this
Agreement and the Exhibits thereto be drafted in the English language. Les
parties a la presente ont expressement demande que cette entente ainsi que les
cedules s'y rattachant soient redigees dans la langue anglaise.



<PAGE>


                                     - 48 -


                  IN WITNESS WHEREOF the Parties hereto have executed this
Agreement.


                                   CELESTICA INC.


                                   by  /s/ RAHUL SURI
                                       -----------------------------------------
                                       Rahul Suri
                                       Senior Vice-President,
                                       Mergers and Acquisitions


                                   PRIMETECH ELECTRONICS INC.


                                   by  /s/ JOHN MCALLISTER
                                       -----------------------------------------
                                       John McAllister
                                       President and Chief Executive Officer


<PAGE>


                                    EXHIBIT A

                          TO THE ARRANGEMENT AGREEMENT
                                MADE MAY 31, 2001
                             BETWEEN CELESTICA INC.
                         AND PRIMETECH ELECTRONICS INC.


                      PLAN OF ARRANGEMENT UNDER SECTION 192
                     OF THE CANADA BUSINESS CORPORATIONS ACT


                                    ARTICLE 1

                                 INTERPRETATION

1.1               DEFINITIONS.

                  In this Plan of Arrangement, unless something in the subject
matter or context is inconsistent therewith:

         (a)      "ARRANGEMENT" means the proposed arrangement under the
                  provisions of section 192 of the CBCA on the terms and
                  conditions set forth in this Plan of Arrangement and any
                  amendment thereto made in accordance with Section 7.1 of the
                  Arrangement Agreement;

         (b)      "ARRANGEMENT AGREEMENT" means the agreement made between
                  Celestica and Primetech dated May 31, 2001 to which this Plan
                  of Arrangement is attached as Exhibit A and all amendments
                  thereto;

         (c)      "ARRANGEMENT RESOLUTION" means the special resolution passed
                  by the holders of Primetech Common Shares and Primetech
                  Options at the Meeting (voting together as a single class)
                  approving the Arrangement;

         (d)      "BUSINESS DAY" means a day other than a Saturday, Sunday or
                  day on which Canadian chartered banks are authorized or
                  required by law to be closed in Toronto, Ontario or Montreal,
                  Quebec;

         (e)      "CBCA" means the CANADA BUSINESS CORPORATIONS ACT;

         (f)      "CELESTICA" means Celestica Inc., a corporation governed by
                  the OBCA;

         (g)      "CELESTICA SUBORDINATE VOTING SHARES" means subordinate voting
                  shares in the capital of Celestica;


<PAGE>


                                       A-2

         (h)      "CELESTICA WEIGHTED AVERAGE TRADING PRICE" means the weighted
                  average trading price of the Celestica Subordinate Voting
                  Shares on the TSE for the twenty trading days ending on the
                  fifth Business Day immediately preceding the Effective Date;

         (i)      "CONSIDERATION" or "SHARE EXCHANGE RATIO" means, in respect of
                  each Primetech Common Share or Holdco Share, that portion of a
                  Celestica Subordinate Voting Share that is equal to:

                  (i)      if the Celestica Weighted Average Trading Price is
                           less than $68.19 the ratio equal to $15.00 divided by
                           the Celestica Weighted Average Trading Price
                           (expressed to two decimal places with amounts less
                           than 0.005 being rounded down and amounts equal to or
                           greater than 0.005 being rounded up, in each case to
                           the nearest one-hundredth of a Celestica Subordinate
                           Voting Share);

                  (ii)     if the Celestica Weighted Average Trading Price is
                           greater than $90.91, the ratio equal to $20.00
                           divided by the Celestica Weighted Average Trading
                           Price (expressed to two decimal places with amounts
                           less than 0.005 being rounded down and amounts equal
                           to or greater than 0.005 being rounded up, in each
                           case to the nearest one-hundredth of a Celestica
                           Subordinate Voting Share); and

                  (iii) in all other circumstances, the ratio equal to 0.22.

         (j)      "COURT" means the Superior Court of Quebec, District of
                  Montreal, unless otherwise agreed to by Celestica and
                  Primetech;

         (k)      "DEPOSITARY" means CIBC Mellon Trust Company;

         (l)      "DISSENT RIGHTS" means the right of a Shareholder to dissent
                  in respect of the Arrangement pursuant to the procedures set
                  forth in section 190 of the CBCA and Section 3.1;

         (m)      "EFFECTIVE DATE" means the effective date of the Arrangement,
                  being the date shown on the certificate of arrangement to be
                  issued by the Director under the CBCA giving effect to the
                  Arrangement;

         (n)      "EFFECTIVE TIME" means 12:01 a.m. (Montreal time) on the
                  Effective Date;

         (o)      "EXCHANGED OPTION" has the meaning ascribed thereto in
                  Subsection 2.2(d);

         (p)      "HOLDCO" has the meaning ascribed thereto in Section 2.3;

         (q)      "HOLDCO AGREEMENT" has the meaning ascribed thereto in Section
                  2.3;


<PAGE>


                                       A-3

         (r)      "HOLDCO ELECTION" has the meaning ascribed thereto in Section
                  2.3;

         (s)      "HOLDCO ELECTION DEADLINE" means 5:00 p.m. (Montreal time) on
                  the day which is seven Business Days immediately preceding the
                  date of the Meeting;

         (t)      "HOLDCO SHAREHOLDER" has the meaning ascribed thereto in
                  Section 2.3;

         (u)      "HOLDCO SHARE" means a common share in the capital of a Holdco
                  in respect of which a valid Holdco Election is made;

         (v)      "INTERIM ORDER" means the interim order of the Court providing
                  for, among other things, the calling and holding of the
                  Meeting;

         (w)      "MEETING" means the meeting of holders of Primetech Common
                  Shares and Primetech Options to be held for the purpose of
                  considering the Arrangement and any adjournment(s) or
                  postponement(s) thereof;

         (x)      "OBCA" means the BUSINESS CORPORATIONS ACT (Ontario);

         (y)      "PLAN OF ARRANGEMENT" means this plan of arrangement as the
                  same may be amended from time to time in accordance with the
                  terms of Section 5.1;

         (z)      "PRIMETECH" means Primetech Electronics Inc., a corporation
                  governed by the CBCA;

         (aa)     "PRIMETECH ARTICLES" means the Articles of Amalgamation of
                  Primetech dated October 7, 1997, as amended;

         (bb)     "PRIMETECH COMMON SHARES" means common shares in the capital
                  of Primetech;

         (cc)     "PRIMETECH DISSENTING SHAREHOLDER" means a Shareholder who
                  exercises such holder's Dissent Rights;

         (dd)     "PRIMETECH OPTION" means an option to acquire Primetech Common
                  Shares granted prior to the Effective Date pursuant to the
                  Primetech Option Plan;

         (ee)     "PRIMETECH OPTION PLAN" means the stock option plan of
                  Primetech known as the 1998 Stock Option Plan, as amended;

         (ff)     "SHAREHOLDER" means a holder of Primetech Common Shares;

         (gg)     "TAX ACT" means the INCOME TAX ACT (Canada); and

         (hh)     "TSE" means the Toronto Stock Exchange.


<PAGE>


                                       A-4


1.2               APPENDICES.

                  The following Appendix is attached to this Plan of Arrangement
and forms part hereof:

                  Appendix 1      -      Provisions to be included in Holdco
                                         Agreement


1.3               CONSTRUCTION.

                  In this Plan of Arrangement, unless otherwise expressly stated
or the context otherwise requires:

         (a)      references to "herein", "hereby", "hereunder", "hereof" and
                  similar expressions are references to this Plan of Arrangement
                  and not to any particular Section, Subsection or Clause;

         (b)      references to an "Article", "Section", "Subsection" or
                  "Clause" are references to an Article, Section, Subsection,
                  Clause or Appendix of or to this Plan of Arrangement;

         (c)      words importing the singular shall include the plural and VICE
                  VERSA, words importing gender shall include the masculine,
                  feminine and neuter genders, and references to a "person" or
                  "persons" shall include individuals, corporations,
                  partnerships, associations, bodies politic and other entities,
                  all as may be applicable in the context;

         (d)      the use of headings is for convenience of reference only and
                  shall not affect the construction or interpretation hereof;

         (e)      the words "includes" and "including", when following any
                  general term or statement, is not to be construed as limiting
                  the general term or statement to the specific items or matters
                  set forth or to similar items or matters, but rather as
                  referring to all other items or matters that could reasonably
                  fall within the broadest possible scope of the general term or
                  statement; and

         (f)      a reference to a statute or code includes every regulation
                  made pursuant thereto, all amendments to the statute or code
                  or to any such regulation in force from time to time, and any
                  statute, code or regulation which supplements or supersedes
                  such statute, code or regulation.

1.4               CURRENCY.

                  All references to currency herein are to lawful money of
Canada unless otherwise specified.


<PAGE>


                                       A-5


                                    ARTICLE 2

                                 THE ARRANGEMENT

2.1               ARRANGEMENT AGREEMENT.

                  This Plan of Arrangement is made pursuant to the provisions of
the Arrangement Agreement and constitutes an arrangement as referred to in
section 192 of the CBCA.

2.2               THE ARRANGEMENT.

                  Commencing at 12:01 a.m. (Montreal time) on the Effective
Date, subject to the Dissent Rights referred to in Section 3.1, the following
shall occur and be deemed to occur in the following order without any further
act or formality and, except as otherwise noted in this Section 2.2, with each
transaction or event being deemed to occur immediately after the occurrence of
the transaction or event immediately preceding it:

         (a)      Each Primetech Common Share (other than those held by
                  Primetech Dissenting Shareholders or any Holdco in respect of
                  which a valid Holdco Election is made) and each Holdco Share
                  will be transferred to Celestica in exchange for the
                  Consideration.

         (b)      In respect of each Primetech Common Share transferred pursuant
                  to Section 2.2(a), the name of the holder of such Primetech
                  Common Share will be removed from the register of holders of
                  Primetech Common Shares and added to the register of holders
                  of Celestica Subordinate Voting Shares, and Celestica will be
                  added to the register of holders of Primetech Common Shares.
                  The stated capital account in respect of the Celestica
                  Subordinate Voting Shares issued as consideration for such
                  Primetech Common Shares shall be increased by an amount equal
                  to the lesser of: (i) the maximum amount permitted to be added
                  to the paid-up capital of such Celestica Subordinate Voting
                  Shares without resulting in a deduction in computing paid-up
                  capital of the Celestica Subordinate Voting Shares pursuant to
                  Subsection 85.1(2.1) of the Tax Act, and (ii) the amount
                  permitted to be added pursuant to the OBCA.

         (c)      In respect of each Holdco Share transferred pursuant to
                  Section 2.2(a), the name of the Holdco Shareholder will be
                  removed from the register of holders of common shares of the
                  Holdco and Celestica will be added to the register of the
                  common shares of the Holdco and the name of such Holdco
                  Shareholder will be added to the register of holders of
                  Celestica Subordinate Voting Shares. The stated capital
                  account in respect of the Celestica Subordinate Voting Shares
                  issued as consideration for such Holdco Shares shall be
                  increased by an amount equal to the lesser of (i) the maximum
                  amount permitted to be added to the paid-up capital of such
                  Celestica Subordinate Voting Shares without resulting in a
                  deduction in computing paid-up


<PAGE>


                                       A-6

                  capital of the Celestica Subordinate Voting Shares pursuant to
                  Subsection 85.1(2.1) of the Tax Act, and (ii) the amount
                  permitted to be added pursuant to the OBCA.

         (d)      Primetech Options will be treated as follows: (i) each
                  Primetech Option (including each unvested Primetech Option)
                  that has not been exercised prior to the Effective Date will
                  be disposed of and exchanged for a new option (an "EXCHANGED
                  OPTION") with the same terms as the Primetech Option except as
                  set out herein (including as to vesting and termination, but
                  subject to Clause (ii) of this Subsection 2.2(d)); (ii)
                  thereafter, each such Exchanged Option will entitle its holder
                  to purchase the number of Celestica Subordinate Voting Shares
                  equal to the product of (A) the Share Exchange Ratio and (B)
                  the number of Primetech Common Shares subject to such
                  Primetech Option immediately prior to the exchange, for an
                  exercise price per Celestica Subordinate Voting Share equal to
                  the exercise price per share of such Primetech Option
                  immediately prior to the exchange divided by the Share
                  Exchange Ratio; and (iii) Celestica will assume Primetech's
                  obligations under the Primetech Option Plan and will be
                  entitled to Primetech's rights thereunder, including the right
                  to receive the exercise price upon the exercise of Exchanged
                  Options. If the foregoing calculations result in any Exchanged
                  Option being exercisable for a fraction of a Celestica
                  Subordinate Voting Share, then the number of Celestica
                  Subordinate Voting Shares subject to such Exchanged Option
                  will be rounded down to the next whole number, and the
                  aggregate exercise price for such Exchanged Option will be
                  reduced by the exercise price of such fractional Celestica
                  Subordinate Voting Share. The Primetech Option Plan will be
                  deemed to be and shall be amended to give effect to the
                  foregoing provisions of this Subsection 2.2(d).

         (e)      In lieu of delivery of fractional Celestica Subordinate Voting
                  Shares to the holders of Primetech Common Shares or of Holdco
                  Shares, each holder of Primetech Common Shares or of Holdco
                  Shares who would otherwise be entitled to receive a fraction
                  of a Celestica Subordinate Voting Share shall be paid an
                  amount in cash determined in accordance with Section 4.3
                  hereof.

2.3               HOLDCO ELECTION.

         (a)      Shareholders that are resident in Canada for purposes of the
                  Tax Act ("HOLDCO SHAREHOLDERS") of a corporation ("HOLDCO")
                  which: (i) was incorporated under the laws of Canada on or
                  after May 1, 2001; (ii) has never had any assets other than
                  Primetech Common Shares or cash; (iii) has no liabilities
                  whatsoever; and (iv) on the Effective Date has, as its only
                  issued and outstanding securities, a number of common shares
                  of Holdco equal to the number of Primetech Common Shares which
                  are owned by such Holdco, may jointly elect in respect of all
                  the Primetech Common Shares held by such Holdco (the "HOLDCO
                  ELECTION"), prior to the Holdco Election Deadline, to have all
                  the issued and outstanding common shares of the Holdco
                  transferred to Celestica in exchange for the Consideration.
                  For greater certainty, the Consideration received for such
                  Holdco Shares shall be identical to the Consideration


<PAGE>


                                       A-7

                  which such Holdco would have been entitled to receive if the
                  Primetech Common Shares held by such Holdco were acquired
                  directly by Celestica under the Plan of Arrangement.

         (b)      Each Holdco Shareholder that has made the Holdco Election will
                  be required to enter into a share purchase agreement (the
                  "HOLDCO AGREEMENT") with Celestica providing for the
                  acquisition by Celestica of all the issued and outstanding
                  Holdco Shares in accordance with Section 2.2(a) hereof and
                  containing such representations and warranties, terms and
                  conditions and indemnities as Celestica may reasonably request
                  in connection therewith, including, without limitation, the
                  representations and warranties, terms and conditions and
                  indemnities set out in Appendix A hereto, and containing the
                  requirement for the Holdco Shareholders to arrange for the
                  provision of a legal opinion of such holders' legal counsel in
                  form satisfactory to Celestica, acting reasonably, in
                  connection with the purchase and sale of such Holdco Shares.
                  Failure of any holder of Primetech Common Shares to properly
                  make a Holdco Election on or prior to the Holdco Election
                  Deadline or failure of Holdco Shareholders to properly enter
                  into a Holdco Agreement will disentitle such shareholders to
                  the Holdco Election.

                                    ARTICLE 3

                                RIGHTS OF DISSENT

3.1               RIGHTS OF DISSENT.

                  Holders of Primetech Common Shares may exercise Dissent Rights
pursuant to and in the manner set forth in Section 190 of the CBCA and in this
Section 3.1 in connection with the Arrangement as the same may be modified by
the Interim Order or the Final Order; provided that, notwithstanding subsection
190(5) of the CBCA, the written objection to the Arrangement Resolution referred
to in subsection 190(5) of the CBCA must be received by Primetech before 5:00
p.m. (Montreal time) on the Business Day preceding the Meeting. Holders who duly
exercise such Dissent Rights and who:

         (a)      are ultimately entitled to be paid by Primetech the fair value
                  for their Primetech Common Shares shall be deemed to have
                  transferred such shares to Primetech for cancellation on the
                  Effective Date immediately prior to the first step of the Plan
                  of Arrangement set out in Subsection 2.2(a) being effective;
                  or

         (b)      are ultimately not entitled to be paid by Primetech the fair
                  value for their Primetech Common Shares shall be deemed to
                  have participated in the Arrangement on the same basis as any
                  non-dissenting Shareholder as at and from the Effective Date,

but in no case shall Primetech, Celestica or any other person be required to
recognize such holders as holders of Primetech Common Shares after the Effective
Date, and the names of such holders


<PAGE>


                                       A-8

shall be deleted from the applicable register of shareholders on the Effective
Date. For greater certainty, in addition to any other restrictions in section
190 of the CBCA, neither of the following shall be entitled to exercise Dissent
Rights: (i) Holdcos in respect of which a Holdco Election has been made; and
(ii) Shareholders or Holdco Shareholders who vote in favour of the Plan of
Arrangement, enter into a Holdco Agreement or make a Holdco Election.


                                    ARTICLE 4

                                  CERTIFICATES

4.1               ENTITLEMENT OF HOLDERS OF PRIMETECH COMMON SHARES.

                  Subject to the provisions of Section 4.3, after the Effective
Date, the former holders of Primetech Common Shares will be entitled to receive,
on surrender to the Depositary of the certificates evidencing the Primetech
Common Shares held by them together with such other documents or instruments as
would have been required to effect the transfer of the Primetech Common Shares
under the articles and by-laws of Primetech and such additional documents and
instruments as the Depositary may reasonably require, and the Depositary shall
deliver to such holder, (i) a certificate representing the number of Celestica
Subordinate Voting Shares (rounded down to the nearest whole number) which such
holder has the right to receive, (ii) any dividends or distributions thereon
pursuant to Section 4.2 and (iii) any cash to which such holder is entitled in
lieu of a fractional Celestica Subordinate Voting Share pursuant to Section 4.3,
and the certificate representing such Primetech Common Shares shall be
cancelled. Until surrendered as contemplated by this Section 4.1, each
certificate which immediately prior to the Effective Date represented Primetech
Common Shares shall be deemed on and after the Effective Date to represent only
the right to receive on such surrender (i) the certificate representing
Celestica Subordinate Voting Shares as contemplated by this Section 4.1, (ii)
any dividends or distributions with a record date on or after the Effective Date
theretofore paid or payable with respect to Celestica Subordinate Voting Shares,
as contemplated by Section 4.2, and (iii) a cash payment in lieu of any
fractional Celestica Subordinate Voting Shares as contemplated by Section 4.3.

4.2               DISTRIBUTIONS.

                  No dividends or other distributions declared or made on or
after the Effective Date with respect to Celestica Subordinate Voting Shares
with a record date on or after the Effective Date shall be paid to the holder of
any unsurrendered certificate which immediately prior to the Effective Date
represented outstanding Primetech Common Shares or Holdco Shares that were
exchanged pursuant to Section 2.2, and no cash payment in lieu of fractional
shares shall be paid to any such holder pursuant to Section 4.3, unless and
until the holder of record of such certificate shall surrender such certificate
in accordance with Section 4.1. Prior to such time, such dividends,
distributions, cash payments in lieu of fractional shares or other amounts will
be made or paid to the Depositary to be held by it in trust for that holder. All
monies so held in trust by the Depositary shall be deposited in an
interest-bearing account and any interest earned on such funds shall be for the


<PAGE>


                                       A-9

account of Celestica. Such amount will be provided to the Depositary by
Celestica upon request by the Depositary.

4.3               FRACTIONAL SHARES.

                  No certificates or scrip representing fractional Celestica
Subordinate Voting Shares will be issued upon the surrender for exchange of
certificates pursuant to Section 4.1 and no dividend, stock split, or other
change in the capital structure of Celestica shall relate to any such fractional
security and such fractional interests shall not entitle the owner thereof to
vote or to exercise any rights as a securityholder of Celestica. In lieu of such
fractional securities, such person otherwise entitled thereto shall receive a
cash payment equal to the amount obtained by multiplying the fraction of a
Celestica Subordinate Voting Share otherwise issuable by the Celestica Weighted
Average Trading Price.


                                    ARTICLE 5

                                   AMENDMENTS

5.1               AMENDMENTS TO PLAN OF ARRANGEMENT.

         (a)      Celestica and Primetech reserve the right to amend, modify
                  and/or supplement this Plan of Arrangement at any time and
                  from time to time prior to the Effective Date, provided that
                  each such amendment, modification and/or supplement must be
                  (i) set out in writing, (ii) approved by the other, (iii)
                  filed with the Court and, if made following the Meeting,
                  approved by the Court, and (iv) communicated to holders of
                  Primetech Common Shares and Primetech Options if and as
                  required by the Court.

         (b)      Any amendment, modification or supplement to this Plan of
                  Arrangement may be proposed by Celestica or Primetech at any
                  time prior to or at the Meeting (provided that the other shall
                  have consented thereto) with or without any other prior notice
                  or communication, and if so proposed and accepted by the
                  persons voting at the Meeting (other than as may be required
                  under the Interim Order), shall become part of this Plan of
                  Arrangement for all purposes.

         (c)      Any amendment, modification or supplement to this Plan of
                  Arrangement that is approved by the Court following the
                  Meeting shall be effective only if it is consented to by each
                  of Celestica and Primetech.

         (d)      Any amendment, modification or supplement to the Plan of
                  Arrangement may be made following the Effective Date
                  unilaterally by Primetech, provided that it concerns a matter
                  which, in the reasonable opinion of Primetech, is of an
                  administrative nature required to better give effect to the
                  implementation of this Plan


<PAGE>


                                      A-10

                  of Arrangement and is not adverse to the financial or economic
                  interests of Celestica or any holder of Primetech Common
                  Shares.



<PAGE>


                                      A-11

                                   APPENDIX 1

                          PROVISIONS TO BE INCLUDED IN
                                HOLDCO AGREEMENT

                  Each Holdco Agreement shall include the following
representations and warranties, terms and conditions, and indemnities in favour
of Celestica:

I.       REPRESENTATIONS AND WARRANTIES OF THE HOLDCO SHAREHOLDERS

                  Each of the Holdco Shareholders hereby represents and warrants
to Celestica as follows and hereby acknowledges and confirms that Celestica is
relying on such representations and warranties in connection with the purchase
by Celestica of the Holdco Shares:

         (a)      the execution and delivery of this Holdco Agreement by the
                  Holdco Shareholders and Holdco and the completion by the
                  Holdco Shareholders and Holdco of the transactions
                  contemplated hereby:

                  (i)      will not conflict with, result in the breach of or
                           constitute a default under the articles, by-laws or
                           resolutions of Holdco or any agreement, indenture,
                           contract, lease, deed of trust, licence, option,
                           instrument or other commitment, whether written or
                           oral (a "Contract") to which the Holdco Shareholders
                           or Holdco is a party; and

                  (ii)     do not and will not violate any provision of law or
                           administrative regulation or any judicial or
                           administrative award, judgment or decree binding upon
                           the Holdco Shareholders or Holdco;

         (b)      each of the Holdco Shareholders is not a non-resident of
                  Canada for the purposes of the Tax Act;

         (c)      each Holdco is a resident of Canada for the purposes of the
                  Tax Act;

         (d)      this Holdco Agreement has been duly executed and delivered by
                  each of the Holdco Shareholders and Holdco and is a valid and
                  binding obligation of each of the Holdco Shareholders and
                  Holdco enforceable against each of the Holdco Shareholders and
                  Holdco in accordance with its terms, subject to applicable
                  bankruptcy, insolvency and other laws affecting the
                  enforcement of creditors' rights generally and provided that
                  equitable remedies will only be awarded in the discretion of a
                  court of competent jurisdiction;

         (e)      all of the Holdco Shares are registered in the name of, and
                  beneficially owned by, not more than five Holdco Shareholders
                  free and clear of all liens, charges, encumbrances, claims and
                  equities (collectively, "Liens");


<PAGE>


                                      A-12

         (f)      no person has any Contract, warrant or option or any right
                  capable of becoming a Contract, warrant or option for the
                  purchase from any of the Holdco Shareholders of any of the
                  Holdco Shares or from Holdco of any shares or other securities
                  of Holdco or of any of the [insert number] Primetech Common
                  Shares held by Holdco (the "Subject Shares");

         (g)      the Holdco Shares are validly issued and outstanding as fully
                  paid and non-assessable shares in the capital of Holdco and
                  are the only issued and outstanding shares in the capital of
                  Holdco and, as of the Effective Date, the number of Holdco
                  Shares outstanding is equal to the number of Subject Shares;

         (h)      Holdco is a corporation duly incorporated on or after May 1,
                  2001 and duly organized and validly existing under the laws of
                  Canada;

         (i)      Holdco is the beneficial and registered holder of the Subject
                  Shares all of which are held by Holdco free and clear of all
                  Liens;

         (j)      Holdco does not own or hold and has never owned or held
                  property or assets or any interests therein of any nature or
                  kind whatsoever other than the Subject Shares and cash and
                  Holdco does not carry on, and has never carried on, an active
                  business;

         (k)      Holdco has no obligations, liabilities (whether actual or
                  contingent) or indebtedness to any person, including without
                  limitation any liabilities in respect of federal or provincial
                  income, corporate, goods and services, capital, harmonized
                  sales, sales, excise, employer health, surtaxes, education,
                  social services, social security, employment insurance, health
                  insurance, Canada, Quebec and other governmental pension plan
                  premiums or contributions, land transfer or any other taxes,
                  duties or imposts of any nature or kind whatsoever, or in
                  respect of any judgments, orders, fines, interest, penalties,
                  awards or decrees of any court, tribunal or governmental,
                  administrative or regulatory department, commission, board,
                  bureau, agency or instrumentality, domestic or foreign;

         (l)      Holdco has no subsidiaries and is not bound by any Contract to
                  acquire or lease in any manner any shares or assets of any
                  nature or kind whatsoever;

         (m)      Holdco does not have, and has never had, any employees and its
                  directors and officers receive no remuneration or compensation
                  from Holdco;

         (n)      Holdco is not a party to any Contract of any nature or kind
                  whatsoever except for the Contract with the Holdco
                  Shareholder(s) pursuant to which Holdco acquired the Subject
                  Shares (a true and complete copy of which has been provided to
                  Celestica);

         (o)      there are no claims, investigations, actions, suits or
                  proceedings pending or threatened against or affecting Holdco
                  or the Holdco Shareholders, whether at law


<PAGE>


                                      A-13

                  or in equity or before or by any federal, provincial,
                  municipal or other governmental or administrative or
                  regulatory department, commission, board, tribunal, bureau,
                  agency or instrumentality, domestic or foreign, that would
                  adversely affect in any manner the ability of Holdco and the
                  Holdco Shareholders to enter into this Holdco Agreement and
                  perform their obligations hereunder;

         (p)      there are no claims, investigations, actions, suits or
                  proceedings pending or threatened against or affecting Holdco,
                  whether at law or in equity or before or by any federal,
                  provincial, municipal or other governmental or administrative
                  or regulatory department, commission, board, tribunal, bureau,
                  agency or instrumentality, domestic or foreign;

         (q)      Holdco is in full compliance with all laws, rules or
                  regulations to which Holdco or the Subject Shares may be
                  subject;

         (r)      the books and records of Holdco fairly and correctly set out
                  and disclose in all respects, in accordance with generally
                  accepted accounting principles in Canada consistently applied,
                  the financial position of Holdco as of the date hereof and all
                  financial transactions of Holdco have been accurately recorded
                  in such books and records; and

         (s)      the corporate records and minute books of Holdco contain
                  complete and accurate minutes of all meetings of the directors
                  and shareholders of Holdco held since its incorporation and
                  all such meetings were duly called and held and the share
                  certificate books, register of shareholders, register of
                  transfers and register of directors and officers of Holdco are
                  complete and accurate;

II.      COVENANTS

         (a)      HOLDCO DOCUMENTS. The Holdco Shareholders and Holdco shall
                  forthwith make available to Celestica and its authorized
                  representatives all minute books, share certificate books,
                  share registers, books of account, accounting records,
                  corporate documents and all other books or records, documents,
                  information or data relating to Holdco (collectively the
                  "Holdco Documents"). At the time of closing, all of the Holdco
                  Documents shall be delivered to Celestica by the Holdco
                  Shareholders and Holdco.

         (b)      NO SHARE ISSUANCES. No Holdco Shareholder that is a
                  corporation shall issue any shares from and after the date
                  hereof to and including the Effective Date in connection with
                  any direct or indirect transfer of Primetech Common Shares.


<PAGE>


                                      A-14

III.     INDEMNIFICATION

         (a)      OBLIGATIONS TO INDEMNIFY. Each of the Holdco Shareholders
                  agrees to indemnify and save harmless Celestica from all
                  claims, demands, proceedings, losses, damages, liabilities,
                  deficiencies, costs and expenses (including, without
                  limitation, reasonable legal and other professional fees and
                  disbursements, interest, penalties and amounts paid in
                  settlement) (singly a "Loss" and collectively "Losses")
                  suffered or incurred by Celestica as a result of or arising
                  directly or indirectly out of or in connection with any breach
                  by the Holdco Shareholders or Holdco of any representation,
                  warranty, obligation or covenant of the Holdco Shareholders or
                  Holdco contained in this Holdco Agreement. Celestica agrees to
                  indemnify and save harmless the Holdco Shareholders from all
                  Losses suffered or incurred by them as a result of or arising
                  directly or indirectly out of or in connection with any breach
                  by Celestica of any representation, warranty, obligation or
                  covenant of Celestica contained in the Holdco Agreement.

         (b)      NOTICE OF CLAIM. In the event that a party (the "Indemnified
                  Party") shall become aware of any claim, proceeding or other
                  matter (a "Claim") in respect of which another party (the
                  "Indemnifying Party") agreed to indemnify the Indemnified
                  Party pursuant to the Holdco Agreement, the Indemnified Party
                  shall promptly give written notice thereof to the Indemnifying
                  Party. Such notice shall specify whether the Claim arises as a
                  result of a claim by a person against the Indemnified Party (a
                  "Third Party Claim") or whether the Claim does not so arise (a
                  "Direct Claim"), and shall also specify with reasonable
                  particularity (to the extent that the information is
                  available) the factual basis for the Claim and the amount of
                  the Claim, if known. If, through the fault of the Indemnified
                  Party, the Indemnifying Party does not receive notice of any
                  Claim in time to contest effectively the determination of any
                  liability susceptible of being contested, the Indemnifying
                  Party shall be entitled to set off against the amount claimed
                  by the Indemnified Party the amount of any Losses incurred by
                  the Indemnifying Party resulting directly from the Indemnified
                  Party's failure to give such notice on a timely basis.

         (c)      DIRECT CLAIMS. With respect to any Direct Claim, following
                  receipt of notice from the Indemnified Party of the Claim, the
                  Indemnifying Party shall have 60 days to make such
                  investigation of the Claim as is considered necessary or
                  desirable. For the purpose of such investigation, the
                  Indemnified Party shall make available to the Indemnifying
                  Party the information relied upon by the Indemnified Party to
                  substantiate the Claim, together with all such other
                  information as the Indemnifying Party may reasonably request.
                  If both parties agree at or prior to the expiration of such
                  60-day period (or any mutually agreed upon extension thereof)
                  to the validity and amount of such Claim, the Indemnifying
                  Party shall immediately pay to the Indemnified Party the full
                  agreed upon amount of the Claim.


<PAGE>


                                      A-15

         (d)      THIRD PARTY CLAIMS. With respect to any Third Party Claim, the
                  Indemnified Party shall have the exclusive right, at the
                  expense of the Indemnifying Party, to contest, settle or pay
                  the amount claimed and to retain counsel and other experts or
                  advisers selected by the Indemnified Party in its sole
                  discretion in connection therewith; provided, however, that
                  the Indemnified Party shall not settle any Third Party Claim
                  without the written consent of the Indemnifying Party, which
                  consent shall not be unreasonably withheld or delayed. If the
                  Indemnified Party elects to assume such control, the
                  Indemnifying Party shall have the right, at its sole expense,
                  to participate in the negotiation, settlement or defence of
                  such Third Party Claim. If any Third Party Claim is of a
                  nature such that the Indemnified Party is required by
                  applicable law to make a payment to any person (a "Third
                  Party") with respect to the Third Party Claim before the
                  completion of settlement negotiations or related legal
                  proceedings, the Indemnified Party may make such payment and
                  the Indemnifying Party shall, forthwith after demand by the
                  Indemnified Party, reimburse the Indemnified Party for such
                  payment. If the amount of any liability of the Indemnified
                  Party under the Third Party Claim in respect of which such
                  payment was made, as finally determined, is less than the
                  amount that was paid by the Indemnifying Party to the
                  Indemnified Party, the Indemnified Party shall, forthwith
                  after receipt of the difference from the Third Party, pay the
                  amount of such difference to the Indemnifying Party.

         (e)      PAYMENT AND COOPERATION. The Indemnifying Party shall pay to
                  the Indemnified Party all amounts for which the Indemnifying
                  Party is liable pursuant to this section promptly after the
                  Indemnified Party incurs the Loss in respect of which such
                  liability arises. The Indemnified Party and the Indemnifying
                  Party shall co-operate fully with each other with respect to
                  Third Party Claims, and shall keep each other fully advised
                  with respect thereto (including supplying copies of all
                  relevant documentation promptly as it becomes available).

         (f)      TAX EFFECT. If any payment received by an Indemnified Party
                  hereunder (an "Indemnity Payment") would constitute income for
                  tax purposes to such Indemnified Party, the Indemnifying Party
                  shall pay a Tax Gross Up to the Indemnified Party at the same
                  time and on the same terms, as to interest and otherwise, as
                  the Indemnity Payment. The amount of any Loss for which
                  indemnification is provided shall be adjusted to take into
                  account any tax benefit realized by the Indemnified Party or
                  any of its affiliates by reason of the Loss for which
                  indemnification is so provided or the circumstances giving
                  rise to such Loss. For purposes of this paragraph (f), any tax
                  benefit shall be taken into account at such time as it is
                  received by the Indemnified Party or its affiliate. For
                  purposes of this paragraph (f), "Tax Gross Up" shall mean,
                  with respect to any Indemnity Payment, such additional amount
                  (calculated in accordance with the Calculation Method) as is
                  necessary to place the Indemnified Party in the same after tax
                  position as it would have been in had such Indemnity Payment
                  been received tax free; and "Calculation Method" with respect
                  to the calculation of any Tax Gross Up on any Indemnity
                  Payments, shall mean that such Tax Gross Up shall be
                  calculated by using the combined Canadian federal and


<PAGE>


                                      A-16

                  Canadian provincial income tax rate applicable to the
                  Indemnified Party and, except as provided in this paragraph
                  (f), without regard to any losses, credits, refunds or
                  deductions that the Indemnified Party may have which could
                  affect the amount of tax payable on any such Indemnity
                  Payment.




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.8
<SEQUENCE>4
<FILENAME>a2074474zex-3_8.txt
<DESCRIPTION>EXHIBIT 3.8
<TEXT>

<PAGE>


                                                                    EXHIBIT 3.8


A MERGER AGREEMENT made on 15 June 2001

BETWEEN

OMNI INDUSTRIES LIMITED, a company incorporated under the laws of Singapore
whose registered office is at 1 Sophia Road, #05-03, Peace Centre, Singapore
228149 (OMNI); and

CELESTICA INC., a corporation incorporated under the laws of the Province of
Ontario, Canada (CELESTICA).

WHEREAS:

Omni and Celestica (or a wholly-owned subsidiary of Celestica) propose to merge
by way of scheme of arrangement pursuant to Section 210 of the Companies Act, to
be proposed by Omni to its ordinary shareholders as described in the
Announcement (as defined below) and this Agreement. This agreement sets out
certain matters relating to the conduct of the proposed merger that have been
agreed to by Omni and Celestica.

IT IS HEREBY AGREED as follows:

DEFINITIONS AND INTERPRETATION

1.1 In this Agreement, the following expressions shall have the following
meanings:

AGREEMENT CONDITIONS has the meaning given in clause 4.2;

ANNOUNCEMENT means the announcement relating to the Scheme, substantially in the
form of Appendix 1;

BUSINESS DAY means any day on which banks are open for a full range of banking
business in Singapore and Toronto (excluding Saturdays);

CELESTICA SHARES means subordinate voting shares in the capital of Celestica;

COMPANIES ACT means the Singapore Companies Act, Chapter 50;

COMPETING PROPOSAL means a proposal by a third party involving (i) a sale or
other disposal of any direct or indirect interest in some or all of the Omni
Shares or the assets and undertakings of Omni (or any of them) (other than in
the ordinary and usual course of Omni's trading activities) (ii) a general offer
for Omni Shares or (iii) a scheme of arrangement involving Omni or the merger of
Omni with any other entity or any other transaction with respect to Omni Shares
or assets of Omni from any third party or (iv) any other arrangement having an
effect similar to any of (i) to (iii) above including a merger or amalgamation
proposal. For the purpose of this definition OMNI shall include any subsidiary
of Omni;

CONDITIONS means the Agreement Conditions and the Scheme Conditions;

CONFIDENTIALITY AGREEMENT means the letter of confidentiality from Celestica to
Omni delivered in February 2001;

COURT means the High Court of Singapore;

COURT MEETING means the meeting of the Omni Shareholders to be convened by the
Court to approve the Scheme;


<PAGE>


COURT ORDER means the order of the Court sanctioning the Scheme under Section
210 of the Companies Act, confirming the transfer of the Omni Shares to
Celestica (or a wholly-owned subsidiary of Celestica) and approving financial
assistance, if any, pursuant to Section 76 of the Companies Act;

ENCUMBRANCE means any charge, mortgage, lien, hypothecation, judgement
encumbrance, title retention, preferential right, trust arrangement or other
security interest or other agreement or arrangement having a commercial effect
analogous to the conferring of security or similar right in favour of any
person;

EXCLUSIVITY AGREEMENT means the exclusivity agreement between Omni, the
Substantial Shareholder and Celestica dated 8 June 2001;

FINAL OPTION EXERCISE DATE means the date which is 4 Business Days prior to the
Record Date;

HSR ACT means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended;

IFA means the independent financial adviser appointed to advise the independent
directors of Omni in relation to the Merger and the Scheme;

IRREVOCABLE UNDERTAKINGS means the respective irrevocable undertakings to be
signed by each member of Management, Wuthelam and Koh Boon Hwee containing
undertakings to vote in favour of the resolution of Omni shareholders to be
proposed at the Court Meeting;

LISTING RULES means the listing rules of the SGX;

MANAGEMENT means KHAW Kheng Joo, LEE Kim Bock, SEOW Kiat Wang, SIM Beng Chye and
TAN Chow Boon;

MERGER means the merger of Omni and Celestica (or a wholly-owned subsidiary of
Celestica) to be effected by way of the Scheme and on the terms and subject to
the conditions set out in this Agreement;

MERGER DATE means the date on which the Scheme becomes effective upon delivery
of the Court Order to the ROC;

MERGER REGULATION means Council Regulation (EC) 4064/89 as amended by Council
Regulation (EC) 1310/97;

NEW CELESTICA SHARES means new Celestica Shares to be issued in connection with
the Merger;

NEW CELESTICA TRANSACTION means a proposal by Celestica in relation to an offer,
scheme of arrangement or other arrangement or transaction to acquire all the
Omni Shares or the assets and undertakings of Omni (or any of them) and includes
any enhanced, revised or amended version of a New Celestica Transaction, in
respect of which Celestica has (i) publicly announced its intention to proceed
within 14 days of the date on which the relevant Competing Proposal was publicly
announced and (ii) commenced the New Celestica Transaction within 30 days of the
date on which the relevant Competing Proposal was publicly announced. For the
purposes of this definition a New Celestica Transaction shall be deemed to have
been COMMENCED on the date that a public announcement is made setting out all
material terms of the relevant transaction which confirms that Celestica has a
binding commitment to proceed with the New Celestica Transaction, whether
pursuant to the Takeover Code, the Companies Act, a merger agreement or a sale
and purchase agreement entered into with Omni or otherwise;


                                                                          Page 2

<PAGE>


NYSE means the New York Stock Exchange;

OMNI EMPLOYEE SHARE OPTION SCHEME means the employee share option scheme
approved by Omni Shareholders at the extraordinary general meeting of Omni on 2
September 1998;

OMNI GROUP means Omni and its subsidiaries;

OMNI OPTIONS means options granted by Omni under the Omni Employee Share Option
Scheme;

OMNI OPTIONHOLDERS means holders of Omni Options;

OMNI SHAREHOLDERS means the holders of the Omni Shares from time to time;

OMNI SHARES means ordinary shares of S$0.10 each in the capital of Omni;

RECORD DATE means the record date for participation in the Scheme;

REGULATORY APPROVALS means all authorisations, approvals, consents, clearances,
permissions or decisions which are required for the implementation of the
Scheme;

ROC means the Registry of Companies and Businesses in Singapore;

SCHEME means the scheme of arrangement to be proposed to the Omni Shareholders
pursuant to Section 210 of the Companies Act to effect the Merger, as described
in the Announcement (and includes any enhanced, revised or amended version
thereof);

SCHEME CONDITIONS has the meaning given in clause 4.1;

SCHEME DOCUMENT means the document to be sent to the Omni Shareholders in
connection with the implementation of the Merger, which will contain, inter
alia, details of the Scheme in terms agreed by the parties and the notice to
Omni Shareholders for the purposes of convening the Court Meeting;

SEC means the Securities and Exchange Commission;

SGX means the Singapore Exchange Securities Trading Limited;

SUBSIDIARY has the meaning given in the Companies Act;

TIMETABLE means the indicative timetable of events relating to the Scheme set
out in Appendix 2 and any revised timetable agreed by the parties in writing;

TSE means the Toronto Stock Exchange; and

WUTHELAM means Wuthelam Industries (S) Pte Ltd.

1.2      In this Agreement, unless the context otherwise requires:

(a)      the headings are inserted for convenience only and shall not affect the
         construction of this Agreement;

(b)      references to PERSONS shall include individuals, bodies corporate
         (wherever incorporated), unincorporated associations and partnerships;
         and to PARTIES are to the parties to this Agreement;


                                                                          Page 3

<PAGE>


(c)      words importing the singular include the plural (and vice versa), and
         words indicating a gender include all genders;

(d)      a reference to "US$" is to the lawful currency for the time being of
         the United States and a reference to "S$" is to the lawful currency for
         the time being of Singapore; and

(e)      any thing or obligation to be done under this Agreement which requires
         or falls to be done on a Business Day, shall be done on the next
         succeeding Business Day, if the day upon which that thing or obligation
         to be done falls on a day which is not a Business Day.

1.3      The Appendices comprise appendices to this Agreement and form part of
         this Agreement.

ANNOUNCEMENTS

2.1 Immediately following the signature of this Agreement and the Irrevocable
Undertakings (or as soon as practicable thereafter), Celestica and Omni shall
procure the release of the Announcement. The obligations of the parties, other
than this clause 2.1, shall be conditional upon the release of the Announcement.
Each party confirms that its board of directors has approved the contents of and
release of the Announcement.

2.2 Except as required by law or any stock exchange or governmental or other
regulatory or supervisory body or authority of competent jurisdiction to whose
rules the party making the announcement or disclosure is subject, whether or not
having the force of law, no party shall make any further announcement or
disclosure (including the issue of any circular to shareholders and/or
optionholders of Omni or other public communication) concerning this Agreement,
the Merger or the Scheme without the prior approval of the other party. The
parties shall consult in respect of the terms, timing and manner of publication
of any documents (including but not limited to the Announcement and Scheme
Document) relating to the Merger and for the avoidance of doubt, Omni will
provide drafts of the Scheme Document to Celestica for comment and Celestica
shall be entitled to be represented by counsel at the Court hearings for
convening the Court Meeting and for the sanction of the Scheme.

MERGER

3.1 The Merger will be effected by way of the Scheme, the terms of which are set
out in this Agreement and the Announcement together with such other terms agreed
by both parties or as are required under applicable laws, regulations, rules and
codes.

3.2 All Omni Shares transferred to Celestica pursuant to the Scheme shall be
transferred free from Encumbrances and will have all rights now and subsequently
attaching to the Omni Shares, including the right to receive and retain all
dividends and other distributions declared, made or paid after the date of this
Agreement save that the Omni Shareholders will be entitled to retain the final
dividend of S$0.006 per Omni Share approved on 14 May 2001 which will be paid on
18 June 2001 to Omni Shareholders on the register at 8 June 2001.

3.3 Omni Optionholders shall be entitled to exercise Omni Options in accordance
with the terms of those options up to and including the Final Option Exercise
Date. Omni shall use its reasonable endeavours to procure that the Omni Options
shall not be exercisable from and including the Final Omni Option Exercise Date.
Arrangements are to be made pursuant to Rule 10.5 of the Omni Employee Share
Option Scheme such that on the Merger Date each Omni Option (including each
unvested Omni Option) that has not been exercised prior to the Merger Date will
continue in full force and effect from and after the Merger Date on the same
terms existing prior to such time (except as to the date on which the Omni
Options become exercisable, exercise period and termination, but subject to
clause 3.3(i)); (i) from and after the Merger Date, each such Omni Option shall
entitle its


                                                                          Page 4

<PAGE>


holder to purchase the number of Celestica Shares equal to the product of 0.045
and the number of Omni Shares subject to such Omni Option immediately prior to
such time for an exercise price per Celestica Share equal to the exercise price
per share of such Omni Option immediately prior to such time divided by 0.045
and shall be exerciseable at any time from the Merger Date up until and
including the date which is 60 days after the date of the hearing at which the
Court sanctions the Scheme; any such options which have not been exercised prior
to the expiry of such 60 day period shall automatically lapse and expire; and
(ii) Celestica will assume or undertake Omni's obligations under the Omni
Employee Share Option Scheme and will assume or be entitled to Omni's rights
thereunder, including the right to receive the exercise price upon the exercise
of Omni Options. If the foregoing calculations result in any Omni Option being
exercisable for a fraction of a Celestica Share, then the number of Celestica
Shares subject to such Omni Option shall be rounded down to the next whole
number. The Omni Employee Share Option Scheme shall, if practicable, be deemed
to be and shall be amended to give effect to the foregoing provisions of this
clause 3.3.

3.4 Subject to the fulfilment or waiver (as applicable) of the Conditions, the
registration of the copy of the Court Order with the ROC to give effect to the
Scheme in accordance with its terms shall take place as soon as practicable and
in any event within 15 Business Days after the date of grant of the Court Order
or by such other date as Omni and Celestica agree. Omni shall use its best
endeavours to register the Court Order in accordance with this clause 3.4 but
shall only do so if (i) each of the Conditions has been satisfied or, where
relevant, waived in accordance with the terms of this Agreement and (ii) this
Agreement has not been terminated pursuant to clause 10.

3.5 The parties intend that the record date for determining the Omni
Shareholders who will be entitled to submit elections to receive cash in respect
of all or any of their Omni Shares will be as set out in the Timetable. The
parties will consult to determine whether it would be advantageous for this
record date to be on an alternative date.

3.6 If the SEC fails to issue a no action letter permitting the Omni
shareholders in the United States to elect to receive any form of consideration
available in connection with the Scheme; Celestica may prohibit Omni
Shareholders resident in the United States from making elections as to the form
of consideration they are to receive under the Scheme and such shareholders
shall be eligible to receive consideration under the Scheme only in the form of
New Celestica Shares.

CONDITIONS

4.1 SCHEME CONDITIONS: The Scheme shall only become effective upon delivery of
the Court Order to sanction the Scheme to the ROC following fulfilment of the
following conditions:

(a)      receipt of all applicable Regulatory Approvals and such approvals not
         being revoked on or before the Merger Date;

(b)      approval of the Scheme by a majority in number of the Omni Shareholders
         present (in person or by proxy) and voting at the Court Meeting
         representing not less than 75 per cent. in value of the Omni Shares in
         respect of which votes are cast at the Court Meeting pursuant to
         Section 210 of the Companies Act;

(c)      the sanction of the Scheme and financial assistance, if any, involved
         therein by the Court; and

(d)      the conditions set out in clause 4.2 being satisfied or, if applicable
         waived by the relevant party or parties specified in clause 4.4, and
         this Agreement not being terminated in accordance with its terms.


