<PAGE>

                              AMENDED AND RESTATED
                         REVOLVING TERM CREDIT AGREEMENT

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

                                  AS BORROWERS

                                     - AND -

                            THE BANK OF NOVA SCOTIA,
                             AS ADMINISTRATIVE AGENT

                                     - AND -

                            THE BANK OF NOVA SCOTIA,
                           AS CANADIAN FACILITY AGENT

                                     - AND -

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

                                     - AND -

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

                                     - AND -

                       THE FINANCIAL INSTITUTIONS NAMED IN SCHEDULE A,
                               AS CANADIAN LENDERS

                                     - AND -

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

                                     - AND -

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

                                U.S. $250,000,000
                         REVOLVING TERM CREDIT FACILITY

                             MADE AS OF JUNE 8, 2001

<PAGE>


                                TABLE OF CONTENTS

ARTICLE 1

INTERPRETATION 3

1.1     Definitions   3

1.2     Headings      29

1.3     Use of Defined Terms 29

1.4     Extended Meanings    30

1.5     Cross References     30

1.6     Reference to Agent or Lenders       30

1.7     Accounting Terms     30

1.8     Consolidated Financial Statements and Consolidated Accounts     30

1.9     Non-Banking Days     31

1.10    References to Time of Day   31

1.11    Severability  31

1.12    Currency      31

1.13    References to Statutes      31

1.14    References to Agreements    31

1.15    Consents and Approvals      32

1.16    Schedules     32

ARTICLE 2

THE FACILITY   33

2.1     Establishment of the Facility       33

2.2     Purpose, Nature and Term of the Facility   33

2.3     Term and Availability of Advances   33


<PAGE>
                                      -ii-

2.4     Lenders' Obligations 36

2.5     Repayment of Advances by Former Designated Subsidiaries  36

2.6     Repayment of Facility  36

2.7     Payments/Cancellation or Reduction  38

2.8     Final Maturity Date; Extension of Conversion Date 38

2.9     Interest on Prime Rate Advances     41

2.10    Interest on Base Rate Canada Advances      42

2.11    Interest on Base Rate Advances      42

2.12    LIBOR Advances   42

2.13    Method and Place of Payment 44

2.14    Fees   45

2.15    Conversion Options   46

2.16    Execution of Notices 47

2.17    Evidence of Indebtedness    47

2.18    Interest on Unpaid Costs and Expenses      48

2.19    Criminal Rate of Interest   48

2.20    Compliance with the Interest Act (Canada)  48

2.21    Nominal Rate of Interest    48

2.22    Swing Line Facility  48

2.23    Increase In Aggregate Commitment Amount To U.S.$250,000,000     51

ARTICLE 3

LETTERS OF CREDIT     53

3.1     Issuance Request     53


<PAGE>
                                      -iii-
3.2     Issuances     53

3.3     Other Lenders' Participation  54

3.4     Reimbursement 55

3.5     Deemed Disbursements 56

3.6     Nature of Reimbursement Obligations 56

3.7     Indemnity for Costs  57

3.8     Fees   57

3.9     Issuing Bank  58

ARTICLE 4

BANKERS' ACCEPTANCES AND ACCEPTANCE NOTES   59

4.1     Funding of Bankers' Acceptances     59

4.2     Acceptance Fees      59

4.3     Safekeeping of Drafts   60

4.4     Term and Interest Periods   60

4.5     Payment on Maturity  60

4.6     Waiver of Days of Grace     60

4.7     Special Provisions Relating to Acceptance Notes   61

4.8     No Market     61

ARTICLE 5

CHANGE OF CIRCUMSTANCES AND INDEMNIFICATION   62

5.1     Collecting Agent Rules      62

5.2     U.K. Lender Representation  62

5.3     Canadian Lender Representation      63

<PAGE>
                                      -iv-

5.4     U.S. Lender Obligations     63

5.5     Increased Costs      64

5.6     Illegality    66

5.7     Mitigation    66

5.8     Taxes  68

5.9     Tax Refund    69

ARTICLE 6

CONDITIONS PRECEDENT TO DRAWDOWN    71

6.1     Conditions for First Drawdown       71

6.2     Conditions for Subsequent Drawdowns 72

6.3     Conditions Relating to First Drawdown by Consent
        Designated Subsidiaries       73

ARTICLE 7

PROVISIONS RELATING TO SUBSIDIARIES 74

7.1     Designated Subsidiaries     74

7.2     Advances to Consent Designated Subsidiaries    76

7.3     Material Restricted Subsidiaries to Provide Guarantees   77

7.4     Unrestricted Subsidiaries   77

ARTICLE 8

REPRESENTATIONS AND WARRANTIES      79

8.1     Representations and Warranties      79

8.2     Survival of Representations and Warranties 83

8.3     Deemed Repetition of Representations and Warranties      83

ARTICLE 9

<PAGE>
                                      -v-

COVENANTS      85

9.1     Affirmative Covenants  85

9.2     Negative Covenants   90

9.3     Financial Covenants  92

ARTICLE 10

DEFAULT AND ACCELERATION     94

10.1    Events of Default    94

10.2    Acceleration  96

10.3    Remedies with Respect to Bankers' Acceptance Advances and
        Letters of Credit  97

10.4    Remedies Cumulative and Waivers     97

10.5    Suspension of Lenders' Obligations  98

10.6    Application of Payments After an Event of Default 98

ARTICLE 11

THE AGENTS AND ADMINISTRATION OF THE FACILITY      99

11.1    Authorization of Action     99

11.2    Procedure for Making Advances       99

11.3    Remittance of Payments      101

11.4    Redistribution of Payment   101

11.5    Duties and Obligations      102

11.6    Prompt Notice to the Lenders    103

11.7    Agent's Authority    104

11.8    Lender's Independent Credit Decision       104

11.9    Indemnification      104

<PAGE>
                                      -vi-

11.10   Successor Agent      104

11.11   Taking and Enforcement of Remedies  105

11.12   Reliance Upon Lenders   106

11.13   Reliance upon Agent  107

11.14   Replacement of Cancelled Commitments       107

11.15   Disclosure of Information   107

11.16   Adjustments of Rateable Portions    109

ARTICLE 12

COSTS, EXPENSES AND INDEMNIFICATION 110

12.1    Costs and Expenses   110

12.2    Indemnification by the Borrowers    110

12.3    Funds  110

12.4    General Indemnity    111

12.5    Environmental Claims 112

ARTICLE 13

GENERAL 114

13.1    Term   114

13.2    Survival      114

13.3    Benefit of the Agreement    114

13.4    Notices   114

13.5    Amendment and Waiver 115

13.6    Governing Law 116

13.7    Further Assurances   116

<PAGE>
                                      -vii-

13.8    Enforcement and Waiver by the Lenders      117

13.9    Execution in Counterparts   117

13.10   Assignment by the Borrowers 117

13.11   Assignments and Transfers by a Lender      117

13.12   Certain Requirements in Respect of Merger, Etc.   120

13.13   Location of Lenders  121

13.14   Set-Off   122

13.15   Time of the Essence  122

13.16   Advertisements   122

13.17   Designation   122

SCHEDULE A - CANADIAN LENDERS

SCHEDULE B - U.S. LENDERS

SCHEDULE C - U.K. LENDERS

SCHEDULE D - LENDERS' COMMITMENTS

SCHEDULE E - APPLICABLE MARGIN, FACILITY FEE AND LC FEE

SCHEDULE F - QUARTERLY CERTIFICATE ON COVENANTS

SCHEDULE G - CONVERSION NOTE

SCHEDULE H - DESIGNATED SUBSIDIARY

SCHEDULE I - DRAWDOWN NOTICE AND NOTICE OF SWING LINE BORROWING

SCHEDULE J - GUARANTEES

SCHEDULE K - ROLLOVER NOTICE

SCHEDULE L - TRANSFER NOTICE

SCHEDULE M - ISSUANCE REQUEST

<PAGE>
                                      -viii-

SCHEDULE N - ACCEPTANCE NOTE

SCHEDULE O - CONSENT LENDER NOTICE

SCHEDULE P - MANDATORY COST CALCULATION

SCHEDULE Q - OPINIONS OF COUNSEL

SCHEDULE R - EXTENSION REQUEST

SCHEDULE S - PERMITTED ENCUMBRANCE CERTIFICATE





<PAGE>


                     AMENDED AND RESTATED REVOLVING TERM CREDIT AGREEMENT

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

B E T W E E N:

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

                                                              OF THE FIRST PART,

                                     - and -

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

                                                             OF THE SECOND PART,

                                     - and -

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

                                                              OF THE THIRD PART,

                                     - and -

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

                                                             OF THE FOURTH PART,

                                     - and -

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

                                                              OF THE FIFTH PART,

                                     - and -

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

                                                              OF THE SIXTH PART,

                                     - and -

<PAGE>
                                      -2-

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

                                                            OF THE SEVENTH PART,

                                     - and -

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

                                                             OF THE EIGHTH PART,

                                     - and -

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

                                                              OF THE NINTH PART.



               WHEREAS the Borrowers, the Administrative Agent, the Canadian
Facility Agent, the U.S. Facility Agent, the U.K. Faculty Agent, the Canadian
Lenders, the U.S. Lenders and the U.K. Lenders are parties to a Credit Agreement
dated as of April 22, 1999 (the "Existing Credit Agreement");

               AND WHEREAS parties hereto wish to amend and restate the Existing
Credit Agreement on the term set forth herein;

               NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of
the premises, the covenants herein contained and other valuable consideration,
the parties hereto agree as follows:



                                   ARTICLE 1

                                 INTERPRETATION

1.1     DEFINITIONS

               In this Agreement:

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

        "ACQUIRED INDEBTEDNESS" means Indebtedness of any Person (i) which is
        outstanding at the time that such Person becomes a Restricted Subsidiary
        or is amalgamated with, or merged with or into, a Borrower or a
        Restricted Subsidiary; or (ii) which is outstanding at


<PAGE>
                                      -3-


        the time that assets of a Person are acquired by a Borrower or a
        Restricted Subsidiary and the obligation for repayment of which is
        assumed by such Borrower or Restricted Subsidiary in connection with the
        acquisition of such assets;

        "ACQUIRING LENDERS" has the meaning specified in Section 2.8(b)(iii);

        "ACQUISITION DATE" has the meaning specified in Section 2.8(b)(iii);

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

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

        "ADVANCE" means a Prime Rate Advance, a Bankers' Acceptance Advance, a
        LIBOR Advance, a Base Rate Advance, a Base Rate Canada Advance made by
        the Lenders or a Lender, as applicable, or the issuance of a Letter of
        Credit and "Advances" means all of them;

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

        "AFFILIATE" means an affiliated body corporate and, for the purposes of
        this Agreement, (i) one body corporate is affiliated with another body
        corporate if one such body corporate is the Subsidiary of the other or
        both are Subsidiaries of the same body corporate or each of them is
        controlled by the same Person and (ii) if two bodies corporate are
        affiliated with the same body corporate at the same time, they are
        deemed to be affiliated with each other; for greater certainty for the
        purposes of this definition, "body corporate" shall include a Canadian
        Chartered Bank;

        "AGENTS" means, collectively, the Administrative Agent, the Canadian
        Facility Agent, the U.S. Facility Agent, the U.K. Facility Agent and all
        Consent Facility Agents from time to time and "Agent" shall mean any of
        the Administrative Agent, the Canadian Facility Agent, the U.S. Facility
        Agent, the U.K. Facility Agent or a Consent Facility Agent as the
        context may require;

        "AGREEMENT" means this agreement and all Schedules attached hereto as
        the same may be amended, restated, replaced or superseded from time to
        time;

        "ALTERNATE LENDERS" has the meaning specified in Section 2.8(b)(iv);

        "APPLICABLE LAW" means, with respect to any Person, property,
        transaction or event, all applicable laws, statutes, rules, regulations,
        codes, treaties, conventions, judgements, orders, awards or
        determinations of courts, arbitrators or mediators, and decrees in any
        applicable jurisdiction which are binding on such Person, property,
        transaction or event;

        "APPLICABLE MARGIN" shall have the meaning specified in Schedule E;


<PAGE>
                                      -4-


        "APPROVED CREDIT RATING AGENCY" means any one of Standard & Poor's
        Ratings Services (a division of The McGraw-Hill Companies, Inc.)
        ("Standard & Poor's"), Moody's Investors Service, Inc. ("Moody's") and
        any other similar agency agreed to by Celestica and the Administrative
        Agent;

        "APPROVING LENDERS" has the meaning specified in Section 2.8(b);

        "ARM'S LENGTH" has the meaning ascribed thereto under the Income Tax Act
        (Canada) in effect as of the date hereof;

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

        "AVAILABLE SWING LINE COMMITMENT" means the monetary amount which is the
        Commitment of the Swing Line Lender as may be increased or decreased
        from time to time pursuant to Section 2.22(l);

        "BANKERS' ACCEPTANCE" means a draft or other bill of exchange in
        Canadian Dollars including, without limitation, a depository bill
        subject to the Depository Bills and Notes Act (Canada), drawn by
        Celestica or a Canadian Designated Subsidiary and accepted by a Canadian
        Lender in accordance with Article 4;

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

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

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

            (ii)  the Canadian Facility Agent, which is also a day on which
                  banks are not required or authorized to close in Toronto,
                  Canada and

                  (A)   in the case of Base Rate Canada Advances in United
                        States Dollars, which is also a day on which banks are
                        not required or authorized to close in New York, New
                        York; or

                  (B)   in the case of LIBOR Advances in United States Dollars,
                        which is also a day on which banks are not required or
                        authorized to close in New York, New York or London,
                        England, or which is a day on which dealings are not
                        carried on in the London interbank market;
<PAGE>
                                      -5-


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

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

                  (A)   in the case of LIBOR Advances in United States Dollars,
                        which is a day on which banks are not required or
                        authorized to close in New York, New York; or

                  (B)   in the case of LIBOR Advances in a Freely Tradeable
                        European Currency, which is a day on which TARGET is
                        operating;

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

                  (A)   in the case of LIBOR Advances in United States Dollars,
                        which is a day on which banks are not required or
                        authorized to close in New York, New York; or

                  (B)   in the case of LIBOR Advances in a Freely Tradeable
                        European Currency, a day on which TARGET is operating;

        "BASE RATE" means, on any day on which such rate is determined, the
        greater of (i) the variable rate of interest per annum, expressed on the
        basis of a year of 360 days established or quoted from time to time by
        the Administrative Agent as the reference rate of interest then in
        effect for determining interest rates on United States Dollar
        denominated commercial loans made by it in the United States; and (ii)
        the Federal Funds Effective Rate plus 1/2 of 1% per annum;

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

        "BASE RATE CANADA" means, on any day on which such rate is determined,
        the greater of (i) the variable rate of interest per annum, expressed on
        the basis of a year of 365 or 366 days, as the case may be, established
        or quoted from time to time by the Administrative Agent as the reference
        rate of interest then in effect for determining


<PAGE>
                                      -6-


        interest rates on United States Dollar denominated commercial loans made
        by it in Canada; and (ii) the Federal Funds Effective Rate plus 1/2 of
        1% per annum;