                                                                          Page 5
<Page>


4.2 AGREEMENT CONDITIONS: Completion of the Merger on the Merger Date and the
delivery of the Court Order as referred to in clause 4.1, shall be conditional
upon the following conditions:

(a)      no government or governmental, investigative or regulatory body or
         court or any other similar person or body with competent jurisdiction
         having taken, instituted, implemented or threatened any action,
         proceeding, suit, investigation or enquiry, or enacted or made any
         statute, regulation or order, or taken any similar step or imposed any
         condition that would or might make the Scheme or the Merger or its
         implementation illegal, void, unenforceable or in breach of any
         condition imposed by any regulatory authority in or under the laws of
         any jurisdiction;

(b)      the approval for listing of the New Celestica Shares on the NYSE,
         subject to official notice of issuance, and the TSE, subject to
         Celestica filing customary documents with the TSE;

(c)      the making of all necessary or appropriate notifications and filings
         with, and the expiry or termination of all relevant waiting periods (or
         extensions thereof) imposed by, competition, anti-trust or other
         governmental or regulatory authorities in any jurisdiction in
         connection with the implementation of the Merger, including, if
         applicable the expiry or termination of all applicable waiting periods
         (including any extension thereof) including under the HSR Act in the
         United States; and if applicable, the European Commission having issued
         a decision under Article 6(1)(b) of the Merger Regulation or being
         deemed to have done so under Article 10(6) of the Merger Regulation;
         and

(d)      no indications having been received or expected from Lee Kim Bock or
         Khaw Kheng Joo or any two of the three other members of Management to
         the effect that they have terminated or intend to terminate their
         employment agreement with Celestica Asia Pte Ltd or otherwise not
         perform their obligations thereunder.

4.3 The Scheme Conditions (other than the Scheme Condition specified in clause
4.1(d)) and the terms of the Merger specified in the Announcement shall only be
capable of amendment or waiver by the parties acting jointly.

4.4 Celestica and Omni, acting together, may waive all or any of the conditions
contained in clauses 4.2(a), (b) and (c) in whole or in part. Celestica has the
right to waive the condition contained in clause 4.2(d) in whole or in part.

4.5 Each of the parties shall use all reasonable endeavours to procure
satisfaction of the Conditions as soon as reasonably possible after release of
the Announcement and to procure that no event occurs or circumstance arises that
would prevent the Conditions from being fulfilled or would entitle either party
to terminate this Agreement pursuant to clause 10.

4.6 Each party will notify the other of any matter or circumstance that it
becomes aware of which might cause or result in (i) any of the Conditions to be
unfulfilled or incapable of fulfilment or (ii) either party having the right to
terminate this Agreement pursuant to clause 10, as soon as possible after
becoming aware of such matter or circumstance.

OMNI OBLIGATIONS

5.       Omni hereby irrevocably undertakes with Celestica:

(a)      to prepare and  despatch  as soon as  reasonably  practicable  and to
         use reasonable endeavours to procure the despatch in compliance with
         the Timetable of (i) the Scheme Document and (ii) all other
         announcements, advertisements or circulars which are necessary or
         appropriate for the purposes of the Scheme and to use its best
         endeavours to propose the resolutions


                                                                          Page 6
<PAGE>


         referred to in clause 4.1(b) for approval by the Omni Shareholders at
         the Court Meeting provided that in the event that a third party
         publicly announces an intention to make, or the terms of, a Competing
         Proposal at any time during the 10 Business Days prior to the date on
         which it is expected that the Scheme Document is to be despatched as
         stated in the Timetable, and if Celestica shall request, Omni shall
         postpone the printing and despatch of the Scheme Documents until the
         date of such despatch is agreed with Celestica which shall be no more
         than 10 Business Days after such expected despatch date;

(b)      as soon as reasonably practicable, to make such filings or assist
         Celestica to make such filings with antitrust authorities or other
         governmental or regulatory authorities in any jurisdiction as are
         necessary or appropriate for implementation of the Merger, or with
         respect to the acquisition of shares in, or control of Omni, or any of
         its subsidiaries by Celestica following implementation of the Merger,
         including without limitation (if applicable) under the Merger
         Regulation and the HSR Act;

(c)      to take all steps  required by this Agreement or applicable  laws and
         regulations to be taken by it in relation to the Scheme and to use its
         best endeavours to procure that the Scheme is implemented on the terms
         set out in the Announcement and the Scheme Document and, as far as
         reasonably practicable, in accordance with the Timetable, including,
         without limitation, (i) seeking the dates for the relevant Court
         hearings on an urgent basis, (ii) despatching the Scheme Document and
         appropriate forms of proxy for use at the Court Meeting promptly
         following approval thereof (where required) by the Court to all of its
         shareholders and in accordance with the Timetable, (iii) in the event
         of the Merger being approved by the requisite majority at the Court
         Meeting, promptly applying to the Court for, and diligently seeking its
         sanction of, the Scheme and (iv) in the event of the Court Order being
         obtained, promptly delivering the same to the ROC for registration as
         contemplated by this Agreement;

(d)      to provide such assistance to Celestica as may reasonably be required
         in connection with the Scheme and/or Merger and to use reasonable
         endeavours to facilitate the consummation of the transactions
         contemplated by this Agreement, the Merger or the implementation of the
         Merger;

(e)      from the date  hereof  until  the  Merger  Date and to the  extent
         permitted by applicable laws and existing contractual arrangements with
         third parties imposing confidentiality obligations, it will (i) give
         Celestica and its advisers reasonable access, to the offices,
         properties, books and records of the Omni Group, (ii) furnish to
         Celestica and its advisers such information relating to the Omni Group
         (including, without limitation, information relating to the assets,
         business, financial position, liabilities, management, operations,
         prospects and results of operations of the Omni Group) as Celestica and
         its advisers may reasonably require and (iii) authorise and direct its
         officers, employees, auditors, lawyers and other advisers to assist and
         co-operate fully with Celestica, in each case for the purposes of
         implementing and facilitating the Merger;

(f)      from the date hereof until the Merger Date it will, and will procure
         that each member of the Omni Group will, unless the prior written
         consent of Celestica is given:

         (i)      carry on its business only in the ordinary and usual course
                  and to take all action reasonably necessary to preserve its
                  assets and not make any significant change in the current
                  business organisation of the Omni Group;

         (ii)     not declare, pay or make or propose the declaration, paying or
                  making of any dividend, bonus or other distribution other than
                  with respect to the final dividend of S$0.006 per Omni Share
                  to be paid on the 18 June 2001;


                                                                          Page 7
<PAGE>


         (iii)    not issue shares of any class or securities convertible into,
                  or rights, warrants or options to subscribe for, shares of
                  Omni or any other member of the Omni Group of any class or
                  such convertible securities (save for Omni Shares issued upon
                  exercise of Omni Options);

         (iv)     not, unless the consequences would not be considered material
                  in the context of the Omni Group taken as a whole:

                  (A)   enter into any long term contract or commitment other
                        than in the ordinary and usual course of business;

                  (B)   enter into any joint venture, partnership or
                        co-operation agreement;

                  (C)   acquire or dispose of, or agree to acquire or dispose of
                        any business or any asset (including any shares in any
                        member of the Omni Group) having a value in excess of
                        US$15 million in respect of a single transaction or
                        US$50 million in aggregate in respect of all relevant
                        transactions by the Omni Group;

                  (D)   create or agree to create any Encumbrance over any
                        assets (other than to secure indebtedness amounting in
                        aggregate to US$15 million or less), including shares in
                        any member of the Omni Group, or issue or agree to issue
                        any debentures or incur or increase any indebtedness or
                        contingent liability in excess of an aggregate amount of
                        US$50 million in respect of the Omni Group;

                  (E)   enter into any contract or commitment which may result
                        in a material change in nature or scope of the
                        operations of the Omni Group or may result in
                        expenditure in excess of US$15 million in respect of a
                        single transaction or US$50 million in aggregate in
                        respect of all relevant contracts or commitments by the
                        Omni Group; or

                  (F)   modify or amend or terminate, any agreement, contract
                        arrangement or transaction or agree to any variation of
                        any existing contract to which that relevant member of
                        the Omni Group is a party in each case in any material
                        respect,

         provided that nothing in this clause 5(f) shall prevent the undertaking
         or implementation of any matter or transaction that has been publicly
         announced to the SGX prior to the date of this Agreement;

(g)      to obtain all Regulatory Approvals and other permissions and consents
         necessary or appropriate to ensure that as a result of the Merger or
         the Scheme or its implementation:

         (i)      no indebtedness of any Omni Group Member (other than
                  indebtedness amounting in aggregate to US$5 million or less)
                  becomes immediately repayable and no Encumbrance over any part
                  of the business, property or assets of any members of the Omni
                  Group (other than in relation to indebtedness amounting in
                  aggregate to US$5 million or less) becomes enforceable; and

         (ii)     no agreements, licence, permit or other arrangement material
                  to the business of the Omni Group is terminated or adversely
                  modified;


                                                                          Page 8
<PAGE>


(h)      to identify all "affiliates" of Omni within the meaning of Rule 145
         promulgated under the Securities Act 1933 of the United States as at
         the Record Date and to use its reasonable endeavours to procure that
         any such person, each member of Management, Wuthelam and Koh Boon Hwee
         each execute a letter substantially in the form set out in Appendix 3;

(i)      to use reasonable endeavours to ensure that its Auditors confirm in
         writing prior to the date of the Scheme Document that the arrangements
         agreed to by the parties under clause 3.3 in respect of the Omni
         Optionholders is fair and reasonable and if such confirmation is not
         obtained prior to the date of the Scheme Document, to use all
         reasonable endeavours to implement an alternative arrangement for the
         treatment of Omni Optionholders in accordance with Celestica's
         instructions; and

(j)      in the event that a Competing Offer has been publicly announced and
         Celestica publicly announces a New Celestica Transaction on terms such
         that the value of the consideration per Omni Share is equal to or in
         excess of the value of the consideration per Omni Share available under
         such Competing Proposal, to use its best endeavours to ensure that the
         Omni Board recommends such New Celestica Transaction to the Omni
         Shareholders.

CELESTICA OBLIGATIONS

6.       Celestica hereby irrevocably undertakes with Omni:

(a)      to apply to the SEC for a no-action letter, enabling an Omni
         shareholder in the United States to elect to receive any form of
         consideration pursuant to the Scheme;

(b)      to apply for the listing on the TSE and on the NYSE of the New
         Celestica Shares and from time to time file with the TSE, the NYSE and
         any other securities regulators such other documents as are necessary
         for implementation of the Merger;

(c)      as soon as reasonably practicable, to make such filings or assist Omni
         to make such filings with competition, or other governmental or
         regulatory authorities in any jurisdiction as are necessary or
         appropriate for implementation of the Merger, or with respect to the
         acquisition in, or control of, Omni or any of its subsidiaries by
         Celestica following implementation of the Merger, including without
         limitation (if applicable) under the Merger Regulation and HSR Act;

(d)      to provide such assistance to Omni as may reasonably be required in
         connection with the Merger including co-operating in relation to the
         preparation of the Scheme Document and the preparation by the IFA of
         its recommendation;

(e)      without prejudice to Omni's right to terminate the Agreement pursuant
         to clause 10.1, to take all steps required by this Agreement or
         applicable laws and regulations to be taken by it in relation to the
         Scheme and use its best endeavours to procure that the Scheme is
         implemented on the terms set out in the Announcement and to be set out
         in the Scheme Document and in accordance with the Timetable;

(f)      if the Auditor does not confirm in writing prior to the date of the
         Scheme Document that the arrangement with the Omni Optionholders
         proposed in clause 3.3 are fair and reasonable, to use all reasonable
         endeavours to agree with Omni an alternative arrangement for the
         treatment of Omni Optionholders and implement such arrangement; and

(g)      as far as reasonably practicable, to make arrangements to facilitate
         the trading of New Celestica Shares by minority Omni Shareholders in
         line with usual market practice in Singapore at reasonable cost to such
         Omni Shareholders.


                                                                          Page 9
<PAGE>


REPRESENTATIONS AND WARRANTIES

7.1      Omni represents and warrants to Celestica that:

(a)      Omni is validly existing under the laws of Singapore and has obtained
         all corporate authorisations and all other applicable governmental,
         statutory, regulatory or other consents, licences, authorisations,
         waivers or exemptions required to empower it to enter into and perform
         its obligations under this Agreement; and

(b)      this Agreement, when duly executed, will constitute legal, valid and
         binding obligations of Omni and the execution, delivery and performance
         by Omni of this Agreement does not contravene or constitute a default
         or breach under any provision of applicable law or regulation or of,
         where applicable, Omni's Memorandum and Articles of Association or any
         judgement, injunction, order, decree, material agreement or material
         instrument binding upon Omni.

7.2      Celestica represents and warrants to Omni that:

(a)      Celestica is validly existing under the laws of the Province of Ontario
         and has obtained all corporate authorisations and all other applicable
         governmental, statutory, regulatory or other consents, licences,
         authorisations, waivers or exemptions required to empower it to enter
         into and perform its obligations under this Agreement;

(b)      this Agreement, when duly executed, will constitute legal, valid and
         binding obligations of Celestica and the execution, delivery and
         performance by Celestica of this Agreement does not contravene or
         constitute a default or breach under any provision of applicable law or
         regulation or of, where applicable, Celestica's articles or any
         judgement, injunction, order or decree binding upon Celestica;

(c)      the unissued  Celestica  Shares to be issued by Celestica to the Omni
         Shareholders pursuant to the Scheme have been duly and validly
         authorised and, when issued and delivered in exchange for any Omni
         Shares pursuant to the Scheme will be duly and validly issued as fully
         paid and non-assessable shares in the capital of Celestica and when
         held by persons who are not "affiliates" (as such term is defined in
         rules promulgated under the Securities Act 1933 of the United States)
         or "control persons" (for the purposes of applicable Canadian
         securities legislation) will be freely tradeable in accordance with the
         rules of the NYSE and TSE, without restriction on transfer or re-sale
         under United States or Canadian securities laws subject to generally
         applicable anti-fraud, insider trading restrictions, registration and
         other non-prospectus requirements of general application relating to
         the sale of shares and in the case of persons who are "affiliates" of
         Omni, compliance with rule 145(d) promulgated under the Securities Act
         1933 of the United States;

(d)      from the date of the Announcement until the earlier of the Merger Date
         or the date on which it is publicly announced that the Merger and/or
         the Scheme will not proceed, Celestica will continue to carry on its
         business only in the ordinary and usual course provided that this shall
         not preclude any acquisition, disposal, amalgamation, merger,
         restructuring, re-financing, capital raising or similar transaction
         other than a transaction which would involve a substantial
         participation by Celestica in a business sector other than the
         electronics manufacturing services sector or a related manufacturing or
         services industry.

7.3      Omni represents and warrants to Celestica that as at the date of this
         Agreement (save as publicly announced by Omni or disclosed by Omni in
         writing to Celestica on or prior to the date of this Agreement), no
         member of the Omni Group has, since 31 December 2000:


                                                                         Page 10
<PAGE>


         (i)      issued shares of any class, or securities convertible into, or
                  rights, warrants or options to subscribe for or acquire, any
                  such shares or convertible securities (save for Omni Options
                  granted prior to the date of this Agreement, and any shares
                  issued upon exercise of any Omni Options);

         (ii)     acquired or disposed of, or agreed to acquire or dispose of,
                  any assets or shares which is material in the context of the
                  Omni Group taken as a whole;

         (iii)    entered into (A) any contract, transaction or commitment of a
                  long term or unusual or onerous nature which is material in
                  the context of the Omni Group taken as a whole (other than in
                  the ordinary and usual course of business) or (B) any
                  partnership, co-operation arrangement or joint venture; or

         (iv)     incurred or increased any indebtedness or contingent liability
                  of an aggregate amount which might materially and adversely
                  affect the Omni Group taken as a whole.

7.4 Each party represents and warrants to the other that, save as publicly
announced by the relevant party or disclosed by the relevant party to the other
prior to the date of this Agreement, as at the date of signature of this
Agreement it and its subsidiaries have complied with all applicable laws and
regulations of all relevant security regulatory authorities and stock exchanges
including but not limited to those requiring the filing or disclosure of
financial, business or other information.

7.5 Each party will promptly disclose to the other all relevant information
which comes to its attention in relation to any fact or matter (whether existing
on or before the date of this Agreement or ensuing afterwards) which could
reasonably be expected to constitute a breach of any of the warranties set out
in this clause 7 if repeated on or at any time prior to the Merger Date by
reference to the fact and circumstances then existing or which would reasonably
be expected to constitute (i) a breach of any of Omni's obligations under clause
5 or (ii) a right to terminate this Agreement by either party pursuant to clause
10 as soon as possible after becoming aware of such fact or matter.

INFORMATION

8.1 Each of the parties shall, upon reasonable notice, provide the other with
such information as such other party may reasonably require in connection with
the Merger and as it is reasonably able (subject to any obligation of
confidentiality) to disclose.

8.2 Each party undertakes to the other that none of the information supplied by
it or on its behalf and which is included in the Announcement or any other press
announcement relating to the Merger, the Scheme Document or any other document
to be issued to Omni Shareholders or otherwise made public in connection with
the Merger contains and/or will contain any untrue statement of a material fact
or any opinion or omits and/or will omit to state any material fact or opinion
required to be stated therein or necessary to make the statements therein not
misleading.

NON-SOLICITATION

9.1 Omni represents and warrants that all negotiations and other communications
between, on the one hand, it or any member of the Omni Group and any of its or
their respective directors, employees, and its current advisers in relation to
the Merger, and, so far as it is aware of their activities or is able to
influence them, its agents, advisers or representatives and, on the other, any
party (other than Celestica) in respect of any approach, proposal or offer in
relation to Omni or to its assets and undertakings (or any of them) (other than
in the ordinary and usual course of Omni's trading activities), whenever
received, have been discontinued.


                                                                         Page 11
<PAGE>


9.2 Omni undertakes to Celestica that prior to the earlier of the Merger Date
and the end of the period referred to in clause 9.3, neither it nor any of its
subsidiaries (nor any of its or their respective directors or employees or its
current advisers in relation to the Merger), and it will procure that, so far as
it is aware of their activities or is able to influence them, none of its or
their respective advisers, agents or representatives shall directly or
indirectly:

(a)      encourage (other than if permitted under clause 9.2(c)) or solicit or
         initiate the submission of proposals or offers from any person (other
         than Celestica) in relation to a Competing Proposal (other than
         Celestica);

(b)      enter into, continue or otherwise participate in any discussions or
         negotiations or respond to any indications of interest, or otherwise
         communicate (except to the extent required by applicable laws or the
         regulations of the SGX or the Singapore Takeover Code) with any person
         (other than Celestica and its directors, employees, advisers, agents or
         representatives) approve or recommend or enter into any agreement or
         arrangement in relation to a Competing Proposal; or

(c)      except to the extent that there is an obligation to do so under the
         Singapore Takeover Code or to the extent required by applicable laws or
         the regulations of the SGX, provide information to any person (other
         than Celestica and its directors, employees, advisers, agents or
         representatives) in response to, or otherwise co-operate with, assist
         or participate in, any approach, proposal or offer (including, without
         limitation, taking any action to assist any person in obtaining any
         regulatory consents or approvals in connection with such proposal or
         offer) in relation to any direct or indirect interest in the Omni
         Shares or the assets and undertakings of Omni (or any of them) other
         than any which is not in the ordinary and usual course of Omni's
         trading activities and is permitted under clause 5(f),

provided that nothing in this clause 9.2 shall prevent Omni from completing any
sale of assets that has been publicly announced and to which a public
announcement has been made to the SGX prior to the date of this Agreement. This
clause 9.2 shall survive termination of this Agreement.

9.3 Omni undertakes to Celestica it will promptly notify Celestica of all
offers, indications of interest or other communications from any person relating
to a Competing Proposal received prior to the end of the period of 30 days from
the later of the date of termination of this Agreement and the date on which it
becomes reasonable to expect that the Scheme (or any enhanced, revised or
amended version thereof) or any New Celestica Transaction (if any has been
proposed by Celestica) will not proceed. Such notification shall include the
identity of the relevant person making such offer, indications of interest or
communication and specific details of the terms thereof. This clause 9.3 shall
survive termination of this Agreement.

TERMINATION

10.1 This Agreement may be terminated as follows and all obligations of the
parties hereunder (save under clauses 9.2, 9.3, 10.2 and 10.3 and 11) shall
cease forthwith:

(a)      by an agreement in writing between Celestica and Omni made at any time
         prior to the Merger Date;

(b)      by Celestica giving written notice to Omni in the event that:

         (i)      the IFA fails to consent to the inclusion of a recommendation
                  by it of the Scheme in the Scheme Document or the Omni Board
                  (to the extent that each member is permitted to give such
                  recommendation) fails to consent to the inclusion in the
                  Scheme Document of a recommendation by it (unqualified other
                  than by reference to


                                                                         Page 12
<PAGE>


                  any qualifications or assumptions referred to in the IFA's
                  recommendation) to the Omni Shareholders to vote in favour of
                  the Scheme;

         (ii)     a Competing Proposal has been publicly announced on terms such
                  that the value of the consideration per Omni Share is greater
                  than the value of the consideration per Omni Share available
                  under the Scheme;

         (iii)    a Competing Proposal has been publicly announced and a New
                  Celestica Transaction has subsequently been publicly announced
                  which is on terms such that the value of the consideration per
                  Omni Share is equal to or in excess of the value of the
                  consideration per Omni Share available under such Competing
                  Proposal and the Omni Board (to the extent that each member is
                  permitted to give such recommendation) fails to recommend, or
                  withdraws or adversely modifies its recommendation of, such
                  New Celestica Transaction to Omni Shareholders;

         (iv)     any of the representations and warranties given in clause 7.1
                  or 7.3 by Omni is untrue or misleading in any material respect
                  as at the date of this Agreement or the representations and
                  warranties given in clause 7.1 by Omni would be untrue or
                  misleading in any material respect if repeated on, or at any
                  time prior to, the Merger Date by reference to the facts and
                  circumstances then existing;

         (v)      there is a material breach by Omni of its obligations under
                  clause 5(f) or 5(g) or clause 9.2 or 9.3;

         (vi)     other than as  publicly  disclosed  to the SGX before the date
                  of this Agreement, there has occurred in the period commencing
                  on 1 January 2001 and ending on (and including) the Merger
                  Date any change, event or occurrence which has or any changes,
                  events or occurrences which taken together have an adverse
                  effect on the business, operations (including results of
                  operations), assets, properties or condition (financial or
                  otherwise) of the Omni Group, that results in a material
                  diminution in the value of the assets, business or undertaking
                  of the Omni Group, but excluding any change, event or
                  occurrence that is reasonably attributable to (i) the economy
                  (including a slowdown of the economy) or securities markets in
                  general; (ii) the transactions contemplated hereby or the
                  announcement thereof; or (iii) conditions relating to the
                  electronics manufacturing services industry generally; or

         (vii)    any information or financial statements which Omni omitted to
                  release publicly which ought to have been so released, or any
                  inaccuracy or omission in information or financial statements
                  publicly released by Omni, in each case in compliance or
                  purported compliance with the laws of Singapore or the Listing
                  Rules, would, if corrected or published as applicable, imply
                  that the value of the assets, business or undertaking of the
                  Omni Group is lower than the value implied by reference to the
                  publicly released information;

(c)      by a party which is entitled to waive a condition (whether alone or
         jointly) provided that no act or omission of that relevant party has
         resulted in the relevant Condition being or becoming incapable of
         satisfaction by giving written notice to the other party if any such
         Condition shall be or becomes incapable of satisfaction;

(d)      by either party by giving written notice to the other party if all the
         Conditions shall not have been satisfied or waived (as the case may be)
         on or prior to the date which is six months from the date of this
         Agreement or such later date as Celestica and Omni may agree; or


                                                                         Page 13
<PAGE>


(e)      by Omni giving written notice to Celestica in the event that any
         representations and warranties given in clause 7.2 by Celestica is or
         becomes untrue or misleading in any material respect as at the date of
         this Agreement or would be untrue or misleading in any material respect
         if repeated on, or at any time prior to, the Merger Date by reference
         to the facts and circumstances then existing.

10.2 Termination of this Agreement shall be without prejudice to the rights of
any person which have arisen prior to termination, including (without
limitation) any claim in respect of a breach of this Agreement. This clause 10.2
shall survive termination of this Agreement.

10.3 In the event that this Agreement is terminated by either party pursuant to
clause 10.1, Omni shall not register the Court Order or take any other action to
implement the Scheme. This clause 10.3 shall survive any termination of this
Agreement.

MISCELLANEOUS

11.1     Save as otherwise provided herein, each party shall pay its own
expenses incidental to this Agreement and the Merger.

11.2 Notices under this Agreement shall be given in writing by personal delivery
or recorded delivery mail or by facsimile transmission. It shall be served by
sending it by fax to the number set out in clause 11.3, or delivering it by
hand, or sending it by pre-paid recorded delivery, special delivery or
registered post, to the address set out in clause 11.3 and in each case marked
for the attention of the relevant party set out in clause 11.3 (or as otherwise
notified from time to time in accordance with the provisions of clause 11.3).
Any notice so served by hand, fax or post shall be deemed to have been duly
given (i) in the case of delivery by hand, when delivered; (ii) in the case of
fax, at the time of transmission; and (iii) in the case of prepaid recorded
delivery, special delivery or registered post, at 5pm on the fifth Business Day
following the date of posting; provided that in each case where delivery by hand
or by fax occurs after 6pm on a Business Day or on a day which is not a Business
Day, service shall be deemed to occur at 9am on the next following Business Day.
References to time in this clause are to local time in the country of the
addressee.

11.3     The addresses and fax numbers of the parties for the purpose of clause
11.2 are as follows:

(a)      if to Celestica:

         Address:          Celestica Inc.
                           12 Concorde Place, 7th Floor
                           Toronto, Ontario
                           Canada M3C 3R8

         Attention:        Rahul Suri, Senior Vice-President, Mergers &
                           Acquisitions

         Facsimile:        +1 416 448 5444


(b)      if to Omni:

         Address:          Omni Industries Limited
                           53 Serangoon North Avenue 4
                           #03-00
                           Singapore 555852

         Attention:        Lee Kim Bock


                                                                         Page 14
<PAGE>


         Facsimile:        +65 484 1157

         A party may notify the other party to this Agreement of a change to its
         name, relevant addressee, address or fax number, provided that, such
         notice shall only be effective on:

         (a)      the date specified in the notice as the date on which the
                  change is to take place;  or

         (b)      if no date is specified or the date specified is less than
                  five Business Days after the date on which notice is given,
                  the date following five Business Days after notice of any
                  change has been given.

11.4 The provisions of this Agreement shall not survive completion of the
Merger, unless otherwise specified. Clauses 9.2, 9.3, 10.2, 10.3 and 11 shall
survive termination of this Agreement and completion of the Merger.

11.5 This Agreement may be modified or amended only by written agreement of the
parties.

11.6 This Agreement and the letter signed by the parties in the form attached as
Appendix 3 constitutes the entire agreement between the parties and supersedes
all other agreements, understandings, representations and warranties between the
parties with respect to the subject matter hereof (other than the
Confidentiality Agreement, which shall remain in full force and effect). The
rights and obligations of the parties under this Agreement shall not be
assignable.

11.7 Each of the parties agrees that, in addition to any remedies specifically
provided for herein, the parties shall be entitled to all other remedies at law
or equity to the extent permitted by applicable law.

11.8 This Agreement may be executed by the parties on separate counterparts,
each counterpart constituting an original copy of this Agreement, but the
counterparts shall together constitute one and the same agreement.

11.9 This Agreement and the Merger shall be governed by and construed in
accordance with the laws of Singapore. The parties hereby submit to the
non-exclusive jurisdiction of the courts of Singapore.


                                                                         Page 15
<PAGE>



AS WITNESS this Agreement has been signed on behalf of the parties the day and
year first before written.












SIGNED by Lee Kim Bock                                )
for and on behalf of                                  )
OMNI INDUSTRIES LIMITED                               )
in the presence of:                                   )














SIGNED by Rahul Suri, Senior Vice President,          )
Mergers & Acquisitions                                )
for and on behalf of                                  )
CELESTICA INC.                                        )
in the presence of:                                   )



                                                                         Page 16
<PAGE>


                                   APPENDIX I

                                  ANNOUNCEMENT



                                                                         Page 17
<PAGE>


                                  ANNOUNCEMENT
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
<S>                                                           <C>
                  OMNI INDUSTRIES LIMITED                                    CELESTICA INC.
        (Incorporated in the Republic of Singapore)          (Incorporated under the laws of the Province of
                                                                            Ontario, Canada)
- ---------------------------------------------------------------------------------------------------------------
</TABLE>


               PROPOSED ACQUISITION OF OMNI INDUSTRIES LIMITED BY
                                 CELESTICA INC.

INTRODUCTION

Omni Industries Limited ("Omni") and Celestica Inc. ("Celestica") are pleased to
announce that they have today entered into a merger agreement ("Merger
Agreement") for a proposed merger ("Merger") by way of a scheme of arrangement
involving the acquisition by Celestica of all the ordinary shares of S$0.10 each
in the capital of Omni ("Omni shares").

THE PROPOSED SCHEME

Pursuant to the terms of the Merger Agreement, Omni will propose a scheme of
arrangement under Section 210 of the Singapore Companies Act, Chapter 50 to its
shareholders for the transfer of their Omni shares to Celestica or a wholly
owned subsidiary of Celestica ("Scheme").

Omni shareholders will be entitled to receive 0.045 subordinate voting shares of
Celestica ("Celestica shares") for each Omni share transferred under the Scheme.
Omni shareholders will be able to elect to receive cash (instead of Celestica
shares) in respect of some or all of their Omni shares on the basis of S$4.25
for each Omni share transferred under the Scheme. However, the total cash
available for the cash election is limited to S$860 million. Accordingly, if
Omni shareholders were to elect to receive more cash than is available, their
cash elections would be pro-rated so that a maximum of S$860 million cash is
paid by Celestica. As a result, Omni shareholders who make the cash election in
respect of some or all of the consideration received under the Scheme may not
know the exact amount of cash or Celestica shares they will receive until
settlement of the consideration under the Scheme. However, the cash election
ensures that an Omni shareholder can receive at least 50% of his consideration
in cash, based on Celestica's closing share price of US$45.71 as of 13 June
2001. The Scheme values the shares of Omni at S$1.6 billion assuming full take
up of the cash election, based on the same Celestica closing price.

Omni shareholders who fail to make an election as to the form of consideration
they wish to receive or who are not permitted to make an election due to the
securities laws of the jurisdiction in which they reside will receive
consideration in the form of Celestica shares only.

All Omni shares transferred to Celestica pursuant to the Scheme shall be
transferred free from encumbrances and security interests and with all rights
attaching to them, including the right to receive and retain all dividends and
other distributions declared, made or paid after the date of the Merger
Agreement save that the Omni shareholders will be entitled to retain the final
dividend of S$0.006 per Omni share approved on 14 May 2001 which will be paid on
18 June 2001 to Omni shareholders on the register at 8 June 2001.

Following the Scheme becoming effective, Omni will become a wholly-owned
subsidiary of Celestica and its ordinary shares, at present listed and quoted on
the Singapore Exchange Securities Trading Limited ("SGX-ST"), will be delisted
from the Official List.

It is currently expected that the Scheme Documentation will be despatched to
Omni shareholders by the end of August 2001 and that the Scheme will be
implemented early in the fourth quarter, subject to the satisfaction of
procedural requirements.


                                                                         Page 18
<PAGE>


OPTIONHOLDERS

Appropriate arrangements will be made for optionholders. Further details of the
proposed arrangements for optionholders will be included in the Scheme
documentation and will be sent to optionholders in due course.

RATIONALE FOR SCHEME/BENEFITS OF TRANSACTION

After the Merger, the combined company will have an increased global presence,
expanded customer base and enhanced product offerings.

Omni's strong Asian presence will greatly contribute to strengthening the
combined company's foundation in Asia. Omni's strong management team will be key
in driving the combined company's growth initiatives in the Asian region. The
Merger will provide additional customers to the company and expand relationships
with existing customers. It will also diversify the company's product mix and
provide the company with access to world-class high-precision plastic component
capabilities.

The Merger will enable Omni to realise its objectives of becoming a premier
global player in the electronics manufacturing industry and benefit from the
relatively higher valuations enjoyed by the larger global electronics
manufacturing companies. Omni will enjoy a broader and more diverse product and
customer base. Following the Merger, Omni will be part of a group with increased
operations, greater sales and expanded economies of scale.

SCHEME PRICING

The table below, which is for illustrative purposes only, shows the value that a
holder of 1,000 Omni shares would receive under the Scheme on the basis that the
shareholder makes (i) no election for cash and (ii) elects for cash in respect
of all his shares, based on the closing prices of Celestica shares on 13 June
2001 and the average of the closing prices of the 20 trading days ending on 13
June 2001 and the premium over the Omni share price on the same bases. The
figures below are based on a currency exchange rate of US$1 = S$1.81 for
illustrative purposes.

                  VALUE OF CONSIDERATION FOR 1,000 OMNI SHARES


<TABLE>
<CAPTION>
- -------------------------------------------------------- ------------------------ -------------------------------
                                                                 BASED ON THE             BASED ON THE AVERAGE
                                                                  CLOSE OF               OF THE 20 TRADING DAYS
                                                                 BUSINESS ON               ENDING 13 JUNE 2001
                                                                 13 JUNE 2001
- -------------------------------------------------------- ------------------------ -------------------------------
<S>                                                      <C>                       <C>

     (i) NO CASH ELECTION                                          S$3,723                      S$4,360
- -------------------------------------------------------- ------------------------ -------------------------------
       PREMIUM                                                       19%                          51%
- -------------------------------------------------------- ------------------------ -------------------------------
     (ii) CASH ELECTION
- -------------------------------------------------------- ------------------------ -------------------------------
                   a) Receive 100% Cash                            S$4,250                      S$4,250
- -------------------------------------------------------- ------------------------ -------------------------------
         PREMIUM                                                     36%                          48%
- -------------------------------------------------------- ------------------------ -------------------------------
.....................b) Receive Minimum Cash (Note)                  S$3,981                      S$4,306
- -------------------------------------------------------- ------------------------ -------------------------------
         PREMIUM                                                     28%                          49%
- -------------------------------------------------------- ------------------------ -------------------------------
</TABLE>
     NOTE: THE MINIMUM CASH THAT A HOLDER OF 1,000 OMNI SHARES WOULD RECEIVE IF
     HE ELECTED IN FULL TO RECEIVE CASH AND ALL OTHER OMNI SHAREHOLDERS (AFTER
     THE EXERCISE OF ALL OPTIONS) ELECTED IN FULL TO RECEIVE CASH IS S$2,078,
     AFTER BEING PRO-RATED. IN ADDITION, THE HOLDER OF 1,000 OMNI SHARES WOULD
     RECEIVE 23 CELESTICA SHARES.


VOTING UNDERTAKINGS

Koh Boon Hwee, Lee Kim Bock, Khaw Kheng Joo, Sim Beng Chye, Tan Chow Boon, Seow
Kiat Wang and Wuthelam Industries (S) Pte Ltd, who own or control approximately
32% of the total issued Omni


                                                                         Page 19
<PAGE>


shares as of this date, have given Omni and Celestica irrevocable undertakings
to support the Scheme and to vote all of their Omni shares and any other Omni
shares they may receive in favour of the Scheme.

FINANCIAL HIGHLIGHTS OF CELESTICA AND OMNI

For the financial year ended 31 December 2000, based on audited financial
statements, the Celestica group recorded a turnover of S$17,651 million, an
adjusted net earnings of S$550 million and a net profit after tax of S$375
million. As of 31 December 2000, its total assets amounted to S$10,748 million
and its total liabilities amounted to S$4,469 million, whilst its net tangible
assets were S$5,233 million. The above figures are based on a currency exchange
rate of US$1 = S$1.81 for illustrative purposes.

For the financial year ended 31 December 2000, based on audited financial
statements, the Omni group recorded a turnover of S$1,684 million, a profit
before tax of S$63 million and a profit after tax but before minority interest
and extraordinary items of S$50 million. As of 31 December 2000 its total assets
amounted to S$744 million and its total liabilities amounted to S$543 million
whilst its net tangible assets were S$193 million.

APPROVALS AND CONDITIONS OF THE SCHEME

The Securities Industry Council has confirmed that the Singapore Code on
Takeovers and Mergers will not apply to the Scheme.

The completion of the Merger is conditional upon a number of conditions being
satisfied and the non-occurrence of certain relevant events. Further details of
these are set out in the Appendix to this announcement.

INTEREST OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS OF OMNI

In connection with the Scheme, Lee Kim Bock, Khaw Kheng Joo, Sim Beng Chye, and
Tan Chow Boon will be entering into employment contracts with a subsidiary of
Celestica.

Save as disclosed, no other substantial shareholder or director of Omni has any
interest in the Scheme (other than by reason only of being a shareholder or
director of Omni).

INDEPENDENT FINANCIAL ADVISER TO OMNI

Omni has appointed ANZ Singapore Limited ("ANZ Investment Bank") to act as
independent financial advisor to the independent directors of Omni in connection
with the Scheme. Based on its preliminary review of the Scheme as of the date
hereof, ANZ Investment Bank is of the opinion that the terms of the Scheme are
fair, reasonable and are not prejudicial to the interests of the shareholders of
Omni from a financial point of view. ANZ Investment Bank will issue its formal
opinion following a full review of the financial terms of the Scheme which will
be carried out prior to the despatch of the Scheme Document.

INDEPENDENT DIRECTORS OF OMNI

The directors of Omni who are considered to be independent for the purposes of
the Scheme are Koh Boon Hwee, Goh Hup Jin, Chua Soo Tian and Robert Chua Teck
Chew (the "Independent Directors"). The Independent Directors have carefully
considered the terms of the Scheme and the preliminary opinion of ANZ Investment
Bank and are of the unanimous opinion that the terms of the Scheme are fair,
reasonable and not prejudicial to the interests of the shareholders of Omni and
as of the date hereof recommend that the Omni shareholders vote in favour of the
Scheme.


                                                                         Page 20
<PAGE>


FINANCIAL ADVISERS TO OMNI AND CELESTICA

Omni has appointed Morgan Stanley to act as its financial advisor in connection
with the Merger. Celestica has appointed Credit Suisse First Boston to act as
its financial advisor in connection with the Merger.

DESPATCH OF SCHEME DOCUMENT

Omni will despatch a Scheme Document containing further information on the terms
of the Scheme, listing particulars in relation to the Celestica shares and a
notice of the meeting to approve the Scheme as soon as practicable. Shareholders
are advised to exercise caution when trading in Omni shares until they receive
the Scheme Document.

ABOUT CELESTICA

Celestica is a Canadian-based leading provider of electronics manufacturing
services, or EMS, to original equipment manufacturers, or OEMs, worldwide.
Celestica is the third largest EMS provider in the world. Celestica has
operations in the United States, Canada, Mexico, United Kingdom, Ireland, Italy,
Thailand, China, Hong Kong, Czech Republic, Brazil, Singapore, Malaysia and
Japan. Celestica provides a variety of products and services to its customers,
including manufacture, assembly and testing of complex printed circuit
assemblies and full system assembly of final products. In addition, Celestica
provides a wide range of EMS services from product design to worldwide
distribution and after-sales support.

The authorised capital of Celestica consists of an unlimited number of
subordinate voting shares, an unlimited number of multiple voting shares and an
unlimited number of preference shares. As of 13 June 2001, 177,164,115
subordinate voting shares, 39,065,950 multiple voting shares and no preference
shares were outstanding. Celestica's subordinate voting shares are listed on the
New York and Toronto stock exchanges. As of 13 June 2001, the market
capitalization of Celestica's subordinate and multiple voting shares was
approximately S$17,890 million. The above figures are based on a currency
exchange rate of US$1 = S$1.81 for illustrative purposes.

ABOUT OMNI

Omni provides electronics manufacturing services ranging from the initial stage
of product design and development, to plastics injection mold fabrication and
molding, through to contract manufacturing and final product assembly in the
electronics manufacturing services. It is also involved in the trading and
distribution of electronic components and computer peripherals. Omni also
provides the semiconductor industry with design and manufacturing of equipment
and design and manufacture of organic substrates. Presently, Omni has
manufacturing facilities and sales offices located in Singapore, Malaysia,
China, Thailand, Indonesia, Mexico and the US. Omni, through its subsidiaries,
provides a one-stop manufacturing service for global OEM in the computer and
computer peripheral, telecommunications, electronics and semiconductor
industries.

Omni is based in Singapore and is listed on the SGX-ST. As of 31 December 2000,
Omni has an authorized share capital of S$50 million divided into 500,000,000
ordinary shares of S$0.10 each and an issued and paid-up share capital of
approximately S$39 million divided into 392,984,800 ordinary shares of S$0.10
each. As of 13 June 2001 Omni's market capitalization was S$1,233 million.

                                  15 June 2001

- -------------------------------------------------------------------------------
       By order of the Board                     By order of the Board
      Omni Industries Limited                        Celestica Inc.

       Michael Tay Kwang How                      Elizabeth Del Bianco
        Company Secretary                    Vice President & General Counsel
- -------------------------------------------------------------------------------


                                                                         Page 21
<PAGE>


                                    APPENDIX

The completion of the Merger is conditional upon a number of conditions becoming
satisfied and non-occurrence of any of the relevant events, which include:

CONDITIONS

o        the receipt of all applicable regulatory and such approvals not being
         revoked before the Merger Date;

o        the approval of the Scheme by the Omni  shareholders  at the Court
         Meeting in  accordance  with Section 210 of the  Companies Act,
         Chapter 50;

o        the approval of the Scheme by the Court;

o        the listing of the New Celestica Shares on the New York and Toronto
         Stock Exchanges; and

o        no indications having been received or expected from certain key
         members of management that they have terminated or intend to terminate
         their respective employment agreements with Celestica.

Each of these conditions must be satisfied within 6 months from the date of the
Merger Agreement.

RELEVANT EVENTS

Celestica may choose not to proceed with the Merger if any of the following
relevant events occurs before the effective date of the Scheme:

o        a material breach by Omni of its pre-merger obligations or
         representations and warranties;

o        a change having an adverse effect on the business, operations, assets,
         properties or condition of the Omni group of companies that results in
         a material diminution in value of the Omni group of companies other
         than reasonably attributable to the economy or markets in general or
         conditions relating to the electronics manufacturing services or the
         transactions contemplated by the Merger Agreement or the announcement
         thereof;

o        there is a material inaccuracy in, or omission from, information
         publicly announced by Omni which would imply that the value of the
         assets, business or undertaking of the Omni group is lower than the
         value implied by the publicly released information;

o        a higher competing proposal has been publicly announced; or

o        if the Scheme is no longer recommended by the independent financial
         advisor and/or the Omni board of directors.

Omni may choose not to proceed with the Merger if, before the effective date of
the Scheme there is a material breach by Celestica of its representations and
warranties.


                                                                         Page 22
<PAGE>


                                   APPENDIX 2

                                    TIMETABLE


<TABLE>
<CAPTION>

     ----------------------------------- ---------------------- ----------------------------------------------
     DATE                                DAY                    ACTION
     <S>                                 <C>                    <C>
     ----------------------------------- ---------------------- ----------------------------------------------
     15 June 2001                        Friday                 Announcement
     ----------------------------------- ---------------------- ----------------------------------------------
     15 June 2001                                               Preparation  of  Scheme  Document  (including
                                                                internal review of drafts) (4 weeks)
     - 13 July 2001
     ----------------------------------- ---------------------- ----------------------------------------------
     13 July 2001                        Friday                 Submit draft to SGX for clearance (4 weeks)
     ----------------------------------- ---------------------- ----------------------------------------------
     10 August 2001                      Friday                 SGX clearance
     ----------------------------------- ---------------------- ----------------------------------------------
     13 August 2001                      Monday                 File  application  to Court for directions to
                                                                convene Court Meeting (COURT MEETING)
     ----------------------------------- ---------------------- ----------------------------------------------
     24 August 2001                      Friday                 - Court hearing for Court Meeting
                                                                - Start  printing of Scheme  Document (at 2-3
                                                                days)
     ----------------------------------- ---------------------- ----------------------------------------------
     29 August 2001                      Wednesday              - Post Scheme Document to Shareholders
                                                                - Advertise Notice of Court Meeting
     ----------------------------------- ---------------------- ----------------------------------------------
     20 September 2001                   Thursday               Court Meeting
     ----------------------------------- ---------------------- ----------------------------------------------
     20 September 2001                   Thursday               File  application  to Court for  sanction  of
                                                                Scheme
     ----------------------------------- ---------------------- ----------------------------------------------
     27 September 2001                   Thursday               Court hearing for sanction of Scheme
     ----------------------------------- ---------------------- ----------------------------------------------
     28 September 2001                   Friday                 Announcement  of Court Sanction and Notice of
                                                                Books Closure  Date/Record  Date (at least 10
                                                                market days' notice)
     ----------------------------------- ---------------------- ----------------------------------------------
     8 October 2001                      Monday                 Last  day of  trading  (3 clear  market  days
                                                                before Books Closure  Date/Record Date)
     ----------------------------------- ---------------------- ----------------------------------------------
     12 October 2001                     Friday                 Books Closure Date/Record Date
     ----------------------------------- ---------------------- ----------------------------------------------
     15 October 2001                     Monday                 Merger  Date* (date the Court Order is lodged
                                                                with ROC and the Scheme becomes effective)
     ----------------------------------- ---------------------- ----------------------------------------------
</TABLE>


     *Merger Date may be postponed depending on when it is agreed between the
     parties that Omni Shareholders may make their election as to consideration
     to be received under the Scheme.


                                                                         Page 23

<PAGE>


                                   APPENDIX 3

                                 FORM OF LETTER



<PAGE>


                       FORM OF INDIVIDUAL AFFILIATE LETTER

Gentlemen:

The undersigned, a holder of ordinary shares ("Company Shares"), of Omni
Industries Limited, a Singapore incorporated company (the "Company"), is
entitled to receive in connection with the merger (the "Merger") of the Company
with Celestica Inc. or a subsidiary of Celestica Inc. ("Merger Sub"),
Subordinate Voting Shares (the "Subordinate Shares") of Celestica Inc., a
corporation organized under the laws of the Province of Ontario, Canada (the
"Parent"). The undersigned acknowledges that the undersigned may be deemed an
"affiliate" of the Company within the meaning of Rule 145 ("Rule 145")
promulgated under the Securities Act of 1933, as amended (the "Act"), although
nothing contained herein should be construed as an admission of such fact.

If the undersigned were an affiliate under the Act, the undersigned's ability to
sell, assign or transfer the Subordinate Shares received by the undersigned in
exchange for any Company Shares pursuant to the Merger may be restricted unless
an exemption from such registration is available. The undersigned understands
that such exemptions are limited and the undersigned has obtained advice of
counsel as to the nature and conditions of such exemptions including information
with respect to the applicability to the sale of such securities pursuant to
Rules 144 and 145(d) promulgated under the Act.

The undersigned hereby represents to and covenants with the Company, Merger Sub
and Parent that the undersigned will not sell, assign or transfer any of the
Subordinate Shares received by the undersigned in exchange for Company Shares
pursuant to the Merger except (i) in conformity with the volume and other
limitations of Rule 145, or (ii) in a transaction which, in the opinion of the
general counsel of Parent or other independent counsel reasonably satisfactory
to Parent or as described in a "no-action" or interpretative letter from Staff
of the Securities and Exchange Commission (the "SEC"), is not required to be
registered under the Act.

In the event of a sale or other disposition by the undersigned of Subordinate
Shares pursuant to Rule 145, the undersigned will supply Parent with evidence of
compliance with such Rule, in the form of a letter in the form of Annex I hereto
with a certificate of compliance with Rule 145 in customary form from a broker
or a market maker attached thereto. The undersigned understands that Parent
will, on the Business Day immediately following the date on which such evidence
of compliance is received instruct the transfer agent to effectuate the transfer
of the Subordinate Shares sold as indicated in such letter and certificate.