        "BASE RATE CANADA ADVANCE" means a loan made by the Canadian Lenders to
        Celestica or to a Canadian Designated Subsidiary on which interest is
        payable based on the Base Rate Canada;

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

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

        "BUSINESS" means the business of:

        (b)     conducting a broad range of electronics manufacturing services,
                including the manufacturing, assembly and testing of printed
                circuit boards, printed circuit board assembly, backplanes,
                electro-mechanical sub-assembly, memory modules, photonics,
                opto-electronic assembly, full system assembly, product testing,
                quality assurance, failure analysis, and other related
                manufacturing services;

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

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

        (e)     the design, production, distribution and sale of power products;
                and

        (f)     any incidental businesses conducted by businesses acquired by a
                Borrower or a Restricted Subsidiary whose principal business
                involves one or more of the businesses described in paragraphs
                (a) through (d) of this definition;

        "CANADIAN BA RATE" means, for a particular term, the discount rate per
        annum, calculated on the basis of a year of 365 days, equal to the
        arithmetic average of the rates per annum for Canadian Dollar Bankers'
        Acceptances having such term:

        (a)     for the Schedule I Reference Lenders in respect of the Bankers'
                Acceptances to be accepted by the Schedule I Lenders, that
                appear on the display page designated as the CDOR page (or any
                replacement page) by Reuters Money Market Service (or its
                successor) as of 10:00 a.m. (Toronto time) on the first day of
                such term; and


<PAGE>
                                      -7-


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

        "CANADIAN DOLLARS" and "Cdn. $" mean the lawful currency of Canada in
        immediately available funds;

        "CANADIAN DESIGNATED SUBSIDIARY" means a Designated Subsidiary which was
        incorporated, continued, amalgamated or otherwise created in accordance
        with and continues to be governed by the laws of a province of Canada or
        the federal laws of Canada and which is domiciled in Canada;

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

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

        "CANADIAN SWING LINE ADVANCE" means an Advance made pursuant to the
        provisions of Section 2.22(a);

        "CANADIAN SWING LINE LENDER" means Scotiabank or such other Canadian
        Lender as may have agreed to act as a Canadian Swing Line Lender and to
        which Scotiabank and Celestica may have agreed to acting as a Canadian
        Swing Line Lender from time to time;

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

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

        "CASH EQUIVALENTS" means:

            (i)   United States Dollars, Canadian Dollars or Freely Tradeable
                  European Currency;
<PAGE>
                                      -8-


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

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

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

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

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

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

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

                  (B)   any Lender;

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

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

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


<PAGE>
                                      -9-


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

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

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

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

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

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

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

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

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

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

        "CERCLA" means the United States Comprehensive Environmental Response,
        Compensation and Liability Act of 1980;


<PAGE>
                                      -10-


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

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

        "CLOSING DATE" means June 8, 2001;

        "CODE" means the United States Internal Revenue Code of 1986;

        "COMMENCEMENT DATE" means January 1, 1999;

        "COMMITMENT" means the commitment of each Lender to loan a portion of
        the aggregate amount of the Facility, in the amount set opposite its
        name in Schedule D, as such Schedule D may be amended pursuant to (a)
        Section 2.23 or (b) under a Transfer Notice pursuant to Section 13.11;

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

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

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

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

        "CONSENT SWING LINE ADVANCE" has the meaning set out in Section 2.22(c);

        "CONSENT SWING LINE LENDER" has the meaning set out in Section 2.22(c);

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

        "CONTROL" means, with respect to control of a body corporate by a
        Person, the holding (other than by way of security only) by or for the
        benefit of that Person, or Affiliates of that Person of securities of
        such body corporate or the right to vote or direct the voting of


<PAGE>
                                      -11-


        securities of such body corporate to which, in the aggregate, are
        attached more than 50% of the votes that may be cast to elect directors
        of the body corporate, provided that the votes attached to those
        securities are sufficient, if exercised, to elect a majority of the
        directors of the body corporate;

        "CONTROLLED GROUP" means all members of a controlled group of
        corporations and all members of a controlled group of trades or business
        (whether or not incorporated) under common control which, together with
        the Borrowers, are treated as a single employer under Section 414(b) or
        Section 414(c) of the Code;

        "CONVERSION" means the conversion of one type of Advance into another
        type of Advance pursuant to Section 2.15;

        "CONVERSION DATE" means April 19, 2002 or such later date to which the
        Conversion Date has been extended pursuant to the provisions of Section
        2.8;

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

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

        "DEFAULT" means an event which, with the giving of notice or the passage
        of time or the making of any determination or any combination thereof as
        provided for herein, would constitute an Event of Default;

        "DESIGNATED ACCOUNT" means an account of a Borrower of which the
        Relevant Facility Agent is notified by such Borrower from time to time
        for the purposes of transactions under this Agreement;

        "DESIGNATED SUBSIDIARY" means a directly or indirectly wholly-owned
        Restricted Subsidiary of Celestica designated by Celestica as a Canadian
        Designated Subsidiary, a U.S. Designated Subsidiary or a U.K. Designated
        Subsidiary in accordance with and which complies with the terms of
        Section 7.1(b) of this Agreement or which becomes a Consent Designated
        Subsidiary pursuant to Section 7.1(c);

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

        "DISBURSEMENT" has the meaning specified in Section 3.4;

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

        "DISSENTING LENDERS" has the meaning specified in Section 2.8(b);

        "DRAWDOWN" means a drawdown of an Advance;

<PAGE>
                                      -12-


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

        "DRAWDOWN NOTICE" means a notice substantially in the form set out in
        Exhibit 1 to Schedule I;

        "EBITDA" means, for any particular period, the aggregate of:

        (a)     Net Income for such period;

        (b)     all amounts deducted in the calculation of Net Income in respect
                of Taxes, whether paid or deferred (in accordance with GAAP);

        (c)     all amounts deducted in the calculation of Net Income in respect
                of depreciation;

        (d)     all amounts deducted in the calculation of Net Income in respect
                of amortization;

        (e)     all amounts deducted in the calculation of Net Income in respect
                of Interest Expense;

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

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

        (h)     non-cash charges and purchase accounting deductions,

        provided that, in the event of the acquisition by Celestica or a
        Restricted Subsidiary of (i) a corporation which becomes a new
        Restricted Subsidiary or (ii) any other entity or a group of assets or
        an operation, provided that such operation comprises a going concern
        which becomes a division or part of the business of Celestica or a
        Restricted Subsidiary (an "operation"), EBITDA will, subject to (x) and
        (y), include the EBITDA for the newly acquired Restricted Subsidiary or
        operation for its immediately preceding four fiscal quarters completed
        prior to such acquisition.