The undersigned acknowledges and agrees that the following appropriate legend
will be placed on certificates representing Subordinate Shares received by the
undersigned in the Merger or held by a transferee thereof, which legends will be
removed (i) by delivery of substitute certificates upon receipt of the
compliance evidence referred to in the paragraph above which shall be delivered
in accordance with the notice provisions set out below; and (ii) without further
action upon expiry of the period of one year from the date of issuance of the
Subordinate Shares.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE REOFFERED OR SOLD ONLY IF
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR IF AN EXEMPTION FROM
SUCH REGISTRATION IS AVAILABLE.

The undersigned acknowledges that (i) the undersigned has carefully read this
letter and understands the requirements hereof and the limitations imposed upon
the distribution, sale, transfer or other disposition of Subordinate Shares and
(ii) the receipt by Parent of this letter is an inducement and a condition to
Parent's obligations to consummate, or to procure that a wholly-owned subsidiary
of Parent consummate, the Merger.


                                                                         Page 25
<PAGE>


Any notice or evidence of compliance referred to in this letter shall be given
in writing by personal delivery or by facsimile transmission. It shall be served
by sending it by fax to the numbers set out below or delivering it by hand to
the address set out below in each case marked for the attention of the relevant
parties set out below (or as otherwise notified from time to time in accordance
with this letter). Any notice so served by hand or by fax shall be deemed to
have been duly given (i) in the case of delivery by hand, at the time of receipt
stamped on a delivery receipt; and (ii) in the case of fax, at the time of
transmission of the later of the two transmissions (provided that a confirmed
receipt of each of the two transmissions is received on the sender's facsimile
machine); provided that in each case where delivery by hand or by fax occurs
after 6pm on a Business Day or on a day which is not a Business Day, service
shall be deemed to occur at 9am on the next following Business Day. References
to time in this clause are to local time in the country of the addressee and
references to a Business Day are to days (excluding Saturdays) on which banks in
Singapore and Toronto are open for a full range of banking business.

The relevant address and fax numbers of Parent for the purposes of this letter
are as follows:

(a)      Address:    Celestica Inc.

                     12 Concorde Place, 7th Floor
                     Toronto, Ontario
                     Canada M3C 3R8

         Attention:  Rahul Suri, Senior Vice-President, Mergers & Acquisitions

         Facsimile:  +1 416 448 5444

         Attention:  Elizabeth DelBianco, Vice-President and General Counsel

         Facsimile:  +1 416 386 7817

         (A separate notice shall be sent to EACH of the two addressees)

         Provided that Parent may notify the other party to this Agreement of a
         change to its name, relevant addressee(s), address or fax number(s),
         provided that, such notice shall only be effective on:

         (a)      the date specified in the notice as the date on which the
                  change is to take place;  or

         (b)      if no date is specified or the date specified is less than
                  five Business Days after the date on which notice is given,
                  the date following five Business Days after notice of any
                  change has been given.

Dated:



Very truly yours,



                                                                         Page 26
<PAGE>


                                     ANNEX I

[NAME] [DATE]



On ______________ the undersigned sold the Subordinate Voting Shares of
Celestica Inc. ("PARENT") described below in the space provided for that purpose
(the "SUBORDINATE SHARES"). The Subordinate Shares were received by the
undersigned in connection with the merger of Omni Industries Limited with and
into Parent or a subsidiary of Parent. Based upon the most recent report or
statement filed by Parent with the Securities and Exchange Commission, including
the most recent weekly trading volumes and number of outstanding shares
disclosed therein, the Subordinate Shares sold by the undersigned were within
the prescribed limitations set forth in paragraph (e) of Rule 144 promulgated
under the Securities Act of 1933, as amended (the "Act").

The undersigned hereby represents that the Subordinate Shares were sold in
"brokers' transactions" within the meaning of Section 4(4) of the Act or in
transactions directly with a "market maker" as that term is defined in Section
3(a)(38) of the Securities Exchange Act of 1934, as amended. The undersigned
further represents that the undersigned has not solicited or arranged for the
solicitation of orders to buy the Subordinate Shares, and that the undersigned
has not made any payment in connection with the offer or sale of the Subordinate
Shares to any person other than to the broker who executed the order in respect
of such sale.

Very truly yours,



              [Space to be provided for description of securities]



[NOTE: This letter to be accompanied by a letter from the selling broker or
market maker confirming compliance with the requirements of Rule 145.]



                                                                         Page 27

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.9
<SEQUENCE>5
<FILENAME>a2074474zex-3_9.txt
<DESCRIPTION>EXHIBIT 3.9
<TEXT>
<PAGE>

                                                    CONFIDENTIAL MATERIALS
                                                    OMITTED AND FILED
                                                    SEPARATELY WITH THE
                                                    SECURITIES AND
                                                    EXCHANGE COMMISSION.
                                                    ASTERISKS DENOTE OMISSIONS.

                                                                   EXHIBIT 3.9







                            ASSET PURCHASE AGREEMENT



                                 BY AND BETWEEN



                            LUCENT TECHNOLOGIES INC.



                                    AS SELLER



                                       AND



                              CELESTICA CORPORATION



                                    AS BUYER





                            DATED AS OF JULY 24, 2001






                          LUCENT TECHNOLOGIES/CELESTICA


<PAGE>





                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                        Page
                                                                                                        ----
<S>      <C>                                                                                            <C>
1.       Definitions......................................................................................1
1.1      Defined Terms....................................................................................1
1.2      Other Definitional and Interpretive Matters......................................................9

2.       Purchase and Sale of the Business................................................................10
2.1      Purchase and Sale of Assets......................................................................10
2.2      Excluded Assets..................................................................................11
2.3      Purchase Price...................................................................................12
2.4      Assumed Liabilities..............................................................................13
2.5      Excluded Liabilities.............................................................................14
2.6      Further Assurances; Further Conveyances and Assumptions; Consent of Third Parties................14
2.7      No Licenses......................................................................................15
2.8      Bulk Sales Law...................................................................................15
2.9      Taxes............................................................................................16
2.10     Inventory Put-Back...............................................................................16

3.       Representations and Warranties of Seller.........................................................16
3.1      Organization and Qualification...................................................................16
3.2      Authorization; Binding Effect....................................................................17
3.3      Non-Contravention; Consents......................................................................17
3.4      Title to Property; Principal Equipment; Sufficiency of Assets....................................18
3.5      Permits, Licenses................................................................................18
3.6      Real Estate......................................................................................18
3.7      Compliance With Laws; Litigation.................................................................19
3.8      Business Employees...............................................................................20
3.9      Contracts........................................................................................20
3.10     Environmental Matters............................................................................21
3.11     Financial Statement; Absence of Changes..........................................................22
3.12     Intellectual Property............................................................................22
3.13     Brokers..........................................................................................23
3.14     Inventory........................................................................................23
3.15     Full Disclosure..................................................................................23
3.16     Projections......................................................................................24
3.17     No Other Representations or Warranties...........................................................24

4.       Representations and Warranties of Buyer..........................................................24
4.1      Organization and Qualification...................................................................24
4.2      Authorization; Binding Effect....................................................................24
4.3      No Violations....................................................................................25
4.4      Brokers..........................................................................................25
4.5      No Other Seller Representations and Warranties...................................................25
4.6      Sufficiency of Funds.............................................................................26

5.       Certain Covenants................................................................................26
5.1      Access and Information...........................................................................26
5.2      Conduct of Business..............................................................................28
5.3      Tax Reporting and Allocation of Consideration....................................................29
</TABLE>


                                     - i -

                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>



<TABLE>
<CAPTION>

                                                                                                        Page
                                                                                                        ----
<S>      <C>                                                                                            <C>


5.4      Business Employees...............................................................................29
5.5      Collateral Agreements; Leased Equipment..........................................................31
5.6      Regulatory Compliance............................................................................32
5.7      Contacts with Suppliers, Employees and Customers.................................................32
5.8      No Negotiation or Solicitation...................................................................32
5.9      Use of Lucent's Name.............................................................................32
5.10     Environmental....................................................................................34
5.11     SEC Disclosure...................................................................................38
5.12     Schedule Updates.................................................................................38
5.13     Assets Put.......................................................................................39
5.14     Business Services Agreement......................................................................39

6.       Confidential Nature of Information...............................................................40
6.1      Confidentiality Agreement........................................................................40
6.2      Seller's Proprietary Information.................................................................40

7.       Closing..........................................................................................41
7.1      Deliveries by Seller.............................................................................41
7.2      Deliveries by Buyer..............................................................................42
7.3      Closing Date.....................................................................................43
7.4      Contemporaneous Effectiveness....................................................................43
7.5      Risk of Loss for Purchased Assets................................................................43

8.       Conditions Precedent to Closing..................................................................43
8.1      General Conditions...............................................................................43
8.2      Conditions Precedent to Buyer's Obligations......................................................44
8.3      Conditions Precedent to Seller's Obligations.....................................................45

9.       Status of Agreements.............................................................................45
9.1      Effect of Breach.................................................................................45
9.2      Survival of Representations and Warranties.......................................................45
9.3      General Agreement to Indemnify...................................................................46
9.4      General Procedures for Indemnification...........................................................48
9.5      Breach of Representations Resulting in Limitation of Obligations Under the Supply Agreement......49

10.      Miscellaneous Provisions.........................................................................49
10.1     Notices..........................................................................................49
10.2     Expenses.........................................................................................50
10.3     Entire Agreement; Modification...................................................................50
10.4     Assignment; Binding Effect; Severability.........................................................50
10.5     Governing Law....................................................................................51
10.6     Execution in Counterparts........................................................................51
10.7     Public Announcement..............................................................................51
10.8     No Third-Party Beneficiaries.....................................................................51

11.      Termination and Waiver...........................................................................52
11.1     Termination......................................................................................52
11.2     Effect of Termination............................................................................52
11.3     Waiver of Agreement..............................................................................52
11.4     Amendment of Agreement...........................................................................53
</TABLE>


                                     - ii -

                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>


Schedules

SCHEDULE 1.1(d)   Principal Equipment
SCHEDULE 2.1(g)   Licenses
SCHEDULE 2.1(i)   Governmental Permits
SCHEDULE 2.2(f)   Excluded Contracts
SCHEDULE 2.2(i)   Certain Excluded Assets
SCHEDULE 3.3(b)   Required Consents
SCHEDULE 3.6(a)   Premises
SCHEDULE 3.6(b)   Buildings
SCHEDULE 3.6(c)   Repairs
SCHEDULE 3.7(a)   Compliance with Laws
SCHEDULE 3.7(b)   Litigation
SCHEDULE 3.8(a)   Business Employees
SCHEDULE 3.8(b)   Benefit Plans
SCHEDULE 3.9      Material Contracts
SCHEDULE 3.10     Environmental Matters
SCHEDULE 3.11     Financial Statements
SCHEDULE 3.12(b)  Intellectual Property
SCHEDULE 3.16     Projections
SCHEDULE 4.3(b)   Buyer Consents
SCHEDULE 5.2      Exceptions to Seller's Conduct of Business
SCHEDULE 5.4      Initially Transferred Employees



EXHIBITS

EXHIBIT A    Form of Assignment and Bill of Sale
EXHIBIT B    Form of Assumption Agreement
EXHIBIT C    Form of Intellectual Property Agreement
EXHIBIT D    Form of Lease
EXHIBIT E    Form of Real Estate Deed
EXHIBIT F    Form of Supply Agreement
EXHIBIT G    Form of Transition Services Agreement
EXHIBIT H    Form of Access Agreement
EXHIBIT I    Business Services Term Sheet


                                     - iii -

                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>


                  AGREEMENT FOR THE PURCHASE AND SALE OF ASSETS

         THIS AGREEMENT FOR THE PURCHASE AND SALE OF ASSETS ("Agreement") is
made as of July 24, 2001 by and between LUCENT TECHNOLOGIES INC., a Delaware
corporation, having an office at 600-700 Mountain Avenue, Murray Hill, New
Jersey 07974-0636 ("Seller" or "Lucent"), and CELESTICA CORPORATION, a Delaware
corporation, having an office at Pease International Tradeport, Attn. EXA03, 72
Pease Boulevard, Newington, New Hampshire 03801 ("Buyer").

                                 R E C I T A L S

         A. WHEREAS, Seller is, among other things, engaged through its Wireless
Networks Group at the Premises (as hereinafter defined) in the manufacturing and
repair of printed circuit board assemblies and frame assemblies for wireless
products, including the CDMA, UMTS and power amplifiers (collectively, the
"Business");

         B. WHEREAS, the Business is composed of certain assets and liabilities
that are currently part of Seller;

         C. WHEREAS, Seller desire to sell, transfer and assign to Buyer, and
Buyer desires to purchase and assume from Seller, the Purchased Assets (as
hereinafter defined), and Buyer is willing to assume, the Assumed Liabilities
(as hereinafter defined), in each case as more fully described and upon the
terms and subject to the conditions set forth herein; and

         D. WHEREAS, Seller and Buyer desire to enter into each Assignment and
Bill of Sale, each Assumption Agreement, the Supply Agreement, the Intellectual
Property Agreement, the Transition Services Agreement, the Lease, each Real
Estate Deed and the Access Agreement (collectively, the "Collateral
Agreements").

         NOW, THEREFORE, in consideration of the mutual agreements and covenants
herein contained and intending to be legally bound hereby, the parties hereto
hereby agree as follows:

1.       DEFINITIONS

1.1      DEFINED TERMS

         For the purposes of this Agreement, in addition to the words and
phrases that are described throughout the body of this Agreement, the following
words and phrases shall have the following meanings:

         "ACCESS AGREEMENT" means the agreement substantially in the form set
forth as Exhibit H.

         "AFFILIATE" of any Person means any Person that controls, is controlled
by, or is under common control with such Person. "control" means the possession,
directly or indirectly, of the power to direct or cause the direction of the
management and policies of such entity, whether through ownership of voting
securities or other interests, by contract or otherwise.



                                      - 1 -

                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>



         "AGREEMENT" has the meaning assigned in the preamble hereof.

         "ASSET ACQUISITION STATEMENT" has the meaning assigned in Section
5.3(b).

         "ASSIGNMENT AND BILL OF SALE" means each agreement in substantially the
form set forth as Exhibit A.

         "ASSUMED LIABILITIES" means the liabilities and obligations of Seller
assumed by Buyer pursuant to the Assumption Agreement and Section 2.4.

         "ASSUMPTION AGREEMENT" means each agreement in substantially the form
set forth as EXHIBIT B.

         "BENEFIT PLAN" means, in respect of any Business Employee, each
"employee benefit plan," as defined in Section 3(3) of ERISA (including any
"multiemployer plan" as defined in Section 3(37) of ERISA) and each
profit-sharing, bonus, stock option, stock purchase, stock ownership, pension,
retirement, severance, deferred compensation, excess benefit, supplemental
unemployment, post-retirement medical or life insurance, welfare or incentive
plan, or sick leave, long-term disability, medical, hospitalization, life
insurance, other insurance plan, or other employee benefit plan, program or
arrangement, whether written or unwritten, qualified or non-qualified, funded or
unfunded, maintained or contributed to by Seller.

         "BUSINESS" has the meaning assigned in Recital A hereof.

         "BUSINESS DAY" means a day that is not a Saturday, a Sunday or a
statutory or civic holiday in the State of New York or any other day on which
the principal offices of Seller or Buyer are closed or become closed prior to
2:00 p.m. local time.

         "BUSINESS EMPLOYEES" means the employees of Seller employed in the
Business and identified on SCHEDULE 3.8(a).

         "BUSINESS RECORDS" means all books, records, ledgers and files or other
similar information used primarily in the conduct of the Business, including
price lists, customer lists, vendor lists, mailing lists, warranty information,
catalogs, sales promotion literature, advertising materials, brochures, records
of operation, standard forms of documents, manuals of operations or business
procedures, research materials and product testing reports required by any
national, federal, state, provincial or local court, administrative body or
other Governmental Body of any country, but excluding any such items to the
extent (i) they are included in, or primarily related to, any Excluded Assets or
Excluded Liabilities, (ii) any applicable Law prohibits their transfer, or (iii)
they are confidential personnel records.

         "BUYER" has the meaning assigned in the preamble hereof.

         "CERCLA" means the Comprehensive  Environmental Response,
Compensation,  and Liability Act of 1980, 42 U.S.C. Sections 9601 ET SEQ. as
amended.

                                     - 2 -

                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>


         "CLOSING" means the closing of the transactions described in Article 7.

         "CLOSING BALANCE SHEET" has the meaning assigned in Section 2.3(c).

         "CLOSING  DATE" means August 31, 2001 or such later date as Seller and
Buyer may  mutually  agree  provided  that such date is not later than
December 31, 2001.

         "CODE" means the U.S. Internal Revenue Code of 1986, as amended.

         "COLLATERAL AGREEMENTS" has the meaning assigned in Recital D hereof.

         "CONFIDENTIALITY AGREEMENT" shall mean the agreement between Seller and
Buyer dated March 14, 2001.

         "CONTRACTS" means all Third-Party contracts, agreements, leases and
subleases, supply contracts, purchase orders, sales orders and instruments used
or held for use in each case primarily in the conduct of the Business, that will
be in effect on the Closing Date to which Seller is a party, (i) for the lease
of furniture, office equipment or Leased Equipment, as contemplated by Section
5.5(b), (ii) for the provision of goods or services by the Business or for the
Business, (iii) for the purchase of goods or supplies that would constitute
Inventory, that is required in the opinion of Buyer to satisfy Buyer's
obligations for current production requirements under the Supply Agreement as at
the Closing Date and that cannot be satisfied by the Purchased Inventory or (iv)
any such contracts, agreements, instruments and leases referred to in clauses
(i) - (iii), inclusive, entered into between the date hereof and outstanding as
of the Closing Date by Seller, but "Contracts" excludes the Excluded Contracts.

         "CONTROL" means the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of such entity,
whether through ownership of voting securities or other interests, by contract
or otherwise.

         "COUNSEL FOR BUYER" means Davies Ward Phillips & Vineberg LLP.

         "COUNSEL FOR SELLER" means a corporate counsel of Seller.

         "CUT-OFF BALANCE SHEET" has the meaning assigned in Section 2.3 (b).

         "CUT-OFF NET ASSET VALUE" has the meaning assigned in Section 2.3(b).

         "EFFECTIVE TIME" means 11:59 pm (Eastern Standard Time) on the Closing
Date.

         "ENCUMBRANCE" means any lien, claim, charge, security interest,
mortgage, pledge, easement, conditional sale or other title retention agreement,
covenant or other similar restrictions or third party rights affecting the
Purchased Assets other than Permitted Encumbrances.

         "ENVIRONMENTAL LAW" means any local, county, state or federal Law that
governs the existence of or provides a remedy for release of Hazardous
Substances, the protection of


                                     - 3 -

                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>



persons, natural resources or the environment, the management of Hazardous
Substances, or other activities involving Hazardous Substances including,
without limitation, under CERCLA, the Resources Conservation and Recovery
Act, the Clean Water Act, the Clean Air Act or any other similar federal,
state, local or county Laws and occupational, health and safety Laws.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

         "EXCLUDED ASSETS" means the properties and assets of the Business
excluded from the Purchased Assets by Section 2.2.

         "EXCLUDED CONTRACTS" means those Contracts (i) identified in SCHEDULE
2.2(f), (ii) under which performance by Seller or an Affiliate has been
completed and for which there is no remaining warranty, maintenance, or support
obligation, (iii) relating to any General Purchase Agreement, and (iv) relating
to Excluded Assets or Excluded Liabilities.

         "EXCLUDED LEASED EQUIPMENT" has the meaning assigned in Section 5.5(b).

         "EXCLUDED LIABILITIES" means the liabilities and obligations that are
not assumed by Buyer as provided in Section 2.5.

         "FINAL NET ASSET VALUE" has the meaning assigned in Section 2.3(c)

         "FINANCIAL STATEMENTS" has the meaning assigned in Section 3.11(a).

         "FIXTURES AND SUPPLIES" means all furniture, furnishings and other
tangible personal property owned by Seller and used or held for use primarily in
the conduct of the Business and located on the Premises, including desks,
tables, chairs, file cabinets and other storage devices and office supplies but
excluding any such items related to Excluded Assets or Excluded Liabilities.

         "GENERAL PURCHASE AGREEMENTS" shall mean Third-Party supply contracts
or other agreements between Seller or its Affiliates and a Third Party pursuant
to which Seller or its Affiliates purchase products or services from such
Third-Party for any of Seller's or its Affiliates businesses other than solely
for the Business.

         "GOVERNMENTAL BODY" means any legislative, executive or judicial unit
of any governmental entity (foreign, federal, state or local) or any department,
commission, board, agency, bureau, official or other regulatory, administrative
or judicial authority thereof.

         "GOVERNMENTAL PERMITS" means all governmental permits and licenses,
certificates of inspection, registrations, approvals or other authorizations
issued to Seller with respect to the Business or the Premises or necessary for
the operation of the Business or the Premises as currently conducted under
applicable Laws.


                                     - 4 -

                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>



         "HAZARDOUS SUBSTANCE" means any substance that is regulated under any
Environmental Law or is deemed by any Environmental Law to be "hazardous",
"toxic", a "contaminant", a "waste" or a "pollutant".

         "HSR ACT" means the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended.

         "INDEMNIFIED PARTY" has the meaning assigned in Section 9.3(a).

         "INDEMNIFYING PARTY" has the meaning assigned in Section 9.4(a).

         "INITIAL BALANCE SHEET" has the meaning assigned in Section 3.11(a).

         "INITIALLY TRANSFERRED EMPLOYEES" has the meaning assigned in Section
5.4(a).

         "INTELLECTUAL PROPERTY AGREEMENT" means the agreement in substantially
the form set forth as EXHIBIT C.

         "INVENTORY" means all inventory, wherever located, including raw
materials, work in process, recycled materials, repair material, finished
products (to the extent that such finished products can be utilized with
additional added value in the production of orderable items), inventoriable
supplies, and non-capital spare parts owned by Seller and used or held for use
primarily in the conduct of the Business, and any rights of Seller to the
warranties received from suppliers and any related claims, credits, rights of
recovery and setoff with respect to such Inventory, but only to the extent such
rights are assignable, but excluding any inventory related to Excluded Assets or
Excluded Liabilities.

         "IRS" means the U.S. Internal Revenue Service.

         "LAWS" shall mean any applicable national, foreign, federal, state,
provincial or local law, statute, ordinance, rule, regulation, code, order,
judgment, injunction or decree of any Governmental Body.

         "LEASE" means the lease to be entered into between Seller and Buyer
relating to a portion of the Premises in substantially the form set forth as
EXHIBIT D.

         "LEASED EQUIPMENT" means the computers, servers, machinery and
equipment and other similar items leased and used by Seller primarily in the
conduct of the Business but excluding any such items related to Excluded Assets
or Excluded Liabilities.

         "LICENSED INTELLECTUAL PROPERTY" means the Proprietary Information of
Seller licensed to Buyer or any of Buyer's Affiliates pursuant to, and as
specifically identified and set forth in, the Intellectual Property Agreement or
the Supply Agreement.

         "LICENSES" means all licenses, agreements and other arrangements
identified on SCHEDULE 2.1(g) under which Seller has the right to use any
Proprietary Information of a Third Party to the extent used or held for use
primarily in the conduct of the Business but not


                                     - 5 -

                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>


the  Nonassignable  Licenses  or any such items  related to  Excluded  Assets or
Excluded Liabilities.

         "LOSSES" has the meaning assigned in Section 9.3(a).

         "LSP" has the meaning assigned in Section 5.4(e).

         "LTSSP" has the meaning assigned in Section 5.4(e).

         "LUCENT" has the meaning assigned in the preamble hereof.

         "BUSINESS SERVICES AGREEMENT" means the management and labor services
agreement entered into by Seller and Buyer pursuant to Section 5.14 hereof.

         "MATERIAL ADVERSE EFFECT" means any condition or event that has a
material and adverse effect upon the financial condition or results of
operations of the Business taken as a whole, other than any condition or event
arising out of or resulting from actions of Buyer in connection with this
Agreement.

         "MATERIAL CONTRACTS" has the meaning assigned in Section 3.9.

         "MATERIAL UNCERTAINTY" has the meaning assigned in Section 2.3(b).

         "NET ASSET VALUE" means the sum of the value of the Inventory (valued
at net book value) plus the value of the Principal Equipment, the Fixtures and
Supplies, and the Premises (each valued at net book value) less the value of the
Assumed Liabilities referred to in Section 2.4, that are reflected specifically
on the Initial Balance Sheet, the Cut-Off Balance Sheet or the Closing Balance
Sheet, as applicable.

         "NONASSIGNABLE ASSETS" has the meaning assigned in Section 2.6(b).

         "NONASSIGNABLE LICENSES" means those licenses of third party
Proprietary Information to which Seller or one of its Affiliates is the licensee
that are (i) not by their terms assignable to Buyer, or (ii) related to other
businesses of Seller or one of its Affiliates and not primarily to the Business,
or (iii) licenses under any patent of any third party.

         "NON-REPRESENTED EMPLOYEES" shall mean the non-represented employees of
the Business employed at the Premises. Such Non-Represented Employees who accept
Buyer's offer of employment in accordance with Section 5.4(a), as of the
effective date of their employment with Buyer, shall be referred to as
"Transferred Non-Represented Employees".

         "OKLAHOMA CITY APA" means the Asset Purchase Agreement dated as of the
date hereof between Seller and Buyer relating to the sale of Seller's
manufacturing facility in Oklahoma City, Oklahoma.

         "PENSION PLAN" has the meaning assigned in Section 3.8(b).


                                     - 6 -

                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>



         "PERMITTED ENCUMBRANCES" means any (i) liens for Taxes, assessments and
other governmental charges or of landlords, liens of carriers, warehouseman,
mechanics and material men incurred in the ordinary course of business, in each
case for sums not yet due and payable or due but not delinquent or being
contested in good faith by appropriate proceedings, (ii) liens incurred or
deposits made in the ordinary course of business in connection with workers'
compensation, unemployment insurance and other types of social security or to
secure the performance of tenders, statutory obligations, surety and appeal
bonds, bids, leases government contracts, performance and return of money bonds
and similar obligations; provided that such liens are related to obligations
which are not due or delinquent, are not registered as Encumbrances against
title to any of the Purchased Assets and adequate holdbacks are being maintained
as required by applicable legislation, (iii) purchase money liens, arising in
the ordinary course of business and limited to the property acquired (iv)
licenses granted by Seller or an Affiliate in connection with sales of products
in the ordinary course of business which do not in the aggregate materially
detract from the value of the Purchased Assets or materially interfere with the
use thereof in the operation of the Business, and (v) any Encumbrance or minor
imperfection in title and minor encroachments, if any, not material in amount
that, individually or in the aggregate, do not materially interfere with the
conduct of the Business or with the use of the Purchased Assets and do not
materially affect the value of the Purchased Assets.

         "PERSON" means any individual, corporation, partnership, firm,
association, joint venture, joint stock company, trust, unincorporated
organization or other entity, or any government or regulatory, administrative or
political subdivision or agency, department or instrumentality thereof.

         "PREMISES" means the real property that is owned and used by Seller
primarily in the conduct of the Business identified on SCHEDULE 3.6(a).

         "PRINCIPAL EQUIPMENT" means the computers, servers, machinery and
equipment and other similar items used by Seller primarily in the conduct of the
Business (including, without limitation, all items which are identified in
SCHEDULE 1.1(d)) but not the Leased Equipment or any such items related to
Excluded Assets or Excluded Liabilities. Principal Equipment includes rights to
the warranties received from the manufacturers and distributors of said items
and to any related claims, credits, rights of recovery and setoff with respect
to said items, but only to the extent such rights are assignable.

         "PROPRIETARY INFORMATION" means industrial and intellectual property
under the laws of the United States, Canada and other jurisdictions, including
all: (i) trade secrets, confidential information and confidential know-how,
including all unpatented inventions, customer and supplier lists, formulae,
systems, methodologies, ideas, concepts, processes, documents, works, designs,
prototypes, materials, technologies, inventor's notes, blueprints, unpublished
studies and data, libraries, research designs, research results and notes,
prototypes, drawings, design and construction specifications, production,
operating and quality control manuals, technical manuals, marketing strategies,
and current or proposed business opportunities; (ii) copyrights and all waivers
of moral rights associated with copyrights, including all copyrights and moral
rights in software, and also rights to graphic design and user interface


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                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>


elements and "look and feel", and databases; (iii) industrial designs, design
patents and other designs; (iv) mask works and integrated circuit topographies;
(v) patents; (vi) registered and unregistered trade-marks, service marks, sound
marks, trade names, brand names, trade dress, indicia, distinguishing guises,
logos, insignia, designs, business names, domain names, Internet protocol
addresses and classes of Internet protocol addresses, any other source or
business identifiers and fictitious characters, and all goodwill associated with
the foregoing; and all registrations, applications for registration, reissues,
extensions, renewals, divisions, continuations and continuations-in-part
relating to the foregoing.

         "PURCHASE PRICE" has the meaning assigned in Section 2.3(a).

         "PURCHASED ASSETS" has the meaning assigned in Section 2.1.

         "PURCHASED INVENTORY" means Inventory which is required by Buyer for
the performance of Buyer's obligations under the Supply Agreement for a period
of twelve (12) months following the Closing Date and which is supported by
Seller's projected demand as of the date hereof for the twelve (12) month period
following the Closing Date.

         "PURCHASED LEASED EQUIPMENT" has the meaning assigned in Section
5.5(b).

         "REAL ESTATE DEED" means the deed with respect to Premises in
substantially the form set forth on EXHIBIT E.

         "REASONABLE COMMERCIAL EFFORTS" means that the obligated party is
required to make a diligent, reasonable and good faith effort to accomplish the
applicable objective. Such obligation, however, does not require an expenditure
of funds or the incurrence of a liability on the part of the obligated party,
nor does it require that the obligated party act in a manner that would be
contrary to normal commercial practices in order to accomplish the objective.
The fact that the objective is or is not actually accomplished is no indication
that the obligated party did or did not in fact utilize its reasonable
commercial efforts in attempting to accomplish the objective.

         "REPRESENTED EMPLOYEES" shall mean the employees of the Business
represented by the Union and employed at the Premises. Such Represented
Employees who accept Buyer's offer of employment in accordance with Section
5.4(a), as of the effective date of their employment with Buyer, shall be
referred to as "TRANSFERRED REPRESENTED EMPLOYEES".

         "REQUIRED CONSENT" has the meaning assigned in Section 3.3(b).

         "SELLER" has the meaning assigned in the preamble hereof.

         "SUBSEQUENTLY TRANSFERRED EMPLOYEES" has the meaning assigned in
Section 5.4(a).

         "SUBSIDIARY" means (a) any corporation in an unbroken chain of
corporations beginning with Seller, if each of the corporations other than the
last corporation in the unbroken chain then owns stock possessing 50% or more of
the total combined voting power of all classes of stock in one of the other
corporations in such chain, (b) any partnership in


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                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>


which Seller is a general partner or (c) any partnership, corporation, limited
liability company or similar entity that Seller controls, through the ownership
of interests or otherwise.

         "SUPPLY AGREEMENT" means the agreement in substantially the form set
forth as Exhibit F.

         "TAXES" means all taxes of any kind, charges, fees, customs, levies,
duties, imposts, required deposits or other assessments, including, without
limitation, all net income, capital gains, gross income, gross receipt,
property, franchise, sales, use, excise, withholding, payroll, employment,
social security, worker's compensation, unemployment, occupation, capital stock,
ad valorem, value added, transfer, gains, profits, net worth, asset,
transaction, taxes, and other taxes and interest, penalties, or additions to tax
with respect thereto imposed upon any Person by any Governmental Body under
applicable Law.

         "THIRD PARTY" means any Person not an Affiliate of the other referenced
Person or Persons.

         "THIRD-PARTY CLAIM" has the meaning assigned in Section 9.4(a).

         "TRANSFER DATE" has the meaning assigned in Section 5.4(a).

         "TRANSFERRED EMPLOYEES" shall mean the Transferred Non-Represented
Employees and the Transferred Represented Employees.

         "TRANSITION SERVICES AGREEMENT" means the agreement in substantially
the form set forth as EXHIBIT G.

         "UNION" shall mean the International Brotherhood of Electrical Workers
and the Security, Police, and Fire Professionals of America.

1.2      OTHER DEFINITIONAL AND INTERPRETIVE MATTERS

         Unless otherwise expressly provided, for purposes of this Agreement,
the following rules of interpretation shall apply:

         CALCULATION OF TIME PERIOD. When calculating the period of time before
which, within which or following which any act is to be done or step taken
pursuant to this Agreement, the date that is the reference date in calculating
such period shall be excluded. If the last day of such period is a non-Business
Day, the period in question shall end on the next succeeding Business Day.

         GENDER AND NUMBER. Any reference in this Agreement to gender shall
include all genders, and words imparting the singular number only shall include
the plural and vice versa.

         HEADINGS. The provision of a Table of Contents, the division of this
Agreement into Articles, Sections and other subdivisions and the insertion of
headings are for convenience of


                                     - 9 -

                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>


reference only and shall not affect or be utilized in construing or interpreting
this Agreement. All references in this Agreement to any "Section" are to the
corresponding Section of this Agreement unless otherwise specified.

         HEREIN. The words such as "HEREIN," "HEREINAFTER," "HEREOF," and
"HEREUNDER" refer to this Agreement as a whole and not merely to a subdivision
in which such words appear unless the context otherwise requires.

         INCLUDING. The word "INCLUDING" or any variation thereof means
"INCLUDING, WITHOUT LIMITATION" and shall not be construed to limit any general
statement that it follows to the specific or similar items or matters
immediately following it.

         KNOWLEDGE. Where any matter is stated to be within Seller's knowledge
in this Agreement, Seller shall be deemed for purposes of this Agreement to have
the knowledge of the relevant facts that a senior manager of Seller with
responsibility for the relevant matter would reasonably have after due inquiry.

         SCHEDULES AND EXHIBITS. The Schedules and Exhibits attached to this
Agreement shall be construed with and as an integral part of this Agreement to
the same extent as if the same had been set forth verbatim herein.

2.       PURCHASE AND SALE OF THE BUSINESS

2.1      PURCHASE AND SALE OF ASSETS

         Upon the terms and subject to the conditions of this Agreement and in
reliance on the representations and warranties contained herein, on the Closing
Date, Seller shall grant, bargain, sell, transfer, assign, convey and deliver to
Buyer, and Buyer shall purchase, acquire and accept from Seller, all of the
right, title and interest in, to and under the Purchased Assets that Seller
possesses and has the right to transfer as the same shall exist on the Closing
Date. For purposes of this Agreement, "PURCHASED ASSETS" shall mean all the
assets, properties and rights used by Seller, whether tangible or intangible,
real, personal or mixed, set forth or described in Sections 2.1(a) through
2.1(i), inclusive (except in each case for the Excluded Assets), whether or not
any of such assets, properties or rights have any value for accounting purposes
or are carried or reflected on or specifically referred to in Seller's financial
statements:

         (a)      the Premises;

         (b)      the Principal Equipment and the Purchased Leased Equipment;

         (c)      the Fixtures and Supplies;

         (d)      the Purchased Inventory;


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                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>



         (e)      the license grant to the Licensed Intellectual Property (but
                  only to the extent specifically set forth in the Intellectual
                  Property Agreement or the Supply Agreement);

         (f)      the Contracts;

         (g)      the Licenses;

         (h)      the Business Records; and

         (i)      the Governmental Permits that are identified on SCHEDULE
                  2.1(i) but only to the extent that such Governmental Permits
                  are assignable or transferable to Buyer and not to the extent
                  that Buyer directs in writing Seller not to assign or transfer
                  the same (which Buyer agrees to do to the extent such
                  Governmental Permits are not required by Buyer by law).

2.2      EXCLUDED ASSETS

         Notwithstanding the provisions of Section 2.1, it is hereby expressly
acknowledged and agreed that the Purchased Assets shall not include, and Seller
is not selling, transferring, assigning, conveying or delivering to Buyer, and
Buyer is not purchasing, acquiring or accepting from Seller, the following (the
rights, properties and assets expressly excluded by this Section 2.2 or
otherwise excluded by the terms of Section 2.1 from the Purchased Assets being
referred to herein as the "EXCLUDED ASSETS"):

         (a)      any of Seller's or any of its Affiliate's receivables, cash,
                  bank deposits or similar cash items or employee receivables;

         (b)      any Proprietary Information owned by Seller or any Affiliate
                  as of the Closing Date other than certain specified rights in
                  the Licensed Intellectual Property as expressly provided under
                  the Intellectual Property Agreement or the Supply Agreement;

         (c)      any  (i) confidential  personnel  records and medical records
                  (other than medical records relating to occupational health
                  and safety requirements and training records relating to the
                  Business Employees), subject to Section 2.6(a) below,
                  pertaining to any Business Employee; (ii) other books and
                  records that Seller or any Affiliate is required by Law to
                  retain or that Seller determines are necessary or advisable to
                  retain; PROVIDED, HOWEVER, that Buyer shall have the right to
                  make copies of any portions of such retained books and records
                  that relate to the Business or any of the Purchased Assets;
                  and (iii) any information management system of Seller or any
                  Affiliate other than those used primarily in the conduct of
                  the Business and contained within computer hardware included
                  as a Purchased Asset pursuant to Section 2.1;

         (d)      any claim, right or interest of Seller or any Affiliate in or
                  to any refund, rebate, abatement or other recovery for Taxes,
                  together with any interest due


                                     - 11 -

                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>


                  thereon or penalty rebate arising therefrom, for any periods
                  prior to the Closing Date;

         (e)      all "Lucent Technologies" marked sales and marketing or
                  packaging materials, samples, prototypes, other similar Lucent
                  Technologies identified sales and marketing or packaging
                  materials and any marketing studies;

         (f)      the Excluded Contracts and the Nonassignable Licenses;

         (g)      any insurance policies or rights of proceeds thereof;

         (h)      the Excluded Leased Equipment;

         (i)      the property or assets specifically identified on SCHEDULE
                  2.2(i);

         (j)      any of Seller's or any Affiliate's rights, claims or causes of
                  action against Third Parties relating to the assets,
                  properties, business or operations of Seller or any Affiliate
                  arising out of transactions occurring prior to, and including,
                  the Closing Date; and

         (k)      all other assets, properties, interests and rights of Seller
                  or any Affiliate not related primarily to the Business.

2.3      PURCHASE PRICE

         (a) In consideration of the sale, transfer, assignment, conveyance and
delivery by Seller of the Purchased Assets (other than the license grant of
Licensed Intellectual Property referred to in Section 2.1(e)) to Buyer, and in
addition to assuming the Assumed Liabilities, Buyer shall pay to Seller at the
Closing, $201,300,000 (as may be adjusted in accordance with this Section 2.3)
(the "PURCHASE PRICE"). The payment to be made by Buyer to Seller in respect of
the Purchase Price on the Closing Date shall be made in cash by wire transfer of
immediately available funds to an account designated by Seller's written
instructions to Buyer at least two (2) Business Days prior to Closing, prior to
the Closing Date. In addition to the foregoing, the Buyer shall pay to the
Seller at the Closing $44,260,000 of the payment made for the license grant of
Licensed Intellectual Property pursuant to Section 6.01 of the Intellectual
Property Agreement.

         (b) On the date which is five (5) Business Days prior to the Closing
Date (the "Cut-Off Date"), Seller shall prepare and deliver to Buyer an
unaudited balance sheet of the Business as of the Cut-off Date substantially in
the form of the Initial Balance Sheet (the "CUT-OFF BALANCE SHEET"). Seller
agrees to deliver to Buyer all drafts of the Cut-Off Balance Sheet prepared by
Seller from and after the date hereof and prior to and in connection with the
preparation of the final Cut-Off Balance Sheet. Buyer shall be given full access
to the relevant records and working papers used by Seller to prepare the Cut-Off
Balance Sheet and Seller and Buyer shall jointly conduct a physical inventory of
the Principal Equipment and the Purchased Inventory prior to and in connection
with the preparation of the Cut-Off Balance Sheet. Within two (2) Business Days
of the last to occur of the following: (i)


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                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>


receipt of the Cut-Off Balance Sheet, (ii) full access to the relevant records
and working papers and (iii) the conduct of the physical inventory of the
Principal Equipment and the Purchased Inventory, Buyer shall advise Seller
whether it believes that the Cut-Off Balance Sheet materially reflects the
balance sheet of the Business as of the Cut-Off Date. In the event Buyer agrees
with the Cut-Off Balance Sheet, the Purchase Price shall be adjusted to reflect
the Net Asset Value as reflected on the Cut-Off Balance Sheet (the "CUT-OFF NET
ASSET VALUE"). In the event Buyer disagrees with the Cut-Off Balance Sheet, the
parties shall use their respective best good faith efforts to resolve such
disagreement within five (5) days of receipt by Buyer of the Cut-Off Balance
Sheet; PROVIDED, HOWEVER, that if the parties cannot come to an agreement within
such five (5) day period, then on the Closing Date the Purchase Price shall be
adjusted to reflect the Cut-Off Net Asset Value.

         (c) In the event that the parties cannot agree on the Cut-Off Net Asset
Value by the Closing Date, Buyer shall, within forty-five (45) days following
the Closing Date, give written notice to Seller of any proposed changes to be
made to the Cut-Off Balance Sheet or of its inability to confirm whether such
balance sheet has been prepared in a manner consistent with the preparation of
the Initial Balance Sheet (a "MATERIAL UNCERTAINTY"), describing the change or
Material Uncertainty and the basis for the change or Material Uncertainty in
reasonable detail. Failure to so notify Seller shall constitute acceptance and
approval of the Cut-Off Balance Sheet. If Seller agrees that a proposed change
is appropriate, the change shall be made to the Cut-Off Balance Sheet. If Seller
does not agree that any proposed change is appropriate, and Buyer and Seller
cannot agree on the treatment of the proposed change, the Seller and Buyer shall
select an auditor from a national certified public accounting firm, other than
the Seller's or the Buyer's external auditors, who shall decide if the change is
appropriate, and the Cut-Off Balance Sheet will be adjusted in accordance with
such auditor's decision. The balance sheet so adjusted shall be referred to as
the "CLOSING BALANCE SHEET." Buyer and Seller shall each pay one-half of the
reasonable fee charged by such auditor.

         (d) The Closing Balance Sheet shall include a calculation of the Net
Asset Value of the Business as of the Closing Date (such amount as set forth in
the Closing Balance Sheet, the "FINAL NET ASSET VALUE"). If the Cut-Off Net
Asset Value is less than the Final Net Asset Value by an amount in excess of $1
million, Buyer shall pay the amount by which the Final Net Asset Value exceeds
the Cut-Off Net Asset Value to Seller, and if the Cut-Off Net Asset Value is
greater than the Final Net Asset Value by an amount in excess of $1 million,
Seller shall pay the amount by which the Cut-Off Net Asset Value exceeds the
Final Net Asset Value to Buyer. Any such payment shall be made on or before
fifty (50) calendar days after the Closing Date, and any such payment shall be
considered an addition or reduction, as applicable, to the Purchase Price.

2.4      ASSUMED LIABILITIES

         On the Closing Date, Buyer shall execute and deliver to Seller the one
or more Assumption Agreements pursuant to which Buyer shall accept, assume and
agree to pay, perform or otherwise discharge, in accordance with the respective
terms and subject to the respective conditions thereof, the liabilities and
obligations of Seller pursuant to and under


                                     - 13 -

                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>



the Assumed Liabilities. "ASSUMED LIABILITIES" shall mean all liabilities and
obligations set forth in this Section 2.4, whether or not any such obligation
has a value for accounting purposes or is carried or reflected on or
specifically referred to in either Seller's books or financial statements:

         (a)      the amount owed to Initially Transferred Employees in respect
                  of the accrued but unused vacation of such Initially
                  Transferred Employees assumed by Buyer in accordance with
                  Section 5.4(g);

         (b)      the liabilities and obligations arising on or after the
                  Closing Date under the transferred Contracts, Licenses and
                  Government Permits;

         (c)      the Permitted Encumbrances; and

         (d)      the obligations and liabilities with respect to the Business
                  or the Purchased Assets, known or unknown, absolute or
                  contingent, arising on or after the Closing Date, and the
                  obligations and liabilities with respect to the Transferred
                  Employees arising on or after their Transfer Date, in each
                  case known or unknown, absolute or contingent.

2.5      EXCLUDED LIABILITIES

         Buyer shall not assume or be obligated to pay, perform or otherwise
assume or discharge any liabilities or obligations of Seller or any of its
Affiliates, whether direct or indirect, known or unknown, absolute or
contingent, except for the Assumed Liabilities (all of such liabilities and
obligations not so assumed being referred to herein as the "EXCLUDED
LIABILITIES").

2.6      FURTHER ASSURANCES; FURTHER CONVEYANCES AND ASSUMPTIONS; CONSENT OF
THIRD PARTIES

         (a) From time to time following the Closing, Seller hereby agrees to
make available, or to cause its Affiliates to make available, to Buyer
non-confidential data in personnel records of Transferred Employees as is
reasonably necessary for Buyer to transition such employees into Buyer's
records.

         (b) From time to time following the Closing, Seller and Buyer shall,
and shall cause their respective Affiliates to, execute, acknowledge and deliver
all such further conveyances, notices, assumptions, releases and acquittances
and such other instruments, and shall take such further actions, as may be
necessary or appropriate to assure fully to Buyer and its respective successors
or assigns, all of the properties, rights, titles, interests, estates, remedies,
powers and privileges intended to be conveyed to Buyer under this Agreement and
the Collateral Agreements and to assure fully to Seller and its Affiliates and
their successors and assigns, the assumption of the liabilities and obligations
intended to be assumed by Buyer under this Agreement and the Collateral
Agreements, and to otherwise make effective the transactions contemplated hereby
and thereby.


                                     - 14 -

                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>



         (c) Nothing in this Agreement nor the consummation of the transactions
contemplated hereby shall be construed as an attempt or agreement to assign any
Purchased Asset, including any Contract, License, Governmental Permit,
certificate, approval, authorization or other right, which by its terms or by
Law is nonassignable without the consent of a Third Party or a Governmental Body
or is cancellable by a Third Party in the event of an assignment ("NONASSIGNABLE
ASSETS") unless and until such consents shall be given. Seller agrees, and
agrees to cause its Affiliates, to cooperate with Buyer at its request to use
reasonable commercial efforts to obtain such consents promptly; PROVIDED,
HOWEVER, that such cooperation shall not require Seller or any of its Affiliates
to remain secondarily liable or to make any payment to obtain any such consent
with respect to any Nonassignable Asset.

         (d) Buyer and Seller agree to use their respective reasonable
commercial efforts to obtain, or to cause to be obtained, any consent,
substitution, approval, or amendment required to novate all obligations under
any and all Contracts or other obligations or liabilities that constitute
Assumed Liabilities or to obtain in writing the unconditional release of Seller
and its Affiliates so that, in any such case, Buyer and its Affiliates shall be
solely responsible for such liabilities and obligations. To the extent permitted
by applicable Law, in the event consents to the assignment thereof cannot be
obtained, such Nonassignable Assets shall be held, as and from the Closing Date,
by Seller or its Affiliates in trust for Buyer and the covenants and obligations
thereunder shall be performed by Buyer in Seller's or one of its Affiliate's
name and all benefits and obligations existing thereunder shall be for Buyer's
account. Seller shall take or cause to be taken at Buyer's expense such action
in its name or otherwise as Buyer may reasonably request so as to provide Buyer
with the benefits of the Nonassignable Assets and to effect collection of money
or other consideration to become due and payable under the Nonassignable Assets,
and Seller or its Affiliates shall promptly pay over to Buyer all money or other
consideration received by it in respect to all Nonassignable Assets.

         (e) As of and from the Closing Date, Seller on behalf of itself and its
Affiliates authorizes Buyer, to the extent permitted by applicable Law and the
terms of the Nonassignable Assets, at Buyer's expense, to perform all the
obligations and receive all the benefits of Seller or its Affiliates under the
Nonassignable Assets and appoints Buyer its attorney-in-fact to act in its name
on its behalf or in the name of the applicable Affiliate of Seller and on such
Affiliate's behalf with respect thereto.