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


<PAGE>
                                      -13-


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

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

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

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

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

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

        "ENVIRONMENTAL LAWS" means applicable federal, provincial, state,
        municipal or other local law, statute, regulation or by-law, code,
        ordinance, decree, directive, standard, policy, guideline, rule, order,
        treaty, convention, judgment, award or determination for the protection
        of the environment or human health or relating to the manufacture,
        processing, distribution, use, treatment, storage, Release, transport or
        handling of Hazardous Materials;

        "EQUIVALENT AMOUNT" on any given date in one currency (the "first
        currency") of any amount denominated in another currency (the "second
        currency") means the amount of the first currency which could be
        purchased with such amount of the second currency at the rate of
        exchange quoted by the Administrative Agent at 10:00 a.m. (Toronto time)
        on such date for the purchase of the first currency with the second
        currency;

        "ERISA" means the United States Employee Retirement Income Security Act
        of 1974;

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

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


<PAGE>
                                      -14-


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

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

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

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

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

        "EXTENSION REQUEST" means a request made in writing by Celestica to the
        Administrative Agent substantially in the form set out in Schedule R;

        "FACE AMOUNT" means, in respect of a Bankers' Acceptance, the amount
        payable to the holder thereof on the maturity thereof and means, in
        respect of a Letter of Credit, the maximum amount payable to a
        beneficiary thereunder;

        "FACILITY" means the revolving term credit facility in an aggregate
        principal amount of U.S. $250,000,000 to be made available to the
        Borrowers as set forth in Article 2 as same may be extended subject to
        the terms set forth herein;

        "FACILITY FEE" has the meaning specified in Section 2.14(a) and
        calculated in accordance with Schedule E;

        "FEDERAL FUNDS EFFECTIVE RATE" means, for any particular day, the
        variable rate of interest per annum, calculated on the basis of a
        360-day year as determined by the Administrative Agent for the actual
        number of days elapsed, equal to:

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

            (ii)  for any Banking Day on which such rate is not so published by
                  the Federal Reserve Bank of New York, the average of the
                  quotations for such day for such transactions received by the
                  Administrative Agent from three federal funds brokers of
                  recognized standing selected by the Administrative Agent in
                  consultation with Celestica;

        "FINAL MATURITY DATE" means the day which is two years from the last
        Conversion Date;


<PAGE>
                                      -15-


        "FREELY TRADEABLE EUROPEAN CURRENCY" means Pounds Sterling and, so long
        as it trades on a LIBOR equivalent basis and is freely convertible to
        Canadian Dollars and to United States Dollars, the Euro;

        "GAAP" has the meaning specified in Section 1.7;

        "GLOBAL RATEABLE PORTION" means, with respect to any Lender, at any
        time, the ratio, expressed as a decimal fraction, of:

            (i)   such Lender's Commitment at such time to

            (ii)  the aggregate of the Commitments of all of the Lenders at such
                  time;

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

        "GUARANTOR" means each Person which, on the date of this Agreement, is
        or, after the date of this Agreement, becomes a Material Restricted
        Subsidiary and "Guarantors" means two or more of them;

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

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

        "INDEBTEDNESS" of any Person means, without duplication:

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

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

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

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


<PAGE>
                                      -16-


        (e)     whether or not so included as liabilities in accordance with
                GAAP, all obligations of such Person to pay the deferred
                purchase price of property or services, and indebtedness
                (excluding prepaid interest thereon), secured by a lien on the
                property owned or being purchased by such Person (including
                indebtedness arising under conditional sales or other title
                retention agreements), whether or not such indebtedness shall
                have been assumed by such Person or is limited in recourse;

        (f)     all Contingent Liabilities of such Person; and

        (g)     any Acquired Indebtedness.

        For all purposes of this Agreement, the Indebtedness of any Person shall
        include the Indebtedness of any partnership or joint venture in which
        such Person is a general partner or a joint venturer;

        "INDEMNIFIED PERSON" has the meaning specified in Section 5.8(b);

        "INDEMNIFYING PARTY" has the meaning specified in Section 12.4(c);

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

        "INTEREST EXPENSE" means, for any period, the aggregate consolidated
        interest expense of Celestica on a consolidated basis as determined in
        accordance with GAAP including the portions of any payment made in
        respect of Capital Leases allocable to interest expenses but excluding
        deferred financing costs and other non-cash interest expense;

        "INTEREST PAYMENT DATE" shall have the meaning set out in Section 2.9;

        "INTEREST PERIOD" means relative to any LIBOR Advance, Bankers'
        Acceptance or Advance by way of an Acceptance Note, the period
        commencing on (and including) the date on which such LIBOR Advance is
        made or continued as, or converted into, a LIBOR Advance, such Bankers'
        Acceptance or Acceptance Note is issued, and ending on (but excluding)
        the day which is, in the case of a Bankers' Acceptance (or Acceptance
        Note), approximately 30, 60, 90 or 180 days thereafter, or which in the
        case of any LIBOR Advance, numerically corresponds to such date one,
        two, three or six months thereafter (or, if such month has no
        numerically corresponding date, on the last Banking Day of such month)
        or which, in the case of a LIBOR Advance to a U.K. Designated Subsidiary
        may be seven days thereafter, in each case as the Borrower may select;
        provided, however, that:

        (a)     if such Interest Period would otherwise end on a day which is
                not a Banking Day, such Interest Period shall end on the next
                following Banking Day (unless, if such Interest Period applies
                to LIBOR Advances, and such next following Banking Day is the
                first Banking Day of a calendar month, in which case such
                Interest


<PAGE>
                                      -17-


                Period shall end on the Banking Day next preceding such
                numerically corresponding day);

        (b)     the Borrowers shall not be permitted to select, collectively or
                in the aggregate, Interest Periods to be in effect at any one
                time which have expiration dates occurring on more than ten
                different dates, unless otherwise previously consented to in
                writing by the Administrative Agent; and

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

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

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

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

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

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

        "LETTER OF CREDIT" means a standby letter of credit or a letter of
        guarantee issued by an Issuing Bank at the request of Celestica pursuant
        to Section 3.1;

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

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

        (a)     the rate of interest per annum of the offered quotations for
                deposits in the currency of the relevant Advance for a period
                equal or comparable to the Interest Period in an amount
                comparable to the Advance as such rate is reported on the
                display designated as "page 3750" or "page 3740", as applicable
                (or any replacement pages) by "Telerate - The Financial
                Information Network" published by Telerate Systems, Inc. (or
                such other company or service as may be nominated by the British
                Bankers' Association as the information vendor for the purpose
                of displaying British Bankers' Association Interest Settlement
                Rates for deposits in the currency in which the LIBOR Advance is
                requested) at or about 10:00 a.m. (London, England time) on the
                applicable Rate Fixing Day; or


<PAGE>
                                      -18-


        (b)     if a rate cannot be determined under paragraph (a) above, the
                rate determined by the Administrative Agent to be the arithmetic
                average (rounded up if necessary, to the nearest 1/16 of 1%) of
                such rates as reported on the display page designated as the
                page (or any replacement page) for the offering of deposits in
                the currency in which the LIBOR Advance is requested (for
                example, the LIBO page in the case of United States Dollars) by
                Reuters Money Market Service (or its successor) for a period
                equal to or comparable to the Interest Period and in an amount
                comparable to the Advance at or about 10:00 a.m. (London,
                England time) on the applicable Rate Fixing Day provided that at
                least two such rates are reported on such page; or

        (c)     if a rate cannot be determined under either of paragraphs (a)
                and (b) above, the rate determined by the Administrative Agent
                for a particular Interest Period to be the arithmetic average of
                the rates per annum at which deposits in the currency in which
                the LIBOR Advance is requested in immediately available funds
                are offered to the LIBOR Offices in the London interbank market
                for a period equal to or comparable to the Interest Period and
                an amount comparable to the Advance at or about 10:00 a.m.
                (London, England time) on the applicable Rate Fixing Day.

        For the purposes of this definition, "Rate Fixing Day" means in respect
        of each Interest Period (x) in the case of a LIBOR Advance denominated
        in Pounds Sterling, the first day of such Interest Period; or (y) in the
        case of a LIBOR Advance denominated in any other Freely Tradeable
        European Currency or in United States Dollars, the second Banking Day
        before the first day of such Interest Period.