2.7      NO LICENSES

         Unless expressly set forth in the Intellectual Property Agreement or
the Supply Agreement, no title, right or license of any kind is granted to Buyer
pursuant to this Agreement with respect to Seller's or any of its Affiliate's
Proprietary Information, either directly or indirectly, by implication, by
estoppel or otherwise.

2.8      BULK SALES LAW

         Buyer hereby waives compliance by Seller with the requirements and
provisions of any "bulk-transfer" Laws of any jurisdiction, including Article 6
of the New York


                                     - 15 -

                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>



Commercial Code, that may otherwise be applicable with respect to the sale of
any or all of the Purchased Assets to Buyer.

2.9      TAXES

         (a) Buyer shall pay all applicable Taxes and all recording and filing
fees that may be imposed, assessed or payable by reason of the operation or as a
result of this Agreement including the sales, transfers, leases, rentals,
licenses, and assignments contemplated hereby, except for Seller's net income
and capital gains taxes or franchise or other taxes based on Seller's net
income.

         (b) Buyer shall be responsible for all Taxes attributable to, levied
upon or incurred in connection with the Purchased Assets pertaining to the
period (or that portion of the period) immediately beginning after the Closing
Date. Seller shall be responsible for all Taxes attributable to, levied upon or
incurred in connection with the Purchased Assets pertaining to the period (or
that portion of the period) prior to or on the Closing Date.

2.10     INVENTORY PUT-BACK

         In the event that any of the Purchased Inventory is not used by Buyer
in the period commencing on the first Business Day following the Closing Date
and ending on the first anniversary of the Closing Date to fulfill its
obligations to Seller under the Supply Agreement (other than Purchased Inventory
which has been or is required to be returned to or purchased by Seller pursuant
to the Supply Agreement) ("REMAINING PURCHASED INVENTORY"), Buyer shall have the
right to cause Seller to purchase up to ninety million dollars (US$90,000,000)
of the Remaining Purchased Inventory as specified below, upon providing Seller
with a notice setting forth the amount of such Remaining Purchased Inventory and
applicable purchase price. The purchase price of the Remaining Purchased
Inventory shall be equal to the purchase price paid by Buyer to Seller for the
Remaining Purchased Inventory hereunder, provided that the aggregate amount of
the purchase price payable by Seller to Buyer for the Remaining Purchased
Inventory under this Section 2.10 and Section 2.10 of the Oklahoma City APA
shall not exceed ninety million dollars (US$90,000,000). Seller shall pay the
purchase price applicable to the Remaining Purchased Inventory no later than ten
(10) Business Days following the receipt of the aforementioned notice.

3.       REPRESENTATIONS AND WARRANTIES OF SELLER

         Seller represents and warrants to Buyer that:

3.1      ORGANIZATION AND QUALIFICATION

         Seller is a corporation duly organized, validly existing and in good
standing under the Laws of the State of Delaware and has all requisite corporate
power and authority to carry on the Business as currently conducted and to own
or lease and operate the Purchased Assets. Seller is duly qualified to do
business and is in good standing as a foreign corporation (in any jurisdiction
that recognizes such concept) in each jurisdiction where the ownership or
operation of the Purchased Assets or the conduct of the Business requires such
qualification,


                                     - 16 -

                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>


except for failures to be so qualified or in good standing, as the case may be,
that, individually or in the aggregate, could not reasonably be expected to have
a Material Adverse Effect.

3.2      AUTHORIZATION; BINDING EFFECT

         (a) Seller has all requisite corporate power and authority to execute
and deliver this Agreement and the Collateral Agreements to which it will be a
party and to effect the transactions contemplated hereby and thereby and has
duly authorized the execution, delivery and performance of this Agreement and
the Collateral Agreements to which it will be a party by all requisite corporate
action.

         (b) This Agreement has been duly executed and delivered by Seller and
this Agreement is, and the Collateral Agreements when duly executed and
delivered by Seller will be, valid and legally binding obligations of Seller,
enforceable against it in accordance with their respective terms, except to the
extent that enforcement of the rights and remedies created hereby and thereby
may be affected by bankruptcy, reorganization, moratorium, insolvency and
similar Laws of general application affecting the rights and remedies of
creditors and by general equity principles.

3.3      NON-CONTRAVENTION; CONSENTS

         (a) Assuming that all Required Consents listed in SCHEDULE 3.3(b) have
been obtained, the execution, delivery and performance of this Agreement by
Seller and the Collateral Agreements by Seller and the consummation of the
transactions contemplated hereby and thereby do not and will not: (i) result in
a breach or violation of any provision of Seller's charter or by-laws (ii)
violate or result in a breach of or constitute an occurrence of default under
any provision of, result in the acceleration or cancellation of any obligation
under, or give rise to a right by any party to terminate or amend its
obligations under, any mortgage, deed of trust, conveyance to secure debt, note,
loan, indenture, lien, lease, license agreement, instrument, order, judgment,
decree or other arrangement or commitment to which Seller is a party or by which
it is bound and which relates to the Business or the Purchased Assets, which
violation, breach or default, individually or in the aggregate, could reasonably
be expected to have a Material Adverse Effect or (iii) violate any order,
judgment, decree, rule or regulation of any court or any Governmental Body
having jurisdiction over Seller or the Purchased Assets, and which violation,
individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect.

         (b) No consent, approval, order or authorization of, or registration,
declaration or filing with, any Person is required to be obtained by Seller in
connection with the execution and delivery of this Agreement and the Collateral
Agreements to which Seller will be a party or for the consummation of the
transactions contemplated hereby or thereby by Seller, except for (i) any
filings required to be made under the HSR Act and any applicable filings
required under foreign antitrust Laws, (ii) consents or approvals of Third
Parties that are required to transfer or assign to Buyer any Purchased Assets
which are material to the Business or assign the benefits of or delegate
performance with regard thereto as identified on SCHEDULE 2.1(f) and SCHEDULE
3.9, (iii) those set forth in SCHEDULE 3.3(b) (items (i), (ii) and (iii) being
referred


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                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>


to herein as the "REQUIRED CONSENTS"), and (iv) such consents, approvals,
orders, authorizations, registrations, declarations or filings where failure of
compliance, individually or in the aggregate, could not reasonably be expected
to have a Material Adverse Effect.

3.4      TITLE TO PROPERTY; PRINCIPAL EQUIPMENT; SUFFICIENCY OF ASSETS

         (a) Seller has and at the Closing will have good and valid title to,
or a valid and binding leasehold interest or license in, all real and personal
tangible Purchased Assets free and clear of any Encumbrance except for Permitted
Encumbrances.

         (b) Each material item of Principal Equipment is in reasonable
operating condition, in light of its respective age, for the purposes for which
it is currently being used, but is otherwise being transferred on a "where is"
and, as to condition, "as is" basis.

         (c) Except for (i) the assets that will be used in connection with
providing services under the Transition Services Agreement, and (ii) the
Excluded Assets, the Purchased Assets and the Business Employees and the rights
to be acquired under this Agreement and the Collateral Agreements (including the
services to be provided pursuant to the Transition Services Agreement)
constitute all assets, personnel and rights that are used in and are necessary
to conduct the Business as currently conducted by Seller. In the event this
Section 3.4(c) is breached because Seller has failed to identify, transfer or
license any assets, properties or Proprietary Information or provide any
services used in the Business, such breach shall be deemed cured if Seller
promptly transfers such properties or assets, licenses such Proprietary
Information or provides such services to Buyer, and Buyer shall have no further
remedy with respect thereto other than with respect to losses that arise prior
to such transfer, license or provision of services.

3.5      PERMITS, LICENSES

         (a) Except as set forth on SCHEDULE 2.1(i), there are no material
Governmental Permits necessary for or used by Seller to operate the Business as
now being operated or to use or occupy the Premises, which Governmental Permits
are required by currently effective Laws.

         (b) Each Governmental Permit identified on SCHEDULE 2.1(i) is valid and
in full force and effect, and Seller is not in default or breach thereof other
than any such default or breach which, individually or in the aggregate, could
not reasonably be expected to have a Material Adverse Effect. To Seller's
knowledge, no proceeding is pending or threatened to revoke or limit any such
Governmental Permit. Seller has provided to Buyer a true and complete copy of
each such Governmental Permit, including all amendments thereto.

3.6      REAL ESTATE

         (a) SCHEDULE 3.6(a) contains a complete and accurate list of the
Premises. Seller has good and valid title to the Premises. Except as set forth
on SCHEDULE 3.6(a), none of such Premises are subject to any Encumbrance except
for Permitted Encumbrances.


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                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>



         (b) To Seller's knowledge, except as disclosed in SCHEDULE 3.6(b), all
buildings, structures, improvements and appurtenances situated on the Premises
are in reasonably good operating condition and in a state of reasonably good
maintenance and repair and are adequate and suitable in all material respects
for the purposes for which they are currently being used, and Seller has
adequate rights of ingress and egress for the operation of the Business in the
ordinary course. To Seller's knowledge, except as disclosed in SCHEDULE 3.6(b),
none of such buildings, structures, improvements or appurtenances (or any
equipment thereon), nor the operation or maintenance thereof, violates any
restrictive covenant or any provision of any applicable Law or encroaches on any
property owned by any Third Party.

         (c) To Seller's knowledge, except as disclosed in SCHEDULE 3.6(c):

             (i)           no material alteration, repair, improvement or other
                           work has been ordered, directed or requested in
                           writing to be done or performed to or in respect of
                           the Premises or to any of the plumbing, heating,
                           elevating, water, drainage or electrical systems,
                           fixtures or works by any Governmental Body, which
                           material alteration, repair, improvement or other
                           work has not been completed, and to Seller's
                           knowledge, written notification has not been given to
                           it of any such outstanding work being ordered,
                           directed or requested, other than those which have
                           been complied with;

             (ii)          all accounts for work and services performed and
                           materials placed or furnished upon or in respect of
                           the Premises at the request of Seller have been paid
                           and satisfied in all material respects, and no Person
                           is entitled to claim an Encumbrance against the
                           Premises or any part thereof, other than for current
                           accounts in respect of which the payment due date has
                           not yet passed;

             (iii)         there is nothing material owing in respect of the
                           Premises by Seller to any Governmental Body or to any
                           other entity owning or operating a public utility for
                           water, gas, electrical power or energy, steam or hot
                           water, or for the use thereof, other than current
                           accounts in respect of which the payment due date has
                           not yet passed; and

             (iv)          no part of the Premises has been taken or
                           expropriated by any Governmental Body, nor has any
                           notice or proceeding in respect thereof been given or
                           commenced.

3.7      COMPLIANCE WITH LAWS; LITIGATION

         (a) Except as set forth on SCHEDULE 3.7(a), with respect to the
Business conducted by it, Seller is in compliance in all material respects with
all applicable Laws and all decrees, orders, judgments, permits and licenses of
or from Governmental Bodies except for failures to comply that, individually or
in the aggregate, could not reasonably be expected to have a Material Adverse
Effect.


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<PAGE>



         (b) Except as set forth on SCHEDULE 3.7(b), there are no actions,
suits, proceedings or governmental investigations pending or, to Seller's
knowledge, threatened against it that, individually or in the aggregate, could
be reasonably expected to have a Material Adverse Effect.

3.8      BUSINESS EMPLOYEES

         (a) SCHEDULE 3.8(a) contains a complete and accurate list of all the
Business Employees as of the date specified on such list, showing for each
Business Employee the position held and aggregate annual compensation (including
bonuses and commissions) for Seller's last fiscal year. Except as set forth on
Schedule 3.8(a), none of the Business Employees is covered by any union,
collective bargaining or other similar labor agreements. On or before the
Transfer Date for each Subsequently Transferred Employee Seller shall provide
Buyer with such Subsequently Transferred Employee's position held and aggregate
annual compensation (including bonuses and commissions) for Seller's last fiscal
year.

         (b) Except as set forth in SCHEDULE 3.8(b), with respect to all
Business Employees, Seller does not currently maintain, contribute to or have
any liability under any Benefit Plan. With respect to each of the Benefit Plans
identified on SCHEDULE 3.8(b), Seller has made available to Buyer true and
complete copies of the most recent summary plan or other written description.
Each Benefit Plan listed on SCHEDULE 3.8(b) has been operated in material
compliance with applicable law, including ERISA. Each Benefit Plan which is an
"employee pension benefit plan" within the meaning of Section 3(2) of ERISA
("PENSION PLAN") and which is intended to be qualified under Section 401(a) of
the Code, has received a favorable determination letter from the Internal
Revenue Service with respect to "TRA" (as defined in Section 1 of Rev. Proc.
93-39), and Seller is not aware of any circumstances likely to result in
revocation of any such favorable determination letter. Except as disclosed on
SCHEDULE 3.8(b), Seller does not have any obligations for retiree health and
life benefits under any Benefit Plan or has ever represented, promised or
contracted (whether in oral or written form) to any employee(s) that such
employee(s) would be provided with retiree health or life benefits.

         (c) Except as disclosed in SCHEDULE 3.7(b), as relates to the Business,
there is not presently pending or existing, and to Seller's knowledge there is
not threatened, (i) any strike, slowdown, picketing, or work stoppage, (ii) any
application for certification of a collective bargaining agent and (iii) any
grievance proceeding threatened or initiated by the Represented Employees, which
grievance proceeding could reasonably be expected to have a Material Adverse
Effect on the Business or a material adverse effect on the operation of the
Business after the Closing Date.

3.9      CONTRACTS

         SCHEDULE 3.9 contains a complete and accurate list of all outstanding
Contracts that would require over the full term thereof payments by or to Seller
of more than $250,000 (the "MATERIAL CONTRACTS"). Each of such Material
Contracts is valid, binding and enforceable against Seller and, to Seller's
knowledge, the other parties thereto in accordance with its terms and is in full
force and effect. Except as set forth on SCHEDULE 3.9, Seller has


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<PAGE>



performed, in all material respects, all of the obligations required by it and
is not in default or alleged to be in default in respect of, any Material
Contract. Except as set forth on SCHEDULE 3.9, Seller has not received any
notice that it is in default or breach of or is otherwise delinquent in
performance under any such Material Contracts which default or breach could
reasonably be expected to have a Material Adverse Effect, and, to Seller's
knowledge, each of the other parties thereto has performed in all material
respects all obligations required to be performed by it under, and is not in
default in any material respect under, any of such Material Contracts and no
event has occurred that, with notice or lapse of time, or both, would constitute
such a default. Each of the outstanding Contracts that is (i) not a Material
Contract and (ii) which would require over the full term thereof payments by or
to Seller of more than $20,000, is valid, binding and enforceable against Seller
and, to Seller's knowledge, the other parties thereto in accordance with its
terms, and is in full force and effect, in each case except where the failure of
any such Contract to be valid, binding and enforceable or in full force and
effect, individually or in the aggregate, could not reasonably be expected to
have a Material Adverse Effect. For purposes of this Section 3.9 only (other
than with respect to the first sentence of this Section 3.9), Material Contracts
will also include such Licenses which would require over the full term thereof
payments by or to Seller of more than $250,000.

3.10     ENVIRONMENTAL MATTERS

         Except as may be set forth in SCHEDULE 3.10 and in respect of the
Business and the Purchased Assets:

         (a)      the operations of the Business and the Premises comply in all
                  material respects with all applicable Environmental Laws;

         (b)      Seller has obtained all environmental, health and safety and
                  other Environmental Law required Governmental Permits
                  necessary for its operations, and all such Governmental
                  Permits are in good standing and Seller is in compliance with
                  all terms and conditions of such Governmental Permits except
                  where the failure to obtain, maintain in good standing or be
                  in compliance with, such Governmental Permits, individually or
                  in the aggregate, could not reasonably be expected to have a
                  Material Adverse Affect;

         (c)      neither the Business nor any of the Premises included in the
                  Purchased Assets or the operations of the Business, is subject
                  to any on-going investigation, of which Seller has been
                  notified, or other proceedings by, order from or agreement
                  with any Person respecting (i) any Environmental Law, or (ii)
                  any remedial action arising from the release or threatened
                  release of a Hazardous Substance into the environment;

         (d)      Seller, in respect of the Business, has filed all notices
                  required to be filed under any Environmental Law indicating
                  past or present treatment, storage or disposal of a Hazardous
                  Substance or reporting a spill or release of a Hazardous
                  Substance into the environment except where the failure to
                  file any


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<PAGE>



                  such notices could not reasonably be expected to have a
                  Material Adverse Effect;

         (e)      to Seller's knowledge, there are no aboveground or underground
                  storage tanks on or in any Premises included in the Purchased
                  Assets;

         (f)      to Seller's knowledge, Seller has not received any written
                  notice to the effect that it is or may be liable to any Person
                  as a result of the release or threatened release of a
                  Hazardous Substance; and

         (g)      Seller has (i) delivered to Buyer true and complete copies of
                  all material asbestos and other environmental and occupational
                  health and safety reports and documents disclosing or relating
                  to the presence of asbestos or other Hazardous Substances in,
                  on, under or from the Premises and (ii) provided Buyer the
                  opportunity to copy or inspect all material environmental and
                  occupational health and safety reports and other documents
                  pertaining to, and purporting to describe, environmental,
                  health and safety matters with respect to the Business.

3.11     FINANCIAL STATEMENT; ABSENCE OF CHANGES

         (a) The unaudited balance sheet attached hereto as SCHEDULE 3.11 (the
"Initial Balance Sheet") with respect to the Business fairly present in all
material respects the material assets of the Business as of June 30, 2001 and
has been prepared according to U.S. GAAP and is based on the internal accounting
principles used historically by Seller. The statement of costs for fiscal 2000
contained in the Descriptive Memorandum, dated March 14, 2001, provided by
Seller to Buyer in connection with the sale of the Business presents fairly in
all material respects the costs incurred by the Business for the period referred
to therein and has been prepared based on the internal accounting principles
used historically by Seller.

         (b) Except as set forth on SCHEDULE 3.11, since June 30, 2001, Seller
has conducted and operated the Business in the ordinary course and the Business
has not suffered any change that, individually or in the aggregate, could
reasonably be expected to have a Material Adverse Affect.

3.12     INTELLECTUAL PROPERTY

         (a) Seller or Lucent Technologies GRL Corporation ("Lucent GRL") owns
or has a valid right to grant the licenses in all of the Licensed Intellectual
Property.

         (b) Except as set forth on SCHEDULE 3.12(b), no litigation has been
instituted or is pending, or, to the knowledge of Seller's Intellectual Property
Law Group, has been threatened in writing which challenge the rights of Seller
or any Subsidiary in respect of the Licensed Intellectual Property, excluding
immaterial assertions of rights which have not been presented in the form of a
specific claim or demand, with respect to the operation of the Business by
Seller or the Subsidiaries as of the date hereof with respect to the Purchased


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                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>


Assets. To the knowledge of Seller's Intellectual Property Law Group, SCHEDULE
3.12(b) sets forth a list of all notices or claims received by and suits or
proceedings pending or, which have been threatened in writing against Seller,
which notices, claims, suits or proceedings assert infringement or
misappropriation of any intellectual property rights of a Third Party as a
result of any activities of Seller at the Premises, excluding immaterial
assertions of rights which have not been presented in the form of a specific
claim or demand, with respect to the operation of the Business by Seller or the
Subsidiaries as of the date hereof with respect to the Purchased Assets.

         (c) At the Closing, Seller or Lucent GRL will provide, by licenses to
Buyer and/or one or more of Buyer's Affiliates, in accordance with the
Intellectual Property Agreement, all of the Proprietary Information owned by
Seller or any of its Affiliates as of the Closing Date and which Seller or its
Affiliates has a right to license which is necessary for Buyer or its Affiliates
to manufacture, test, service and/or repair Lucent Products (as defined in the
Intellectual Property Agreement) or is used in or necessary to conduct the
Business as currently conducted by Seller. In the event this Section 3.12(c) is
breached because Seller has failed to license any such Proprietary Information,
such breach shall be deemed cured if Seller promptly licenses such Proprietary
Information and Buyer shall have no further remedy with respect thereto other
than with respect to losses that arise prior to such license. Notwithstanding
the foregoing, under no circumstances shall Seller be required to grant to Buyer
a license, right, or other permission to use the trademarks "Lucent," "Lucent
Technologies," "Bell Labs" or the Lucent Innovation Ring logo.

3.13     BROKERS

         Other than J.P. Morgan Securities Inc. and PricewaterhouseCoopers, the
fees and expenses of which will be paid by Seller, no broker, investment banker,
financial advisor or other Person is entitled to any broker's, finder's,
financial advisor's or other similar fee or commission in connection with the
transactions contemplated by this Agreement based upon arrangements made by or
on behalf of Seller or any Affiliate.

3.14     INVENTORY

         The Inventory as reflected in the Initial Balance Sheet (i) is stated
at book value, and (ii) is of quality and quantity usable or saleable in the
ordinary course of the Business, except for obsolete items and items of
below-standard quality that have been written down in the Initial Balance Sheet
to net realizable values.

3.15     FULL DISCLOSURE

         Neither this Agreement nor any document to be delivered by Seller nor
any certificate, report, statement or other document furnished by Seller
pursuant to the terms of this Agreement contains or will contain any untrue
statement of a material fact or omits or will omit to state a material fact
necessary to make the statements contained herein or therein not misleading.


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<PAGE>



3.16     PROJECTIONS

         Seller has delivered to Buyer the financial projections (which are
attached hereto as SCHEDULE 3.16) (the "Projections"). The Projections were
prepared by Seller for its internal use. Seller makes no representation or
warranty regarding the accuracy of the Projections or whether such projected
results may be achieved, but does represent and warrant to Buyer that the
Projections were prepared in good faith based on assumptions believed by Seller
to be reasonable based on Seller's current outlook for Seller's business for the
period of time covered by the Projections.

3.17     NO OTHER REPRESENTATIONS OR WARRANTIES

         Except for the representations and warranties contained in this Section
3, none of Seller, any Affiliate or any other Person makes any representations
or warranties, and Seller hereby disclaims any other representations or
warranties, whether made by Seller or any Affiliate, or any of their officers,
directors, employees, agents or representatives, with respect to the execution
and delivery of this Agreement or any Collateral Agreement, the transactions
contemplated hereby or the Business, notwithstanding the delivery or disclosure
to Purchaser or its representatives of any documentation or other information
with respect to any one or more of the foregoing. Notwithstanding anything to
the contrary herein, no representation or warranty contained in this Section 3
is intended to, or do, cover or otherwise pertain to any assets that are not
included in the Purchased Asset or any liabilities that are not included in the
Assumed Liabilities.

4.       REPRESENTATIONS AND WARRANTIES OF BUYER

         Buyer represents and warrants to Seller that:

4.1      ORGANIZATION AND QUALIFICATION

         Buyer is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware, and Buyer has all requisite
corporate power and authority to carry on its business as currently conducted
and to own or lease and operate its properties. Buyer is duly qualified to do
business and is in good standing as a foreign corporation (in any jurisdiction
that recognizes such concept) in each jurisdiction where the ownership or
operation of its assets or the conduct of its business requires such
qualification, except for failures to be so qualified or in good standing, as
the case may be, that, individually or in the aggregate, could not reasonably be
expected to have a material adverse effect on Buyer's business taken as a whole.

4.2      AUTHORIZATION; BINDING EFFECT

         (a) Buyer has all requisite corporate power and authority to execute
and deliver this Agreement and the Collateral Agreements to which it shall be a
party and to effect the transactions contemplated hereby and thereby and has
duly authorized the execution, delivery and performance of this Agreement and
the Collateral Agreements to which it shall be a party by all requisite
corporate action.


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                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>



         (b) This Agreement has been duly executed and delivered by Buyer and
this Agreement is, and the Collateral Agreements when duly executed and
delivered by Buyer will be, valid and legally binding obligations of Buyer,
enforceable against it in accordance with their terms, except to the extent that
enforcement of the rights and remedies created hereby and thereby may be
affected by bankruptcy, reorganization, moratorium, insolvency and similar Laws
of general application affecting the rights and remedies of creditors and by
general equity principles.

4.3      NO VIOLATIONS

         (a) The execution, delivery and performance of this Agreement and the
Collateral Agreements by Buyer and the consummation of the transactions
contemplated hereby and thereby do not and will not (i) result in a breach or
violation of any provision of Buyer's charter or by-laws, (ii) violate or result
in a breach of or constitute an occurrence of default under any provision of,
result in the acceleration or cancellation of any obligation under, or give rise
to a right by any party to terminate or amend its obligations under, any
material mortgage, deed of trust, conveyance to secure debt, note, loan,
indenture, lien, lease, license, agreement, instrument, order, judgment, decree
or other material arrangement or commitment to which Buyer is a party or by
which it or its assets or properties are bound, or (iii) violate any material
order, judgment, decree, rule or regulation of any court or any Governmental
Body having jurisdiction over Buyer or any of its properties.

         (b) Except as set forth on SCHEDULE 4.3(b), no consent, approval,
order or authorization of, or registration, declaration or filing with, any
Person is required to be obtained by Buyer in connection with the execution and
delivery of this Agreement and the Collateral Agreements or the consummation of
the transactions contemplated hereby or thereby other than (i) any filings
required to be made under the HSR Act and any applicable filings required under
foreign antitrust Laws, and (ii) such consents, approvals, orders,
authorizations, registrations, declarations or filings where failure of
compliance would not, individually or in the aggregate, could not reasonably be
expected to have a material adverse effect on Buyer's ability to consummate the
transactions contemplated hereby.

4.4      BROKERS

         No broker, investment banker, financial advisor or other Person is
entitled to any broker's, finder's, financial advisor's or other similar fee or
commission in connection with the transactions contemplated by this Agreement
based on arrangements made by or on behalf of Buyer or an Affiliate.

4.5      NO OTHER SELLER REPRESENTATIONS AND WARRANTIES

         (a) With respect to the Purchased Assets, the Business, or any other
rights or obligations to be transferred hereunder or under the Collateral
Agreements or pursuant hereto or thereto, Buyer has not been induced by and has
not relied upon any representations, warranties or statements, whether express
or implied, made by Seller, any Affiliate, or any agent, employee, attorney or
other representative of Seller or by any Person representing or purporting to
represent Seller that are not expressly set forth in this Agreement or in the


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                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>



Collateral Agreements (including the Schedules and Exhibits hereto and thereto),
whether or not any such representations, warranties or statements were made in
writing or orally.

         (b) Buyer acknowledges that it has made its own assessment of the
future of the Business and is sufficiently experienced to make an informed
judgment with respect thereto; provided that this shall not be construed in any
way to mitigate or otherwise affect the representations and warranties made by
Seller hereunder or under the Collateral Agreements or pursuant hereto or
thereto, all of which shall continue to survive in full force and effect for the
benefit of Buyer in accordance with the terms hereof and thereof. Buyer further
acknowledges that, except as expressly set out in Section 3.16, neither Seller
nor any Affiliate has made any warranty, express or implied, as to the future of
the Business or its profitability for Buyer, or with respect to any forecasts,
projections or business plans prepared by or on behalf of Seller and delivered
to Buyer in connection with the Business and the negotiation and the execution
of this Agreement.

         (c) To the extent reasonably apparent from its context, disclosure by
Seller on any one Schedule delivered pursuant to this Agreement following the
date hereof and until the Closing Date in accordance with Section 5.12, shall be
disclosure as to all such Schedules and, to the extent such disclosure conflicts
with any representation, warranty or covenant of Seller, Seller shall have no
liability for breach of any such representation, warranty or covenant relating
to such conflicts; provided, in the event that any Schedule delivered pursuant
to this Agreement is modified, Seller shall use reasonable efforts to provide
Buyer with such modified Schedule in a reasonably timely manner and in any event
Seller shall provide Buyer with such modified Schedules no later than the fifth
Business Day prior to the Closing Date.

4.6      SUFFICIENCY OF FUNDS

         Buyer (i) has funds available to pay the Purchase Price and any
expenses incurred by Buyer in connection with the transactions contemplated by
this Agreement; (ii) has the resources and capabilities (financial or otherwise)
to perform hereunder and under the Collateral Agreements; and (iii) has not
incurred any obligation, commitment, restriction or liability of any kind,
absolute or contingent, present or future, which would impair or adversely
affect such resources and capabilities.

5.       CERTAIN COVENANTS

5.1      ACCESS AND INFORMATION

         (a) Seller will give, and cause its Affiliates to give, to Buyer and
to its officers, employees, accountants, counsel, environmental consultants and
other representatives reasonable access during Seller's or the applicable
Affiliate's normal business hours throughout the period prior to the Closing to
all of Seller's or the applicable Affiliate's properties, books, contracts,
commitments, reports of examination and records (excluding confidential portions
of personnel records) directly relating to the Business or the Purchased Assets
(but excluding the Excluded Assets and Excluded Liabilities (other than those
relating to environmental or occupational health and safety matters) and subject
to any limitations


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                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>



that are reasonably required to preserve any applicable attorney-client
privilege or Third-Party confidentiality obligation). Seller shall assist, and
cause its Affiliates to assist, Buyer in making such investigation and shall
cause its counsel, accountants, engineers, consultants and other non-employee
representatives to be reasonably available to Buyer for such purposes; it BEING
UNDERSTOOD that Buyer shall reimburse Seller or the applicable Affiliate
promptly for reasonable and necessary out of pocket expenses incurred by Seller
or any Affiliate in complying with any such request by or on behalf of Buyer. In
accordance with and subject to the foregoing, Seller shall permit environmental
consultants retained by Buyer to conduct reasonable environmental studies of the
Premises. In accordance with and subject to the foregoing, Seller shall permit
environmental consultants retained by Buyer to conduct environmental studies of
the Premises that are recommended by such consultants (including reasonable
intrusive environmental investigations where so recommended) on a basis that
does not interfere unreasonably with the ongoing operations of the Business.
Seller shall have the right to review Buyer's plans for environmental
studies/investigations and shall provide prompt comments. Buyer shall provide
Seller with a copy of any report(s) resulting from Buyer's environmental
studies/investigations which shall be subject to the same confidentiality
obligations as the Reports are in Section 5.10. Seller shall not be bound by any
conclusions or recommendations or findings of Buyer's consultants'
studies/investigations but such shall constitute non-exclusive evidence of the
information, findings, conclusions and recommendations therein. When Buyer's
studies/investigations are completed, Buyer shall at its expense reasonably
restore the Premises to a state not materially worse than its previous
condition.

         (b) After the Closing Date, Seller and Buyer will provide, and will
cause their respective Affiliates to provide, to each other and to their
respective officers, employees, counsel and other representatives, upon request
(subject to any limitations that are reasonably required to preserve any
applicable attorney-client privilege or Third-Party confidentiality obligation),
reasonable access for inspection and copying of all Business Records,
Governmental Permits, Licenses, Contracts and any other information existing as
of the Closing Date and relating to the Business or the Purchased Assets, and
will make their respective personnel reasonably available for interviews,
depositions and testimony in any legal matter concerning transactions,
operations or activities relating to the Business or the Purchased Assets, and
as otherwise may be necessary or desirable to enable the party requesting such
assistance to: (i) comply with reporting, filing or other requirements imposed
by any foreign, local, state or federal court, agency or regulatory body; (ii)
assert or defend any claims or allegations in any litigation or arbitration or
in any administrative or legal proceeding other than claims or allegations that
one party to this Agreement has asserted against the other; or (iii) subject to
clause (ii) above, perform its obligations under this Agreement. The party
requesting such information or assistance shall reimburse the other party for
all reasonable out-of-pocket costs and expenses incurred by such party in
providing such information and in rendering such assistance. The access to
files, books and records contemplated by this Section 5.1(b) shall be during
normal business hours and upon not less than two (2) Business Days' prior
written request by or on behalf of Buyer and shall be subject to such reasonable
limitations as the party having custody or control thereof may impose to
preserve the confidentiality of information contained therein.


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                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>


         (c) Buyer agrees to preserve all Business Records, Licenses and
Governmental Permits relating to the period ending on the Closing Date and to
the extent transferred to Buyer for at least seven (7) years after the Closing
Date. After this seven-year period and at least ninety (90) days prior to the
planned destruction of any Business Records, Licenses or Governmental Permits,
Buyer shall notify Seller in writing and shall make available to Seller, upon
its request, such Business Records, Licenses and Governmental Permits. Buyer
further agrees that, to the extent Business Records, Licenses or Governmental
Permits are placed in storage, they will be indexed in such a manner as to make
individual document retrieval possible in an expeditious manner as is reasonably
practicable under the circumstances.

5.2      CONDUCT OF BUSINESS

         From and after the date of this Agreement and until the Closing Date,
except as set forth on SCHEDULE 5.2 or as otherwise contemplated by this
Agreement or the Schedules hereto or as Buyer shall otherwise consent to in
writing, Seller, with respect to the Business:

         (a)      will carry on the Business in the ordinary course consistent
                  with past practice;

         (b)      will not permit, other than in the ordinary course of business
                  consistent with past practice or as may be required by Law or
                  a Governmental Body, all or any of the Purchased Assets (real
                  or personal, tangible or intangible) presently and actively
                  used in the operation of the Business to be sold, licensed or
                  subjected to any Encumbrance (other than a Permitted
                  Encumbrance granted in the ordinary course of business);

         (c)      will not acquire, sell, lease, license, transfer or dispose of
                  any asset that would otherwise be a Purchased Asset except in
                  the ordinary course of business consistent with past practice;

         (d)      will not terminate or materially extend or materially modify
                  any Material Contract except in the ordinary course of
                  business consistent with past practice; provided however that
                  Seller shall provide written notice to Buyer prior to or
                  promptly following any such termination, extension or
                  modification;

         (e)      will not do any other act which would cause any representation
                  or warranty of Seller in this Agreement to be or become untrue
                  in any material respect or intentionally omit to take any
                  action necessary to prevent any such representation or
                  warranty from being untrue in any material respect at such
                  time; or

         (f)      will not enter into any agreement or commitment with respect
                  to any of the foregoing.


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5.3      TAX REPORTING AND ALLOCATION OF CONSIDERATION

         (a) Seller and Buyer acknowledge and agree that (i) Seller will be
responsible for and will perform all Tax withholding, payment and reporting
duties with respect to any wages and other compensation paid by Seller to any
Business Employee in connection with operating the Business prior to or on the
Closing Date, and (ii) Buyer will be responsible for and will perform all Tax
withholding, payment and reporting duties with respect to any wages and other
compensation paid by Buyer to any Transferred Employee in connection with
operating the Business after the Closing Date.

         (b) Seller and Buyer recognize their mutual obligations pursuant to
Section 1060 of the Code to timely file IRS Form 8594 (the "ASSET ACQUISITION
STATEMENT") with each of their respective federal income tax returns.
Accordingly, Seller and Buyer shall, no later than thirty (30) days after the
Purchase Price adjustment pursuant to Section 2.3(b)(iii), if any, has been
agreed upon, attempt in good faith to (i) enter into a Purchase Price allocation
agreement providing for the allocation of the Purchase Price among the Purchased
Assets consistent with the provisions of Section 1060 of the Code and the
Treasury Regulations thereunder and (ii) cooperate in the preparation of the
Asset Acquisition Statement in accordance with clause (i) of this paragraph for
timely filing with each of their respective federal income tax returns. If
Seller and Buyer shall have agreed on a Purchase Price allocation and an Asset
Acquisition Statement, Seller and Buyer shall file the Asset Acquisition
Statement in the form so agreed and neither Seller nor Buyer shall take a Tax
position which inconsistent with such Purchase Price allocation.

5.4      BUSINESS EMPLOYEES

         (a) Buyer shall make offers of employment to all Business Employees
listed on Schedule 5.4 on the Closing Date, or such later date within six (6)
months of the Closing Date (except to the extent required by Law) on which those
individuals absent due to vacation, holiday, illness, leave of absence or
disability present themselves for full-time employment with Buyer. The Business
Employees listed on Schedule 3.8(a) who accept such offers of employment shall
be referred to as "Initially Transferred Employees". Other employees of Seller
employed in the Business shall be made available by Seller to Buyer after the
Closing Date in accordance with the terms of the Business Services Agreement and
may be hired by the Buyer in its discretion upon the termination of the Business
Services Agreement. Any such employee hired by Buyer shall be referred to as a
"Subsequently Transferred Employee", and Initially Transferred Employees and
Subsequently Transferred Employees shall be referred to as "Transferred
Employees". The date on which a Transferred Employee's employment with Buyer is
effective shall be the "Transfer Date".

         (b) Buyer shall provide for a total compensation package of salary,
bonus opportunity and benefits (on an aggregate basis) to each Transferred
Employee which is substantially similar to that offered by Buyer to similarly
situated employees of Buyer, excepting only those Transferred Represented
Employees whose terms and conditions of employment may be governed by a
collective bargaining agreement negotiated between Buyer and the Union on or
before the commencement of their employment. Employment by Buyer of the
Transferred Represented Employees following their respective Transfer Dates
shall be on


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<PAGE>



terms and conditions consistent with the collective bargaining agreements
entered into by Buyer and the Union, with such changes in such terms and
conditions as agreed to by such parties. Buyer's 401(k) plan, severance plan,
active medical, retiree medical (except for Transferred Employees who are
eligible for benefits under Seller's retiree medical plan as of their respective
Transfer Dates), dental, long term disability and life insurance programs, and
paid time off policy shall recognize for each Transferred Employee who is a
Non-Represented Employee, and Buyer's 401(k) plan, long term disability program,
and paid time off policy shall recognize for each Transferred Employee who is a
Represented Employee, all service with Seller, including service with
predecessor employers that was recognized by Seller and any prior unbridged
service with Seller, for purposes of determining eligibility to participate,
vesting, pre-existing condition elimination period, and for any schedule of
benefits based on service. Buyer will continue to provide relocation assistance
to those Transferred Employees receiving it as of their respective Transfer
Dates and tuition assistance to those Transferred Employees who are receiving
such benefits as of their respective Transfer Dates for the current academic
session, excepting only those Transferred Represented Employees whose
entitlement to such tuition or relocation assistance may have been altered or
eliminated by a collective bargaining agreement negotiated between Buyer and the
Union on or before the commencement of their employment. Buyer's medical and
dental program shall recognize for each Transferred Employee, for purposes of
satisfying any deductibles during the coverage period that includes his or her
Transfer Date, any payment made by any such employee towards deductibles in any
medical or dental program of Seller to the extent permitted by the insurance
companies providing such benefits. Buyer shall use commercially reasonable
efforts to cause the insurance companies providing such benefits to recognize
such payments.

         (c) Employment with Buyer of Initially Transferred Employees shall be
effective as of the Business Day following the close of business on the Closing
Date, except that the employment of (i) individuals receiving disability
benefits or on approved leave of absence on the Closing Date will become
effective as of the date they present themselves for full-time employment with
Buyer within six (6) months of the Closing Date, and (ii) individuals who are in
the process of applying for visas will become effective as of the date that
their visas are transferred to Buyer and in the interim will continue to be
employed by Seller and made available pursuant to the Business Services
Agreement to Buyer who shall reimburse Seller for all direct costs of such
employment.

         (d) Buyer agrees that its health and welfare plans (other than its
long term disability plans) shall waive any pre-existing condition exclusion (to
the extent such exclusion was waived under applicable health and welfare plans
offered to the Transferred Employees by Seller and to the extent permitted by
the insurance companies providing such benefits to Buyer's employees) and any
proof of insurability. (to the extent permitted by the insurance companies
providing such benefits to Buyer's employees).

         (e) For a period of six (6) months following the Closing Date, Buyer
shall use reasonable commercial efforts to avoid modifying the current task
assignments of the Transferred Employees if such reassignments would have a
material adverse impact on the


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<PAGE>



continuity of the operation of the Business or on the fulfillment of Buyer's
obligations under this Agreement or the Supply Agreement.

         (f) The parties acknowledge that certain Transferred Non-Represented
Employees who are employed by Buyer for the period ending six months after the
Closing Date will be entitled to payments in accordance with retention
agreements entered into with them by Seller. Such payments shall be made
promptly by Buyer to the extent funded by Seller, and the parties shall
cooperate in exchanging information necessary to determine eligibility for and
the amount of such payments.

         (g) Prior to the Closing Date, Seller will provide Buyer with a
schedule indicating the expected accrued but unused vacation as of the Closing
Date (but not in excess of 40 hours) for each Initially Transferred Employee.
Promptly after the Closing Date, Seller shall update such schedule as of the
Closing Date. On or before the Transfer Date for each Subsequently Transferred
Employee who is a Non-Represented Employee, Seller shall provide Buyer with the
same information with respect to such Subsequently Transferred Employee. Buyer
shall credit each Transferred Non-Represented Employee with the accrued but
unused vacation time reflected on such updated schedule, and any accrued but
unused vacation in excess of 40 hours shall be paid by Seller. With respect to
accrued but unused vacation for each Transferred Represented Employee, accrued
but unused vacation as of the Closing Date shall be treated by Buyer in
accordance with the collective bargaining agreements entered into by Buyer and
the Union, with such changes in such agreements as agreed to by such parties
and, to the extent not assumed by Buyer, such accrued but unused vacation shall
be paid by Seller. On the relevant Transfer Date for a Subsequently Transferred
Employee, Seller shall reimburse Buyer for any accrued but unused vacation of
such Subsequently Transferred Employee as of his or her Transfer Date,
calculated in accordance with the foregoing provisions of this Section 5.4(g),
and the amount owed to such Subsequently Transferred Employees in respect of
such accrued but unused vacation shall be assumed by Buyer.

         (h) Seller shall provide "continuation coverage" to any "qualified
beneficiary" who is covered by a "group health plan" sponsored, maintained or
contributed to by Seller and who has experienced a "qualifying event" or is
receiving "continuation coverage". All terms shall be defined in accordance with
Code Section 4980B and ERISA Section 601 et seq.

5.5      COLLATERAL AGREEMENTS; LEASED EQUIPMENT

         (a) On or prior to the Closing Date, Buyer and/or its Affiliates, as
applicable, shall execute and deliver to Seller, and Seller and/or its
Affiliates, as applicable, shall execute and deliver to Buyer the Collateral
Agreements.

         (b) On or prior to the Closing Date, Seller shall provide Buyer with
the costs and other terms applicable to the leases of furniture, office
equipment and Leased Equipment and Buyer shall decide whether and to what extent
such furniture, office equipment and Leased Equipment will (i) (x) transfer to
Buyer as of the Closing Date by Buyer assuming the leases for such furniture
and/or equipment in which case such lease agreements shall be deemed Contracts
hereunder, or (y) be acquired by Buyer as of the Closing Date by Buyer paying
for the costs of purchasing such furniture and/or equipment pursuant to the
leases (the


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                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>


"Purchased Leased Equipment"), or (ii) remain the property of Seller as of the
Closing Date (the "Excluded Leased Equipment").

5.6      REGULATORY COMPLIANCE

         Buyer and Seller shall cooperate, and shall cause their respective
Affiliates to cooperate, with the other in making filings under the HSR Act and
any applicable filings required under foreign antitrust Laws, and each party
shall use its reasonable commercial efforts to resolve such objections, if any,
as the Antitrust Division of the Department of Justice or the Federal Trade
Commission or state antitrust enforcement or other Governmental Body may assert
under the antitrust Laws with respect to the transactions contemplated hereby.
In the event an action is instituted by any Person challenging the transactions
contemplated hereby as violative of the antitrust Laws, Buyer and Seller shall
use, and shall cause their respective Subsidiaries to use, their respective
reasonable commercial efforts to resist or resolve such action.

5.7      CONTACTS WITH SUPPLIERS, EMPLOYEES AND CUSTOMERS

         Without the prior written consent of Seller, which may be withheld for
any reason or no reason, Buyer agrees it will not contact any suppliers to, or
customers of, the Business or any Business Employees in connection with or
pertaining to any subject of this Agreement.

5.8      NO NEGOTIATION OR SOLICITATION

         Prior to the Closing Date, Seller and its Affiliates will not (and
Seller will cause each of its employees, officers and agents not to) (a)
solicit, initiate, entertain or encourage the submission of any proposal or
offer from any Person, other than Buyer, relating to the direct or indirect
acquisition of the Business or all or any portion of the Purchased Assets (other
than in the ordinary course of business), or (b) participate in any discussions
or negotiations regarding, furnish any information with respect to, assist or
participate in, or facilitate in any other manner any effort or attempt by any
Person to do or seek any of the foregoing. Seller will notify Buyer if any
Person makes any proposal, offer, inquiry or contact with respect to any of the
foregoing.

5.9      USE OF LUCENT'S NAME

         (a)      Buyer and Seller agree as follows:

                  (i)      Within three (3) months after the Closing Date, Buyer
                           shall, remove "Lucent," "Lucent Technologies" or
                           other similar mark and any other trademark, design or
                           logo previously or currently used by Seller or any of
                           its Affiliates (the "SELLER MARK") that is not part
                           of the Licensed Intellectual Property from all
                           buildings, signs and vehicles of the Business;

                  (ii)     Immediately after the Closing Date, Buyer shall cease
                           using Seller Marks that are not part of the Licensed
                           Intellectual Property in all


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<PAGE>




                            invoices, letterhead, advertising and promotional
                            materials, office forms or business cards;

             (iii)          Within three (3) months after the Closing Date,
                            Buyer shall cease using Seller Marks that are not
                            part of the Licensed Intellectual Property in
                            electronic databases, web sites, product
                            instructions, packaging (except as provided below)
                            and other materials, printed or otherwise (all such
                            materials, together with buildings, signs and
                            vehicles of the Business described in clauses (i)
                            and (ii) above, "MARKED ASSETS"). Notwithstanding
                            the foregoing, Buyer shall not be restricted in
                            using any packaging materials that are in inventory
                            as of the Closing Date;

             (iv)           Buyer shall not be  required  at any time to remove
                            any previously authorized use of Seller Marks that
                            are not part of the Licensed Intellectual Property
                            from inventory of the Business that is in existence
                            as of the Closing Date ("EXISTING INVENTORY"), nor
                            shall Buyer be required at any time to remove such
                            Seller Marks from schematics, plans, manuals,
                            drawings, machinery, tooling including hand tools,
                            and the like of the Business in existence as of the
                            Closing Date to the extent that such
                            instrumentalities are used in the ordinary internal
                            conduct of the Business and are not generally
                            observed by the public or are intended for use as
                            means to effectuate or enhance sales (such items,
                            "MARKED INSTRUMENTALITIES"). Buyer shall use
                            Reasonable Efforts to remove Seller Marks that are
                            not part of the Licensed Intellectual Property from
                            those assets of the Business that are not Marked
                            Instrumentalities or Existing Inventory, including
                            those assets (such as, but not limited to, tools,
                            molds, and machines) used in association with the
                            manufacture of the products of the Business or
                            otherwise reasonably used in the conduct of the
                            Business after the Closing Date (such assets, "OTHER
                            MARKED ASSETS"). For the purposes of this Section
                            5.9, "REASONABLE EFFORTS" means Buyer shall remove
                            Seller Name from such Other Marked Assets but only
                            at such time when such asset is not operated or
                            otherwise is taken out of service in the normal
                            course of business due to regular maintenance or
                            repair (but only for such repairs or maintenance
                            where such removal could normally be undertaken, for
                            example, repair or maintenance of a mold cavity)
                            whichever occurs first; PROVIDED that, in no event
                            shall Buyer use Seller Name after the date which is
                            six (6) months from the Closing Date. Buyer shall
                            not be required to perform such removal on such
                            Other Marked Assets that are not or no longer used
                            to manufacture the products of the Business or other
                            parts, or if discontinuance of use of such Other
                            Marked Assets is reasonably anticipated during such
                            time period; provided, such Other Marked Assets are
                            not sold or otherwise transferred to a Third Party
                            absent Lucent's prior written approval.


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<PAGE>



             (v)            Seller hereby grants to Buyer a limited right to
                            use Seller Marks with regard to the Marked Assets,
                            Existing Inventory, Other Marked Assets and Marked
                            Instrumentalities during the periods, if any,
                            specified in clauses (i) - (iv) above.

             (vi)           Buyer acknowledges and agrees that Lucent is the
                            owner of Seller Marks and all goodwill attached
                            thereto. This Agreement does not give Buyer any
                            interest in Seller Marks except the right to use
                            Seller Marks in accordance with this Agreement, the
                            Intellectual Property Agreement and the Supply
                            Agreement. Buyer agrees not to attempt to register
                            Seller Marks nor to register anywhere in the world a
                            mark same as or confusingly similar to Seller Marks.