        "LIBOR ADVANCE" means a loan made by the Lenders to a Borrower on which
        interest is payable at the LIBO Rate plus the Applicable Margin;

        "LIBOR OFFICE" means, relative to any Lender, the office of such Lender
        designated as such below its signature hereto, or designated in the
        Transfer Notice by which a financial institution becomes a Lender
        pursuant to Section 13.11, or such other office of a Lender (or any
        successor, assign or Affiliate of such Lender) as designated from time
        to time by notice from such Lender to Celestica and the Administrative
        Agent, whether or not outside Canada, which may be making or maintaining
        the LIBOR Advances of such Lender;

        "LIENS" means any security interest, mortgage, pledge, hypothec,
        hypothecation, assignment, deposit arrangement, encumbrance, lien
        (statutory or otherwise) or charge against or interest in property to
        secure payment of a debt or performance of an obligation (including the
        interest of a vendor or lessor under any conditional sale agreement, or
        of a lessor under any lease including a Capital Lease or other title
        retention agreement);


<PAGE>
                                      -19-


        "LOAN DOCUMENTS" means this Agreement, the Guarantees provided for
        herein and all other agreements, documents or instruments to be executed
        and delivered to the Administrative Agent, the Lenders or any of them by
        the Borrowers, the Guarantors or any of them hereunder or thereunder or
        pursuant hereto or thereto;

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

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

        "MAIN FACILITY COMMITMENT" means, at any time, the amount, if any, by
        which the Commitment of the Swing Line Lender exceeds the Available
        Swing Line Commitment at that time;

        "MAIN FACILITY RATEABLE PORTION" means, with respect to any Lender, at
        any time, subject to adjustment by the Administrative Agent in
        accordance with Section 11.16 of this Agreement and also subject to
        Sections 2.3 and 4.1 of this Agreement, the ratio, expressed as a
        decimal fraction, of;

            (i)   such Lender's Commitment at such time (or, if such Lender is
                  Scotiabank, or an affiliate thereof, the Main Facility
                  Commitment) to

            (ii)  the aggregate of the Commitments of all of the Lenders (other
                  than Scotiabank and its affiliates) at such time and the Main
                  Facility Commitment at such time;

        "MAJORITY LENDERS" means the Lenders, the Commitments of which are in
        the aggregate more than 51% of the aggregate amount of Commitments;

        "MANDATORY COST" means, in relation to a LIBOR Advance, an amount
        determined in accordance with Schedule P;

        "MATERIAL ADVERSE CHANGE" means any change of circumstances or any event
        which would reasonably be likely to have a Material Adverse Effect;

        "MATERIAL ADVERSE EFFECT" means a material adverse effect on (a) the
        business, assets, operations, prospects or condition, financial or
        otherwise, of Celestica and of the Restricted Subsidiaries taken as a
        whole, or (b) the ability of any Borrower to perform any of its
        Obligations, or (c) the rights of the Administrative Agent and the
        Lenders against the Obligors on a consolidated basis pursuant to the
        Loan Documents;

        "MATERIAL RESTRICTED SUBSIDIARY" means (i) each Designated Subsidiary
        and (ii) any other Restricted Subsidiary of Celestica whose assets total
        greater than U.S.


<PAGE>
                                      -20-


        $150,000,000 on an unconsolidated basis on the date referenced in the
        most recently delivered set of financial statements delivered pursuant
        to Section 9.1(a)(ii); provided, however, that the unconsolidated assets
        of all Restricted Subsidiaries which are not Material Restricted
        Subsidiaries shall not exceed on the date referenced in such financial
        statements, in the aggregate, ten per cent (10%) of the consolidated
        assets of the Borrowers and the Restricted Subsidiaries on such date,
        and in the event that the unconsolidated assets of all Restricted
        Subsidiaries which are not Material Restricted Subsidiaries exceeds, on
        the date referenced in such financial statements, in the aggregate, ten
        percent (10%) of the consolidated assets of the Borrowers and Restricted
        Subsidiaries, Celestica shall set out in a Schedule to the Officer's
        Certificate to be delivered in accordance with Section 9.1(a)(iii) the
        Restricted Subsidiaries which it wishes to designate as Material
        Restricted Subsidiaries such that unconsolidated assets of all of the
        Restricted Subsidiaries which are not Material Restricted Subsidiaries
        shall not exceed ten percent (10%) of the consolidated assets of the
        Borrowers and Restricted Subsidiaries on such date;

        "MEMBER STATE" means a country which:

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

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

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

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

            (i)   the outstanding monetary Obligations at such time;

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

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


<PAGE>
                                      -21-


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

            (v)   any Acquired Indebtedness outstanding at such time;

        plus

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

        exceeds the aggregate of

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

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

        "NOTICE OF AMOUNT" has the meaning specified in Section 5.5;

        "NOTICE OF SWING LINE BORROWING" means a notice substantially in the
        form set out in Exhibit 2 to Schedule I;

        "NOTIFICATION DATE" has the meaning specified in Section 12.5(c);

        "NOTIONAL BA PROCEEDS" means, with respect to a Bankers' Acceptance
        Advance, the aggregate Face Amount of the Bankers' Acceptances or
        principal amount of the Acceptance Notes comprising such Bankers'
        Acceptance Advance, if applicable, less the aggregate of:

        (a)     a discount from the aggregate face amount of such Bankers'
                Acceptances or principal amount of such Acceptance Notes, if
                applicable, calculated in accordance with normal market
                practices based on the Canadian BA Rate for the term of such
                Bankers' Acceptances or Acceptance Notes, if applicable; and

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

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

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

        "OFFICER'S CERTIFICATE" means a certificate signed by any one of the
        Chairman of the Board, the President, the Chief Executive Officer, the
        Chief Operating Officer, the Chief


<PAGE>
                                      -22-


        Financial Officer, any Senior Vice-President, any Vice-President, the
        Treasurer, the Controller, the Assistant Treasurer, the Secretary or
        the Assistant Secretary of Celestica;

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

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

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

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

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

        "PENSION PLAN" means:

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

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

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

        (a)     inchoate or statutory Liens for Taxes, assessments and other
                governmental charges or levies which are not delinquent (taking
                into account any relevant grace periods) or the validity of
                which are currently being contested in good faith by appropriate
                proceedings and in respect of which there shall have been set
                aside a


<PAGE>
                                      -23-


                provision or reserve (to the extent required by GAAP) in an
                amount which is adequate therefor;

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

        (c)     easements, rights-of-way, servitudes, restrictions and similar
                rights in real property comprised in the assets of Celestica or
                the relevant Restricted Subsidiary or interests therein granted
                or reserved to other persons, provided that such rights do not,
                in the aggregate, materially detract from the value of the
                assets of Celestica or any Material Restricted Subsidiary or
                materially interfere with the use thereof in the operation of
                the business of Celestica or any Material Restricted Subsidiary;

        (d)     title defects or irregularities which are of a minor nature and
                which do not, in the aggregate, materially detract from the
                value of the assets of Celestica or any Material Restricted
                Subsidiary or materially interfere with the use thereof in the
                operation of the business of Celestica or any Material
                Restricted Subsidiary;

        (e)     Liens incidental to the conduct of the business or the ownership
                of the assets of Celestica or the relevant Restricted Subsidiary
                (other than those described in Clauses (f) and (g) of this
                definition) which were not incurred in connection with the
                borrowing of money or the obtaining of advances of credit
                (including, without limitation, unpaid purchase price), and
                which do not, in the aggregate, materially detract from the
                value of the assets of Celestica or any Material Restricted
                Subsidiary or materially interfere with the use thereof in the
                operation of the business of Celestica or any Material
                Restricted Subsidiary;

        (f)     Liens securing appeal bonds or other similar Liens arising in
                connection with court proceedings (including, without
                limitation, surety bonds, security for costs


<PAGE>
                                      -24-


                of litigation where required by law and letters of credit) or
                any other instrument serving a similar purpose;

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

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

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

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

        (k)     the interests of lessors (including without limitation, security
                interests granted in favour of lessors) pursuant to all leases,
                including Capital Leases and synthetic leases, under which
                Celestica or the relevant Restricted Subsidiary is the lessee;

        (l)     the extension, renewal or refinancing of any Permitted
                Encumbrance, provided that the amount so secured does not exceed
                the original amount secured immediately prior to such extension,
                renewal or refinancing;

        (m)     Liens granted over the assets securitized in connection with any
                Permitted Securitization Transaction;

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

        (o)     Liens granted by Celestica and/or any Restricted Subsidiary
                pursuant to future subsidized financing by development entities
                on terms and conditions satisfactory to the Administrative Agent
                and the Majority Lenders;


<PAGE>
                                      -25-


        (p)     Liens granted to secure Acquired Indebtedness, to the extent
                that (i) such Liens exist at the time such person or the assets
                subject to such Lien are acquired by Celestica or a Restricted
                Subsidiary; (ii) such Liens were not created in contemplation of
                the transaction by which the subject Indebtedness became
                Acquired Indebtedness; and (iii) such Liens either (A) only
                extend to the assets acquired or the assets of the Person
                acquired, as applicable, in the transaction pursuant to which
                the Acquired Indebtedness became an obligation of a Borrower or
                a Restricted Subsidiary or (B) are discharged within 60 days of
                such acquisition;

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

        (r)     Liens of the nature contemplated in (b), (c), (d) or (e) above,
                but exceeding the materiality thresholds specified therein,
                securing indebtedness in the aggregate not greater than U.S.
                $50,000,000; and

        (s)     the Lien perfected by the registration in the Ontario Personal
                Property Registration System of Financing Statement Reference
                File No. 078426459, Registration No. 961017 1441 0043 8892
                registered on October 17, 1996 for a period of 5 years, naming
                as Business Debtor Celestica, Inc. at its address located at 844
                Don Mills Rd., 32/737 North York, Ontario M3C 1V7 by 1201541
                Ontario Inc. as Secured Party, naming as the secured party's
                address 161 Bay Street, 49th Floor, P.O. Box 700, Canada Trust
                Tower Toronto, Ontario M5J 2S1 and checking the collateral
                classifications accounts and other, which financing statement
                was amended on October 23, 1996 by Registration No. 961023 1124
                0043 9764 to indicate change of name of the Secured Party to
                Celestica International Inc. pursuant to articles of amendment
                dated October 22, 1996. This registration shall perfect only
                security interests granted in connection with a Loan Agreement
                made as of November 4, 1996, as amended, between Celestica, Inc.
                (a predecessor to Celestica International Inc.) and 1201541
                Ontario Inc. (a predecessor to Celestica International Inc.),
                pursuant to which Celestica, Inc. borrowed an aggregate
                principal amount of U.S. $200,000,000 from 1201541 Ontario Inc.;

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

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


<PAGE>
                                      -26-


        "PERMITTED SUBORDINATED INDEBTEDNESS" means all unsecured Indebtedness
        of Celestica, which, in respect of principal, is subordinated in right
        of payment to the payment in full in cash of all monetary Obligations
        and, in respect of interest, is only so subordinated upon the occurrence
        and during the continuance of a Default, in each case, on terms
        satisfactory to the Administrative Agent and the Majority Lenders, the
        terms of which permit Celestica at Celestica's sole option in all
        circumstances to satisfy such indebtedness by the issue of Shares or
        other securities convertible in all circumstances at the sole option of
        Celestica into Shares of Celestica;

        "PERSON" means an individual, company, partnership (whether or not
        having separate legal personality), corporation (including a business
        trust and a Canadian chartered bank), joint stock company, trust,
        unincorporated association, joint venture or other entity, or a
        government, state or political subdivision thereof or any agency of such
        government, state or political subdivision;

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

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

        "PREDECESSOR GUARANTEE" has the meaning described thereto in Section
        13.12;

        "PRIME RATE" means the greater of (i) the variable rate of interest per
        annum, expressed on the basis of a year of 365 or 366 days, as the case
        may be, established or quoted from time to time by the Administrative
        Agent as the reference rate of interest then in effect for determining
        interest rates on Canadian Dollar denominated commercial loans made by
        it in Canada and (ii) the sum of (x) the rate per annum for Canadian
        Dollar bankers' acceptances having a term of 30 days that appears on the
        display page designated as the CDOR Page (or any replacement page) by
        Reuters Money Market Service (or its successor) as of 10:00 a.m. on the
        date of determination as reported by the Administrative Agent, and (y)
        1/2 of 1% per annum;

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

        "PROPERTY" has the meaning ascribed thereto in Section 12.5;

        "PURCHASE MONEY OBLIGATIONS" means any Lien created, issued or assumed
        by Celestica or any Subsidiary to secure indebtedness assumed as part
        of, or issued or incurred to pay or provide funds to pay, all or a part
        of the purchase price of any property (other than the shares, stock or
        other securities of any Subsidiary or of any corporation which becomes a
        Subsidiary upon such purchase, except for an Unrestricted Subsidiary);

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


<PAGE>
                                      -27-


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

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

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

        "RELEVANT FACILITY AGENT" means:

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

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

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

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

        and "FACILITY AGENT" means any one of them;

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

        "RESTRICTED SUBSIDIARY" means each and every Subsidiary of Celestica
        which is not at the time an Unrestricted Subsidiary. For greater
        certainty, a Subsidiary of an Unrestricted Subsidiary shall not be a
        Restricted Subsidiary;

        "ROLLOVER" means a rollover of a LIBOR Advance or a Bankers' Acceptance
        pursuant to and in accordance with Sections 2.12, 4.4 and 4.5;

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

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


<PAGE>
                                      -28-


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

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

        "SENIOR UNSECURED CREDIT AGREEMENT" means the Credit Agreement dated as
        of July 7, 1998 among Celestica and the Subsidiaries of Celestica
        designated therein, as borrowers, Scotiabank as Administrative Agent,
        Canadian Facility Agent, U.S. Facility Agent and U.K. Facility Agent and
        Scotiabank and the Financial Institutions named therein as lenders as
        same may be amended, restated, supplemented, extended or replaced from
        time to time;

        "SHARES", as applied to the shares of any corporation or other entity,
        means the shares or other ownership interests of every class whether now
        or hereafter authorized, regardless of whether such shares or other
        ownership interests shall be limited to a fixed sum or percentage with
        respect to the rights of the holders thereof to participate in dividends
        and in the distribution of assets upon the voluntary or involuntary
        liquidation, dissolution or winding-up of such corporation or other
        entity;

        "SPECIAL PURPOSE SUBSIDIARY" means any Subsidiary of Celestica which (a)
        is formed for the purpose of effecting any Permitted Securitization
        Transaction and engaging in other activities reasonably related thereto,
        and, where applicable, (b) is structured as a "bankruptcy-remote
        subsidiary" in accordance with customary practices in the asset-backed
        securitization market;

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

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

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

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


<PAGE>
                                      -29-


        "SWING LINE ADVANCE" means a Canadian Swing Line Advance, a U.S. Swing
        Line Advance or, subject to Section 2.22(c), a Consent Swing Line
        Advance;

        "SWING LINE LENDER" means any of the Canadian Swing Line Lender, the
        U.S. Swing Line Lender or a Consent Swing Line Lender as the context may
        require;

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

        "TAKE-OVER BID" means an offer to acquire made by Celestica or any
        Restricted Subsidiary, alone or acting jointly or in concert with any
        other Person or Persons (collectively, the "offeror") to any holder of
        Shares or securities convertible, exchangeable or exercisable into
        Shares (the "Target Shares") of the offeree issuer, which has not been
        solicited by or made at the request of the board of directors of the
        offeree issuer or with respect to which the board of directors of the
        offeree issuer has not recommended acceptance, where the Target Shares
        subject to the offer to acquire, together with the Target Shares held by
        or on behalf of the offeror on the date of the offer, constitute, in
        aggregate, 20% (or such lesser percentage as would require compliance
        with the formal requirements governing take-over bids (such as the
        delivery of circulars or equivalent disclosure documents to shareholders
        under Applicable Law)) or more of the outstanding Target Shares at the
        date of the offer to acquire, but excluding any such offer which, under
        the Applicable Law of the jurisdiction in which such offer is made,
        would be exempt from such formal requirements;