         (b) In no event shall Buyer or any Affiliate of Buyer advertise or hold
itself out as Lucent or an Affiliate of Lucent after the Closing Date.

5.10     ENVIRONMENTAL

         (a)      At the time of Closing, Seller will ensure that no Hazardous
                  Substances that are waste are located on the Premises or that
                  arrangements satisfactory to Buyer, acting reasonably, are in
                  place to promptly dispose thereof.

         (b)      Seller authorizes Buyer to contact any of Buyer's consultants
                  and to obtain from such consultants any reliance letters which
                  any of such consultants are prepared to provide. With respect
                  to all other environmental reports prepared for Seller's
                  consultants, Seller conveys and provides to Buyer the same
                  assurances of reliance that it received from the authors of
                  such reports.

         (c)
                  (i)       Seller acknowledges that the documents listed in
                            Schedule 3.10 are non-exclusive evidence of
                            pre-Closing presence or releases, spills, emissions,
                            discharges, leaks, disposals, leaching or migration
                            into the indoor or outdoor environment of Hazardous
                            Substances by Lucent and consequently such Hazardous
                            Substances as are referred to therein ("the Lucent
                            Identified Hazardous Substances") are Hazardous
                            Substances to which this Section 5.10 and Section
                            9.3(b) apply.

                  (ii)      Seller at its sole cost, shall promptly take all
                            action required by Environmental Law to investigate,
                            remediate or otherwise resolve issues related to the
                            Lucent Identified Hazardous Substances and will
                            retain all liability for and the responsibility to
                            address the Lucent Identified Hazardous Substances
                            to the extent such are not so investigated,
                            remediated or resolved from time to time. All action
                            of Seller shall be conducted in a manner complying
                            with Environmental Law and other relevant Laws and
                            requirements of Governmental Bodies, which shall
                            include without limitation minimizing interference
                            (to the extent practicable) with activities of Buyer
                            and others on the


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                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>



                            Columbus Premises, using reasonably competent
                            personnel as selected by Seller to accomplish such
                            objectives and restoring the Columbus Premises to
                            its previous condition. Without limitation of the
                            foregoing Seller shall use all reasonable efforts to
                            obtain a Covenant Not to Sue ("CNS") from the Ohio
                            Environmental Protection Agency ("Ohio EPA") under
                            the Ohio Voluntary Action Program set forth at Ohio
                            Revised Code Chapter 3746 and Ohio Administrative
                            Code Chapter 3745-300, as amended from time to time.
                            The CNS shall apply to the entire Columbus Premises
                            and contain terms and conditions that are acceptable
                            to Buyer. The application for such CNS is to be
                            submitted by December 31, 2002 or as soon as
                            reasonably practicable thereafter. To the extent
                            engineered or institutional controls may be
                            considered necessary by Seller to achieve the CNS,
                            Buyer must consent to same but such consent shall
                            not be unreasonably withheld. Use restrictions shall
                            only be imposed on those portions of the Columbus
                            Premises where a CNS cannot be obtained without such
                            restrictions and, in no event, shall any use
                            restriction on all or any portion of the Columbus
                            Premises be other than a commercial use unless
                            circumstances reasonably require otherwise. Seller
                            shall bear the cost of maintaining any engineering
                            and institutional controls. Seller will at all times
                            keep Buyer fully informed as to progress of the
                            remediation and Seller shall consult with Buyer with
                            respect to key decisions.

             (iii)          After Closing, Seller shall be entitled to a
                            reasonable opportunity, including reasonable
                            discovery from Buyer, to gather and to examine
                            evidence as to whether an environmental, health or
                            safety condition identified at the Premises is
                            attributable to the pre-Closing period.

             (iv)           In conjunction  with, but without  limitation  by,
                            Section 5.1 of this Agreement, Buyer intends to, and
                            Seller hereby agrees that Buyer may, engage Golder
                            Associates Ltd. (the "Consultant") to perform an
                            environmental investigation (the "Investigation")
                            in, on, under and, to the extent reasonably
                            practicable, about the Columbus Premises with a view
                            to discovering and recording both (A) the conditions
                            on the Closing Date relevant to occupational health
                            and safety and (B) the environmental condition on
                            the Closing Date of the Columbus Premises and the
                            business operations conducted thereon and of other
                            lands to the extent affected by activities conducted
                            on or in connection with the Columbus Premises
                            (including, without limitation, the presence or
                            release of Hazardous Substances). The Investigation
                            will rely on previous work by Seller and Seller's
                            consultants to the extent considered reasonable by
                            Consultant. Seller shall make available to the
                            Consultant all information in its possession or
                            under the control (or which with reasonable efforts
                            could be in the possession or under the control) of
                            the Seller and any of its Affiliates relevant to the
                            Investigation. Seller and Buyer and their Affiliates
                            will use


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<PAGE>



                            commercially reasonable efforts to cooperate with
                            Consultant in connection with the conduct of the
                            Investigation, including, without limitation, making
                            their personnel reasonably available to the
                            Consultant and its agents and representatives. The
                            Investigation will include the conduct of a Phase I
                            Environmental Site Assessment complying with ASTM
                            Standard E1527-00, enhanced to address asbestos and
                            asbestos containing materials, lead-based paint,
                            wetlands issues and any other items deemed
                            appropriate by Consultant, and a Phase II
                            Environmental Site Assessment designed to address,
                            confirm and delineate all potential environmental
                            conditions identified in the said Phase I
                            Environmental Site Assessment, including without
                            limitation, the following:

                                 (I)      the existence of Hazardous
                                          Substances on the Columbus Premises
                                          from the Columbus Drum Works, the
                                          Bedford Landfill or other off-site
                                          sources;

                                 (II)     the existence of Hazardous Substances
                                          under or near the structures on the
                                          Columbus Premises;

                                 (III)    the presence of Legionella bacteria
                                          on the Columbus Premises;

                                 (IV)     the presence and condition of
                                          asbestos-containing materials on the
                                          Columbus Premises;

                                 (V)      investigation of the presence and
                                          condition of lead-based paint on the
                                          Columbus Premises; and

                                 (VI)     air quality testing regarding mold
                                          and asbestos fibres and other
                                          Hazardous Substances in the air in the
                                          structures on the Columbus Premises.

             (v)            The Investigation will continue following the date
                            hereof with the intent of completing the
                            Investigation within three months from the date
                            hereof. Seller and Buyer acknowledge that the
                            completion of the Investigation shall most likely
                            occur following the Closing Date and that the
                            completion of the Investigation shall not be a
                            condition to the Closing.

             (vi)           The reports to be produced recording matters
                            relevant to the Investigation, including the Phase I
                            and Phase II Environmental Site Assessments, (the
                            "Reports") shall, among other things, set out the
                            location, likely extent and concentration of each
                            Hazardous Substance discovered in, on, under, about
                            or from the Columbus Premises. The parties will have
                            an opportunity to review and comment on the draft
                            Reports upon their becoming available and before
                            being prepared by


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                          LUCENT TECHNOLOGIES/CELESTICA
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                            the Consultant in final form and Consultant shall by
                            instructed to consider and incorporate on a
                            reasonable basis all reasonable comments of the
                            parties. Seller shall keep the Reports confidential
                            except that Seller shall be entitled to provide
                            copies of the Reports on a confidential basis to
                            such Persons reasonably determined by Seller to
                            require such information to effectuate the
                            provisions of this Section 5.10 as is required by
                            applicable Law, by securities regulatory authorities
                            and stock exchanges or in connection with any
                            dispute relating hereto. Seller and Buyer agree that
                            the Reports shall constitute non-exclusive evidence
                            of the environmental and occupational safety and
                            health conditions of the Columbus Premises and
                            Seller's business operations at or around the time
                            of the Closing and such conditions, to the extent
                            described by the Consultant and not constituting
                            Lucent Disclosed Hazardous Substances are referred
                            to as the "Golder Described EH&S Conditions".

             (vii)          Buyer shall pay all fees of the Consultant in
                            connection with the Investigation, including the
                            preparation of and finalization of the Reports, and
                            Seller and Buyer shall each otherwise be responsible
                            for any costs such party incurs in connection
                            therewith.

             (viii)         Seller,  at its sole cost,  shall  promptly  take
                            all action required by Environmental Law to
                            investigate, remediate or otherwise resolve the
                            issues related to the Golder Described EH&S
                            Conditions (including, without limitation, the
                            presence or release of Hazardous Substances) and
                            will retain all liability for and the responsibility
                            to address the Golder Described Closing EHS
                            Conditions to the extent that the EHS Closing
                            Conditions are not so investigated, remediated or
                            resolved with from time to time. The parties
                            acknowledge that the fact that the Consultant
                            describes a matter as an environmental or health and
                            safety condition does not determine whether or not
                            such matter requires investigation, remediation or
                            other resolution under Environmental Law. All action
                            of Seller shall be conducted in a manner complying
                            with Environmental Law and other relevant Laws and
                            requirements of Governmental Bodies, which shall
                            include without limitation minimizing interference
                            (to the extent practicable) with activities of Buyer
                            and others on the Columbus Premises, using
                            reasonably competent personnel as selected by Seller
                            to accomplish such objectives and restoring the
                            Columbus Premises to its previous condition.

             (ix)           To the extent that a CNS is obtained through the use
                            of engineering and/or institutional controls
                            acceptable to Buyer and Hazardous Substances are
                            permitted to remain on the Columbus Premises, Seller
                            shall remain liable for and shall be responsible for
                            all future costs associated with maintaining the
                            engineering and institutional controls.


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             (x)            Buyer shall cooperate with Seller as necessary to
                            effectuate the provisions of this Section 5.10
                            (including without limitation furtherance of the
                            investigatory and remedial actions set forth above)
                            in accordance with the provisions of this Agreement
                            provided that all reasonable costs thereof shall be
                            for the account of and paid by Seller.

             (xi)           Seller will promptly and in a prudent manner
                            complying with Environmental Laws demolish, remove
                            and properly dispose of the former wastewater
                            treatment plant, the abandoned tanks formerly used
                            for caustics, solvents and acids, and the former
                            used fuel oil storage tanks and, thereafter, restore
                            all portions of the Premises affected by the
                            presence, demolition or removal of the said plant
                            and tanks to standards satisfactory to Buyer, acting
                            reasonably. Seller will proceed with the said
                            demolition, removal and restoration only after
                            reasonable notice to Buyer and only in accordance
                            with plans approved by Buyer acting reasonably.
                            Seller will indemnify and hold harmless Buyer and
                            all persons affiliated or associated with Buyer from
                            and against all Losses arising out of or in
                            connection with the said demolition, removal and
                            restoration.

5.11     SEC DISCLOSURE

         Each party acknowledges that the other party (or an Affiliate of such
other party) may, upon advice of its legal advisors, be required to file this
Agreement with the United States Securities and Exchange Commission ("SEC"). If
a party is required to so file, it shall (i) give notice to the other party of
such filing requirement together with a copy of its draft application to the SEC
requesting the redaction as far in advance of such filing requirement as is
reasonably practicable, and (ii) permit such other party's legal advisors to
participate in the redaction of this Agreement on a mutually agreeable basis
(with the understanding that each party shall include in its initial application
the preferred redactions being sought by the other party). Each party agrees
that it will (i) work in good faith to include all recommendations of the other
party in all subsequent response filings with the SEC and (ii) use all
commercially reasonable efforts to ensure that only such information is
disclosed as in necessary to meet the SEC requirements. Each party shall use
reasonable efforts to cause its legal counsel to act in a timely manner in order
to meet the other party's requirements to timely meet its filing obligations.

5.12     SCHEDULE UPDATES

         On and after the date hereof and until the fifth Business Day prior to
the Closing Date, Seller may (i) update SCHEDULES 1.1(d), 2.1(g), 2.1(i),
3.3(b), 3.8(a) and 3.8(b) (with respect to the first sentence only) (in each
case, only to reflect changes occurring in the ordinary course of business in
accordance with Section 5.2 and also, (a) in the case of SCHEDULE 1.1(d), only
to reflect the addition of Principal Equipment in the ordinary course of
business in accordance with Section 5.2 that is necessary but not material to
the conduct of the Business and (b) in the case of Schedule 3.8(a) to reflect
Business Employees who retire from employment with Seller or whose employment
will be involuntarily terminated by


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<PAGE>



Seller) and (ii) update any other Schedule attached to this Agreement in a
material manner with the consent of Buyer, such consent not to be unreasonably
withheld. On and after the date hereof and until the Business Day prior to the
Closing Date, the parties may modify Schedule 5.4 to reflect the Initially
Transferred Employees, if any, to whom Buyer will offer employment on the
Closing Date based solely on Buyer's assessment of its business needs. Seller
and Buyer shall work together, acting reasonably and in good faith, to agree on
any changes to Schedules effected pursuant to (ii) above, and to use their
reasonable efforts to ensure that Closing is not delayed as a result of changes
to Schedules pursuant to (ii) above.

5.13     ASSETS PUT

         (a) In the event that Buyer is unable to utilize to a reasonable extent
(being not less than 60% utilization) certain Principal Equipment, which shall
be identified on Schedule 1.1(d) as being subject to this Section 5.13(a), in
the Business on or before the first anniversary of the Closing Date or prior
thereto if it becomes apparent that such Principal Equipment cannot be utilized
to a reasonable extent as aforesaid as a result of low demand, termination or
suspension of a product line or otherwise, Buyer shall have the right to cause
Seller to purchase all or a portion of such Principal Equipment, upon providing
Seller with a notice identifying such Principal Equipment and the applicable
purchase price. The purchase price of such Principal Equipment shall be equal to
the purchase price paid by Buyer to Seller for the applicable Principal
Equipment at Closing. Seller shall pay the purchase price applicable to such
Principal Equipment no later than ten (10) Business Days following the receipt
of the aforementioned notice.

         (b) For a period of six (6) months following the Closing Date, Buyer
shall have an option to purchase from Seller certain Excluded Assets, which
shall be identified on Schedule 2.2(i) as being subject to this Section 5.13(b),
upon providing Seller with a notice identifying such Excluded Assets and the
applicable purchase price. Nothing herein contained shall be construed to
restrict the Buyer's ability to sell such Excluded Assets to a Third Party
provided that if Seller receives an offer from a Third Party to acquire any such
Excluded Assets, Seller shall notify Buyer and Buyer shall have five (5)
Business Days to provide Seller with a notice of its intention to purchase all
or a portion of such Excluded Assets. Buyer's option shall terminate in the
event that such Excluded Assets are lost, substantially damaged or destroyed.
The purchase price of such Excluded Assets shall be equal to the lesser of the
net book value of such Excluded Assets at the Closing Date and the price the
Third Party offered to pay for such Excluded Assets. Buyer shall pay the
purchase price applicable to such Excluded Assets no later than ten (10)
Business Days following the receipt by Seller of the relevant notice provided by
Buyer and upon delivery by Seller to Buyer of such Excluded Assets.

5.14     BUSINESS SERVICES AGREEMENT

         Prior to the Closing Date, Buyer and Seller shall use all reasonable
efforts acting in good faith to negotiate and settle a Business Services
Agreement on the terms and conditions set forth in the Business Services Term
Sheet attached hereto as Exhibit I.


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<PAGE>



6.       CONFIDENTIAL NATURE OF INFORMATION

6.1      CONFIDENTIALITY AGREEMENT

         Buyer agrees that the Confidentiality Agreement shall apply to (a) all
documents, materials and other information that it shall have obtained regarding
Seller or its Affiliates during the course of the negotiations leading to the
consummation of the transactions contemplated hereby (whether obtained before or
after the date of this Agreement), any investigations made in connection
therewith and the preparation of this Agreement and related documents and (b)
all analyses, reports, compilations, evaluations and other materials prepared by
Buyer or its counsel, accountants or financial advisors that contain or
otherwise reflect or are based upon, in whole or in part, any of the provided
information; PROVIDED, HOWEVER, that subject to Section 6.2(a), the
Confidentiality Agreement shall terminate as of the Closing and shall be of no
further force and effect thereafter with respect to information of Seller the
ownership of which is transferred to Buyer.

6.2      SELLER'S PROPRIETARY INFORMATION

         (a) Except as provided in Section 6.2(b) and 6.2(d), and except as
otherwise provided in the Intellectual Property Agreement or the Supply
Agreement, after the Closing and for a period of five (5) years following the
Closing Date, Buyer agrees that it will keep confidential all of Seller's and
its Affiliates' Proprietary Information that is received from, or made available
by, Seller in the course of the transactions contemplated hereby, including, for
purposes of this Section 6.2, information about Seller's and its Affiliates'
business plans and strategies, marketing ideas and concepts, especially with
respect to unannounced products and services, present and future product plans,
pricing, volume estimates, financial data, product enhancement information,
business plans, marketing plans, sales strategies, customer information
(including customers' applications and environments), market testing
information, development plans, specifications, customer requirements,
configurations, designs, plans, drawings, apparatus, sketches, software,
hardware, data, prototypes, connecting requirements or other technical and
business information, except for such Proprietary Information as is conveyed to
Buyer as part of the Purchased Assets.

         (b) Notwithstanding the foregoing, such Proprietary Information shall
not be deemed confidential and Buyer shall have no obligation with respect to
any such Proprietary Information that:

             (i)           at the time of disclosure was already known to Buyer
                           other than through this transaction, free of
                           restriction as evidenced by documentation in Buyer's
                           possession;

             (ii)          is or becomes publicly known through publication,
                           inspection of a product, or otherwise, and through no
                           negligence or other wrongful act of Buyer;

             (iii)         is received by Buyer from a Third Party without
                           similar restriction and without breach of any
                           agreement;


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<PAGE>



             (iv)          to the extent it is independently developed by Buyer;
                           or

             (v)           is, subject to Section 6.2(c), required to be
                           disclosed under applicable Law or judicial process.

         (c) If Buyer (or any of its Affiliates) is requested or required (by
oral question, interrogatory, request for information or documents, subpoena,
civil investigative demand or similar process) to disclose any of Seller's
Proprietary Information, Buyer will promptly notify Seller of such request or
requirement and will cooperate with Seller such that Seller may seek an
appropriate protective order or other appropriate remedy. If, in the absence of
a protective order or the receipt of a waiver hereunder, Buyer (or any of its
Affiliates) is in the written opinion of Buyer's counsel required to disclose
the Proprietary Information, Buyer (or its Affiliate) may disclose only so much
of the Proprietary Information to the party compelling disclosure as is required
by Law. Buyer will exercise its (and will cause its Affiliates to exercise
their) reasonable commercial efforts to obtain a protective order or other
reliable assurance that confidential treatment will be accorded to such
Proprietary Information.

         (d) Except to the extent that disclosure thereof is required under
accounting, stock exchange or Federal Securities Laws disclosure obligations,
the terms and conditions of this Agreement, and all attachments and amendments
hereto and thereto shall be considered Proprietary Information protected under
this Article 6. Notwithstanding anything in this Article 6 to the contrary, in
the event that any such Seller's Proprietary Information is also subject to a
limitation on disclosure or use contained in another written agreement between
Buyer and Seller (including but not limited to, the Intellectual Property
Agreement) that is more restrictive than the limitation contained in this
Article 6, then the limitation in such agreement shall supersede this Article 6.
Notwithstanding anything in this Article 6 to the contrary, Buyer shall be
permitted to disclose the terms and conditions of this Agreement, and all
attachments and amendments hereto and thereto, and copies thereof, to its
Affiliates and to its and their respective officers, directors and employees and
professional advisors, in each case, who have a need to know such information
for the purposes of discharging their duties to Buyer and its Affiliates, and to
its lenders and investment dealers where required to do so under binding
agreements with such Persons; provided, however, that Buyer shall require all
such Persons to maintain the confidentiality of any such information in
accordance with the terms hereof and Buyer shall remain responsible to Seller
for the actions of such parties with respect to such information.

7.       CLOSING

         At the Closing, the following transactions shall take place:

7.1      DELIVERIES BY SELLER

         On the Closing Date, Seller shall deliver to Buyer the following:

         (a)      the Collateral Agreements;


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<PAGE>



         (b)      all consents, waivers or approvals theretofore obtained by
                  Seller with respect to the sale of the Purchased Assets or the
                  consummation of the transactions contemplated by this
                  Agreement or the Collateral Agreements;

         (c)      an opinion or opinions of Counsel for Seller dated the Closing
                  Date with respect to the matters described in Sections 3.1,
                  3.2 and 3.3(a)(i) in a form and subject to such exceptions as
                  are customary for transactions similar to those contemplated
                  hereby, which form shall be reasonably acceptable to Buyer;

         (d)      a certificate of an appropriate officer of Seller, dated the
                  Closing Date, certifying to the best of his or her knowledge
                  the fulfillment of the conditions set forth in Sections 8.2(a)
                  and (b);

         (e)      to the extent required, updated Schedules revised in
                  accordance with Section 5.12 to reflect changes in the
                  operations or condition of the Business between the date
                  hereof and the Closing Date; and

         (f)      all such other bills of sale, assignments and other
                  instruments of assignment, transfer or conveyance as Buyer may
                  reasonably request or as may be otherwise necessary to
                  evidence and effect the sale, transfer, assignment, conveyance
                  and delivery of the Purchased Assets to Buyer and to put Buyer
                  in actual possession or control of the Purchased Assets.

7.2      DELIVERIES BY BUYER

         On the Closing Date, Buyer shall deliver to Seller the following:

         (a)      the Purchase Price as provided in Section 2.3;

         (b)      the Collateral Agreements;

         (c)      an opinion or opinions of Counsel for Buyer, and any
                  Affiliates of Buyer, to the extent that such Affiliate is a
                  party to any of the Collateral Agreements, dated the Closing
                  Date with respect to the matters described in Sections 4.1,
                  4.2 and 4.3(a)(i) in a form and subject to such exceptions as
                  are customary for transactions similar to those contemplated
                  hereby, which form shall be reasonably acceptable to Seller;

         (d)      a certificate of an appropriate officer of Buyer, dated the
                  Closing Date, certifying to the best of his or her knowledge
                  the fulfillment of the conditions set forth in Sections 8.3(a)
                  and (b);

         (e)      all such other documents and instruments as Seller may
                  reasonably request or as may be otherwise necessary or
                  desirable to evidence and effect the assumption by Buyer of
                  the Assumed Liabilities; and


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<PAGE>




         (f) evidence of the obtaining of or the filing with respect to, any
             required approvals set forth on SCHEDULE 4.3(b).

7.3      CLOSING DATE

         The Closing shall take place on the Closing Date at the offices of
Seller, 600 Mountain Avenue, Murray Hill, New Jersey 07974, at 10:00 a.m. local
time within five (5) Business Days following the date on which the last of the
conditions specified in Article 8 to be satisfied or waived has been satisfied
or waived, or at such other place or time or on such other date as Seller and
Buyer may agree upon in writing (such date and time being referred to herein as
the "Closing Date").

7.4      CONTEMPORANEOUS EFFECTIVENESS

         All acts and deliveries prescribed by this Article 7, regardless of
chronological sequence, will be deemed to occur contemporaneously and
simultaneously on the occurrence of the last act or delivery required by this
Article, and none of such acts or deliveries will be effective until the last of
the same has occurred.

7.5      RISK OF LOSS FOR PURCHASED ASSETS

         From the date hereof to the Effective Time on the Closing Date, the
Purchased Assets shall be and remain at the risk of Seller. If prior to the
Effective Time on the Closing Date, any of such Purchased Assets are destroyed
or damaged by fire or any other casualty or shall be appropriated, expropriated
or seized by Governmental Body or other lawful authority, Buyer shall not be
required to complete the purchase of such Purchased Asset and shall not be
required to pay to Seller the portion of the Purchase Price attributed to such
Purchased Asset. In the event that the relevant Purchased Asset has not been
destroyed or appropriated, expropriated or seized but merely damaged and Buyer
elects to complete the purchase of such asset, the Purchase Price shall be
reduced by an amount mutually agreed by the parties or, if mutually agreed to by
the parties, Buyer shall pay the full Purchase Price therefor and any proceeds
of insurance net of all proven expenses incurred and paid by Seller to obtain
payment of such insurance proceeds, shall be paid to Buyer, if previously
received, or assigned to Buyer, in either case, as at the Effective Time on the
Closing Date.

8.       CONDITIONS PRECEDENT TO CLOSING

8.1      GENERAL CONDITIONS

         The respective obligations of Buyer and Seller to effect the Closing of
the transactions contemplated hereby are subject to the fulfillment, prior to or
at the Closing, of each of the following conditions:

         (a)      NO INJUNCTIONS. No order of any court or administrative agency
                  shall be in effect that enjoins, restrains, conditions or
                  prohibits consummation of this Agreement or the Collateral
                  Agreements.


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<PAGE>


         (b)      ANTITRUST LAWS. Any applicable waiting period under the HSR
                  Act or other applicable antitrust Laws relating to the
                  transactions contemplated by this Agreement or the Collateral
                  Agreements shall have expired or been terminated.

8.2      CONDITIONS PRECEDENT TO BUYER'S OBLIGATIONS

         The obligations of Buyer to effect the Closing of the transactions
contemplated hereby are subject to the fulfillment, prior to or at the Closing,
of each of the following conditions, any of which may be waived in writing by
Buyer:

         (a)  REPRESENTATIONS  AND WARRANTIES OF SELLER TRUE AT CLOSING.
              The representations and warranties of Seller contained in this
              Agreement or in any schedule, certificate or document delivered
              pursuant to the provisions hereof or in connection with the
              transactions contemplated hereby (X) which are qualified by
              materiality shall be true and correct, and (Y) which are not
              qualified by materiality shall be true in all material respects at
              and as of the Closing Date, as though such representations and
              warranties were made at and as of the Closing Date, except (i) as
              affected by the transactions contemplated hereby, and (ii) to the
              extent that such representations and warranties are made as of a
              specified date, in which case such representations and warranties
              shall be true in all material respects as of the specified date.

         (b)  PERFORMANCE BY SELLER. Seller shall have performed in all
              material respects all obligations and agreements and complied in
              all material respects with all covenants and conditions required
              by this Agreement to be performed or complied with by it prior to
              or at the Closing, including executing the Collateral Agreements.

         (c)  REQUIRED CONSENTS. Seller shall have obtained all of the
              Required Consents, except where the failure to obtain such
              consents, approvals or authorizations, individually or in the
              aggregate, could not reasonably be expected to have a Material
              Adverse Effect.

         (d)  UNION AGREEMENT. The collective bargaining agreements between
              Buyer and the Union covering the Transferred Represented Employees
              shall have been ratified and approved by the requisite majority of
              the members of the Union and executed by the Union on or before
              the Closing Date provided, however, that in the event that the
              Seller retains the Represented Employees beyond the Closing Date,
              in accordance with Section 5.4, the entering into, ratification
              and approval of the collective bargaining agreements shall cease
              to be a condition precedent to Buyer's obligation to effect the
              Closing but the parties shall have executed and delivered the
              Business Services Agreement as a condition precedent to Buyer's
              obligation to effect the Closing.


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<PAGE>

                                                    CONFIDENTIAL TREATMENT
                                                    REQUESTED.
                                                    ASTERISKS DENOTE OMISSIONS.

8.3      CONDITIONS PRECEDENT TO SELLER'S OBLIGATIONS

         The obligations of Seller to effect the Closing of the transactions
contemplated hereby are subject to the fulfillment, prior to or at the Closing,
of each of the following conditions, any of which may be waived in writing by
Seller:

         (a)      REPRESENTATIONS AND WARRANTIES OF BUYER TRUE AT CLOSING. The
                  representations and warranties of Buyer contained in this
                  Agreement or in any certificate or document delivered pursuant
                  to the provisions hereof or in connection with the
                  transactions contemplated hereby shall be true and correct in
                  all material respects at and as of the Closing Date as though
                  such representations and warranties were made at and as of the
                  Closing Date, except to the extent that such representations
                  and warranties are made as of a specified date, in which case
                  such representations and warranties shall be true in all
                  material respects as of the specified date.

         (b)      PERFORMANCE BY BUYER. Buyer shall have performed in all
                  material respects all obligations and agreements and complied
                  in all material respects with all covenants and conditions
                  required by this Agreement to be performed or complied with by
                  it prior to or at the Closing, including executing the
                  Collateral Agreements.

9.       STATUS OF AGREEMENTS

         The rights and obligations of Buyer and Seller under this Agreement
shall be subject to the following terms and conditions:

9.1      EFFECT OF BREACH

         In the event of a material breach of any representation, certification
or warranty, or agreement or covenant of Seller under this Agreement that is
discovered by Buyer prior to Closing and that cannot be or is not cured by
Seller upon prior notice and the passage of a reasonable period of time, Buyer
may elect not to proceed with the Closing hereunder, which shall be Buyer's sole
remedy for such breach.

9.2      SURVIVAL OF REPRESENTATIONS AND WARRANTIES

         The representations and warranties of Buyer and Seller contained in
this Agreement shall survive the Closing for ***; provided, that
the representations and warranties contained in (i) Sections 3.1, 3.2,
3.3(a)(i), 3.4(a), 3.6 (as to the title of the Premises) and Sections 4.1, 4.2
and 4.3(a)(i) shall survive until the ***, (ii) Section 3.10 shall survive
for a period of *** years
following the Closing Date, (iii) Section 3.12(a) shall survive until the
termination or expiry of the Supply Agreement, and (iv) and any claim for any
breach of a representation or warranty based on fraud or fraudulent
misrepresentation may be made at any time. Neither Seller nor Buyer shall have
any liability whatsoever with respect to any such representations or warranties
after the survival period for such representation or warranty expires.


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9.3      GENERAL AGREEMENT TO INDEMNIFY

         (a) Seller and Buyer shall indemnify, defend and hold harmless the
other party hereto, any Affiliate thereof, and any director, officer or employee
of such party or Affiliate thereof (each an "INDEMNIFIED PARTY") from and
against any and all claims, actions, suits, proceedings, liabilities,
obligations, losses, and damages, amounts paid in settlement, interest, costs
and expenses (including reasonable attorney's fees, court costs and other
out-of-pocket expenses incurred in investigating, preparing or defending the
foregoing) (collectively, "LOSSES") incurred or suffered by any Indemnified
Party to the extent that the Losses arise by reason of, or result from (i) the
failure of any representation or warranty of such party contained in this
Agreement to have been true in all material respects when made and as of the
Closing Date except as expressly provided otherwise in Section 8.2(a) or 8.3(a),
or (ii) the breach by such party of any covenant or agreement of such party
contained in this Agreement to the extent not waived by the other party.

         (b) Seller further agrees to indemnify and hold harmless Buyer from and
against any Losses incurred by Buyer arising out of, resulting from, or relating
to: (i) the Excluded Liabilities; (ii) Buyer's waiver of any applicable Bulk
Sales Laws; (iii) any claim, demand or liability for Taxes imposed on Buyer for
which Seller is responsible pursuant to Section 2.9; (iv) any claims of any
Business Employee employed by Buyer in connection with any Benefit Plan of
Seller or such Business Employee's employment with Seller accruing prior to and
including the Closing Date; (v) any event occurring or any condition existing at
or prior to the Closing Date relating to the Business, the Premises or the
Purchased Assets which now or hereafter constitutes a violation of, or gives
rise to any liability under, any Environmental Law; (vi) any presence or any
release, spill, emission, discharge, leak, disposal, leaching or migration into
the indoor or outdoor environment of any Hazardous Substances in, on, under or
from the Premises or the Purchased Assets and whether by Seller or by any other
Person at or prior to the Closing Date or prior to the Closing Date; and (vii)
any requirement imposed by a Governmental Body to change, improve or modify the
processes of the Business so as to bring the same into a state of not being in
violation of Environmental Laws.

         (c) Buyer further agrees to indemnify and hold harmless Seller with
respect to: (i) any failure of Buyer to discharge any of the Assumed
Liabilities; (ii) any claim, demand or liability for Taxes imposed on Seller for
which Buyer is responsible pursuant to Section 2.9; and (iii) any medical,
health or disability claims of any Transferred Employee, for claims for expenses
incurred on or before the close of business on the Closing Date which are not
presented on a reasonably timely basis to Seller by such Transferred Employee
for payment or reimbursement in accordance with the terms of the applicable
Benefit Plan of Seller due to fault of Buyer.

         (d) Amounts payable in respect of the parties' indemnification
obligations shall be treated as an adjustment to the Purchase Price. Buyer
and Seller agree to cooperate in the preparation of a supplemental Asset
Acquisition Statement as required by Section 5.3 and Treasury Reg. Section
1.1060-1T(e) as a result of any adjustment to the Purchase Price pursuant to
the preceding sentence. Whether or not the Indemnifying Party (as defined
below) chooses to defend or prosecute any Third-Party Claim (as defined in
Section 9.4(a)) both parties

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<PAGE>

                                                    CONFIDENTIAL TREATMENT
                                                    REQUESTED.
                                                    ASTERISKS DENOTE OMISSIONS.

hereto shall cooperate in the defense or prosecution thereof and shall furnish
such records, information and testimony, and attend such conferences, discovery
proceedings, hearings, trials and appeals, as may be reasonably requested in
connection therewith or as provided in Section 5.1.

         (e) The amount of the Indemnifying Party's liability under this
Agreement shall be determined taking into account any applicable insurance
proceeds actually received by, and other savings, including Tax savings, that
actually reduce the overall impact of the Losses upon, the Indemnified Party.
The indemnification obligations of each party hereto under this Article 9 shall
inure to the benefit of the directors, officers and Affiliates of the other
party hereto on the same terms as are applicable to such other party.

         (f) The Indemnifying Party's aggregate liability for all claims made
under (i) Section 9.3(a) hereof (other than with respect to breaches of
covenants relating to environmental or occupational health and safety matters),
(ii) Section 9.3(a) of the Oklahoma City APA (other than with respect to
breaches of covenants relating to environmental or occupational, health and
safety matters), and (iii) Section 47.2 of the Supply Agreement shall be subject
to the following limitations: (i) the Indemnifying Party shall have no liability
for such claims until the aggregate amount of the Losses incurred shall exceed
*** dollars (US$***), in which case the Indemnifying Party shall
be liable only for the portion of the Losses exceeding ***
dollars (US$***), and (ii) the Indemnifying Party's aggregate liability for
all such claims (whether made under one or more of Section 9.3(a) hereof,
Section 9.3(a) of the Oklahoma City APA or Section 46.2 of the Supply Agreement)
shall not exceed *** dollars (US$***). The Indemnified
Party may not make a claim for indemnification under Section 9.3(a) for breach
by the Indemnifying Party of a particular representation or warranty after the
expiration of the survival period specified in Section 9.2.

         (g) The Indemnifying Party's liability for all claims (excluding
those made under Section 9.3(a) which shall be governed by Section 9.2(f) and
excluding all claims made under Section 9.3(b)(v), (vi) or (vii) with respect
to environmental or occupational health and safety matters), shall be subject
to the following limitation: the Indemnifying Party shall have no liability
for such claims until the aggregate amount of the Losses incurred shall
exceed *** dollars (US$***) (the "Threshold Amount"), in which case the
Indemnifying Party shall be liable for all Losses including the Threshold
Amount.

         (h) The indemnification provided in this Article 9 shall be the sole
and exclusive remedy after the Closing Date for damages available to the parties
to this Agreement for breach of any of the terms, conditions, representations or
warranties contained herein or any right, claim or action arising from the
transactions contemplated by this Agreement; PROVIDED, HOWEVER, this exclusive
remedy for damages does not preclude a party from bringing an action for
specific performance or other equitable remedy to require a party to perform its
obligations under this Agreement or any Collateral Agreement.

         (i) Notwithstanding anything contained in this Agreement to the
contrary, no party shall be liable to the other party for indirect, special,
punitive, exemplary or consequential loss or damage (including any loss of
revenue or profit) arising out of this Agreement,


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<PAGE>


PROVIDED, HOWEVER, the foregoing shall not be construed to preclude recovery by
the Indemnified Party in respect of Losses directly incurred from Third Party
Claims. Both parties shall use reasonable efforts to mitigate their damages.

         (j) The rights to indemnification under Section 9.3 shall not be
subject to set-off for any claim by the Indemnifying Party against any
Indemnified Party, whether or not arising from the same event giving rise to
such Indemnified Party's claim for indemnification.

9.4      GENERAL PROCEDURES FOR INDEMNIFICATION

         (a) The Indemnified Party seeking indemnification under this Agreement
shall promptly notify the party against whom indemnification is sought (the
"INDEMNIFYING PARTY") of the assertion of any claim, or the commencement of any
action, suit or proceeding by any Third Party, in respect of which indemnity may
be sought hereunder and will give the Indemnifying Party such information with
respect thereto as the Indemnifying Party may reasonably request, but failure to
give such notice shall not relieve the Indemnifying Party of any liability
hereunder (unless such failure prevents the Indemnifying Party from effectively
contesting the claim in respect of which indemnification is sought). The
Indemnifying Party shall have the right, but not the obligation, exercisable by
written notice to the Indemnified Party within thirty (30) days of receipt of
notice from the Indemnified Party of the commencement of or assertion of any
claim, action, suit or proceeding by a Third Party in respect of which indemnity
may be sought hereunder (a "THIRD-PARTY CLAIM"), to assume the defense and
control the settlement of such Third-Party Claim that (i) involves (and
continues to involve) solely money damages, or (ii) involves (and continues to
involve) claims for both money damages and equitable relief against the
Indemnified Party that cannot be severed, where the claims for money damages are
the primary claims asserted by the Third Party and the claims for equitable
relief are incidental to the claims for money damages.

         (b) The Indemnifying Party or the Indemnified Party, as the case may
be, shall have the right to participate in (but not control), at its own
expense, the defense of any Third-Party Claim that the other is defending, as
provided in this Agreement.

         (c) The Indemnifying Party, if it has assumed the defense of any
Third-Party Claim as provided in this Agreement, shall not consent to a
settlement of, or the entry of any judgment arising from, any such Third-Party
Claim without the Indemnified Party's prior written consent (which consent shall
not be unreasonably withheld) unless such settlement or judgment relates solely
to monetary damages. The Indemnifying Party shall not, without the Indemnified
Party's prior written consent, enter into any compromise or settlement that (i)
commits the Indemnified Party to take, or to forbear to take, any action, or
(ii) does not provide for a complete release by such Third Party of the
Indemnified Party. The Indemnified Party shall have the sole and exclusive right
to settle any Third-Party Claim, on such terms and conditions as it deems
reasonably appropriate, to the extent such Third-Party Claim involves equitable
or other non-monetary relief against the Indemnified Party, and shall have the
right to settle any Third-Party Claim involving money damages for which the
Indemnifying Party has not assumed the defense pursuant to this Section 9.4 with
the written consent of the Indemnifying Party, which consent shall not be
unreasonably withheld or delayed.


                                     - 48 -

                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>


         (d) In the event an Indemnified Party shall claim a right to payment
pursuant to this Agreement, such Indemnified Party shall send written notice of
such claim to the Indemnifying Party. Such notice shall specify the basis for
such claim. As promptly as possible after the Indemnified Party has given such
notice, and subject to the limitations set forth in Section 9.3, the Indemnified
Party and the Indemnifying Party shall establish the merits and amount of such
claim by mutual agreement, or, if necessary, by arbitration in a manner
reasonably determined by mutual agreement of such parties.

9.5      BREACH OF REPRESENTATIONS RESULTING IN LIMITATION OF OBLIGATIONS UNDER
THE SUPPLY AGREEMENT

         To the extent Buyer is unable to perform any of its obligations under
the Supply Agreement as a result of Seller failing to provide to Buyer
Proprietary Information in breach of Section 3.4(c) or 3.12(c) hereof, then
Buyer shall be relieved of such obligations under the Supply Agreement during
the period of time that the breach of Section 3.4(c) or 3.12(c), as the case may
be, remains uncured, and Buyer's failure to perform such obligations shall not
affect any applicable measure of Buyer's performance under the Supply Agreement,
including performance related to delivery under the Supply Agreement, and Seller
shall not assert any of its rights and remedies under the Supply Agreement
against Buyer as a result of such non-performance.

10.      MISCELLANEOUS PROVISIONS

10.1     NOTICES

         All notices and other communications hereunder shall be in writing and
shall be deemed to have been duly given upon receipt if (i) mailed by certified
or registered mail, return receipt requested, (ii) sent by Federal Express or
other express carrier, fee prepaid, (iii) sent via facsimile with receipt
confirmed, or (iv) delivered personally, addressed as follows or to such other
address or addresses of which the respective party shall have notified the
other.

         (a)      If to Seller, to:         Lucent Technologies Inc.
                                            Attn:  Chief Supply Officer
                                            600 Mountain Avenue
                                            Murray Hill, NJ 07974-0636
                                            U. S. A.
                                            Facsimile:  (908) 582-8082

                  With a copy to:           Lucent Technologies Inc.
                                            Attn:  Vice President - Law
                                            600 Mountain Avenue
                                            Murray Hill, NJ 07974-0636
                                            U. S. A.
                                            Facsimile:  (908) 582-6130


                                     - 49 -

                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>



         (b)      If to Buyer, to:          Celestica Corporation

                                            Pease International Tradeport
                                            ATTN: EXA03
                                            72 Pease Boulevard
                                            Newington, New Hampshire 03801
                                            U. S. A.
                                            Attention:  General Manager
                                            Facsimile:  (603) 334-4330

                  With a copy to:           Celestica Inc.
                                            7th Floor
                                            12 Concorde Place
                                            Toronto, Ontario    M3C 3R8

                                            Attn: Senior Vice President,
                                            Mergers & Acquisitions
                                            Facsimile: (416) 448-5444

                  And to:                   Vice President and General Counsel
                                            Facsimile: (416) 386-7817

10.2     EXPENSES

         Except as otherwise provided in this Agreement, each party to this
Agreement will bear all the fees, costs and expenses that are incurred by it in
connection with the transactions contemplated hereby, whether or not such
transactions are consummated.

10.3     ENTIRE AGREEMENT; MODIFICATION

         The agreement of the parties, which is comprised of this Agreement, the
Schedules and Exhibits hereto and the documents referred to herein, sets forth
the entire agreement and understanding between the parties and supersedes any
prior agreement or understanding, written or oral, relating to the subject
matter of this Agreement. With respect to the Purchased Assets, the Business, or
any other rights or obligations to be transferred hereunder or pursuant hereto,
no party has been induced by or has relied upon any representations, warranties,
or statements, whether express or implied, made by any other party, its agents,
employees, attorneys or other representatives or by any Person representing or
purporting to represent the other party that are not expressly set forth in this
Agreement or the Collateral Agreements (including the Schedules and Exhibits
hereto and thereto), whether or not any such representations, warranties or
statements were made in writing or orally. No amendment, supplement,
modification or waiver of this Agreement shall be binding unless executed in
writing by the party to be bound thereby, and in accordance with Section 11.4.

10.4     ASSIGNMENT; BINDING EFFECT; SEVERABILITY

         This Agreement may not be assigned by any party hereto without the
other party's written consent; provided, however, that Buyer shall have the
right to assign this Agreement


                                     - 50 -

                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>


and to assign its rights and delegate its duties under this Agreement in whole
or in part at any time with the prior written consent of Seller to any
wholly-owned subsidiary of Celestica Inc. incorporated in one of the states of
the United States of America, provided that Buyer shall not, as a result of such
assignment, be discharged from its obligations hereunder. This Agreement shall
be binding upon and inure to the benefit of and be enforceable by the
successors, legal representatives and permitted assigns of each party hereto.
The provisions of this Agreement are severable, and in the event that any one or
more provisions are deemed illegal or unenforceable the remaining provisions
shall remain in full force and effect unless the deletion of such provision
shall cause this Agreement to become materially adverse to either party, in
which event the parties shall use reasonable commercial efforts to arrive at an
accommodation that best preserves for the parties the benefits and obligations
of the offending provision.

10.5     GOVERNING LAW

         THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK IRRESPECTIVE OF THE CHOICE OF
LAWS PRINCIPLES OF THE STATE OF NEW YORK, AS TO ALL MATTERS, INCLUDING MATTERS
OF VALIDITY, CONSTRUCTION, EFFECT, ENFORCEABILITY, PERFORMANCE AND REMEDIES.

10.6     EXECUTION IN COUNTERPARTS

         This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

10.7     PUBLIC ANNOUNCEMENT

         Upon signing of this Agreement, Seller and Buyer shall prepare a
mutually agreeable release announcing the transaction contemplated hereby.
Except for such press release, neither Seller nor Buyer shall, without the
approval of the other, make any press release or other announcement concerning
the existence of this Agreement or the terms of the transactions contemplated by
this Agreement, except as and to the extent that any such party shall be so
obligated by Law, in which case the other party shall be advised and the parties
shall use their reasonable commercial efforts to cause a mutually agreeable
release or announcement to be issued; PROVIDED, HOWEVER, that the foregoing
shall not preclude communications or disclosures necessary to comply with
accounting, stock exchange or applicable securities Law disclosure obligations.

10.8     NO THIRD-PARTY BENEFICIARIES

         Nothing in this Agreement, express or implied, is intended to or shall
(a) confer on any Person other than the parties hereto and their respective
successors or assigns any rights (including Third-Party beneficiary rights),
remedies, obligations or liabilities under or by reason of this Agreement, or
(b) constitute the parties hereto as partners or as participants in a joint
venture. This Agreement shall not provide Third Parties with any remedy, claim,
liability, reimbursement, cause of action or other right in excess of those
existing without


                                     - 51 -

                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>


reference to the terms of this Agreement. Nothing in this Agreement shall be
construed as giving to any Business Employee, or any other individual, any right
or entitlement under any Benefit Plan, policy or procedure maintained by Seller,
except as expressly provided in such Benefit Plan, policy or procedure. No Third
Party shall have any rights under Section 502, 503 or 504 of ERISA or any
regulations thereunder because of this Agreement that would not otherwise exist
without reference to this Agreement. No Third Party shall have any right,
independent of any right that exist irrespective of this Agreement, under or
granted by this Agreement, to bring any suit at law or equity for any matter
governed by or subject to the provisions of this Agreement.

11.      TERMINATION AND WAIVER

11.1     TERMINATION

         This Agreement may be terminated at any time prior to the Closing Date
by:

         (a)      MUTUAL CONSENT.  The mutual written consent of Buyer and
                  Seller;

         (b)      COURT OR ADMINISTRATIVE ORDER. Buyer or Seller if there shall
                  be in effect a non-appealable order of a court or government
                  administrative agency of competent jurisdiction prohibiting
                  the consummation of the transactions contemplated hereby.

         (c)      DELAY. Buyer or Seller if the Closing shall not have occurred
                  by September 30, 2001, provided that the terminating party is
                  not otherwise in material default or breach of this Agreement.

11.2     EFFECT OF TERMINATION

         In the event of the termination of this Agreement in accordance with
Section 11.1, this Agreement shall become void and have no effect, without any
liability on the part of any party or its directors, officers or stockholders,
except for the obligations of the parties hereto as provided in Article 6,
Sections 10.2 and 10.7 and this Section 11.2.

11.3     WAIVER OF AGREEMENT

         Any term or condition hereof may be waived at any time prior to the
Closing Date by the party hereto which is entitled to the benefits thereof by
action taken by its Board of Directors or its duly authorized officer or
employee, whether before or after the action of such party; PROVIDED, HOWEVER,
that such action shall be evidenced by a written instrument duly executed on
behalf of such party by its duly authorized officer or employee. The failure of
either party to enforce at any time any provision of this Agreement shall not be
construed to be a waiver of such provision nor shall it in any way affect the
validity of this Agreement or the right of such party thereafter to enforce each
and every such provision. No waiver of any breach of this Agreement shall be
held to constitute a waiver of any other or subsequent breach.


                                     - 52 -

                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>


11.4     AMENDMENT OF AGREEMENT

         This Agreement may be amended with respect to any provision contained
herein at any time prior to or on the Closing Date by action of the parties
hereto taken by their Boards of Directors or by their duly authorized officers
or employees, whether before or after such party's action; PROVIDED, HOWEVER,
that such amendment shall be evidenced by a written instrument duly executed on
behalf of each party by its duly authorized officer or employee.


                                     - 53 -

                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>




         IN WITNESS WHEREOF, each party has caused this Agreement to be duly
executed on its behalf by its duly authorized officer as of the date first
written above.



                                       LUCENT TECHNOLOGIES INC.


                                       By: /s/ Rocco D. Pennella
                                           ------------------------------------
                                           Name: Rocco D. Pennella
                                           Title:



                                       CELESTICA CORPORATION


                                       By: /s/     Rahul Suri
                                           -----------------------------------
                                           Name:  Rahul Suri
                                           Title: Authorized Signatory



                                     - 54 -

                          LUCENT TECHNOLOGIES/CELESTICA

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.10
<SEQUENCE>6
<FILENAME>a2074474zex-3_10.txt
<DESCRIPTION>EXHIBIT 3.10
<TEXT>
<PAGE>

                                                    CONFIDENTIAL MATERIALS
                                                    OMITTED AND FILED
                                                    SEPARATELY WITH THE
                                                    SECURITIES AND
                                                    EXCHANGE COMMISSION.
                                                    ASTERISKS DENOTE OMISSIONS.

                                                                  EXHIBIT 3.10






                            ASSET PURCHASE AGREEMENT



                                 BY AND BETWEEN



                            LUCENT TECHNOLOGIES INC.



                                    AS SELLER



                                       AND



                              CELESTICA CORPORATION



                                    AS BUYER





                            DATED AS OF JULY 24, 2001






                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>





                                TABLE OF CONTENTS


<TABLE>
<CAPTION>

                                                                                                        Page
                                                                                                        ----
<S>      <C>                                                                                            <C>
1.
         Definitions......................................................................................1
1.1      Defined Terms....................................................................................1
1.2      Other Definitional and Interpretive Matters......................................................9

2.       Purchase and Sale of the Business................................................................10
2.1      Purchase and Sale of Assets......................................................................10
2.2      Excluded Assets..................................................................................11
2.3      Purchase Price...................................................................................12
2.4      Assumed Liabilities..............................................................................13
2.5      Excluded Liabilities.............................................................................14
2.6      Further Assurances; Further Conveyances and Assumptions; Consent of Third
         Parties..........................................................................................14
2.7      No Licenses......................................................................................15
2.8      Bulk Sales Law...................................................................................15
2.9      Taxes............................................................................................15
2.10     Inventory Put-Back...............................................................................16

3.       Representations and Warranties of Seller.........................................................16
3.1      Organization and Qualification...................................................................16
3.2      Authorization; Binding Effect....................................................................16
3.3      Non-Contravention; Consents......................................................................17
3.4      Title to Property; Principal Equipment; Sufficiency of
         Assets...........................................................................................17
3.5      Permits, Licenses................................................................................18
3.6      Real Estate......................................................................................18
3.7      Compliance With Laws; Litigation.................................................................19
3.8      Business Employees...............................................................................19
3.9
         Contracts........................................................................................20
3.10     Environmental Matters............................................................................21
3.11     Financial Statement; Absence of Changes..........................................................22
3.12     Intellectual Property............................................................................22
3.13
         Brokers..........................................................................................23
3.14
         Inventory........................................................................................23
3.15     Full Disclosure..................................................................................23
3.16
         Projections......................................................................................23
3.17     No Other Representations or Warranties...........................................................24

4.       Representations and Warranties of Buyer..........................................................24
4.1      Organization and Qualification...................................................................24
4.2      Authorization; Binding Effect....................................................................24
4.3      No Violations....................................................................................25
4.4
         Brokers..........................................................................................25
4.5      No Other Seller Representations and Warranties...................................................25
4.6      Sufficiency of Funds.............................................................................26

5.       Certain Covenants................................................................................26
5.1      Access and Information...........................................................................26
5.2      Conduct of Business..............................................................................28
5.3      Tax Reporting and Allocation of Consideration....................................................28
</TABLE>


                                      -i-

                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>



<TABLE>
<CAPTION>

                                                                                                        Page
                                                                                                        ----
<S>      <C>                                                                                            <C>



5.4      Business Employees...............................................................................29
5.5      Collateral Agreements; Leased Equipment..........................................................31
5.6      Regulatory Compliance............................................................................31
5.7      Contacts with Suppliers, Employees and Customers.................................................32
5.8      No Negotiation or Solicitation...................................................................32
5.9      Use of Lucent's Name.............................................................................32
5.10
         Environmental....................................................................................34
5.11     SEC Disclosure...................................................................................38
5.12     Schedule Updates.................................................................................38
5.13     Surplus Assets...................................................................................38
5.14     Business Services Agreement......................................................................39

6.       Confidential Nature of Information...............................................................39
6.1      Confidentiality Agreement........................................................................39
6.2      Seller's Proprietary Information.................................................................39

7.
         Closing..........................................................................................41
7.1      Deliveries by Seller.............................................................................41
7.2      Deliveries by Buyer..............................................................................41
7.3      Closing Date.....................................................................................42
7.4      Contemporaneous Effectiveness....................................................................42
7.5      Risk of Loss for Purchased Assets................................................................42

8.       Conditions Precedent to Closing..................................................................43
8.1      General Conditions...............................................................................43
8.2      Conditions Precedent to Buyer's Obligations......................................................43
8.3      Conditions Precedent to Seller's Obligations.....................................................44

9.       Status of Agreements.............................................................................44
9.1      Effect of Breach.................................................................................44
9.2      Survival of Representations and Warranties.......................................................45
9.3      General Agreement to Indemnify...................................................................45
9.4      General Procedures for Indemnification...........................................................47
9.5      Breach of Representations  Resulting in Limitation of Obligations Under the Supply
         Agreement........................................................................................48

10.      Miscellaneous Provisions.........................................................................48
10.1     Notices..........................................................................................48
10.2     Expenses.........................................................................................49
10.3     Entire Agreement; Modification...................................................................49
10.4     Assignment; Binding Effect; Severability.........................................................50
10.5     Governing Law....................................................................................50
10.6     Execution in Counterparts........................................................................50
10.7     Public Announcement..............................................................................50
10.8     No Third-Party Beneficiaries.....................................................................51

11.      Termination and Waiver...........................................................................51
11.1
         Termination......................................................................................51
11.2     Effect of Termination............................................................................51
11.3     Waiver of Agreement..............................................................................52
11.4     Amendment of Agreement...........................................................................52
</TABLE>


                                      -ii-

                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>



Schedules

SCHEDULE 1.1(d)   Principal Equipment
SCHEDULE 2.1(g)   Licenses
SCHEDULE 2.1(h)   Governmental Permits
SCHEDULE 2.2(f)   Excluded Contracts
SCHEDULE 2.2(i)   Certain Excluded Assets
SCHEDULE 3.3(b)   Required Consents
SCHEDULE 3.6(a)   Premises
SCHEDULE 3.6(b)   Buildings
SCHEDULE 3.6(c)   Repairs
SCHEDULE 3.7(a)   Compliance with Laws
SCHEDULE 3.7(b)   Litigation
SCHEDULE 3.8(a)   Business Employees
SCHEDULE 3.8(b)   Benefit Plans
SCHEDULE 3.9      Material Contracts
SCHEDULE 3.10     Environmental Matters
SCHEDULE 3.11     Financial Statements
SCHEDULE 3.12(b)  Intellectual Property
SCHEDULE 3.16     Projections
SCHEDULE 4.3(b)   Buyer Consents
SCHEDULE 5.2      Exceptions to Seller's Conduct of Business
SCHEDULE 5.4      Initially Transferred Employees



EXHIBITS

EXHIBIT A    Form of Assignment and Bill of Sale
EXHIBIT B    Form of Assumption Agreement
EXHIBIT C    Form of Intellectual Property Agreement
EXHIBIT D    Form of Lease
EXHIBIT E    Form of Supply Agreement
EXHIBIT F    Form of Transition Services Agreement
EXHIBIT G    Business Services Term Sheet
EXHIBIT H    Form of Access Agreement


                                      -iii-

                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>


                  AGREEMENT FOR THE PURCHASE AND SALE OF ASSETS

         THIS AGREEMENT FOR THE PURCHASE AND SALE OF ASSETS ("AGREEMENT") is
made as of July 24, 2001 by and between LUCENT TECHNOLOGIES INC., a Delaware
corporation, having an office at 600-700 Mountain Avenue, Murray Hill, New
Jersey 07974-0636 ("SELLER" or "LUCENT"), and CELESTICA CORPORATION, a Delaware
corporation, having an office at Pease International Tradeport, Attn. EXA03, 72
Pease Boulevard, Newington, New Hampshire 03801 ("BUYER").

                                 R E C I T A L S

         A. WHEREAS, Seller is, among other things, engaged through its
Switching and Access Group at the Premises (as hereinafter defined) in the
manufacturing and repair of printed circuit board assemblies and manufactured
equipment and cable for switching and access products (collectively, the
"BUSINESS");

         B. WHEREAS, the Business is composed of certain assets and liabilities
that are currently part of Seller;

         C. WHEREAS, Seller desire to sell, transfer and assign to Buyer, and
Buyer desires to purchase and assume from Seller, the Purchased Assets (as
hereinafter defined), and Buyer is willing to assume, the Assumed Liabilities
(as hereinafter defined), in each case as more fully described and upon the
terms and subject to the conditions set forth herein; and

         D. WHEREAS, Seller and Buyer desire to enter into each Assignment and
Bill of Sale, each Assumption Agreement, the Supply Agreement, the Intellectual
Property Agreement, the Transition Services Agreement, the Lease and the Access
Agreement (collectively, the "COLLATERAL AGREEMENTS").

         NOW, THEREFORE, in consideration of the mutual agreements and covenants
herein contained and intending to be legally bound hereby, the parties hereto
hereby agree as follows:

1.       DEFINITIONS

1.1      DEFINED TERMS

         For the purposes of this Agreement, in addition to the words and
phrases that are described throughout the body of this Agreement, the following
words and phrases shall have the following meanings:

         "ACCESS AGREEMENT" means the agreement substantially in the form set
forth as Exhibit H.

         "AFFILIATE" of any Person means any Person that controls, is controlled
by, or is under common control with such Person. "control" means the possession,
directly or indirectly, of the power to direct or cause the direction of the
management and policies of such entity, whether through ownership of voting
securities or other interests, by contract or otherwise.


                                     - 1 -

                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>


         "AGREEMENT" has the meaning assigned in the preamble hereof.

         "ASSET ACQUISITION STATEMENT" has the meaning assigned in Section
5.3(b).

         "ASSIGNMENT AND BILL OF SALE" means each agreement in substantially the
form set forth as Exhibit A.

         "ASSUMED LIABILITIES" means the liabilities and obligations of Seller
assumed by Buyer pursuant to the Assumption Agreement and Section 2.4.

         "ASSUMPTION AGREEMENT" means each agreement in substantially the form
set forth as Exhibit B.

         "BENEFIT PLAN" means, in respect of any Business Employee, each
"employee benefit plan," as defined in Section 3(3) of ERISA (including any
"multiemployer plan" as defined in Section 3(37) of ERISA) and each
profit-sharing, bonus, stock option, stock purchase, stock ownership, pension,
retirement, severance, deferred compensation, excess benefit, supplemental
unemployment, post-retirement medical or life insurance, welfare or incentive
plan, or sick leave, long-term disability, medical, hospitalization, life
insurance, other insurance plan, or other employee benefit plan, program or
arrangement, whether written or unwritten, qualified or non-qualified, funded or
unfunded, maintained or contributed to by Seller.

         "BUSINESS" has the meaning assigned in Recital A hereof.

         "BUSINESS DAY" means a day that is not a Saturday, a Sunday or a
statutory or civic holiday in the State of New York or any other day on which
the principal offices of Seller or Buyer are closed or become closed prior to
2:00 p.m. local time.

         "BUSINESS EMPLOYEES" means the employees of Seller employed in the
Business and identified on SCHEDULE 3.8(a).

         "BUSINESS RECORDS" means all books, records, ledgers and files or other
similar information used primarily in the conduct of the Business, including
price lists, customer lists, vendor lists, mailing lists, warranty information,
catalogs, sales promotion literature, advertising materials, brochures, records
of operation, standard forms of documents, manuals of operations or business
procedures, research materials and product testing reports required by any
national, federal, state, provincial or local court, administrative body or
other Governmental Body of any country, but excluding any such items to the
extent (i) they are included in, or primarily related to, any Excluded Assets or
Excluded Liabilities, (ii) any applicable Law prohibits their transfer, or (iii)
they are confidential personnel records.

         "BUYER" has the meaning assigned in the preamble hereof.

         "CERCLA" means the Comprehensive  Environmental Response,
Compensation, and Liability Act of 1980, 42 U.S.C. Section 9601 ET SEQ. as
amended.

                                     - 2 -

                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>


         "CLOSING" means the closing of the transactions described in Article 7.

         "CLOSING BALANCE SHEET" has the meaning assigned in Section 2.3(c).

         "CLOSING DATE" means August 31, 2001 or such later date as Seller and
Buyer may mutually agree provided that such date is not later than December 31,
2001.

         "CODE" means the U.S. Internal Revenue Code of 1986, as amended.

         "COLLATERAL AGREEMENTS" has the meaning assigned in Recital D hereof.

         "COLUMBUS APA" means the Asset Purchase Agreement dated as of the date
hereof between Seller and Buyer relating to the sale of Seller's manufacturing
facility in Columbus, Ohio.

         "CONFIDENTIALITY AGREEMENT" shall mean the agreement between Seller and
Buyer dated March 14, 2001.

         "CONTRACTS" means all Third-Party contracts, agreements, leases and
subleases, supply contracts, purchase orders, sales orders and instruments used
or held for use in each case primarily in the conduct of the Business, that will
be in effect on the Closing Date to which Seller is a party, (i) for the lease
of furniture, office equipment or Leased Equipment, as contemplated by Section
5.5(b), (ii) for the provision of goods or services by the Business or for the
Business, (iii) for the purchase of goods or supplies that would constitute
Inventory, that is required in the opinion of Buyer to satisfy Buyer's
obligations for current production requirements under the Supply Agreement as at
the Closing Date and that cannot be satisfied by the Purchased Inventory or (iv)
any such contracts, agreements, instruments and leases referred to in clauses
(i) - (iii), inclusive, entered into between the date hereof and outstanding as
of the Closing Date by Seller, but "Contracts" excludes the Excluded Contracts.

         "CONTROL" means the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of such entity,
whether through ownership of voting securities or other interests, by contract
or otherwise.

         "COUNSEL FOR BUYER" means Davies Ward Phillips & Vineberg LLP.

         "COUNSEL FOR SELLER" means a corporate counsel of Seller.

         "CUT-OFF BALANCE SHEET" has the meaning assigned in Section 2.3 (b).

         "CUT-OFF NET ASSET VALUE" has the meaning assigned in Section 2.3(b).

         "EFFECTIVE TIME" means 11:59 pm (Eastern Standard Time) on the Closing
Date.

         "ENCUMBRANCE" means any lien, claim, charge, security interest,
mortgage, pledge, easement, conditional sale or other title retention agreement,
covenant or other similar


                                     - 3 -

                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>



restrictions or third party rights affecting the Purchased Assets other than
Permitted Encumbrances.

         "ENVIRONMENTAL LAW" means any local, county, state or federal Law that
governs the existence of or provides a remedy for release of Hazardous
Substances, the protection of persons, natural resources or the environment, the
management of Hazardous Substances, or other activities involving Hazardous
Substances including, without limitation, under CERCLA, the Resources
Conservation and Recovery Act, the Clean Water Act, the Clean Air Act or any
other similar federal, state, local or county Laws and occupational, health and
safety Laws.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

         "EXCLUDED ASSETS" means the properties and assets of the Business
excluded from the Purchased Assets by Section 2.2.

         "EXCLUDED CONTRACTS" means those Contracts (i) identified in SCHEDULE
2.2(f), (ii) under which performance by Seller or an Affiliate has been
completed and for which there is no remaining warranty, maintenance, or support
obligation, (iii) relating to any General Purchase Agreement, and (iv) relating
to Excluded Assets or Excluded Liabilities.

         "EXCLUDED LEASED EQUIPMENT" has the meaning assigned in Section 5.5(b).

         "EXCLUDED LIABILITIES" means the liabilities and obligations that are
not assumed by Buyer as provided in Section 2.5.

         "FINAL NET ASSET VALUE" has the meaning assigned in Section 2.3(c)

         "FINANCIAL STATEMENTS" has the meaning assigned in Section 3.11(a).

         "FIXTURES AND SUPPLIES" means all furniture, furnishings and other
tangible personal property owned by Seller and used or held for use primarily in
the conduct of the Business and located on the Premises, including desks,
tables, chairs, file cabinets and other storage devices and office supplies but
excluding any such items related to Excluded Assets or Excluded Liabilities.

         "GENERAL PURCHASE AGREEMENTS" shall mean Third-Party supply contracts
or other agreements between Seller or its Affiliates and a Third Party pursuant
to which Seller or its Affiliates purchase products or services from such
Third-Party for any of Seller's or its Affiliates businesses other than solely
for the Business.

         "GOVERNMENTAL BODY" means any legislative, executive or judicial unit
of any governmental entity (foreign, federal, state or local) or any department,
commission, board, agency, bureau, official or other regulatory, administrative
or judicial authority thereof.

         "GOVERNMENTAL PERMITS" means all governmental permits and licenses,
certificates of inspection, registrations, approvals or other authorizations
issued to Seller with respect to the


                                     - 4 -

                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>


Business or the Premises or necessary for the operation of the Business or the
Premises as currently conducted under applicable Laws.

         "HAZARDOUS SUBSTANCE" means any substance that is regulated under any
Environmental Law or is deemed by any Environmental Law to be "hazardous",
"toxic", a "contaminant", a "waste" or a "pollutant".

         "HSR ACT" means the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended.

         "INDEMNIFIED PARTY" has the meaning assigned in Section 9.3(a).

         "INDEMNIFYING PARTY" has the meaning assigned in Section 9.4(a).

         "INITIAL BALANCE SHEET" has the meaning assigned in Section 3.11(a).

         "INITIALLY TRANSFERRED EMPLOYEES" has the meaning assigned in Section
5.4(a).

         "INTELLECTUAL PROPERTY AGREEMENT" means the agreement in substantially
the form set forth as EXHIBIT C.

         "INVENTORY" means all inventory, wherever located, including raw
materials, work in process, recycled materials, repair material, finished
products (to the extent that such finished products can be utilized with
additional added value in the production of orderable items), inventoriable
supplies, and non-capital spare parts owned by Seller and used or held for use
primarily in the conduct of the Business, and any rights of Seller to the
warranties received from suppliers and any related claims, credits, rights of
recovery and setoff with respect to such Inventory, but only to the extent such
rights are assignable, but excluding any inventory related to Excluded Assets or
Excluded Liabilities.

         "IRS" means the U.S. Internal Revenue Service.

         "LAWS" shall mean any applicable national, foreign, federal, state,
provincial or local law, statute, ordinance, rule, regulation, code, order,
judgment, injunction or decree of any Governmental Body.

         "LEASE" means the lease to be entered into between Seller and Buyer
relating to all of the Premises in substantially the form set forth as EXHIBIT
D.

         "LEASED EQUIPMENT" means the computers, servers, machinery and
equipment and other similar items leased and used by Seller primarily in the
conduct of the Business but excluding any such items related to Excluded Assets
or Excluded Liabilities.

         "LICENSED INTELLECTUAL PROPERTY" means the Proprietary Information of
Seller licensed to Buyer or any of Buyer's Affiliates pursuant to, and as
specifically identified and set forth in, the Intellectual Property Agreement or
the Supply Agreement.


                                     - 5 -

                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>


         "LICENSES" means all licenses, agreements and other arrangements
identified on Schedule 2.1(g) under which Seller has the right to use any
Proprietary Information of a Third Party to the extent used or held for use
primarily in the conduct of the Business but not the Nonassignable Licenses or
any such items related to Excluded Assets or Excluded Liabilities.

         "LOSSES" has the meaning assigned in Section 9.3(a).

         "LSP" has the meaning assigned in Section 5.4(e).

         "LTSSP" has the meaning assigned in Section 5.4(e).

         "LUCENT" has the meaning assigned in the preamble hereof.

         "BUSINESS SERVICES AGREEMENT" means the management and labor services
agreement entered into by Seller and Buyer pursuant to Section 5.14 hereof.

         "MATERIAL ADVERSE EFFECT" means any condition or event that has a
material and adverse effect upon the financial condition or results of
operations of the Business taken as a whole, other than any condition or event
arising out of or resulting from actions of Buyer in connection with this
Agreement.

         "MATERIAL CONTRACTS" has the meaning assigned in Section 3.9.

         "MATERIAL UNCERTAINTY" has the meaning assigned in Section 2.3(b).

         "NET ASSET VALUE" means the sum of the value of the Inventory (valued
at net book value) plus the value of the Principal Equipment, the Fixtures and
Supplies, and the Premises (each valued at net book value) less the value of the
Assumed Liabilities referred to in Section 2.4, that are reflected specifically
on the Initial Balance Sheet, the Cut-Off Balance Sheet or the Closing Balance
Sheet, as applicable.

         "NONASSIGNABLE ASSETS" has the meaning assigned in Section 2.6(b).

         "NONASSIGNABLE LICENSES" means those licenses of third party
Proprietary Information to which Seller or one of its Affiliates is the licensee
that are (i) not by their terms assignable to Buyer, or (ii) related to other
businesses of Seller or one of its Affiliates and not primarily to the Business,
or (iii) licenses under any patent of any third party.

         "NON-REPRESENTED EMPLOYEES" shall mean the non-represented employees of
the Business employed at the Premises. Such Non-Represented Employees who accept
Buyer's offer of employment in accordance with Section 5.4(a), as of the
effective date of their employment with Buyer, shall be referred to as
"Transferred Non-Represented Employees".

         "PENSION PLAN" has the meaning assigned in Section 3.8(b).

         "PERMITTED ENCUMBRANCES" means any (i) liens for Taxes, assessments and
other governmental charges or of landlords, liens of carriers, warehouseman,
mechanics and


                                     - 6 -

                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>



material men incurred in the ordinary course of business, in each case for sums
not yet due and payable or due but not delinquent or being contested in good
faith by appropriate proceedings, (ii) liens incurred or deposits made in the
ordinary course of business in connection with workers' compensation,
unemployment insurance and other types of social security or to secure the
performance of tenders, statutory obligations, surety and appeal bonds, bids,
leases government contracts, performance and return of money bonds and similar
obligations; provided that such liens are related to obligations which are not
due or delinquent, are not registered as Encumbrances against title to any of
the Purchased Assets and adequate holdbacks are being maintained as required by
applicable legislation, (iii) purchase money liens, arising in the ordinary
course of business and limited to the property acquired (iv) licenses granted by
Seller or an Affiliate in connection with sales of products in the ordinary
course of business which do not in the aggregate materially detract from the
value of the Purchased Assets or materially interfere with the use thereof in
the operation of the Business, and (v) any Encumbrance or minor imperfection in
title and minor encroachments, if any, not material in amount that, individually
or in the aggregate, do not materially interfere with the conduct of the
Business or with the use of the Purchased Assets and do not materially affect
the value of the Purchased Assets.

         "PERSON" means any individual, corporation, partnership, firm,
association, joint venture, joint stock company, trust, unincorporated
organization or other entity, or any government or regulatory, administrative or
political subdivision or agency, department or instrumentality thereof.

         "PREMISES" means the real property that is owned and used by Seller
primarily in the conduct of the Business identified on SCHEDULE 3.6(a).

         "PRINCIPAL EQUIPMENT" means the computers, servers, machinery and
equipment and other similar items used by Seller primarily in the conduct of the
Business (including, without limitation, all items which are identified in
SCHEDULE 1.1(d)) but not the Leased Equipment or any such items related to
Excluded Assets or Excluded Liabilities. Principal Equipment includes rights to
the warranties received from the manufacturers and distributors of said items
and to any related claims, credits, rights of recovery and setoff with respect
to said items, but only to the extent such rights are assignable.

         "PROPRIETARY INFORMATION" means industrial and intellectual property
under the laws of the United States, Canada and other jurisdictions, including
all: (i) trade secrets, confidential information and confidential know-how,
including all unpatented inventions, customer and supplier lists, formulae,
systems, methodologies, ideas, concepts, processes, documents, works, designs,
prototypes, materials, technologies, inventor's notes, blueprints, unpublished
studies and data, libraries, research designs, research results and notes,
prototypes, drawings, design and construction specifications, production,
operating and quality control manuals, technical manuals, marketing strategies,
and current or proposed business opportunities; (ii) copyrights and all waivers
of moral rights associated with copyrights, including all copyrights and moral
rights in software, and also rights to graphic design and user interface
elements and "look and feel", and databases; (iii) industrial designs, design
patents and other designs; (iv) mask works and integrated circuit topographies;
(v) patents; (vi) registered and


                                     - 7 -

                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>


unregistered trade-marks, service marks, sound marks, trade names, brand names,
trade dress, indicia, distinguishing guises, logos, insignia, designs, business
names, domain names, Internet protocol addresses and classes of Internet
protocol addresses, any other source or business identifiers and fictitious
characters, and all goodwill associated with the foregoing; and all
registrations, applications for registration, reissues, extensions, renewals,
divisions, continuations and continuations-in-part relating to the foregoing.

         "PURCHASE PRICE" has the meaning assigned in Section 2.3(a).

         "PURCHASED ASSETS" has the meaning assigned in Section 2.1.

         "PURCHASED INVENTORY" means Inventory which is required by Buyer for
the performance of Buyer's obligations under the Supply Agreement for a period
of twelve (12) months following the Closing Date and which is supported by
Seller's projected demand as of the date hereof for the twelve (12) month period
following the Closing Date.

         "PURCHASED LEASED EQUIPMENT" has the meaning assigned in Section
5.5(b).

         "REASONABLE COMMERCIAL EFFORTS" means that the obligated party is
required to make a diligent, reasonable and good faith effort to accomplish the
applicable objective. Such obligation, however, does not require an expenditure
of funds or the incurrence of a liability on the part of the obligated party,
nor does it require that the obligated party act in a manner that would be
contrary to normal commercial practices in order to accomplish the objective.
The fact that the objective is or is not actually accomplished is no indication
that the obligated party did or did not in fact utilize its reasonable
commercial efforts in attempting to accomplish the objective.

         "REPRESENTED EMPLOYEES" shall mean the employees of the Business
represented by the Union and employed at the Premises. Such Represented
Employees who accept Buyer's offer of employment in accordance with Section
5.4(a), as of the effective date of their employment with Buyer, shall be
referred to as "TRANSFERRED REPRESENTED EMPLOYEES".

         "REQUIRED CONSENT" has the meaning assigned in Section 3.3(b).

         "SELLER" has the meaning assigned in the preamble hereof.

         "SUBSEQUENTLY TRANSFERRED EMPLOYEES" has the meaning assigned in
Section 5.4(a).

         "SUBSIDIARY" means (a) any corporation in an unbroken chain of
corporations beginning with Seller, if each of the corporations other than the
last corporation in the unbroken chain then owns stock possessing 50% or more of
the total combined voting power of all classes of stock in one of the other
corporations in such chain, (b) any partnership in which Seller is a general
partner or (c) any partnership, corporation, limited liability company or
similar entity that Seller controls, through the ownership of interests or
otherwise.


                                     - 8 -

                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>




         "SUPPLY AGREEMENT" means the agreement in substantially the form set
forth as EXHIBIT E.

         "TAXES" means all taxes of any kind, charges, fees, customs, levies,
duties, imposts, required deposits or other assessments, including, without
limitation, all net income, capital gains, gross income, gross receipt,
property, franchise, sales, use, excise, withholding, payroll, employment,
social security, worker's compensation, unemployment, occupation, capital stock,
ad valorem, value added, transfer, gains, profits, net worth, asset,
transaction, taxes, and other taxes and interest, penalties, or additions to tax
with respect thereto imposed upon any Person by any Governmental Body under
applicable Law.

         "THIRD PARTY" means any Person not an Affiliate of the other referenced
Person or Persons.

         "THIRD-PARTY CLAIM" has the meaning assigned in Section 9.4(a).

         "TRANSFER DATE" has the meaning assigned in Section 5.4(a).

         "TRANSFERRED EMPLOYEES" shall mean the Transferred Non-Represented
Employees and the Transferred Represented Employees.

         "TRANSITION SERVICES AGREEMENT" means the agreement in substantially
the form set forth as EXHIBIT F.

         "UNION" shall mean the International Brotherhood of Electrical Workers
and the Security, Police, and Fire Professionals of America.

1.2      OTHER DEFINITIONAL AND INTERPRETIVE MATTERS

         Unless otherwise expressly provided, for purposes of this Agreement,
the following rules of interpretation shall apply:

         CALCULATION OF TIME PERIOD. When calculating the period of time before
which, within which or following which any act is to be done or step taken
pursuant to this Agreement, the date that is the reference date in calculating
such period shall be excluded. If the last day of such period is a non-Business
Day, the period in question shall end on the next succeeding Business Day.

         GENDER AND NUMBER. Any reference in this Agreement to gender shall
include all genders, and words imparting the singular number only shall include
the plural and vice versa.

         HEADINGS. The provision of a Table of Contents, the division of this
Agreement into Articles, Sections and other subdivisions and the insertion of
headings are for convenience of reference only and shall not affect or be
utilized in construing or interpreting this Agreement. All references in this
Agreement to any "Section" are to the corresponding Section of this Agreement
unless otherwise specified.


                                     - 9 -

                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>



         HEREIN. The words such as "HEREIN," "HEREINAFTER," "HEREOF," and
"HEREUNDER" refer to this Agreement as a whole and not merely to a subdivision
in which such words appear unless the context otherwise requires.

         INCLUDING. The word "INCLUDING" or any variation thereof means
"INCLUDING, WITHOUT LIMITATION" and shall not be construed to limit any general
statement that it follows to the specific or similar items or matters
immediately following it.

         KNOWLEDGE. Where any matter is stated to be within Seller's knowledge
in this Agreement, Seller shall be deemed for purposes of this Agreement to have
the knowledge of the relevant facts that a senior manager of Seller with
responsibility for the relevant matter would reasonably have after due inquiry.

         SCHEDULES AND EXHIBITS. The Schedules and Exhibits attached to this
Agreement shall be construed with and as an integral part of this Agreement to
the same extent as if the same had been set forth verbatim herein.

2.       PURCHASE AND SALE OF THE BUSINESS

2.1      PURCHASE AND SALE OF ASSETS

         Upon the terms and subject to the conditions of this Agreement and in
reliance on the representations and warranties contained herein, on the Closing
Date, Seller shall grant, bargain, sell, transfer, assign, convey and deliver to
Buyer, and Buyer shall purchase, acquire and accept from Seller, all of the
right, title and interest in, to and under the Purchased Assets that Seller
possesses and has the right to transfer as the same shall exist on the Closing
Date. For purposes of this Agreement, "PURCHASED ASSETS" shall mean all the
assets, properties and rights used by Seller, whether tangible or intangible,
real, personal or mixed, set forth or described in Sections 2.1(a) through
2.1(i), inclusive (except in each case for the Excluded Assets), whether or not
any of such assets, properties or rights have any value for accounting purposes
or are carried or reflected on or specifically referred to in Seller's financial
statements:

         (a)      the Principal Equipment and the Purchased Leased Equipment;

         (b)      the Fixtures and Supplies;

         (c)      the Purchased Inventory;

         (d)      the license grant to the Licensed Intellectual Property (but
                  only to the extent specifically set forth in the Intellectual
                  Property Agreement or the Supply Agreement);

         (e)      the Contracts;

         (f)      the Licenses;

         (g)      the Business Records; and


                                     - 10 -

                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>



         (h)      the Governmental Permits that are identified on SCHEDULE
                  2.1(h) but only to the extent that such Governmental Permits
                  are assignable or transferable to Buyer and not to the extent
                  that Buyer directs in writing Seller not to assign or transfer
                  the same (which Buyer agrees to do to the extent such
                  Governmental Permits are not required by Buyer by law).

2.2      EXCLUDED ASSETS

         Notwithstanding the provisions of Section 2.1, it is hereby expressly
acknowledged and agreed that the Purchased Assets shall not include, and Seller
is not selling, transferring, assigning, conveying or delivering to Buyer, and
Buyer is not purchasing, acquiring or accepting from Seller, the following (the
rights, properties and assets expressly excluded by this Section 2.2 or
otherwise excluded by the terms of Section 2.1 from the Purchased Assets being
referred to herein as the "EXCLUDED ASSETS"):

         (a)      any of Seller's or any of its Affiliate's receivables,  cash,
                  bank deposits or similar cash items or employee receivables;

         (b)      any Proprietary Information owned by Seller or any
                  Affiliate as of the Closing Date other than certain specified
                  rights in the Licensed Intellectual Property as expressly
                  provided under the Intellectual Property Agreement or the
                  Supply Agreement;

         (c)      any  (i) confidential  personnel records and medical records
                  (other than medical records relating to occupational health
                  and safety requirements and training records relating to
                  the Business Employees), subject to Section 2.6(a) below,
                  pertaining to any Business Employee; (ii) other books and
                  records that Seller or any Affiliate is required by Law to
                  retain or that Seller determines are necessary or advisable
                  to retain; PROVIDED, HOWEVER, that Buyer shall have the
                  right to make copies of any portions of such retained books
                  and records that relate to the Business or any of the
                  Purchased Assets; and (iii) any information management
                  system of Seller or any Affiliate other than those used
                  primarily in the conduct of the Business and contained
                  within computer hardware included as a Purchased Asset
                  pursuant to Section 2.1;

         (d)      any claim, right or interest of Seller or any Affiliate in or
                  to any refund, rebate, abatement or other recovery for Taxes,
                  together with any interest due thereon or penalty rebate
                  arising therefrom, for any periods prior to the Closing Date;

         (e)      all "Lucent Technologies" marked sales and marketing or
                  packaging materials, samples, prototypes, other similar Lucent
                  Technologies identified sales and marketing or packaging
                  materials and any marketing studies;

         (f)      the Excluded Contracts and the Nonassignable Licenses;

         (g)      any insurance policies or rights of proceeds thereof;


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                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>



         (h)      the Excluded Leased Equipment;

         (i)      the property or assets specifically identified on SCHEDULE
                  2.2(i);

         (j)      any of Seller's or any Affiliate's rights, claims or causes of
                  action against Third Parties relating to the assets,
                  properties, business or operations of Seller or any Affiliate
                  arising out of transactions occurring prior to, and including,
                  the Closing Date; and

         (k)      all other assets, properties, interests and rights of Seller
                  or any Affiliate not related primarily to the Business.

2.3      PURCHASE PRICE

         (a) In consideration of the sale, transfer, assignment, conveyance and
delivery by Seller of the Purchased Assets (other than the license grant of
Licensed Intellectual Property referred to in Section 2.1(e)) to Buyer, and in
addition to assuming the Assumed Liabilities, Buyer shall pay to Seller at the
Closing, $310,400,000 (as may be adjusted in accordance with this Section 2.3)
(the "PURCHASE PRICE"). The payment to be made by Buyer to Seller in respect of
the Purchase Price on the Closing Date shall be made in cash by wire transfer of
immediately available funds to an account designated by Seller's written
instructions to Buyer at least two (2) Business Days prior to Closing, prior to
the Closing Date. In addition to the foregoing, the Buyer shall pay to the
Seller at the Closing $68,240,000 of the payment made for the license grant of
Licensed Intellectual Property pursuant to Section 6.01 of the Intellectual
Property Agreement.

         (b) On the date which is five (5) Business Days prior to the Closing
Date (the "Cut-Off Date"), Seller shall prepare and deliver to Buyer an
unaudited balance sheet of the Business as of the Cut-Off Date substantially in
the form of the Initial Balance Sheet (the "CUT-OFF BALANCE SHEET"). Seller
agrees to deliver to Buyer all drafts of the Cut-Off Balance Sheet prepared by
Seller from and after the date hereof and prior to and in connection with the
preparation of the final Cut-Off Balance Sheet. Buyer shall be given full access
to the relevant records and working papers used by Seller to prepare the Cut-Off
Balance Sheet and Seller and Buyer shall jointly conduct a physical inventory of
the Principal Equipment and the Purchased Inventory prior to and in connection
with the preparation of the Cut-Off Balance Sheet. Within two (2) Business Days
of the last to occur of the following: (i) receipt of the Cut-Off Balance Sheet,
(ii) full access to the relevant records and working papers and (iii) the
conduct of the physical inventory of the Principal Equipment and the Purchased
Inventory, Buyer shall advise Seller whether it believes that the Cut-Off
Balance Sheet materially reflects the balance sheet of the Business as of the
Cut-Off Date. In the event Buyer agrees with the Cut-Off Balance Sheet, the
Purchase Price shall be adjusted to reflect the Net Asset Value as reflected on
the Cut-Off Balance Sheet (the "CUT-OFF NET ASSET VALUE"). In the event Buyer
disagrees with the Cut-Off Balance Sheet, the parties shall use their respective
best good faith efforts to resolve such disagreement within five (5) days of
receipt by Buyer of the Cut-Off Balance Sheet; PROVIDED, HOWEVER, that if the
parties cannot come to an agreement within such five (5) day period, then on the
Closing Date the Purchase Price shall be adjusted to reflect the Cut-Off Net
Asset Value.


                                     - 12 -

                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>


         (c) In the event that the parties cannot agree on the Cut-Off Net Asset
Value by the Closing Date, Buyer shall, within forty-five (45) days following
the Closing Date, give written notice to Seller of any proposed changes to be
made to the Cut-Off Balance Sheet or of its inability to confirm whether such
balance sheet has been prepared in a manner consistent with the preparation of
the Initial Balance Sheet (a "MATERIAL UNCERTAINTY"), describing the change or
Material Uncertainty and the basis for the change or Material Uncertainty in
reasonable detail. Failure to so notify Seller shall constitute acceptance and
approval of the Cut-Off Balance Sheet. If Seller agrees that a proposed change
is appropriate, the change shall be made to the Cut-Off Balance Sheet. If Seller
does not agree that any proposed change is appropriate, and Buyer and Seller
cannot agree on the treatment of the proposed change, the Seller and Buyer shall
select an auditor from a national certified public accounting firm, other than
the Seller's or the Buyer's external auditors, who shall decide if the change is
appropriate, and the Cut-Off Balance Sheet will be adjusted in accordance with
such auditor's decision. The balance sheet so adjusted shall be referred to as
the "CLOSING BALANCE SHEET." Buyer and Seller shall each pay one-half of the
reasonable fee charged by such auditor.

         (d) The Closing Balance Sheet shall include a calculation of the Net
Asset Value of the Business as of the Closing Date (such amount as set forth in
the Closing Balance Sheet, the "FINAL NET ASSET VALUE"). If the Cut-Off Net
Asset Value is less than the Final Net Asset Value by an amount in excess of $1
million, Buyer shall pay the amount by which the Final Net Asset Value exceeds
the Cut-Off Net Asset Value to Seller, and if the Cut-Off Net Asset Value is
greater than the Final Net Asset Value by an amount in excess of $1 million,
Seller shall pay the amount by which the Cut-Off Net Asset Value exceeds the
Final Net Asset Value to Buyer. Any such payment shall be made on or before
fifty (50) calendar days after the Closing Date, and any such payment shall be
considered an addition or reduction, as applicable, to the Purchase Price.

2.4      ASSUMED LIABILITIES

         On the Closing Date, Buyer shall execute and deliver to Seller the one
or more Assumption Agreements pursuant to which Buyer shall accept, assume and
agree to pay, perform or otherwise discharge, in accordance with the respective
terms and subject to the respective conditions thereof, the liabilities and
obligations of Seller pursuant to and under the Assumed Liabilities. "ASSUMED
LIABILITIES" shall mean all liabilities and obligations set forth in this
Section 2.4, whether or not any such obligation has a value for accounting
purposes or is carried or reflected on or specifically referred to in either
Seller's books or financial statements:

         (a)      the amount owed to Initially Transferred Employees in respect
                  of the accrued but unused vacation of such Initially
                  Transferred Employees assumed by Buyer in accordance with
                  Section 5.4(g);

         (b)      the liabilities and obligations arising on or after the
                  Closing Date under the transferred Contracts, Licenses and
                  Government Permits;

         (c)      the Permitted Encumbrances; and


                                     - 13 -

                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>



         (d)      the obligations and liabilities with respect to the Business
                  or the Purchased Assets, known or unknown, absolute or
                  contingent, arising on or after the Closing Date, and the
                  obligations and liabilities with respect to the Transferred
                  Employees arising on or after their Transfer Date, in each
                  case known or unknown, absolute or contingent.

2.5      EXCLUDED LIABILITIES

         Buyer shall not assume or be obligated to pay, perform or otherwise
assume or discharge any liabilities or obligations of Seller or any of its
Affiliates, whether direct or indirect, known or unknown, absolute or
contingent, except for the Assumed Liabilities (all of such liabilities and
obligations not so assumed being referred to herein as the "EXCLUDED
LIABILITIES").

2.6      FURTHER ASSURANCES; FURTHER CONVEYANCES AND ASSUMPTIONS; CONSENT OF
THIRD PARTIES

         (a) From time to time following the Closing, Seller hereby agrees to
make available, or to cause its Affiliates to make available, to Buyer
non-confidential data in personnel records of Transferred Employees as is
reasonably necessary for Buyer to transition such employees into Buyer's
records.

         (b) From time to time following the Closing, Seller and Buyer shall,
and shall cause their respective Affiliates to, execute, acknowledge and deliver
all such further conveyances, notices, assumptions, releases and acquittances
and such other instruments, and shall take such further actions, as may be
necessary or appropriate to assure fully to Buyer and its respective successors
or assigns, all of the properties, rights, titles, interests, estates, remedies,
powers and privileges intended to be conveyed to Buyer under this Agreement and
the Collateral Agreements and to assure fully to Seller and its Affiliates and
their successors and assigns, the assumption of the liabilities and obligations
intended to be assumed by Buyer under this Agreement and the Collateral
Agreements, and to otherwise make effective the transactions contemplated hereby
and thereby.

         (c) Nothing in this Agreement nor the consummation of the transactions
contemplated hereby shall be construed as an attempt or agreement to assign any
Purchased Asset, including any Contract, License, Governmental Permit,
certificate, approval, authorization or other right, which by its terms or by
Law is nonassignable without the consent of a Third Party or a Governmental Body
or is cancellable by a Third Party in the event of an assignment ("NONASSIGNABLE
ASSETS") unless and until such consents shall be given. Seller agrees, and
agrees to cause its Affiliates, to cooperate with Buyer at its request to use
reasonable commercial efforts to obtain such consents promptly; PROVIDED,
HOWEVER, that such cooperation shall not require Seller or any of its Affiliates
to remain secondarily liable or to make any payment to obtain any such consent
with respect to any Nonassignable Asset.

         (d) Buyer and Seller agree to use their respective reasonable
commercial efforts to obtain, or to cause to be obtained, any consent,
substitution, approval, or amendment


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                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>


required to novate all obligations under any and all Contracts or other
obligations or liabilities that constitute Assumed Liabilities or to obtain in
writing the unconditional release of Seller and its Affiliates so that, in any
such case, Buyer and its Affiliates shall be solely responsible for such
liabilities and obligations. To the extent permitted by applicable Law, in the
event consents to the assignment thereof cannot be obtained, such Nonassignable
Assets shall be held, as and from the Closing Date, by Seller or its Affiliates
in trust for Buyer and the covenants and obligations thereunder shall be
performed by Buyer in Seller's or one of its Affiliate's name and all benefits
and obligations existing thereunder shall be for Buyer's account. Seller shall
take or cause to be taken at Buyer's expense such action in its name or
otherwise as Buyer may reasonably request so as to provide Buyer with the
benefits of the Nonassignable Assets and to effect collection of money or other
consideration to become due and payable under the Nonassignable Assets, and
Seller or its Affiliates shall promptly pay over to Buyer all money or other
consideration received by it in respect to all Nonassignable Assets.

         (e) As of and from the Closing Date, Seller on behalf of itself and its
Affiliates authorizes Buyer, to the extent permitted by applicable Law and the
terms of the Nonassignable Assets, at Buyer's expense, to perform all the
obligations and receive all the benefits of Seller or its Affiliates under the
Nonassignable Assets and appoints Buyer its attorney-in-fact to act in its name
on its behalf or in the name of the applicable Affiliate of Seller and on such
Affiliate's behalf with respect thereto.

2.7      NO LICENSES

         Unless expressly set forth in the Intellectual Property Agreement or
the Supply Agreement, no title, right or license of any kind is granted to Buyer
pursuant to this Agreement with respect to Seller's or any of its Affiliate's
Proprietary Information, either directly or indirectly, by implication, by
estoppel or otherwise.

2.8      BULK SALES LAW

         Buyer hereby waives compliance by Seller with the requirements and
provisions of any "bulk-transfer" Laws of any jurisdiction, including Article 6
of the New York Commercial Code, that may otherwise be applicable with respect
to the sale of any or all of the Purchased Assets to Buyer.

2.9      TAXES

         (a) Buyer shall pay all applicable Taxes and all recording and filing
fees that may be imposed, assessed or payable by reason of the operation or as a
result of this Agreement including the sales, transfers, leases, rentals,
licenses, and assignments contemplated hereby, except for Seller's net income
and capital gains taxes or franchise or other taxes based on Seller's net
income.

         (b) Buyer shall be responsible for all Taxes attributable to, levied
upon or incurred in connection with the Purchased Assets pertaining to the
period (or that portion of the period) immediately beginning after the Closing
Date. Seller shall be responsible for all


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                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>



Taxes attributable to, levied upon or incurred in connection with the Purchased
Assets pertaining to the period (or that portion of the period) prior to or on
the Closing Date.

2.10     INVENTORY PUT-BACK

         In the event that any of the Purchased Inventory is not used by Buyer
in the period commencing on the first Business Day following the Closing Date
and ending on the first anniversary of the Closing Date to fulfill its
obligations to Seller under the Supply Agreement (other than Purchased Inventory
which has been or is required to be returned to or purchased by Seller pursuant
to the Supply Agreement) ("REMAINING PURCHASED INVENTORY"), Buyer shall have the
right to cause Seller to purchase up to ninety million dollars (US$90,000,000)
of the Remaining Purchased Inventory as specified below, upon providing Seller
with a notice setting forth the amount of such Remaining Purchased Inventory and
applicable purchase price. The purchase price of the Remaining Purchased
Inventory shall be equal to the purchase price paid by Buyer to Seller for the
Remaining Purchased Inventory hereunder, provided that the aggregate amount of
the purchase price payable by Seller to Buyer for the Remaining Purchased
Inventory under this Section 2.10 and Section 2.10 of the Columbus APA shall not
exceed ninety million dollars (US$90,000,000). Seller shall pay the purchase
price applicable to the Remaining Purchased Inventory no later than ten (10)
Business Days following the receipt of the aforementioned notice.

3.       REPRESENTATIONS AND WARRANTIES OF SELLER

         Seller represents and warrants to Buyer that:

3.1      ORGANIZATION AND QUALIFICATION

         Seller is a corporation duly organized, validly existing and in good
standing under the Laws of the State of Delaware and has all requisite corporate
power and authority to carry on the Business as currently conducted and to own
or lease and operate the Purchased Assets. Seller is duly qualified to do
business and is in good standing as a foreign corporation (in any jurisdiction
that recognizes such concept) in each jurisdiction where the ownership or
operation of the Purchased Assets or the conduct of the Business requires such
qualification, except for failures to be so qualified or in good standing, as
the case may be, that, individually or in the aggregate, could not reasonably be
expected to have a Material Adverse Effect.

3.2      AUTHORIZATION; BINDING EFFECT

         (a) Seller has all requisite corporate power and authority to execute
and deliver this Agreement and the Collateral Agreements to which it will be a
party and to effect the transactions contemplated hereby and thereby and has
duly authorized the execution, delivery and performance of this Agreement and
the Collateral Agreements to which it will be a party by all requisite corporate
action.

         (b) This Agreement has been duly executed and delivered by Seller and
this Agreement is, and the Collateral Agreements when duly executed and
delivered by Seller


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                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>


will be, valid and legally binding obligations of Seller, enforceable against it
in accordance with their respective terms, except to the extent that enforcement
of the rights and remedies created hereby and thereby may be affected by
bankruptcy, reorganization, moratorium, insolvency and similar Laws of general
application affecting the rights and remedies of creditors and by general equity
principles.