        "TAKE-OVER BID NOTICE" has the meaning specified in Section 2.3;

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

        (a)     capital stock;

        (b)     preferred stock;

        (c)     paid-in capital;

        (d)     retained earnings; and

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

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


<PAGE>
                                      -30-


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

        (g)     goodwill and other intangibles; and

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

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

        "TAXES" includes all present and future income, corporation, capital
        gains, capital and value-added and goods and services taxes and all
        stamp, franchise and other taxes and levies, imposts, deductions,
        duties, charges and withholdings whatsoever together with interest
        thereon and penalties with respect thereto, if any, and charges, fees
        and other amounts made on or in respect thereof;

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

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

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

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

        "TRUST INDENTURE" has the meaning specified in Section 13.17;

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

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

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

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


<PAGE>
                                      -31-


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

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

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

"U.S. SWING LINE ADVANCE" means an Advance made pursuant to the provisions of
Section 2.22(b);

"U.S. SWING LINE LENDER" means the Atlanta Agency of The Bank of Nova Scotia or
such other U.S. Lender as may have agreed to act as a U.S. Swing Line Lender and
to which Scotiabank and Celestica may have agreed to acting as a U.S. Swing Line
Lender from time to time; and

"UNRESTRICTED SUBSIDIARY" means a Subsidiary of Celestica designated by
Celestica as such in accordance with Section 7.4 of this Agreement and any
Subsidiary of an Unrestricted Subsidiary.

1.2     Headings

The division of this Agreement into Articles and Sections and the insertion of
an index and headings are for convenience of reference only and shall not affect
the construction or interpretation hereof. The terms "this Agreement", "hereof",
"hereunder" and similar expressions refer to this Agreement and not to any
particular Article, Section, paragraph or other portion hereof and include any
agreement supplemental hereto. Save as expressly provided herein, references
herein to Articles and Sections are to Articles and Sections of this Agreement.

1.3     Use of Defined Terms

Unless otherwise defined or the context otherwise requires, terms for which
meanings are provided in this Agreement shall have such meanings when used in
each Drawdown Notice, Conversion Notice, Rollover Notice, Loan Document, notice
and other communication delivered from time to time in connection with this
Agreement or any other Loan Document.

1.4     Extended Meanings

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

1.5     Cross References

Unless otherwise specified, references in this Agreement and in each other Loan
Document to any Article or Section are references to such Article or Section of
this Agreement or such other


<PAGE>
                                      -32-


Loan Document, as the case may be, and unless otherwise specified referenced in
the Article, Section or definition to any Clause are references to such Clause
of such Article, Section or definition.

1.6     Reference to Agent or Lenders

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

1.7     Accounting Terms

Unless otherwise specified, all accounting terms used herein or in any other
Loan Document shall be interpreted, all accounting determinations and
computations hereunder or thereunder shall be made, and all financial statements
required to be delivered hereunder or thereunder shall be prepared in accordance
with, those Canadian generally accepted accounting principles as now or (except
as provided in clause (a)(iii) of the definition of Net Funded Debt) hereafter
adopted by the Canadian Institute of Chartered Accountants or any successor
thereto ("GAAP") and all financial data submitted pursuant to this Agreement
shall be prepared in accordance with such principles, consistently applied;
provided that, if Celestica notifies the Administrative Agent that it wishes to
amend any covenant in Section 9.3 to eliminate the effect of any change in GAAP
or any change in the application of accounting policies on the operation of such
covenant (or the Administrative Agent notifies Celestica that the Majority
Lenders wish to amend Section 9.3 for such purpose), Celestica's compliance with
such covenant shall be determined on the basis of GAAP or accounting policies in
effect immediately before the relevant change in GAAP or change in accounting
policies became effective, until either such notices are withdrawn or such
covenant is amended in a manner satisfactory to Celestica, the Administrative
Agent and the Majority Lenders.

1.8     Consolidated Financial Statements and Consolidated Accounts

Notwithstanding Section 1.7, wherever in this Agreement reference is made to a
consolidated financial statement of Celestica or to a determination to be made
on a consolidated basis, such reference shall be deemed to be to a consolidated
financial statement or consolidated basis, determined in accordance with GAAP,
which consolidates only the financial statements or accounts of Celestica and
its Subsidiaries, excluding all Unrestricted Subsidiaries, with investments by
Celestica or any Restricted Subsidiary in Unrestricted Subsidiaries accounted
for using equity accounting. At any time that Celestica and all Restricted
Subsidiaries have no Unrestricted Subsidiaries, all references to consolidated
financial statements herein shall be deemed to be references to the fully
consolidated financial statements of Celestica.

1.9     Non-Banking Days

Except as otherwise specified herein, whenever any payment to be made hereunder
shall be stated to be due or any action to be taken hereunder shall be stated to
be required to be taken on a

<PAGE>
                                      -33-

day other than a Banking Day, such payment shall be made or such action shall be
taken on the next succeeding Banking Day and, in the case of the payment of any
monetary amount, the extension of time shall be included for the purposes of
computation of interest or fees thereon.

1.10    References to Time of Day

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

1.11    Severability

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

1.12    Currency

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

1.13    References to Statutes

Except as otherwise provided herein, any reference in this Agreement to a
statute shall be construed to be a reference to such statute as the same may
have been, or may from time to time be, amended, reformed or otherwise modified
or re-enacted from time to time.

1.14    References to Agreements

Except as otherwise provided herein, any reference herein to this Agreement, any
other Loan Document or any other agreement or document shall be construed to be
a reference to this Agreement, such Loan Document or such other agreement or
document, as the case may be, as the same may have been, or may from time to
time be, amended, restated, extended, supplemented or replaced.

1.15    Consents and Approvals

Whenever the consent in writing or approval in writing of a party hereto is
required in a particular circumstance, unless otherwise expressly provided for
therein, such consent or approval shall not be unreasonably withheld or delayed
by such party.

1.16    Schedules

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


<PAGE>
                                      -34-


<TABLE>

<S>            <C>    <C>
Schedule A     -      Canadian Lenders

Schedule B     -      U.S. Lenders

Schedule C     -      U.K. Lenders

Schedule D     -      Lenders' Commitments

Schedule E     -      Applicable Margin, Facility Fee and LC Fee

Schedule F     -      Quarterly Certificate on Covenants

Schedule G     -      Conversion Notice

Schedule H     -      Designated Subsidiary Agreement

Schedule I     -      Drawdown Notice and Notice of Swing Line Borrowing

Schedule J     -      Guarantees

Schedule K     -      Rollover Notice

Schedule L     -      Transfer Notice

Schedule M     -      Issuance Request

Schedule N     -      Acceptance Note

Schedule O     -      Consent Lender Notice

Schedule P     -      Mandatory Cost Calculation

Schedule Q     -      Opinions of Counsel

Schedule R     -      Extension Request

Schedule S     -      Permitted Encumbrance Certificate
</TABLE>





ARTICLE 2

THE FACILITY

<PAGE>
                                      -35-


2.1     Establishment of the Facility

Upon the terms and subject to the conditions hereof, each of the Lenders hereby
severally agrees to make its Global Rateable Portion of the Facility available
to the Borrowers as specified in Sections 2.2, 2.3 and 2.22.