3.3      NON-CONTRAVENTION; CONSENTS

         (a) Assuming that all Required Consents listed in SCHEDULE 3.3(b) have
been obtained, the execution, delivery and performance of this Agreement by
Seller and the Collateral Agreements by Seller and the consummation of the
transactions contemplated hereby and thereby do not and will not: (i) result in
a breach or violation of any provision of Seller's charter or by-laws (ii)
violate or result in a breach of or constitute an occurrence of default under
any provision of, result in the acceleration or cancellation of any obligation
under, or give rise to a right by any party to terminate or amend its
obligations under, any mortgage, deed of trust, conveyance to secure debt, note,
loan, indenture, lien, lease, license agreement, instrument, order, judgment,
decree or other arrangement or commitment to which Seller is a party or by which
it is bound and which relates to the Business or the Purchased Assets, which
violation, breach or default, individually or in the aggregate, could reasonably
be expected to have a Material Adverse Effect or (iii) violate any order,
judgment, decree, rule or regulation of any court or any Governmental Body
having jurisdiction over Seller or the Purchased Assets, and which violation,
individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect.

         (b) No consent, approval, order or authorization of, or registration,
declaration or filing with, any Person is required to be obtained by Seller in
connection with the execution and delivery of this Agreement and the Collateral
Agreements to which Seller will be a party or for the consummation of the
transactions contemplated hereby or thereby by Seller, except for (i) any
filings required to be made under the HSR Act and any applicable filings
required under foreign antitrust Laws, (ii) consents or approvals of Third
Parties that are required to transfer or assign to Buyer any Purchased Assets
which are material to the Business or assign the benefits of or delegate
performance with regard thereto as identified on SCHEDULE 2.1(f) and SCHEDULE
3.9, (iii) those set forth in SCHEDULE 3.3(b) (items (i), (ii) and (iii) being
referred to herein as the "REQUIRED CONSENTS"), and (iv) such consents,
approvals, orders, authorizations, registrations, declarations or filings where
failure of compliance, individually or in the aggregate, could not reasonably be
expected to have a Material Adverse Effect.

3.4      TITLE TO PROPERTY; PRINCIPAL EQUIPMENT; SUFFICIENCY OF ASSETS

         (a) Seller has and at the Closing will have good and valid title to,
or a valid and binding leasehold interest or license in, all real and personal
tangible Purchased Assets free and clear of any Encumbrance except for Permitted
Encumbrances.

         (b) Each material item of Principal Equipment is in reasonable
operating condition, in light of its respective age, for the purposes for which
it is currently being used, but is otherwise being transferred on a "where is"
and, as to condition, "as is" basis.


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                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>



         (c) Except for (i) the assets that will be used in connection with
providing services under the Transition Services Agreement, and (ii) the
Excluded Assets, the Purchased Assets and the Business Employees and the rights
to be acquired under this Agreement and the Collateral Agreements (including the
services to be provided pursuant to the Transition Services Agreement)
constitute all assets, personnel and rights that are used in and are necessary
to conduct the Business as currently conducted by Seller. In the event this
Section 3.4(c) is breached because Seller has failed to identify, transfer or
license any assets, properties or Proprietary Information or provide any
services used in the Business, such breach shall be deemed cured if Seller
promptly transfers such properties or assets, licenses such Proprietary
Information or provides such services to Buyer, and Buyer shall have no further
remedy with respect thereto other than with respect to losses that arise prior
to such transfer, license or provision of services.

3.5      PERMITS, LICENSES

         (a) Except as set forth on SCHEDULE 2.1(h), there are no material
Governmental Permits necessary for or used by Seller to operate the Business as
now being operated or to use or occupy the Premises, which Governmental Permits
are required by currently effective Laws.

         (b) Each Governmental Permit identified on SCHEDULE 2.1(h) is valid and
in full force and effect, and Seller is not in default or breach thereof other
than any such default or breach which, individually or in the aggregate, could
not reasonably be expected to have a Material Adverse Effect. To Seller's
knowledge, no proceeding is pending or threatened to revoke or limit any such
Governmental Permit. Seller has provided to Buyer a true and complete copy of
each such Governmental Permit, including all amendments thereto.

3.6      REAL ESTATE

         (a) SCHEDULE 3.6(a) contains a complete and accurate list of the
Premises. Seller has good and valid title to the Premises. Except as set forth
on SCHEDULE 3.6(a), none of such Premises are subject to any Encumbrance except
for Permitted Encumbrances.

         (b) To Seller's knowledge, except as disclosed in SCHEDULE 3.6(b), all
buildings, structures, improvements and appurtenances situated on the Premises
are in reasonably good operating condition and in a state of reasonably good
maintenance and repair and are adequate and suitable in all material respects
for the purposes for which they are currently being used, and Seller has
adequate rights of ingress and egress for the operation of the Business in the
ordinary course. To Seller's knowledge, except as disclosed in SCHEDULE 3.6(b),
none of such buildings, structures, improvements or appurtenances (or any
equipment thereon), nor the operation or maintenance thereof, violates any
restrictive covenant or any provision of any applicable Law or encroaches on any
property owned by any Third Party.

         (c) To Seller's knowledge, except as disclosed in SCHEDULE 3.6(c):

             (i)           no material alteration, repair, improvement or other
                           work has been ordered, directed or requested in
                           writing to be done or performed to or


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                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>



                           in respect of the Premises or to any of the plumbing,
                           heating, elevating, water, drainage or electrical
                           systems, fixtures or works by any Governmental Body,
                           which material alteration, repair, improvement or
                           other work has not been completed, and to Seller's
                           knowledge, written notification has not been given to
                           it of any such outstanding work being ordered,
                           directed or requested, other than those which have
                           been complied with;

             (ii)          all accounts for work and services performed and
                           materials placed or furnished upon or in respect of
                           the Premises at the request of Seller have been paid
                           and satisfied in all material respects, and no Person
                           is entitled to claim an Encumbrance against the
                           Premises or any part thereof, other than for current
                           accounts in respect of which the payment due date has
                           not yet passed;

             (iii)         there is nothing material owing in respect of the
                           Premises by Seller to any Governmental Body or to any
                           other entity owning or operating a public utility for
                           water, gas, electrical power or energy, steam or hot
                           water, or for the use thereof, other than current
                           accounts in respect of which the payment due date has
                           not yet passed; and

             (iv)          no part of the Premises has been taken or
                           expropriated by any Governmental Body, nor has any
                           notice or proceeding in respect thereof been given or
                           commenced.

3.7      COMPLIANCE WITH LAWS; LITIGATION

         (a) Except as set forth on SCHEDULE 3.7(a), with respect to the
Business conducted by it, Seller is in compliance in all material respects with
all applicable Laws and all decrees, orders, judgments, permits and licenses of
or from Governmental Bodies except for failures to comply that, individually or
in the aggregate, could not reasonably be expected to have a Material Adverse
Effect.

         (b) Except as set forth on SCHEDULE 3.7(b), there are no actions,
suits, proceedings or governmental investigations pending or, to Seller's
knowledge, threatened against it that, individually or in the aggregate, could
be reasonably expected to have a Material Adverse Effect.

3.8      BUSINESS EMPLOYEES

         (a) SCHEDULE 3.8(a) contains a complete and accurate list of all the
Business Employees as of the date specified on such list, showing for each
Business Employee the position held and aggregate annual compensation (including
bonuses and commissions) for Seller's last fiscal year. Except as set forth on
SCHEDULE 3.8(a), none of the Business Employees is covered by any union,
collective bargaining or other similar labor agreements. On or before the
Transfer Date for each Subsequently Transferred Employee Seller shall


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                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>


provide Buyer with such Subsequently Transferred Employee's position held and
aggregate annual compensation (including bonuses and commissions) for Seller's
last fiscal year.

         (b) Except as set forth in SCHEDULE 3.8(b), with respect to all
Business Employees, Seller does not currently maintain, contribute to or have
any liability under any Benefit Plan. With respect to each of the Benefit Plans
identified on SCHEDULE 3.8(b), Seller has made available to Buyer true and
complete copies of the most recent summary plan or other written description.
Each Benefit Plan listed on SCHEDULE 3.8(b) has been operated in material
compliance with applicable law, including ERISA. Each Benefit Plan which is an
"employee pension benefit plan" within the meaning of Section 3(2) of ERISA
("PENSION PLAN") and which is intended to be qualified under Section 401(a) of
the Code, has received a favorable determination letter from the Internal
Revenue Service with respect to "TRA" (as defined in Section 1 of Rev. Proc.
93-39), and Seller is not aware of any circumstances likely to result in
revocation of any such favorable determination letter. Except as disclosed on
SCHEDULE 3.8(b), Seller does not have any obligations for retiree health and
life benefits under any Benefit Plan or has ever represented, promised or
contracted (whether in oral or written form) to any employee(s) that such
employee(s) would be provided with retiree health or life benefits.

         (c) Except as disclosed in SCHEDULE 3.7(b), as relates to the Business,
there is not presently pending or existing, and to Seller's knowledge there is
not threatened, (i) any strike, slowdown, picketing, or work stoppage, (ii) any
application for certification of a collective bargaining agent and (iii) any
grievance proceeding threatened or initiated by the Represented Employees, which
grievance proceeding could reasonably be expected to have a Material Adverse
Effect on the Business or a material adverse effect on the operation of the
Business after the Closing Date.

3.9      CONTRACTS

         SCHEDULE 3.9 contains a complete and accurate list of all outstanding
Contracts that would require over the full term thereof payments by or to Seller
of more than $250,000 (the "MATERIAL CONTRACTS"). Each of such Material
Contracts is valid, binding and enforceable against Seller and, to Seller's
knowledge, the other parties thereto in accordance with its terms and is in full
force and effect. Except as set forth on SCHEDULE 3.9, Seller has performed, in
all material respects, all of the obligations required by it and is not in
default or alleged to be in default in respect of, any Material Contract. Except
as set forth on SCHEDULE 3.9, Seller has not received any notice that it is in
default or breach of or is otherwise delinquent in performance under any such
Material Contracts which default or breach could reasonably be expected to have
a Material Adverse Effect, and, to Seller's knowledge, each of the other parties
thereto has performed in all material respects all obligations required to be
performed by it under, and is not in default in any material respect under, any
of such Material Contracts and no event has occurred that, with notice or lapse
of time, or both, would constitute such a default. Each of the outstanding
Contracts that is (i) not a Material Contract and (ii) which would require over
the full term thereof payments by or to Seller of more than $20,000, is valid,
binding and enforceable against Seller and, to Seller's knowledge, the other
parties thereto in accordance with its terms, and is in full force


                                     - 20 -

                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>


and effect, in each case except where the failure of any such Contract to be
valid, binding and enforceable or in full force and effect, individually or in
the aggregate, could not reasonably be expected to have a Material Adverse
Effect. For purposes of this Section 3.9 only (other than with respect to the
first sentence of this Section 3.9), Material Contracts will also include such
Licenses which would require over the full term thereof payments by or to Seller
of more than $250,000.

3.10     ENVIRONMENTAL MATTERS

         Except as may be set forth in SCHEDULE 3.10 and in respect of the
Business and the Purchased Assets:

         (a)      the operations of the Business and the Premises comply in all
                  material respects with all applicable Environmental Laws;

         (b)      Seller has obtained all environmental, health and safety and
                  other Environmental Law required Governmental Permits
                  necessary for its operations, and all such Governmental
                  Permits are in good standing and Seller is in compliance with
                  all terms and conditions of such Governmental Permits except
                  where the failure to obtain, maintain in good standing or be
                  in compliance with, such Governmental Permits, individually or
                  in the aggregate, could not reasonably be expected to have a
                  Material Adverse Affect;

         (c)      neither the Business nor any of the Premises included in the
                  Purchased Assets or the operations of the Business, is subject
                  to any on-going investigation, of which Seller has been
                  notified, or other proceedings by, order from or agreement
                  with any Person respecting (i) any Environmental Law, or (ii)
                  any remedial action arising from the release or threatened
                  release of a Hazardous Substance into the environment;

         (d)      Seller, in respect of the Business, has filed all notices
                  required to be filed under any Environmental Law indicating
                  past or present treatment, storage or disposal of a Hazardous
                  Substance or reporting a spill or release of a Hazardous
                  Substance into the environment except where the failure to
                  file any such notices could not reasonably be expected to have
                  a Material Adverse Effect;

         (e)      to Seller's knowledge, there are no aboveground or underground
                  storage tanks on or in any Premises included in the Purchased
                  Assets;

         (f)      to Seller's knowledge, Seller has not received any written
                  notice to the effect that it is or may be liable to any Person
                  as a result of the release or threatened release of a
                  Hazardous Substance; and

         (g)      Seller has (i) delivered to Buyer true and complete copies of
                  all material asbestos and other environmental and occupational
                  health and safety reports


                                     - 21 -

                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>


                  and documents disclosing or relating to the presence of
                  asbestos or other Hazardous Substances in, on, under or from
                  the Premises and (ii) provided Buyer the opportunity to copy
                  or inspect all material environmental and occupational health
                  and safety reports and other documents pertaining to, and
                  purporting to describe, environmental, health and safety
                  matters with respect to the Business.

3.11     FINANCIAL STATEMENT; ABSENCE OF CHANGES

         (a) The unaudited balance sheet attached hereto as SCHEDULE 3.11 (the
"Initial Balance Sheet") with respect to the Business fairly present in all
material respects the material assets of the Business as of June 30, 2001 and
has been prepared according to U.S. GAAP and is based on the internal accounting
principles used historically by Seller. The statement of costs for fiscal 2000
contained in the Descriptive Memorandum, dated March 14, 2001, provided by
Seller to Buyer in connection with the sale of the Business presents fairly in
all material respects the costs incurred by the Business for the period referred
to therein and has been prepared based on the internal accounting principles
used historically by Seller.

         (b) Except as set forth on SCHEDULE 3.11, since June 30, 2001, Seller
has conducted and operated the Business in the ordinary course and the Business
has not suffered any change that, individually or in the aggregate, could
reasonably be expected to have a Material Adverse Affect.

3.12     INTELLECTUAL PROPERTY

         (a) Seller or Lucent Technologies GRL Corporation ("Lucent GRL") owns
or has a valid right to grant the licenses in all of the Licensed Intellectual
Property.

         (b) Except as set forth on SCHEDULE 3.12(b), no litigation has been
instituted or is pending, or, to the knowledge of Seller's Intellectual Property
Law Group, has been threatened in writing which challenge the rights of Seller
or any Subsidiary in respect of the Licensed Intellectual Property, excluding
immaterial assertions of rights which have not been presented in the form of a
specific claim or demand, with respect to the operation of the Business by
Seller or the Subsidiaries as of the date hereof with respect to the Purchased
Assets. To the knowledge of Seller's Intellectual Property Law Group, SCHEDULE
3.12(b) sets forth a list of all notices or claims received by and suits or
proceedings pending or, which have been threatened in writing against Seller,
which notices, claims, suits or proceedings assert infringement or
misappropriation of any intellectual property rights of a Third Party as a
result of any activities of Seller at the Premises, excluding immaterial
assertions of rights which have not been presented in the form of a specific
claim or demand, with respect to the operation of the Business by Seller or the
Subsidiaries as of the date hereof with respect to the Purchased Assets.

         (c) At the Closing, Seller or Lucent GRL will provide, by licenses to
Buyer and/or one or more of Buyer's Affiliates, in accordance with the
Intellectual Property Agreement, all of the Proprietary Information owned by
Seller or any of its Affiliates as of


                                     - 22 -

                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>



the Closing Date and which Seller or its Affiliates has a right to license which
is necessary for Buyer or its Affiliates to manufacture, test, service and/or
repair Lucent Products (as defined in the Intellectual Property Agreement) or is
used in or necessary to conduct the Business as currently conducted by Seller.
In the event this Section 3.12(c) is breached because Seller has failed to
license any such Proprietary Information, such breach shall be deemed cured if
Seller promptly licenses such Proprietary Information and Buyer shall have no
further remedy with respect thereto other than with respect to losses that arise
prior to such license. Notwithstanding the foregoing, under no circumstances
shall Seller be required to grant to Buyer a license, right, or other permission
to use the trademarks "Lucent," "Lucent Technologies," "Bell Labs" or the Lucent
Innovation Ring logo.

3.13     BROKERS

         Other than J.P. Morgan Securities Inc. and PricewaterhouseCoopers, the
fees and expenses of which will be paid by Seller, no broker, investment banker,
financial advisor or other Person is entitled to any broker's, finder's,
financial advisor's or other similar fee or commission in connection with the
transactions contemplated by this Agreement based upon arrangements made by or
on behalf of Seller or any Affiliate.

3.14     INVENTORY

         The Inventory as reflected in the Initial Balance Sheet (i) is stated
at book value, and (ii) is of quality and quantity usable or saleable in the
ordinary course of the Business, except for obsolete items and items of
below-standard quality that have been written down in the Initial Balance Sheet
to net realizable values.

3.15     FULL DISCLOSURE

         Neither this Agreement nor any document to be delivered by Seller nor
any certificate, report, statement or other document furnished by Seller
pursuant to the terms of this Agreement contains or will contain any untrue
statement of a material fact or omits or will omit to state a material fact
necessary to make the statements contained herein or therein not misleading.

3.16     PROJECTIONS

         Seller has delivered to Buyer the financial projections (which are
attached hereto as SCHEDULE 3.16) (the "Projections"). The Projections were
prepared by Seller for its internal use. Seller makes no representation or
warranty regarding the accuracy of the Projections or whether such projected
results may be achieved, but does represent and warrant to Buyer that the
Projections were prepared in good faith based on assumptions believed by Seller
to be reasonable based on Seller's current outlook for Seller's business for the
period of time covered by the Projections.


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                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>



3.17     NO OTHER REPRESENTATIONS OR WARRANTIES

         Except for the representations and warranties contained in this Section
3, none of Seller, any Affiliate or any other Person makes any representations
or warranties, and Seller hereby disclaims any other representations or
warranties, whether made by Seller or any Affiliate, or any of their officers,
directors, employees, agents or representatives, with respect to the execution
and delivery of this Agreement or any Collateral Agreement, the transactions
contemplated hereby or the Business, notwithstanding the delivery or disclosure
to Purchaser or its representatives of any documentation or other information
with respect to any one or more of the foregoing. Notwithstanding anything to
the contrary herein, no representation or warranty contained in this Section 3
is intended to, or do, cover or otherwise pertain to any assets that are not
included in the Purchased Asset or any liabilities that are not included in the
Assumed Liabilities.

4.       REPRESENTATIONS AND WARRANTIES OF BUYER

         Buyer represents and warrants to Seller that:

4.1      ORGANIZATION AND QUALIFICATION

         Buyer is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware, and Buyer has all requisite
corporate power and authority to carry on its business as currently conducted
and to own or lease and operate its properties. Buyer is duly qualified to do
business and is in good standing as a foreign corporation (in any jurisdiction
that recognizes such concept) in each jurisdiction where the ownership or
operation of its assets or the conduct of its business requires such
qualification, except for failures to be so qualified or in good standing, as
the case may be, that, individually or in the aggregate, could not reasonably be
expected to have a material adverse effect on Buyer's business taken as a whole.

4.2      AUTHORIZATION; BINDING EFFECT

         (a) Buyer has all requisite corporate power and authority to execute
and deliver this Agreement and the Collateral Agreements to which it shall be a
party and to effect the transactions contemplated hereby and thereby and has
duly authorized the execution, delivery and performance of this Agreement and
the Collateral Agreements to which it shall be a party by all requisite
corporate action.

         (b) This Agreement has been duly executed and delivered by Buyer and
this Agreement is, and the Collateral Agreements when duly executed and
delivered by Buyer will be, valid and legally binding obligations of Buyer,
enforceable against it in accordance with their terms, except to the extent that
enforcement of the rights and remedies created hereby and thereby may be
affected by bankruptcy, reorganization, moratorium, insolvency and similar Laws
of general application affecting the rights and remedies of creditors and by
general equity principles.


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                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>



4.3      NO VIOLATIONS

         (a) The execution, delivery and performance of this Agreement and the
Collateral Agreements by Buyer and the consummation of the transactions
contemplated hereby and thereby do not and will not (i) result in a breach or
violation of any provision of Buyer's charter or by-laws, (ii) violate or result
in a breach of or constitute an occurrence of default under any provision of,
result in the acceleration or cancellation of any obligation under, or give rise
to a right by any party to terminate or amend its obligations under, any
material mortgage, deed of trust, conveyance to secure debt, note, loan,
indenture, lien, lease, license, agreement, instrument, order, judgment, decree
or other material arrangement or commitment to which Buyer is a party or by
which it or its assets or properties are bound, or (iii) violate any material
order, judgment, decree, rule or regulation of any court or any Governmental
Body having jurisdiction over Buyer or any of its properties.

         (b) Except as set forth on SCHEDULE 4.3(b), no consent, approval,
order or authorization of, or registration, declaration or filing with, any
Person is required to be obtained by Buyer in connection with the execution and
delivery of this Agreement and the Collateral Agreements or the consummation of
the transactions contemplated hereby or thereby other than (i) any filings
required to be made under the HSR Act and any applicable filings required under
foreign antitrust Laws, and (ii) such consents, approvals, orders,
authorizations, registrations, declarations or filings where failure of
compliance would not, individually or in the aggregate, could not reasonably be
expected to have a material adverse effect on Buyer's ability to consummate the
transactions contemplated hereby.

4.4      BROKERS

         No broker, investment banker, financial advisor or other Person is
entitled to any broker's, finder's, financial advisor's or other similar fee or
commission in connection with the transactions contemplated by this Agreement
based on arrangements made by or on behalf of Buyer or an Affiliate.

4.5      NO OTHER SELLER REPRESENTATIONS AND WARRANTIES

         (a) With respect to the Purchased Assets, the Business, or any other
rights or obligations to be transferred hereunder or under the Collateral
Agreements or pursuant hereto or thereto, Buyer has not been induced by and has
not relied upon any representations, warranties or statements, whether express
or implied, made by Seller, any Affiliate, or any agent, employee, attorney or
other representative of Seller or by any Person representing or purporting to
represent Seller that are not expressly set forth in this Agreement or in the
Collateral Agreements (including the Schedules and Exhibits hereto and thereto),
whether or not any such representations, warranties or statements were made in
writing or orally.

         (b) Buyer acknowledges that it has made its own assessment of the
future of the Business and is sufficiently experienced to make an informed
judgment with respect thereto; provided that this shall not be construed in any
way to mitigate or otherwise affect the representations and warranties made by
Seller hereunder or under the Collateral Agreements or pursuant hereto or
thereto, all of which shall continue to survive in full force and effect for


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                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>


the benefit of Buyer in accordance with the terms hereof and thereof. Buyer
further acknowledges that, except as expressly set out in Section 3.16, neither
Seller nor any Affiliate has made any warranty, express or implied, as to the
future of the Business or its profitability for Buyer, or with respect to any
forecasts, projections or business plans prepared by or on behalf of Seller and
delivered to Buyer in connection with the Business and the negotiation and the
execution of this Agreement.

         (c) To the extent reasonably apparent from its context, disclosure by
Seller on any one Schedule delivered pursuant to this Agreement following the
date hereof and until the Closing Date in accordance with Section 5.12, shall be
disclosure as to all such Schedules and, to the extent such disclosure conflicts
with any representation, warranty or covenant of Seller, Seller shall have no
liability for breach of any such representation, warranty or covenant relating
to such conflicts; provided, in the event that any Schedule delivered pursuant
to this Agreement is modified, Seller shall use reasonable efforts to provide
Buyer with such modified Schedule in a reasonably timely manner and in any event
Seller shall provide Buyer with such modified Schedules no later than the fifth
Business Day prior to the Closing Date.

4.6      SUFFICIENCY OF FUNDS

         Buyer (i) has funds available to pay the Purchase Price and any
expenses incurred by Buyer in connection with the transactions contemplated by
this Agreement; (ii) has the resources and capabilities (financial or otherwise)
to perform hereunder and under the Collateral Agreements; and (iii) has not
incurred any obligation, commitment, restriction or liability of any kind,
absolute or contingent, present or future, which would impair or adversely
affect such resources and capabilities.

5.       CERTAIN COVENANTS

5.1      ACCESS AND INFORMATION

         (a) Seller will give, and cause its Affiliates to give, to Buyer and
to its officers, employees, accountants, counsel, environmental consultants and
other representatives reasonable access during Seller's or the applicable
Affiliate's normal business hours throughout the period prior to the Closing to
all of Seller's or the applicable Affiliate's properties, books, contracts,
commitments, reports of examination and records (excluding confidential portions
of personnel records) directly relating to the Business or the Purchased Assets
(but excluding the Excluded Assets and Excluded Liabilities (other than those
relating to environmental or occupational health and safety matters) and subject
to any limitations that are reasonably required to preserve any applicable
attorney-client privilege or Third-Party confidentiality obligation). Seller
shall assist, and cause its Affiliates to assist, Buyer in making such
investigation and shall cause its counsel, accountants, engineers, consultants
and other non-employee representatives to be reasonably available to Buyer for
such purposes; IT BEING UNDERSTOOD that Buyer shall reimburse Seller or the
applicable Affiliate promptly for reasonable and necessary out of pocket
expenses incurred by Seller or any Affiliate in complying with any such request
by or on behalf of Buyer. In accordance with and subject to the foregoing,
Seller shall permit environmental consultants retained by Buyer


                                     - 26 -

                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>


to conduct reasonable environmental studies of the Premises. In accordance
with and subject to the foregoing, Seller shall permit environmental
consultants retained by Buyer to conduct environmental studies of the
Premises that are recommended by such consultants (including reasonable
intrusive environmental investigations where so recommended) on a basis that
does not interfere unreasonably with the ongoing operations of the Business.
Seller shall have the right to review Buyer's plans for environmental
studies/investigations and shall provide prompt comments. Buyer shall provide
Seller with a copy of any report(s) resulting from Buyer's environmental
studies/investigations which shall be subject to the same confidentiality
obligations as the Reports are in Section 5.10. Seller shall not be bound by
any conclusions or recommendations or findings of Buyer's consultants'
studies/investigations but such shall constitute non-exclusive evidence of
the information, findings, conclusions and recommendations therein. When
Buyer's studies/investigations are completed, Buyer shall at its expense
reasonably restore the Premises to a state not materially worse than its
previous condition.

         (b) After the Closing Date, Seller and Buyer will provide, and will
cause their respective Affiliates to provide, to each other and to their
respective officers, employees, counsel and other representatives, upon request
(subject to any limitations that are reasonably required to preserve any
applicable attorney-client privilege or Third-Party confidentiality obligation),
reasonable access for inspection and copying of all Business Records,
Governmental Permits, Licenses, Contracts and any other information existing as
of the Closing Date and relating to the Business or the Purchased Assets, and
will make their respective personnel reasonably available for interviews,
depositions and testimony in any legal matter concerning transactions,
operations or activities relating to the Business or the Purchased Assets, and
as otherwise may be necessary or desirable to enable the party requesting such
assistance to: (i) comply with reporting, filing or other requirements imposed
by any foreign, local, state or federal court, agency or regulatory body; (ii)
assert or defend any claims or allegations in any litigation or arbitration or
in any administrative or legal proceeding other than claims or allegations that
one party to this Agreement has asserted against the other; or (iii) subject to
clause (ii) above, perform its obligations under this Agreement. The party
requesting such information or assistance shall reimburse the other party for
all reasonable out-of-pocket costs and expenses incurred by such party in
providing such information and in rendering such assistance. The access to
files, books and records contemplated by this Section 5.1(b) shall be during
normal business hours and upon not less than two (2) Business Days' prior
written request by or on behalf of Buyer and shall be subject to such reasonable
limitations as the party having custody or control thereof may impose to
preserve the confidentiality of information contained therein.

         (c) Buyer agrees to preserve all Business Records, Licenses and
Governmental Permits relating to the period ending on the Closing Date and to
the extent transferred to Buyer for at least seven (7) years after the Closing
Date. After this seven-year period and at least ninety (90) days prior to the
planned destruction of any Business Records, Licenses or Governmental Permits,
Buyer shall notify Seller in writing and shall make available to Seller, upon
its request, such Business Records, Licenses and Governmental Permits. Buyer
further agrees that, to the extent Business Records, Licenses or Governmental
Permits are placed in


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                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>


storage, they will be indexed in such a manner as to make individual document
retrieval possible in an expeditious manner as is reasonably practicable under
the circumstances.

5.2      CONDUCT OF BUSINESS

         From and after the date of this Agreement and until the Closing Date,
except as set forth on SCHEDULE 5.2 or as otherwise contemplated by this
Agreement or the Schedules hereto or as Buyer shall otherwise consent to in
writing, Seller, with respect to the Business:

         (a)      will carry on the Business in the ordinary course consistent
                  with past practice;

         (b)      will not permit, other than in the ordinary course of business
                  consistent with past practice or as may be required by Law or
                  a Governmental Body, all or any of the Purchased Assets (real
                  or personal, tangible or intangible) presently and actively
                  used in the operation of the Business to be sold, licensed or
                  subjected to any Encumbrance (other than a Permitted
                  Encumbrance granted in the ordinary course of business);

         (c)      will not acquire, sell, lease, license, transfer or dispose of
                  any asset that would otherwise be a Purchased Asset except in
                  the ordinary course of business consistent with past practice;

         (d)      will not terminate or materially extend or materially modify
                  any Material Contract except in the ordinary course of
                  business consistent with past practice; provided however that
                  Seller shall provide written notice to Buyer prior to or
                  promptly following any such termination, extension or
                  modification;

         (e)      will not do any other act which would cause any representation
                  or warranty of Seller in this Agreement to be or become untrue
                  in any material respect or intentionally omit to take any
                  action necessary to prevent any such representation or
                  warranty from being untrue in any material respect at such
                  time; or

         (f)      will not enter into any agreement or commitment with respect
                  to any of the foregoing.

5.3      TAX REPORTING AND ALLOCATION OF CONSIDERATION

         (a) Seller and Buyer acknowledge and agree that (i) Seller will be
responsible for and will perform all Tax withholding, payment and reporting
duties with respect to any wages and other compensation paid by Seller to any
Business Employee in connection with operating the Business prior to or on the
Closing Date, and (ii) Buyer will be responsible for and will perform all Tax
withholding, payment and reporting duties with respect to any wages and other
compensation paid by Buyer to any Transferred Employee in connection with
operating the Business after the Closing Date.


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                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>



         (b) Seller and Buyer recognize their mutual obligations pursuant to
Section 1060 of the Code to timely file IRS Form 8594 (the "ASSET ACQUISITION
STATEMENT") with each of their respective federal income tax returns.
Accordingly, Seller and Buyer shall, no later than thirty (30) days after the
Purchase Price adjustment pursuant to Section 2.3(b)(iii), if any, has been
agreed upon, attempt in good faith to (i) enter into a Purchase Price allocation
agreement providing for the allocation of the Purchase Price among the Purchased
Assets consistent with the provisions of Section 1060 of the Code and the
Treasury Regulations thereunder and (ii) cooperate in the preparation of the
Asset Acquisition Statement in accordance with clause (i) of this paragraph for
timely filing with each of their respective federal income tax returns. If
Seller and Buyer shall have agreed on a Purchase Price allocation and an Asset
Acquisition Statement, Seller and Buyer shall file the Asset Acquisition
Statement in the form so agreed and neither Seller nor Buyer shall take a Tax
position which inconsistent with such Purchase Price allocation.

5.4 BUSINESS EMPLOYEES

         (a) Buyer shall make offers of employment to all Business Employees
listed on Schedule 5.4 on the Closing Date, or such later date within six (6)
months of the Closing Date (except to the extent required by Law) on which those
individuals absent due to vacation, holiday, illness, leave of absence or
disability present themselves for full-time employment with Buyer. The Business
Employees listed on Schedule 3.8(a) who accept such offers of employment shall
be referred to as "Initially Transferred Employees". Other employees of Seller
employed in the Business shall be made available by Seller to Buyer after the
Closing Date in accordance with the terms of the Business Services Agreement and
may be hired by the Buyer in its discretion upon the termination of the Business
Services Agreement. Any such employee hired by Buyer shall be referred to as a
"Subsequently Transferred Employee", and Initially Transferred Employees and
Subsequently Transferred Employees shall be referred to as "Transferred
Employees". The date on which a Transferred Employee's employment with Buyer is
effective shall be the "Transfer Date".

         (b) Buyer shall provide for a total compensation package of salary,
bonus opportunity and benefits (on an aggregate basis) to each Transferred
Employee which is substantially similar to that offered by Buyer to similarly
situated employees of Buyer, excepting only those Transferred Represented
Employees whose terms and conditions of employment may be governed by a
collective bargaining agreement negotiated between Buyer and the Union on or
before the commencement of their employment. Employment by Buyer of the
Transferred Represented Employees following their respective Transfer Dates
shall be on terms and conditions consistent with the collective bargaining
agreements entered into by Buyer and the Union, with such changes in such terms
and conditions as agreed to by such parties. Buyer's 401(k) plan, severance
plan, active medical, retiree medical (except for Transferred Employees who are
eligible for benefits under Seller's retiree medical plan as of their respective
Transfer Dates), dental, long term disability and life insurance programs, and
paid time off policy shall recognize for each Transferred Employee who is a
Non-Represented Employee, and Buyer's 401(k) plan, long term disability program,
and paid time off policy shall recognize for each Transferred Employee who is a
Represented Employee, all service with Seller, including service with
predecessor employers that was recognized by


                                     - 29 -

                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>


Seller and any prior unbridged service with Seller, for purposes of determining
eligibility to participate, vesting, pre-existing condition elimination period,
and for any schedule of benefits based on service. Buyer will continue to
provide relocation assistance to those Transferred Employees receiving it as of
their respective Transfer Dates and tuition assistance to those Transferred
Employees who are receiving such benefits as of their respective Transfer Dates
for the current academic session, excepting only those Transferred Represented
Employees whose entitlement to such tuition or relocation assistance may have
been altered or eliminated by a collective bargaining agreement negotiated
between Buyer and the Union on or before the commencement of their employment.
Buyer's medical and dental program shall recognize for each Transferred
Employee, for purposes of satisfying any deductibles during the coverage period
that includes his or her Transfer Date, any payment made by any such employee
towards deductibles in any medical or dental program of Seller to the extent
permitted by the insurance companies providing such benefits. Buyer shall use
commercially reasonable efforts to cause the insurance companies providing such
benefits to recognize such payments.

         (c) Employment with Buyer of Initially Transferred Employees shall be
effective as of the Business Day following the close of business on the Closing
Date, except that the employment of (i) individuals receiving disability
benefits or on approved leave of absence on the Closing Date will become
effective as of the date they present themselves for full-time employment with
Buyer within six (6) months of the Closing Date, and (ii) individuals who are in
the process of applying for visas will become effective as of the date that
their visas are transferred to Buyer and in the interim will continue to be
employed by Seller and made available pursuant to the Business Services
Agreement to Buyer who shall reimburse Seller for all direct costs of such
employment.

         (d) Buyer agrees that its health and welfare plans (other than its
long term disability plans) shall waive any pre-existing condition exclusion (to
the extent such exclusion was waived under applicable health and welfare plans
offered to the Transferred Employees by Seller and to the extent permitted by
the insurance companies providing such benefits to Buyer's employees) and any
proof of insurability. (to the extent permitted by the insurance companies
providing such benefits to Buyer's employees).

         (e) For a period of six (6) months following the Closing Date, Buyer
shall use reasonable commercial efforts to avoid modifying the current task
assignments of the Transferred Employees if such reassignments would have a
material adverse impact on the continuity of the operation of the Business or on
the fulfillment of Buyer's obligations under this Agreement or the Supply
Agreement.

         (f) The parties acknowledge that certain Transferred Non-Represented
Employees who are employed by Buyer for the period ending six months after the
Closing Date will be entitled to payments in accordance with retention
agreements entered into with them by Seller. Such payments shall be made
promptly by Buyer to the extent funded by Seller, and the parties shall
cooperate in exchanging information necessary to determine eligibility for and
the amount of such payments.


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                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>



         (g) Prior to the Closing Date, Seller will provide Buyer with a
schedule indicating the expected accrued but unused vacation as of the Closing
Date (but not in excess of 40 hours) for each Initially Transferred Employee.
Promptly after the Closing Date, Seller shall update such schedule as of the
Closing Date. On or before the Transfer Date for each Subsequently Transferred
Employee who is a Non-Represented Employee, Seller shall provide Buyer with the
same information with respect to such Subsequently Transferred Employee. Buyer
shall credit each Transferred Non-Represented Employee with the accrued but
unused vacation time reflected on such updated schedule, and any accrued but
unused vacation in excess of 40 hours shall be paid by Seller. With respect to
accrued but unused vacation for each Transferred Represented Employee, accrued
but unused vacation as of the Closing Date shall be treated by Buyer in
accordance with the collective bargaining agreements entered into by Buyer and
the Union, with such changes in such agreements as agreed to by such parties
and, to the extent not assumed by Buyer, such accrued but unused vacation shall
be paid by Seller. On the relevant Transfer Date for a Subsequently Transferred
Employee, Seller shall reimburse Buyer for any accrued but unused vacation of
such Subsequently Transferred Employee as of his or her Transfer Date,
calculated in accordance with the foregoing provisions of this Section 5.4(g),
and the amount owed to such Subsequently Transferred Employees in respect of
such accrued but unused vacation shall be assumed by Buyer.

         (h) Seller shall provide "continuation coverage" to any "qualified
beneficiary" who is covered by a "group health plan" sponsored, maintained or
contributed to by Seller and who has experienced a "qualifying event" or is
receiving "continuation coverage". All terms shall be defined in accordance with
Code Section 4980B and ERISA Section 601 et seq.

5.5      COLLATERAL AGREEMENTS; LEASED EQUIPMENT

         (a) On or prior to the Closing Date, Buyer and/or its Affiliates, as
applicable, shall execute and deliver to Seller, and Seller and/or its
Affiliates, as applicable, shall execute and deliver to Buyer the Collateral
Agreements.

         (b) On or prior to the Closing Date, Seller shall provide Buyer with
the costs and other terms applicable to the leases of furniture, office
equipment and Leased Equipment and Buyer shall decide whether and to what extent
such furniture, office equipment and Leased Equipment will (i) (x) transfer to
Buyer as of the Closing Date by Buyer assuming the leases for such furniture
and/or equipment in which case such lease agreements shall be deemed Contracts
hereunder, or (y) be acquired by Buyer as of the Closing Date by Buyer paying
for the costs of purchasing such furniture and/or equipment pursuant to the
leases (the "Purchased Leased Equipment"), or (ii) remain the property of Seller
as of the Closing Date (the "Excluded Leased Equipment").

5.6      REGULATORY COMPLIANCE

         Buyer and Seller shall cooperate, and shall cause their respective
Affiliates to cooperate, with the other in making filings under the HSR Act and
any applicable filings required under foreign antitrust Laws, and each party
shall use its reasonable commercial efforts to resolve such objections, if any,
as the Antitrust Division of the Department of


                                     - 31 -

                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>


Justice or the Federal Trade Commission or state antitrust enforcement or other
Governmental Body may assert under the antitrust Laws with respect to the
transactions contemplated hereby. In the event an action is instituted by any
Person challenging the transactions contemplated hereby as violative of the
antitrust Laws, Buyer and Seller shall use, and shall cause their respective
Subsidiaries to use, their respective reasonable commercial efforts to resist or
resolve such action.

5.7      CONTACTS WITH SUPPLIERS, EMPLOYEES AND CUSTOMERS

         Without the prior written consent of Seller, which may be withheld for
any reason or no reason, Buyer agrees it will not contact any suppliers to, or
customers of, the Business or any Business Employees in connection with or
pertaining to any subject of this Agreement.

5.8      NO NEGOTIATION OR SOLICITATION

         Prior to the Closing Date, Seller and its Affiliates will not (and
Seller will cause each of its employees, officers and agents not to) (a)
solicit, initiate, entertain or encourage the submission of any proposal or
offer from any Person, other than Buyer, relating to the direct or indirect
acquisition of the Business or all or any portion of the Purchased Assets (other
than in the ordinary course of business), or (b) participate in any discussions
or negotiations regarding, furnish any information with respect to, assist or
participate in, or facilitate in any other manner any effort or attempt by any
Person to do or seek any of the foregoing. Seller will notify Buyer if any
Person makes any proposal, offer, inquiry or contact with respect to any of the
foregoing.

5.9      USE OF LUCENT'S NAME

         (a)      Buyer and Seller agree as follows:

                  (i)       Within three (3) months after the Closing Date,
                            Buyer shall, remove "Lucent," "Lucent Technologies"
                            or other similar mark and any other trademark,
                            design or logo previously or currently used by
                            Seller or any of its Affiliates (the "SELLER MARK")
                            that is not part of the Licensed Intellectual
                            Property from all buildings, signs and vehicles of
                            the Business;

                  (ii)      Immediately after the Closing Date, Buyer shall
                            cease using Seller Marks that are not part of the
                            Licensed Intellectual Property in all invoices,
                            letterhead, advertising and promotional materials,
                            office forms or business cards;

                  (iii)     Within  three (3) months after the Closing  Date,
                            Buyer shall cease using Seller Marks that are not
                            part of the Licensed Intellectual Property in
                            electronic databases, web sites, product
                            instructions, packaging (except as provided below)
                            and other materials, printed or otherwise (all such
                            materials, together with buildings, signs and
                            vehicles of the Business described in clauses (i)
                            and (ii) above,


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                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>


                            "MARKED ASSETS"). Notwithstanding the foregoing,
                            Buyer shall not be restricted in using any packaging
                            materials that are in inventory as of the Closing
                            Date;

                  (iv)      Buyer shall not be  required at any time to remove
                            any previously authorized use of Seller Marks that
                            are not part of the Licensed Intellectual Property
                            from inventory of the Business that is in existence
                            as of the Closing Date ("EXISTING INVENTORY"), nor
                            shall Buyer be required at any time to remove such
                            Seller Marks from schematics, plans, manuals,
                            drawings, machinery, tooling including hand tools,
                            and the like of the Business in existence as of the
                            Closing Date to the extent that such
                            instrumentalities are used in the ordinary internal
                            conduct of the Business and are not generally
                            observed by the public or are intended for use as
                            means to effectuate or enhance sales (such items,
                            "MARKED INSTRUMENTALITIES"). Buyer shall use
                            Reasonable Efforts to remove Seller Marks that are
                            not part of the Licensed Intellectual Property from
                            those assets of the Business that are not Marked
                            Instrumentalities or Existing Inventory, including
                            those assets (such as, but not limited to, tools,
                            molds, and machines) used in association with the
                            manufacture of the products of the Business or
                            otherwise reasonably used in the conduct of the
                            Business after the Closing Date (such assets, "OTHER
                            MARKED ASSETS"). For the purposes of this Section
                            5.9, "REASONABLE EFFORTS" means Buyer shall remove
                            Seller Name from such Other Marked Assets but only
                            at such time when such asset is not operated or
                            otherwise is taken out of service in the normal
                            course of business due to regular maintenance or
                            repair (but only for such repairs or maintenance
                            where such removal could normally be undertaken, for
                            example, repair or maintenance of a mold cavity)
                            whichever occurs first; PROVIDED that, in no event
                            shall Buyer use Seller Name after the date which is
                            six (6) months from the Closing Date. Buyer shall
                            not be required to perform such removal on such
                            Other Marked Assets that are not or no longer used
                            to manufacture the products of the Business or other
                            parts, or if discontinuance of use of such Other
                            Marked Assets is reasonably anticipated during such
                            time period; provided, such Other Marked Assets are
                            not sold or otherwise transferred to a Third Party
                            absent Lucent's prior written approval.

                  (v)      Seller hereby grants to Buyer a limited right to use
                           Seller Marks with regard to the Marked Assets,
                           Existing Inventory, Other Marked Assets and Marked
                           Instrumentalities during the periods, if any,
                           specified in clauses (i) - (iv) above.

                  (vi)     Buyer acknowledges and agrees that Lucent is the
                           owner of Seller Marks and all goodwill attached
                           thereto. This Agreement does not give Buyer any
                           interest in Seller Marks except the right to use
                           Seller


                                     - 33 -

                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>


                            Marks in accordance with this Agreement, the
                            Intellectual Property Agreement and the Supply
                            Agreement. Buyer agrees not to attempt to register
                            Seller Marks nor to register anywhere in the world a
                            mark same as or confusingly similar to Seller Marks.

         (b) In no event shall Buyer or any Affiliate of Buyer advertise or hold
itself out as Lucent or an Affiliate of Lucent after the Closing Date.

5.10     ENVIRONMENTAL

         (a) At the time of Closing, Seller will ensure that no Hazardous
Substances that are waste are located on the Premises or that arrangements
satisfactory to Buyer, acting reasonably, are in place to promptly dispose
thereof.

         (b) Seller authorizes Buyer to contact any of Buyer's consultants and
to obtain from such consultants any reliance letters which any of such
consultants are prepared to provide. With respect to the Chatman & Associates,
Inc. report entitled "Summary Report Limited Phase I Assessment Lucent
Technologies Oklahoma City Facility" and dated February 27, 2001, Seller
expressly authorizes and permits Buyer and parties associated with Buyer to rely
upon the opinions and materials contained therein. With respect to all other
environmental reports prepared for Seller's consultants, Seller conveys and
provides to Buyer the same assurances of reliance that it received from the
authors of such reports.

         (c)

             (i)            Seller acknowledges that the documents listed in
                            Schedule 3.10 are non-exclusive evidence of
                            pre-Closing presence or releases, spills, emissions,
                            discharges, leaks, disposals, leaching or migration
                            into the indoor or outdoor environment of Hazardous
                            Substances by Lucent and consequently such Hazardous
                            Substances as are referred to therein ("the Lucent
                            Identified Hazardous Substances") are Hazardous
                            Substances to which this Section 5.10 and Section
                            9.3(b) apply.

             (ii)           Seller  at its  sole  cost,  shall  promptly  take
                            all action required by Environmental Law to
                            investigate, remediate or otherwise resolve issues
                            related to the Lucent Identified Hazardous
                            Substances and will retain all liability for and the
                            responsibility to address the Lucent Identified
                            Hazardous Substances to the extent such are not so
                            investigated, remediated or resolved from time to
                            time. All action of Seller shall be conducted in a
                            manner complying with Environmental Law and other
                            relevant Laws and requirements of Governmental
                            Bodies, which shall include without limitation
                            minimizing interference (to the extent practicable)
                            with activities of Buyer and others on the Oklahoma
                            Premises, using reasonably competent personnel as
                            selected by Seller to accomplish such objectives and
                            restoring the Oklahoma Premises to a condition after
                            such action consistent with the use of such Premises
                            for activity of the type (i.e. industrial) presently


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                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>


                            conducted by Seller. To the extent engineered or
                            institutional controls may be considered necessary
                            by Seller, Buyer must consent to same (except to
                            limit the use of all or part of the Oklahoma
                            Premises to industrial use or to impose any
                            engineered control that does not adversely affect
                            the permitted use of the Oklahoma Premises by Buyer
                            in accordance with the terms of the lease of the
                            Oklahoma Premises contemplated hereby) but such
                            consent shall not be unreasonably withheld. Seller
                            shall bear the cost of maintaining any engineering
                            and institutional controls. Seller will at all times
                            keep Buyer fully informed as to progress of the
                            remediation and Seller shall consult with Buyer with
                            respect to key decisions.

             (iii)          After Closing, Seller shall be entitled to a
                            reasonable opportunity, including reasonable
                            discovery from Buyer, to gather and to examine
                            evidence as to whether an environmental, health or
                            safety condition identified at the Premises is
                            attributable to the pre-Closing period.

             (iv)           In conjunction  with, but without  limitation by,
                            Section 5.1 of this Agreement, Buyer intends to, and
                            Seller hereby agrees that Buyer may, engage Golder
                            Associates Ltd. (the "Consultant") to perform an
                            environmental investigation (the "Investigation")
                            in, on, under and, to the extent reasonably
                            practicable, about the Oklahoma Premises with a view
                            to discovering and recording both (A) the conditions
                            on the Closing Date relevant to occupational health
                            and safety and (B) the environmental condition on
                            the Closing Date of the Oklahoma Premises and the
                            business operations conducted thereon and of other
                            lands to the extent affected by activities conducted
                            on or in connection with the Oklahoma Premises
                            (including, without limitation, the presence or
                            release of Hazardous Substances). The Investigation
                            will rely on previous work by Seller and Seller's
                            consultants to the extent considered reasonable by
                            Consultant. Seller shall make available to the
                            Consultant all information in its possession or
                            under the control (or which with reasonable efforts
                            could be in the possession or under the control) of
                            the Seller and any of its Affiliates relevant to the
                            Investigation. Seller and Buyer and their Affiliates
                            will use commercially reasonable efforts to
                            cooperate with Consultant in connection with the
                            conduct of the Investigation, including, without
                            limitation, making their personnel reasonably
                            available to the Consultant and its agents and
                            representatives. The Investigation will include the
                            conduct of a Phase I Environmental Site Assessment
                            complying with ASTM Standard E1527-00, enhanced to
                            address asbestos and asbestos containing materials,
                            lead-based paint, wetlands issues and any other
                            items deemed appropriate by Consultant, and a Phase
                            II Environmental Site Assessment designed to
                            address, confirm and delineate all potential
                            environmental conditions identified in the


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                            said Phase I Environmental Site Assessment,
                            including without limitation, the following:

                                 (I)      investigation  of the areas around or
                                          potentially affected by current and
                                          formerly used underground storage
                                          tanks ("USTs") and aboveground storage
                                          tanks ("ASTs"), a former retention
                                          pond, an underground spill containment
                                          tank, a wastewater treatment facility,
                                          a former UST for collection of used
                                          motor oil, a petroleum product tank
                                          farm, former chrome plating
                                          operations, former solvent recovery
                                          operations, an acetone UST, a solvent
                                          AST and a former paint sludge and
                                          paint solvent UST;

                                 (II)     delineation of sources and on-site
                                          extent of existing VOC plume;

                                 (III)    potential Hazardous Substances in and
                                          from the transformer at the nitrogen
                                          plant; and

                                 (IV)     potential impacts by lead from the
                                          water tank in the northwestern portion
                                          of the Property.

             (v)            The Investigation will continue following the date
                            hereof with the intent of completing the
                            Investigation within three months from the date
                            hereof. Seller and Buyer acknowledge that the
                            completion of the Investigation shall most likely
                            occur following the Closing Date and that the
                            completion of the Investigation shall not be a
                            condition to the Closing.

             (vi)           The reports to be produced  recording matters
                            relevant to the Investigation, including the Phase I
                            and Phase II Environmental Site Assessments, (the
                            "Reports") shall, among other things, set out the
                            location, likely extent and concentration of each
                            Hazardous Substance discovered in, on, under, about
                            or from the Oklahoma Premises. The parties will have
                            an opportunity to review and comment on the draft
                            Reports upon their becoming available and before
                            being prepared by the Consultant in final form and
                            Consultant shall by instructed to consider and
                            incorporate on a reasonable basis all reasonable
                            comments of the parties. Seller shall keep the
                            Reports confidential except that Seller shall be
                            entitled to provide copies of the Reports on a
                            confidential basis to such Persons reasonably
                            determined by Seller to require such information to
                            effectuate the provisions of this Section 5.10 as is
                            required by applicable Law, by securities regulatory
                            authorities and stock exchanges or in connection
                            with any dispute relating hereto. Seller and Buyer
                            agree that the Reports shall constitute
                            non-exclusive evidence of the environmental and


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                            occupational safety and health conditions of the
                            Oklahoma Premises and Seller's business operations
                            at or around the time of the Closing and such
                            conditions, to the extent described by the
                            Consultant and not constituting Lucent Disclosed
                            Hazardous Substances are referred to as the "Golder
                            Described EH&S Conditions".

             (vii)          Buyer shall pay all fees of the Consultant in
                            connection with the Investigation, including the
                            preparation of and finalization of the Reports, and
                            Seller and Buyer shall each otherwise be responsible
                            for any costs such party incurs in connection
                            therewith.

             (viii)         Seller,  at its sole  cost,  shall  promptly  take
                            all action required by Environmental Law to
                            investigate, remediate or otherwise resolve the
                            issues related to the Golder Described EH&S
                            Conditions (including, without limitation, the
                            presence or release of Hazardous Substances) and
                            will retain all liability for and the responsibility
                            to address the Golder Described EHS Conditions to
                            the extent that the Golder Described EHS Conditions
                            are not so investigated, remediated or resolved with
                            from time to time. The parties acknowledge that the
                            fact that the Consultant describes a matter as an
                            environmental or health and safety condition does
                            not determine whether or not such matter requires
                            investigation, remediation or other resolution under
                            Environmental Law. All action of Seller shall be
                            conducted in a manner complying with Environmental
                            Law and other relevant Laws and requirements of
                            Governmental Bodies, which shall include without
                            limitation minimizing interference (to the extent
                            practicable) with activities of Buyer and others on
                            the Oklahoma Premises, using reasonably competent
                            personnel as selected by Seller to accomplish such
                            objectives and restoring the Oklahoma Premises to a
                            condition after such action consistent with the use
                            of such Premises for activity of the type (i.e.
                            industrial) presently conducted by Seller.

             (ix)           To the extent that remediation involves the use of
                            engineering and/or institutional controls acceptable
                            to Buyer and Hazardous Substances are permitted to
                            remain on the Oklahoma Premises, Seller shall remain
                            liable for and shall be responsible for all future
                            costs associated with maintaining the engineering
                            and institutional controls.

             (x)            Buyer shall cooperate with Seller as necessary to
                            effectuate the provisions of this Section 5.10
                            (including without limitation furtherance of the
                            investigatory and remedial actions set forth above)
                            in accordance with the provisions of this Agreement
                            provided that all reasonable costs thereof shall be
                            for the account of and paid by Seller.


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5.11     SEC DISCLOSURE

         Each party acknowledges that the other party (or an Affiliate of such
other party) may, upon advice of its legal advisors, be required to file this
Agreement with the United States Securities and Exchange Commission ("SEC"). If
a party is required to so file, it shall (i) give notice to the other party of
such filing requirement together with a copy of its draft application to the SEC
requesting the redaction as far in advance of such filing requirement as is
reasonably practicable, and (ii) permit such other party's legal advisors to
participate in the redaction of this Agreement on a mutually agreeable basis
(with the understanding that each party shall include in its initial application
the preferred redactions being sought by the other party). Each party agrees
that it will (i) work in good faith to include all recommendations of the other
party in all subsequent response filings with the SEC and (ii) use all
commercially reasonable efforts to ensure that only such information is
disclosed as in necessary to meet the SEC requirements. Each party shall use
reasonable efforts to cause its legal counsel to act in a timely manner in order
to meet the other party's requirements to timely meet its filing obligations.

5.12     SCHEDULE UPDATES

         On and after the date hereof and until the fifth Business Day prior to
the Closing Date, Seller may (i) update SCHEDULES 1.1(d), 2.1(g), 2.1(h),
3.3(b), 3.8(a) and 3.8(b) (with respect to the first sentence only) (in each
case, only to reflect changes occurring in the ordinary course of business in
accordance with SECTION 5.2 and also, (a) in the case of Schedule 1.1(d), only
to reflect the addition of Principal Equipment in the ordinary course of
business in accordance with Section 5.2 that is necessary but not material to
the conduct of the Business and (b) in the case of Schedule 3.8(a) to reflect
Business Employees who retire from employment with Seller or whose employment
will be involuntarily terminated by Seller) and (ii) update any other Schedule
attached to this Agreement in a material manner with the consent of Buyer, such
consent not to be unreasonably withheld. On and after the date hereof and until
the Business Day prior to the Closing Date, the parties may modify Schedule 5.4
to reflect the Initially Transferred Employees, if any, to whom Buyer will offer
employment on the Closing Date based solely on Buyer's assessment of its
business needs. Seller and Buyer shall work together, acting reasonably and in
good faith, to agree on any changes to Schedules effected pursuant to (ii)
above, and to use their reasonable efforts to ensure that Closing is not delayed
as a result of changes to Schedules pursuant to (ii) above.

5.13     SURPLUS ASSETS

         For a period of six (6) months following the Closing Date, Buyer shall
have an option to purchase from Seller certain Excluded Assets, which shall be
identified on Schedule 2.2(i) as being subject to this Section 5.13, upon
providing Seller with a notice identifying such Excluded Assets and the
applicable purchase price. Nothing herein contained shall be construed to
restrict the Buyer's ability to sell such Excluded Assets to a Third Party
provided that if Seller receives an offer from a Third Party to acquire any such
Excluded Assets, Seller shall notify Buyer and Buyer shall have five (5)
Business Days to provide Seller with a notice of its intention to purchase all
or a portion of such Excluded Assets. Buyer's option shall terminate in the
event that such Excluded Assets are lost, substantially damaged or


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<PAGE>


destroyed. The purchase price of such Excluded Assets shall be equal to the
lesser of the net book value of such Excluded Assets at the Closing Date and the
price the Third Party offered to pay for such Excluded Assets. Buyer shall pay
the purchase price applicable to such Excluded Assets no later than ten (10)
Business Days following the receipt by Seller of the relevant notice provided by
Buyer and upon delivery by Seller to Buyer of such Excluded Assets.

5.14     BUSINESS SERVICES AGREEMENT

         Prior to the Closing Date, Buyer and Seller shall use all reasonable
efforts acting in good faith to negotiate and settle a Business Services
Agreement on the terms and conditions set forth in the Business Services Term
Sheet attached hereto as Exhibit G.

6.       CONFIDENTIAL NATURE OF INFORMATION

6.1      CONFIDENTIALITY AGREEMENT

         Buyer agrees that the Confidentiality Agreement shall apply to (a) all
documents, materials and other information that it shall have obtained regarding
Seller or its Affiliates during the course of the negotiations leading to the
consummation of the transactions contemplated hereby (whether obtained before or
after the date of this Agreement), any investigations made in connection
therewith and the preparation of this Agreement and related documents and (b)
all analyses, reports, compilations, evaluations and other materials prepared by
Buyer or its counsel, accountants or financial advisors that contain or
otherwise reflect or are based upon, in whole or in part, any of the provided
information; PROVIDED, HOWEVER, that subject to Section 6.2(a), the
Confidentiality Agreement shall terminate as of the Closing and shall be of no
further force and effect thereafter with respect to information of Seller the
ownership of which is transferred to Buyer.

6.2      SELLER'S PROPRIETARY INFORMATION

         (a) Except as provided in Section 6.2(b) and 6.2(d), and except as
otherwise provided in the Intellectual Property Agreement or the Supply
Agreement, after the Closing and for a period of five (5) years following the
Closing Date, Buyer agrees that it will keep confidential all of Seller's and
its Affiliates' Proprietary Information that is received from, or made
available by, Seller in the course of the transactions contemplated hereby,
including, for purposes of this Section 6.2, information about Seller's and
its Affiliates' business plans and strategies, marketing ideas and concepts,
especially with respect to unannounced products and services, present and
future product plans, pricing, volume estimates, financial data, product
enhancement information, business plans, marketing plans, sales strategies,
customer information (including customers' applications and environments),
market testing information, development plans, specifications, customer
requirements, configurations, designs, plans, drawings, apparatus, sketches,
software, hardware, data, prototypes, connecting requirements or other
technical and business information, except for such Proprietary Information
as is conveyed to Buyer as part of the Purchased Assets.

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         (b) Notwithstanding the foregoing, such Proprietary Information shall
not be deemed confidential and Buyer shall have no obligation with respect to
any such Proprietary Information that:

             (i)           at the time of disclosure was already known to Buyer
                           other than through this transaction, free of
                           restriction as evidenced by documentation in Buyer's
                           possession;

             (ii)          is or becomes publicly known through publication,
                           inspection of a product, or otherwise, and through no
                           negligence or other wrongful act of Buyer;

             (iii)         is received by Buyer from a Third Party without
                           similar restriction and without breach of any
                           agreement;

             (iv)          to the extent it is independently developed by Buyer;
                           or

             (v)           is, subject to Section 6.2(c), required to be
                           disclosed under applicable Law or judicial process.

         (c) If Buyer (or any of its Affiliates) is requested or required (by
oral question, interrogatory, request for information or documents, subpoena,
civil investigative demand or similar process) to disclose any of Seller's
Proprietary Information, Buyer will promptly notify Seller of such request or
requirement and will cooperate with Seller such that Seller may seek an
appropriate protective order or other appropriate remedy. If, in the absence of
a protective order or the receipt of a waiver hereunder, Buyer (or any of its
Affiliates) is in the written opinion of Buyer's counsel required to disclose
the Proprietary Information, Buyer (or its Affiliate) may disclose only so much
of the Proprietary Information to the party compelling disclosure as is required
by Law. Buyer will exercise its (and will cause its Affiliates to exercise
their) reasonable commercial efforts to obtain a protective order or other
reliable assurance that confidential treatment will be accorded to such
Proprietary Information.

         (d) Except to the extent that disclosure thereof is required under
accounting, stock exchange or Federal Securities Laws disclosure obligations,
the terms and conditions of this Agreement, and all attachments and amendments
hereto and thereto shall be considered Proprietary Information protected under
this Article 6. Notwithstanding anything in this Article 6 to the contrary, in
the event that any such Seller's Proprietary Information is also subject to a
limitation on disclosure or use contained in another written agreement between
Buyer and Seller (including but not limited to, the Intellectual Property
Agreement) that is more restrictive than the limitation contained in this
Article 6, then the limitation in such agreement shall supersede this Article 6.
Notwithstanding anything in this Article 6 to the contrary, Buyer shall be
permitted to disclose the terms and conditions of this Agreement, and all
attachments and amendments hereto and thereto, and copies thereof, to its
Affiliates and to its and their respective officers, directors and employees and
professional advisors, in each case, who have a need to know such information
for the purposes of discharging their duties to Buyer and its Affiliates, and to
its lenders and investment dealers where required to


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<PAGE>


do so under binding agreements with such Persons; provided, however, that Buyer
shall require all such Persons to maintain the confidentiality of any such
information in accordance with the terms hereof and Buyer shall remain
responsible to Seller for the actions of such parties with respect to such
information.

7.       CLOSING

         At the Closing, the following transactions shall take place:

7.1      DELIVERIES BY SELLER

         On the Closing Date, Seller shall deliver to Buyer the following:

         (a)      the Collateral Agreements;

         (b)      all consents, waivers or approvals theretofore obtained by
                  Seller with respect to the sale of the Purchased Assets or the
                  consummation of the transactions contemplated by this
                  Agreement or the Collateral Agreements;

         (c)      an opinion or opinions of Counsel for Seller dated the Closing
                  Date with respect to the matters described in Sections 3.1,
                  3.2 and 3.3(a)(i) in a form and subject to such exceptions as
                  are customary for transactions similar to those contemplated
                  hereby, which form shall be reasonably acceptable to Buyer;

         (d)      a certificate of an appropriate officer of Seller, dated the
                  Closing Date, certifying to the best of his or her knowledge
                  the fulfillment of the conditions set forth in Sections 8.2(a)
                  and (b);

         (e)      to the extent required, updated Schedules revised in
                  accordance with Section 5.12 to reflect changes in the
                  operations or condition of the Business between the date
                  hereof and the Closing Date; and

         (f)      all such other bills of sale, assignments and other
                  instruments of assignment, transfer or conveyance as Buyer may
                  reasonably request or as may be otherwise necessary to
                  evidence and effect the sale, transfer, assignment, conveyance
                  and delivery of the Purchased Assets to Buyer and to put Buyer
                  in actual possession or control of the Purchased Assets.

7.2      DELIVERIES BY BUYER

         On the Closing Date, Buyer shall deliver to Seller the following:

         (a)      the Purchase Price as provided in Section 2.3;

         (b)      the Collateral Agreements;

         (c)      an opinion or opinions of Counsel for Buyer, and any
                  Affiliates of Buyer, to the extent that such Affiliate is a
                  party to any of the Collateral Agreements,



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                  dated the Closing Date with respect to the matters described
                  in Sections 4.1, 4.2 and 4.3(a)(i) in a form and subject to
                  such exceptions as are customary for transactions similar to
                  those contemplated hereby, which form shall be reasonably
                  acceptable to Seller;

         (d)      a certificate of an appropriate officer of Buyer, dated the
                  Closing Date, certifying to the best of his or her knowledge
                  the fulfillment of the conditions set forth in Sections 8.3(a)
                  and (b);

         (e)      all such other documents and instruments as Seller may
                  reasonably request or as may be otherwise necessary or
                  desirable to evidence and effect the assumption by Buyer of
                  the Assumed Liabilities; and

         (f)      evidence of the obtaining of or the filing with respect to,
                  any required approvals set forth on SCHEDULE 4.3(b).

7.3      CLOSING DATE

         The Closing shall take place on the Closing Date at the offices of
Seller, 600 Mountain Avenue, Murray Hill, New Jersey 07974, at 10:00 a.m. local
time within five (5) Business Days following the date on which the last of the
conditions specified in Article 8 to be satisfied or waived has been satisfied
or waived, or at such other place or time or on such other date as Seller and
Buyer may agree upon in writing (such date and time being referred to herein as
the "Closing Date").

7.4      CONTEMPORANEOUS EFFECTIVENESS

         All acts and deliveries prescribed by this Article 7, regardless of
chronological sequence, will be deemed to occur contemporaneously and
simultaneously on the occurrence of the last act or delivery required by this
Article, and none of such acts or deliveries will be effective until the last of
the same has occurred.

7.5      RISK OF LOSS FOR PURCHASED ASSETS

         From the date hereof to the Effective Time on the Closing Date, the
Purchased Assets shall be and remain at the risk of Seller. If prior to the
Effective Time on the Closing Date, any of such Purchased Assets are destroyed
or damaged by fire or any other casualty or shall be appropriated, expropriated
or seized by Governmental Body or other lawful authority, Buyer shall not be
required to complete the purchase of such Purchased Asset and shall not be
required to pay to Seller the portion of the Purchase Price attributed to such
Purchased Asset. In the event that the relevant Purchased Asset has not been
destroyed or appropriated, expropriated or seized but merely damaged and Buyer
elects to complete the purchase of such asset, the Purchase Price shall be
reduced by an amount mutually agreed by the parties or, if mutually agreed to by
the parties, Buyer shall pay the full Purchase Price therefor and any proceeds
of insurance net of all proven expenses incurred and paid by Seller to obtain
payment of such insurance proceeds, shall be paid to Buyer, if previously
received, or assigned to Buyer, in either case, as at the Effective Time on the
Closing Date.


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8.       CONDITIONS PRECEDENT TO CLOSING

8.1      GENERAL CONDITIONS

         The respective obligations of Buyer and Seller to effect the Closing of
the transactions contemplated hereby are subject to the fulfillment, prior to or
at the Closing, of each of the following conditions:

         (a)      NO INJUNCTIONS. No order of any court or administrative agency
                  shall be in effect that enjoins, restrains, conditions or
                  prohibits consummation of this Agreement or the Collateral
                  Agreements.

         (b)      ANTITRUST LAWS. Any applicable waiting period under the HSR
                  Act or other applicable antitrust Laws relating to the
                  transactions contemplated by this Agreement or the Collateral
                  Agreements shall have expired or been terminated.

8.2      CONDITIONS PRECEDENT TO BUYER'S OBLIGATIONS

         The obligations of Buyer to effect the Closing of the transactions
contemplated hereby are subject to the fulfillment, prior to or at the Closing,
of each of the following conditions, any of which may be waived in writing by
Buyer:

         (a)      REPRESENTATIONS  AND  WARRANTIES OF SELLER TRUE AT CLOSING.
                  The representations and warranties of Seller contained in this
                  Agreement or in any schedule, certificate or document
                  delivered pursuant to the provisions hereof or in connection
                  with the transactions contemplated hereby (X) which are
                  qualified by materiality shall be true and correct, and (Y)
                  which are not qualified by materiality shall be true in all
                  material respects at and as of the Closing Date, as though
                  such representations and warranties were made at and as of the
                  Closing Date, except (i) as affected by the transactions
                  contemplated hereby, and (ii) to the extent that such
                  representations and warranties are made as of a specified
                  date, in which case such representations and warranties shall
                  be true in all material respects as of the specified date.

         (b)      PERFORMANCE BY SELLER. Seller shall have performed in all
                  material respects all obligations and agreements and complied
                  in all material respects with all covenants and conditions
                  required by this Agreement to be performed or complied with by
                  it prior to or at the Closing, including executing the
                  Collateral Agreements.

         (c)      REQUIRED CONSENTS. Seller shall have obtained all of the
                  Required Consents, except where the failure to obtain such
                  consents, approvals or authorizations, individually or in the
                  aggregate, could not reasonably be expected to have a Material
                  Adverse Effect.


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         (d)      UNION  AGREEMENT.  The  collective  bargaining  agreements
                  between Buyer and the Union covering the Transferred
                  Represented Employees shall have been ratified and approved by
                  the requisite majority of the members of the Union and
                  executed by the Union on or before the Closing Date provided,
                  however, that in the event that the Seller retains the
                  Represented Employees beyond the Closing Date, in accordance
                  with Section 5.4, the entering into, ratification and approval
                  of the collective bargaining agreements shall cease to be a
                  condition precedent to Buyer's obligation to effect the
                  Closing but the parties shall have executed and delivered the
                  Business Services Agreement as a condition precedent to
                  Buyer's obligation to effect the Closing.

8.3      CONDITIONS PRECEDENT TO SELLER'S OBLIGATIONS

         The obligations of Seller to effect the Closing of the transactions
contemplated hereby are subject to the fulfillment, prior to or at the Closing,
of each of the following conditions, any of which may be waived in writing by
Seller:

         (a)      REPRESENTATIONS  AND  WARRANTIES OF BUYER TRUE AT CLOSING.
                  The representations and warranties of Buyer contained in this
                  Agreement or in any certificate or document delivered pursuant
                  to the provisions hereof or in connection with the
                  transactions contemplated hereby shall be true and correct in
                  all material respects at and as of the Closing Date as though
                  such representations and warranties were made at and as of the
                  Closing Date, except to the extent that such representations
                  and warranties are made as of a specified date, in which case
                  such representations and warranties shall be true in all
                  material respects as of the specified date.

         (b)      PERFORMANCE BY BUYER. Buyer shall have performed in all
                  material respects all obligations and agreements and complied
                  in all material respects with all covenants and conditions
                  required by this Agreement to be performed or complied with by
                  it prior to or at the Closing, including executing the
                  Collateral Agreements.

9.       STATUS OF AGREEMENTS

         The rights and obligations of Buyer and Seller under this Agreement
shall be subject to the following terms and conditions:

9.1      EFFECT OF BREACH

         In the event of a material breach of any representation, certification
or warranty, or agreement or covenant of Seller under this Agreement that is
discovered by Buyer prior to Closing and that cannot be or is not cured by
Seller upon prior notice and the passage of a reasonable period of time, Buyer
may elect not to proceed with the Closing hereunder, which shall be Buyer's sole
remedy for such breach.


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<PAGE>

                                                    CONFIDENTIAL TREATMENT
                                                    REQUESTED.
                                                    ASTERISKS DENOTE OMISSIONS.

9.2      SURVIVAL OF REPRESENTATIONS AND WARRANTIES

         The representations and warranties of Buyer and Seller contained in
this Agreement shall survive the Closing for ***; provided, that the
representations and warranties contained in (i) Sections 3.1, 3.2, 3.3(a)(i),
3.4(a), 3.6 (as to the title of the Premises) and Sections 4.1, 4.2 and
4.3(a)(i) shall survive until the ***, (ii) Section 3.10 shall survive for a
period of *** following the Closing Date, (iii) Section 3.12(a) shall survive
until the termination or expiry of the Supply Agreement, and (iv) and any
claim for any breach of a representation or warranty based on fraud or
fraudulent misrepresentation may be made at any time. Neither Seller nor
Buyer shall have any liability whatsoever with respect to any such
representations or warranties after the survival period for such
representation or warranty expires.

9.3      GENERAL AGREEMENT TO INDEMNIFY

         (a) Seller and Buyer shall indemnify, defend and hold harmless the
other party hereto, any Affiliate thereof, and any director, officer or employee
of such party or Affiliate thereof (each an "INDEMNIFIED PARTY") from and
against any and all claims, actions, suits, proceedings, liabilities,
obligations, losses, and damages, amounts paid in settlement, interest, costs
and expenses (including reasonable attorney's fees, court costs and other
out-of-pocket expenses incurred in investigating, preparing or defending the
foregoing) (collectively, "LOSSES") incurred or suffered by any Indemnified
Party to the extent that the Losses arise by reason of, or result from (i) the
failure of any representation or warranty of such party contained in this
Agreement to have been true in all material respects when made and as of the
Closing Date except as expressly provided otherwise in Section 8.2(a) or 8.3(a),
or (ii) the breach by such party of any covenant or agreement of such party
contained in this Agreement to the extent not waived by the other party.

         (b) Seller further agrees to indemnify and hold harmless Buyer from and
against any Losses incurred by Buyer arising out of, resulting from, or relating
to: (i) the Excluded Liabilities; (ii) Buyer's waiver of any applicable Bulk
Sales Laws; (iii) any claim, demand or liability for Taxes imposed on Buyer for
which Seller is responsible pursuant to Section 2.9; (iv) any claims of any
Business Employee employed by Buyer in connection with any Benefit Plan of
Seller or such Business Employee's employment with Seller accruing prior to and
including the Closing Date; (v) any event occurring or any condition existing at
or prior to the Closing Date relating to the Business, the Premises or the
Purchased Assets which now or hereafter constitutes a violation of, or gives
rise to any liability under, any Environmental Law; (vi) any presence or any
release, spill, emission, discharge, leak, disposal, leaching or migration into
the indoor or outdoor environment of any Hazardous Substances in, on, under or
from the Premises or the Purchased Assets and whether by Seller or by any other
Person at or prior to the Closing Date or prior to the Closing Date; and (vii)
any requirement imposed by a Governmental Body to change, improve or modify the
processes of the Business so as to bring the same into a state of not being in
violation of Environmental Laws.

         (c) Buyer further agrees to indemnify and hold harmless Seller with
respect to: (i) any failure of Buyer to discharge any of the Assumed
Liabilities; (ii) any claim, demand or liability for Taxes imposed on Seller for
which Buyer is responsible pursuant to


                                     - 45 -

                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>

                                                    CONFIDENTIAL TREATMENT
                                                    REQUESTED.
                                                    ASTERISKS DENOTE OMISSIONS.

Section 2.9; and (iii) any medical, health or disability claims of any
Transferred Employee, for claims for expenses incurred on or before the close of
business on the Closing Date which are not presented on a reasonably timely
basis to Seller by such Transferred Employee for payment or reimbursement in
accordance with the terms of the applicable Benefit Plan of Seller due to fault
of Buyer.

         (d) Amounts payable in respect of the parties' indemnification
obligations shall be treated as an adjustment to the Purchase Price. Buyer
and Seller agree to cooperate in the preparation of a supplemental Asset
Acquisition Statement as required by Section 5.3 and Treasury Reg. Section
1.1060-1T(e) as a result of any adjustment to the Purchase Price pursuant to
the preceding sentence. Whether or not the Indemnifying Party (as defined
below) chooses to defend or prosecute any Third-Party Claim (as defined in
Section 9.4(a)) both parties hereto shall cooperate in the defense or
prosecution thereof and shall furnish such records, information and
testimony, and attend such conferences, discovery proceedings, hearings,
trials and appeals, as may be reasonably requested in connection therewith or
as provided in Section 5.1.

         (e) The amount of the Indemnifying Party's liability under this
Agreement shall be determined taking into account any applicable insurance
proceeds actually received by, and other savings, including Tax savings, that
actually reduce the overall impact of the Losses upon, the Indemnified Party.
The indemnification obligations of each party hereto under this Article 9 shall
inure to the benefit of the directors, officers and Affiliates of the other
party hereto on the same terms as are applicable to such other party.

         (f) The Indemnifying Party's aggregate liability for all claims made
under (i) Section 9.3(a) hereof (other than with respect to breaches of
covenants relating to environmental or occupational health and safety matters),
(ii) Section 9.3(a) of the Columbus APA (other than with respect to breaches of
covenants relating to environmental or occupational, health and safety matters),
and (iii) Section 47.2 of the Supply Agreement shall be subject to the following
limitations: (i) the Indemnifying Party shall have no liability for such claims
until the aggregate amount of the Losses incurred shall exceed ***
dollars (US$***), in which case the Indemnifying Party shall be liable
only for the portion of the Losses exceeding *** dollars
(US$***), and (ii) the Indemnifying Party's aggregate liability for all such
claims (whether made under one or more of Section 9.3(a) hereof, Section 9.3(a)
of the Columbus APA or Section 46.2 of the Supply Agreement) shall not exceed
*** dollars (US$***). The Indemnified Party may not make a
claim for indemnification under Section 9.3(a) for breach by the Indemnifying
Party of a particular representation or warranty after the expiration of the
survival period specified in Section 9.2.

         (g) The Indemnifying Party's liability for all claims (excluding those
made under Section 9.3(a) which shall be governed by Section 9.2(f) and
excluding all claims made under Section 9.3(b)(v), (vi) or (vii) with respect to
environmental or occupational health and safety matters), shall be subject to
the following limitation: the Indemnifying Party shall have no liability for
such claims until the aggregate amount of the Losses incurred shall


                                     - 46 -

                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>


exceed one million dollars (US$1,000,000) (the "Threshold Amount"), in which
case the Indemnifying Party shall be liable for all Losses including the
Threshold Amount.

         (h) The indemnification provided in this Article 9 shall be the sole
and exclusive remedy after the Closing Date for damages available to the parties
to this Agreement for breach of any of the terms, conditions, representations or
warranties contained herein or any right, claim or action arising from the
transactions contemplated by this Agreement; PROVIDED, HOWEVER, this exclusive
remedy for damages does not preclude a party from bringing an action for
specific performance or other equitable remedy to require a party to perform its
obligations under this Agreement or any Collateral Agreement.

         (i) Notwithstanding anything contained in this Agreement to the
contrary, no party shall be liable to the other party for indirect, special,
punitive, exemplary or consequential loss or damage (including any loss of
revenue or profit) arising out of this Agreement, PROVIDED, HOWEVER, the
foregoing shall not be construed to preclude recovery by the Indemnified Party
in respect of Losses directly incurred from Third Party Claims. Both parties
shall use reasonable efforts to mitigate their damages.

         (j) The rights to indemnification under Section 9.3 shall not be
subject to set-off for any claim by the Indemnifying Party against any
Indemnified Party, whether or not arising from the same event giving rise to
such Indemnified Party's claim for indemnification.

9.4      GENERAL PROCEDURES FOR INDEMNIFICATION

         (a) The Indemnified Party seeking indemnification under this Agreement
shall promptly notify the party against whom indemnification is sought (the
"INDEMNIFYING PARTY") of the assertion of any claim, or the commencement of any
action, suit or proceeding by any Third Party, in respect of which indemnity may
be sought hereunder and will give the Indemnifying Party such information with
respect thereto as the Indemnifying Party may reasonably request, but failure to
give such notice shall not relieve the Indemnifying Party of any liability
hereunder (unless such failure prevents the Indemnifying Party from effectively
contesting the claim in respect of which indemnification is sought). The
Indemnifying Party shall have the right, but not the obligation, exercisable by
written notice to the Indemnified Party within thirty (30) days of receipt of
notice from the Indemnified Party of the commencement of or assertion of any
claim, action, suit or proceeding by a Third Party in respect of which indemnity
may be sought hereunder (a "THIRD-PARTY CLAIM"), to assume the defense and
control the settlement of such Third-Party Claim that (i) involves (and
continues to involve) solely money damages, or (ii) involves (and continues to
involve) claims for both money damages and equitable relief against the
Indemnified Party that cannot be severed, where the claims for money damages are
the primary claims asserted by the Third Party and the claims for equitable
relief are incidental to the claims for money damages.

         (b) The Indemnifying Party or the Indemnified Party, as the case may
be, shall have the right to participate in (but not control), at its own
expense, the defense of any Third-Party Claim that the other is defending, as
provided in this Agreement.


                                     - 47 -

                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>


         (c) The Indemnifying Party, if it has assumed the defense of any
Third-Party Claim as provided in this Agreement, shall not consent to a
settlement of, or the entry of any judgment arising from, any such Third-Party
Claim without the Indemnified Party's prior written consent (which consent shall
not be unreasonably withheld) unless such settlement or judgment relates solely
to monetary damages. The Indemnifying Party shall not, without the Indemnified
Party's prior written consent, enter into any compromise or settlement that (i)
commits the Indemnified Party to take, or to forbear to take, any action, or
(ii) does not provide for a complete release by such Third Party of the
Indemnified Party. The Indemnified Party shall have the sole and exclusive right
to settle any Third-Party Claim, on such terms and conditions as it deems
reasonably appropriate, to the extent such Third-Party Claim involves equitable
or other non-monetary relief against the Indemnified Party, and shall have the
right to settle any Third-Party Claim involving money damages for which the
Indemnifying Party has not assumed the defense pursuant to this Section 9.4 with
the written consent of the Indemnifying Party, which consent shall not be
unreasonably withheld or delayed.

         (d) In the event an Indemnified Party shall claim a right to payment
pursuant to this Agreement, such Indemnified Party shall send written notice of
such claim to the Indemnifying Party. Such notice shall specify the basis for
such claim. As promptly as possible after the Indemnified Party has given such
notice, and subject to the limitations set forth in Section 9.3, the Indemnified
Party and the Indemnifying Party shall establish the merits and amount of such
claim by mutual agreement, or, if necessary, by arbitration in a manner
reasonably determined by mutual agreement of such parties.

9.5      BREACH OF REPRESENTATIONS RESULTING IN LIMITATION OF OBLIGATIONS UNDER
THE SUPPLY AGREEMENT

         To the extent Buyer is unable to perform any of its obligations under
the Supply Agreement as a result of Seller failing to provide to Buyer
Proprietary Information in breach of Section 3.4(c) or 3.12(c) hereof, then
Buyer shall be relieved of such obligations under the Supply Agreement during
the period of time that the breach of Section 3.4(c) or 3.12(c), as the case may
be, remains uncured, and Buyer's failure to perform such obligations shall not
affect any applicable measure of Buyer's performance under the Supply Agreement,
including performance related to delivery under the Supply Agreement, and Seller
shall not assert any of its rights and remedies under the Supply Agreement
against Buyer as a result of such non-performance.

10.      MISCELLANEOUS PROVISIONS

10.1     NOTICES

         All notices and other communications hereunder shall be in writing and
shall be deemed to have been duly given upon receipt if (i) mailed by certified
or registered mail, return receipt requested, (ii) sent by Federal Express or
other express carrier, fee prepaid, (iii) sent via facsimile with receipt
confirmed, or (iv) delivered personally, addressed as follows or to such other
address or addresses of which the respective party shall have notified the
other.


                                     - 48 -

                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>



         (a)      If to Seller, to:         Lucent Technologies Inc.
                                            Attn:  Chief Supply Officer
                                            600 Mountain Avenue
                                            Murray Hill, NJ 07974-0636
                                            U. S. A.
                                            Facsimile:  (908) 582-8082

                  With a copy to:           Lucent Technologies Inc.
                                            Attn:  Vice President - Law
                                            600 Mountain Avenue
                                            Murray Hill, NJ 07974-0636
                                            U. S. A.
                                            Facsimile:  (908) 582-6130

         (b)      If to Buyer, to:          Celestica Corporation

                                            Pease International Tradeport
                                            ATTN: EXA03
                                            72 Pease Boulevard
                                            Newington, New Hampshire 03801
                                            U. S. A.
                                            Attention:  General Manager
                                            Facsimile:  (603) 334-4330

                  With a copy to:           Celestica Inc.
                                            7th Floor
                                            12 Concorde Place
                                            Toronto, Ontario M3C 3R8

                                            Attn:  Senior Vice President,
                                                   Mergers & Acquisitions
                                            Facsimile: (416) 448-5444

                  And to:                   Vice President and General Counsel
                                            Facsimile: (416) 386-7817

10.2     EXPENSES

         Except as otherwise provided in this Agreement, each party to this
Agreement will bear all the fees, costs and expenses that are incurred by it in
connection with the transactions contemplated hereby, whether or not such
transactions are consummated.

10.3     ENTIRE AGREEMENT; MODIFICATION

         The agreement of the parties, which is comprised of this Agreement, the
Schedules and Exhibits hereto and the documents referred to herein, sets forth
the entire agreement and understanding between the parties and supersedes any
prior agreement or understanding, written or oral, relating to the subject
matter of this Agreement. With respect to the


                                     - 49 -

                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>


Purchased Assets, the Business, or any other rights or obligations to be
transferred hereunder or pursuant hereto, no party has been induced by or has
relied upon any representations, warranties, or statements, whether express or
implied, made by any other party, its agents, employees, attorneys or other
representatives or by any Person representing or purporting to represent the
other party that are not expressly set forth in this Agreement or the Collateral
Agreements (including the Schedules and Exhibits hereto and thereto), whether or
not any such representations, warranties or statements were made in writing or
orally. No amendment, supplement, modification or waiver of this Agreement shall
be binding unless executed in writing by the party to be bound thereby, and in
accordance with Section 11.4.

10.4     ASSIGNMENT; BINDING EFFECT; SEVERABILITY

         This Agreement may not be assigned by any party hereto without the
other party's written consent; provided, however, that Buyer shall have the
right to assign this Agreement and to assign its rights and delegate its duties
under this Agreement in whole or in part at any time with the prior written
consent of Seller to any wholly-owned subsidiary of Celestica Inc. incorporated
in one of the states of the United States of America, provided that Buyer shall
not, as a result of such assignment, be discharged from its obligations
hereunder. This Agreement shall be binding upon and inure to the benefit of and
be enforceable by the successors, legal representatives and permitted assigns of
each party hereto. The provisions of this Agreement are severable, and in the
event that any one or more provisions are deemed illegal or unenforceable the
remaining provisions shall remain in full force and effect unless the deletion
of such provision shall cause this Agreement to become materially adverse to
either party, in which event the parties shall use reasonable commercial efforts
to arrive at an accommodation that best preserves for the parties the benefits
and obligations of the offending provision.

10.5     GOVERNING LAW

         THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK IRRESPECTIVE OF THE CHOICE OF
LAWS PRINCIPLES OF THE STATE OF NEW YORK, AS TO ALL MATTERS, INCLUDING MATTERS
OF VALIDITY, CONSTRUCTION, EFFECT, ENFORCEABILITY, PERFORMANCE AND REMEDIES.

10.6     EXECUTION IN COUNTERPARTS

         This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

10.7     PUBLIC ANNOUNCEMENT

         Upon signing of this Agreement, Seller and Buyer shall prepare a
mutually agreeable release announcing the transaction contemplated hereby.
Except for such press release, neither Seller nor Buyer shall, without the
approval of the other, make any press release or other announcement concerning
the existence of this Agreement or the terms of the transactions contemplated by
this Agreement, except as and to the extent that any such party


                                     - 50 -

                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>


shall be so obligated by Law, in which case the other party shall be advised and
the parties shall use their reasonable commercial efforts to cause a mutually
agreeable release or announcement to be issued; PROVIDED, HOWEVER, that the
foregoing shall not preclude communications or disclosures necessary to comply
with accounting, stock exchange or applicable securities Law disclosure
obligations.

10.8     NO THIRD-PARTY BENEFICIARIES

         Nothing in this Agreement, express or implied, is intended to or shall
(a) confer on any Person other than the parties hereto and their respective
successors or assigns any rights (including Third-Party beneficiary rights),
remedies, obligations or liabilities under or by reason of this Agreement, or
(b) constitute the parties hereto as partners or as participants in a joint
venture. This Agreement shall not provide Third Parties with any remedy, claim,
liability, reimbursement, cause of action or other right in excess of those
existing without reference to the terms of this Agreement. Nothing in this
Agreement shall be construed as giving to any Business Employee, or any other
individual, any right or entitlement under any Benefit Plan, policy or procedure
maintained by Seller, except as expressly provided in such Benefit Plan, policy
or procedure. No Third Party shall have any rights under Section 502, 503 or 504
of ERISA or any regulations thereunder because of this Agreement that would not
otherwise exist without reference to this Agreement. No Third Party shall have
any right, independent of any right that exist irrespective of this Agreement,
under or granted by this Agreement, to bring any suit at law or equity for any
matter governed by or subject to the provisions of this Agreement.

11.      TERMINATION AND WAIVER

11.1     TERMINATION

         This Agreement may be terminated at any time prior to the Closing Date
by:

         (a)      MUTUAL CONSENT.  The mutual written consent of Buyer and
                  Seller;

         (b)      COURT OR ADMINISTRATIVE ORDER. Buyer or Seller if there shall
                  be in effect a non-appealable order of a court or government
                  administrative agency of competent jurisdiction prohibiting
                  the consummation of the transactions contemplated hereby.

         (c)      DELAY. Buyer or Seller if the Closing shall not have occurred
                  by September 30, 2001, provided that the terminating party is
                  not otherwise in material default or breach of this Agreement.

11.2     EFFECT OF TERMINATION

         In the event of the termination of this Agreement in accordance with
Section 11.1, this Agreement shall become void and have no effect, without any
liability on the part of any party or its directors, officers or stockholders,
except for the obligations of the parties hereto as provided in Article 6,
Sections 10.2 and 10.7 and this Section 11.2.


                                     - 51 -

                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>


11.3     WAIVER OF AGREEMENT

         Any term or condition hereof may be waived at any time prior to the
Closing Date by the party hereto which is entitled to the benefits thereof by
action taken by its Board of Directors or its duly authorized officer or
employee, whether before or after the action of such party; PROVIDED, HOWEVER,
that such action shall be evidenced by a written instrument duly executed on
behalf of such party by its duly authorized officer or employee. The failure of
either party to enforce at any time any provision of this Agreement shall not be
construed to be a waiver of such provision nor shall it in any way affect the
validity of this Agreement or the right of such party thereafter to enforce each
and every such provision. No waiver of any breach of this Agreement shall be
held to constitute a waiver of any other or subsequent breach.

11.4     AMENDMENT OF AGREEMENT

         This Agreement may be amended with respect to any provision contained
herein at any time prior to or on the Closing Date by action of the parties
hereto taken by their Boards of Directors or by their duly authorized officers
or employees, whether before or after such party's action; PROVIDED, HOWEVER,
that such amendment shall be evidenced by a written instrument duly executed on
behalf of each party by its duly authorized officer or employee.


                                     - 52 -

                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>




         IN WITNESS WHEREOF, each party has caused this Agreement to be duly
executed on its behalf by its duly authorized officer as of the date first
written above.



                                       LUCENT TECHNOLOGIES INC.


                                       By: /s/    Rocco D. Pennella
                                           ------------------------------------
                                           Name: Rocco D. Pennella
                                           Title:



                                        CELESTICA CORPORATION


                                        By: /s/    Rahul Suri
                                            ----------------------------------
                                            Name:  Rahul Suri
                                            Title:  Authorized Signatory



                                     - 53 -

                          LUCENT TECHNOLOGIES/CELESTICA


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-8.1
<SEQUENCE>7
<FILENAME>a2074474zex-8_1.txt
<DESCRIPTION>EXHIBIT 8.1
<TEXT>
<Page>

                                                                     EXHIBIT 8.1

                        CELESTICA INC. SUBSIDIARIES

1204362 Ontario Inc., Ontario corporation
1271576 Ontario Inc., Ontario corporation
1271577 Ontario Inc., Ontario corporation
1282087 Ontario Inc., Ontario corporation
1282088 Ontario Inc., Ontario corporation
1287347 Ontario Inc., Ontario corporation
1325091 Ontario Inc., Ontario corporation
1334607 Ontario Inc., Ontario corporation
1453824 Ontario Inc., Ontario corporation
1482114 Ontario Inc., Ontario corporation
3914941 Canada Inc., Canada corporation
3915077 Canada Inc., Canada corporation
Amnitek Ltd., Texas limited partnership
Aris Design Tools PTE Ltd., Singapore corporation
Celestica AG, Switzerland corporation
Celestica Amherst Inc., Canada corporation
Celestica Asia PTE Limited, Singapore corporation
Celestica (Barbados) Inc., Barbados corporation
Celestica Corporation, Delaware corporation
Celestica Denmark A/S, Denmark corporation
Celestica de Monterrey S.A. de C.V., Mexico corporation
Celestica Do Brasil Ltda., Brazil limited liability corporation
Celestica Employee Nominee Corporation, Ontario corporation
Celestica Europe Inc., Ontario corporation
Celestica France SAS, France corporation
Celestica Hong Kong Limited, Hong Kong corporation
Celestica Industries Limited, United Kingdom corporation
Celestica International Inc., Ontario corporation
Celestica Ireland B.V., Netherlands corporation
Celestica Ireland Holdings, Ireland unlimited liability company
Celestica Ireland Limited, Ireland corporation
Celestica Italia S.r.l., Italy corporation
Celestica EMS KK, Japan corporation
Celestica Japan KK, Japan corporation
Celestica Japan Repair Services Inc., Ontario corporation
Celestica Kladso, s.r.o., Czech Republic corporation
Celestica Limited, United Kingdom corporation
Celestica Liquidity Management Hungary Limited Liability Company,
  Hungary corporation
Celestica Malaysia SDN. BHD., Malaysia corporation
Celestica Montreal Inc., Canada corporation
Celestica (PMI) LLC, Delaware corporation
Celestica (PMII) Inc., Delaware corporation
Celestica Rajecko, s.r.o., Czech Republic corporation
Celestica Services Limited, United Kingdom corporation
Celestica Services Inc., Delaware corporation

<Page>

                              -2-


Celestica Singapore PTE Limited, Singapore corporation
Celestica South America Holdings Inc., Ontario corporation
Celestica Suzhuo Technology Ltd., China corporation
Celestica (Switzerland) AG, Switzerland corporation
Celestica (Telford) Limited, United Kingdom corporation
Celestica (Thailand) Limited, Thailand corporation
Celestica (U.S.) Inc., Delaware corporation
Celestica (UK) Holdings Limited, United Kingdom corporation
Dongguan Celestica Electronics, Ltd., China corporation
ePeripherals PTE Ltd., Singapore corporation
ETEQ Components (HK) Ltd., Hong Kong corporation
ETEQ Components PTE Ltd., Singapore corporation
ETEQ Components SDN. BHD., Malaysia corporation
ETEQ Components (Thailand) Co., Ltd., Thailand corporation
Fowseng Plastics Industries PTE Ltd., Singapore corporation
IMS Holdco Inc., Delaware corporation
IMS International Manufacturing Services de Monterrey, S. de R.L. de C.V.,
Mexico corporation
IMS International Manufacturing Services Limited, Cayman Islands corportion
Jiminy S.r.l., Italy corporation
Jin Li Mould Manufacturing PTE Ltd., Singapore corporation
Kojin Mould Mfg. PTE Ltd., Singapore corporation
Microcircuit Technology PTE Ltd., Singapore corporation
NDB Industrial Ltda., Brazil corporation
Omni Design PTE Ltd., Singapore corporation
Omni Electronics (China) PTE Ltd., Singapore corporation
Omni Electronics (M) SDN. BHD., Malaysia corporation
Omni Electronics (S) PTE Ltd., Singapore corporation
Omni Electronics (Shanghai) Co. Ltd., China corporation
Omni Engineering (Shanghai) Co., Ltd., China corporation
Omni HR Resources Services SA de CV, Mexico corporation
Omni Industries (Singapore) Inc., California corporation
Omni Industries Limited, Singapore corporation
Omni Manufacturing Services, S.A. de C.V., Mexico corporation
Omni Plastics (China) PTE Ltd., Singapore corporation
Omni Plastics (Shanghai) Co., Ltd., China corporation
Omni Plastics (Xiamen) Co., Ltd., China corporation
Omni Plastics PTE Ltd., Singapore corporation
Omni Plastics Technologies (Shanghai) Co., Ltd., China corporation
Omni Precision PTE Ltd., Singapore corporation
Omni Precision Sdn. Bhd., Malaysia corporation
Pacific Plastics PTE Ltd., Singapore corporation
Pacific Plastics (Suzhou) Co., Ltd., China corporation
Plastimer Co., Ltd., Thailand corporation
Plastimer Precision Co. Ltd., Thailand corporation


<Page>

                                      -3-

P.T. Omni Electronics Bintan, Indonesia corporation
P.T. Omni Precision, Batam, Indonesia corporation
QET Manufacturing Pte. Ltd., Singapore corporation
Signar s.r.o., Czech Republic corporation


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