2.2     Purpose, Nature and Term of the Facility

(a)     The Facility is being made available to the Borrowers by the Lenders for
the business and operations of the Borrowers and their respective Restricted
Subsidiaries, including, without limitation and for greater certainty, to
finance acquisitions of companies which, after the acquisition thereof, will
become Restricted Subsidiaries or assets which, after the acquisition thereof,
will be owned by Celestica or a Restricted Subsidiary and for commercial paper
support.

(b)     Advances under the Facility shall not be used by any Borrower to finance
the acquisition of, investment in, loan to or to provide working capital to an
Unrestricted Subsidiary. Letters of Credit shall not be available to support or
secure any Indebtedness of an Unrestricted Subsidiary, including, without
limitation, a loan or other advance to an Unrestricted Subsidiary.

(c)     Subject to the terms and conditions of this Agreement (including,
without limitation, Section 2.8) the Facility shall be a revolving credit
facility and the Borrowers may borrow, repay and reborrow under the Facility as
they see fit at any time prior to the Conversion Date. The Facility shall
terminate on the Final Maturity Date.

2.3     Term and Availability of Advances

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

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

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

(iii)   to Celestica or any Canadian Designated Subsidiary, Drawdowns from
Canadian Lenders, each in a minimum amount of U.S. $5,000,000 and integral
multiples of U.S. $100,000 in excess thereof, in United States Dollars by way of
Base Rate Canada Advances;

<PAGE>
                                      -36-


(iv)    to Celestica or any Canadian Designated Subsidiary, Drawdowns from
Canadian Lenders, each in a minimum amount of U.S. $5,000,000 and integral
multiples of U.S. $100,000 in excess thereof, in United States Dollars by way of
LIBOR Advances;

(v)     to any U.S. Designated Subsidiary, Drawdowns from U.S. Lenders, each in
a minimum amount of U.S. $5,000,000 and integral multiples of U.S. $100,000 in
excess thereof, in United States Dollars by way of Base Rate Advances; (vi) to
any U.S. Designated Subsidiary, Drawdowns from U.S. Lenders, each in a minimum
amount of U.S. $5,000,000 and integral multiples of U.S. $100,000 in excess
thereof, in United States Dollars by way of LIBOR Advances;

(vii)   to Celestica U.K. or any other U.K. Designated Subsidiary, Drawdowns
from U.K. Lenders, each in a minimum amount of U.S. $5,000,000 and integral
multiples of U.S. $100,000 in excess thereof, in United States Dollars by way of
LIBOR Advances provided that any Drawdown from U.K. Lenders by way of LIBOR
Advance the Interest Period of which is seven days, the minimum amount of such
Drawdown shall be equal to U.S. $2,000,000 on the day of the subject Drawdown
Notice and integral multiples equal to U.S. $100,000 in excess thereof;

(viii)  to Celestica U.K. or any other U.K. Designated Subsidiary, Drawdowns
from U.K. Lenders, each in a minimum Equivalent Amount equal to U.S. $5,000,000
on the day of the subject Drawdown Notice, and integral multiples equal to, if
so converted, U.S. $100,000, in excess thereof in, at the Borrower's option, any
Freely Tradeable European Currency by way of LIBOR Advances, provided that any
Drawdown from U.K. Lenders by way of LIBOR Advance the Interest Period of which
is seven days, the minimum Equivalent Amount of such Drawdown shall be equal to
U.S. $2,000,000 on the day of the subject Drawdown Notice, and integral
multiples equal to, if so converted, U.S. $100,000, in excess thereof;

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

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

(b)   Each Drawdown of an Advance pursuant to Section 2.3(a)(i) to (ix) shall be
made by irrevocable Drawdown Notice, which Drawdown Notice shall be given by
Celestica or any Canadian Designated Subsidiary to the Canadian Facility Agent,
by any U.S. Designated Subsidiary to the U.S. Facility Agent, by any U.K.
Designated Subsidiary to the U.K. Facility Agent, by any Consent Designated
Subsidiary to the Relevant Consent Facility Agent (and to


<PAGE>
                                      -37-


such other Person as may be agreed between the Administrative Agent and
Celestica), not later than (x) 10:00 a.m. Toronto, Canada time on the Banking
Day prior to the relevant Drawdown Date in the case of Prime Rate Advances,
Bankers' Acceptance Advances, Base Rate Canada Advances and Base Rate Advances,
(y) 10:00 a.m. London, England time on the Banking Day prior to the relevant
Drawdown Date in the case of a LIBOR Advance in Pounds Sterling, and (z) 10:00
a.m. London, England time and 10:00 a.m. New York, New York time on the third
Banking Day prior to the relevant Drawdown Date in the case of a LIBOR Advance
in United States Dollars or in Euros.

(c)   The Borrowers shall have the right to convert one currency into another as
they see fit, but subject to the terms of this Agreement, including, without
limitation, those provisions set out in items (i) to (x) of subsection (a) above
if the Conversion relates to an Advance other than a Swing Line Advance,
providing for the manner in which the Facility is available to each Borrower. A
Borrower may not make a Drawdown under the Facility if, as a result of such
Drawdown, the sum of (i) the Equivalent Amount, expressed in United States
Dollars, of the aggregate principal amount of all Prime Rate Advances and
Acceptance Notes outstanding under the Facility, plus (ii) the Equivalent
Amount, expressed in United States Dollars, of the aggregate Face Amount of all
Bankers' Acceptances outstanding under the Facility, plus (iii) the Equivalent
Amount, expressed in United States Dollars, of the maximum amount which may be
drawn under all Letters of Credit outstanding under the Facility, plus (iv) the
Equivalent Amount, expressed in United States Dollars, of the aggregate
principal amount of all LIBOR Advances in Freely Tradeable European Currencies
outstanding under the Facility, plus (v) the aggregate principal amount of all
LIBOR Advances in United States Dollars outstanding under the Facility, plus
(vi) the aggregate principal amount of all Base Rate Advances outstanding under
the Facility, plus (vii) the aggregate principal amount of all Base Rate Canada
Advances outstanding under the Facility (collectively, the "Outstanding Amount")
would exceed the aggregate of all Commitments of the Lenders at such time (or
such lesser amount as may be available following a cancellation in part of the
Facility pursuant to Section 2.7).

(d)     If a Borrower wishes to make a Drawdown under the Facility for the
purpose of financing a Take-over Bid, such Borrower shall deliver to the
Administrative Agent a written notice (a "Take-over Bid Notice") thereof at
least ten (10) Banking Days prior to the day on which it gives to the Relevant
Facility Agent a Drawdown Notice requesting such Drawdown. Such Take-over Bid
Notice shall include the details of such Take-over Bid. As soon as possible, but
in any event within five (5) Banking Days of the giving of the Take-over Bid
Notice, each Relevant Lender shall, acting reasonably and in good faith,
determine whether or not it wishes to fund its Main Facility Rateable Portion of
such Drawdown. Notwithstanding any other provisions hereof, if any Relevant
Lender determines that it does not wish to fund its Main Facility Rateable
Portion of such Drawdown, such Relevant Lender shall not be required to fund its
Main Facility Rateable Portion of such Drawdown and the Drawdown shall be
reduced accordingly.

(e)     This Section 2.3 shall not apply to Swing Line Advances.

2.4     Lenders' Obligations

<PAGE>
                                      -38-


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

(b)     Save as otherwise specifically provided herein, each Canadian Lender,
U.S. Lender, U.K. Lender and Consent Lender shall participate in each Advance
(other than, for certainty, any Swing Line Advance) referred to in the
applicable provisions of Section 2.3 in accordance with its Main Facility
Rateable Portion.

(c)     The failure of any Lender to make available its share of any Advance
required to be made by it under this Agreement shall not relieve any other
Lender of its obligation to make available its share of any Advance required to
be made under this Agreement.

2.5     Repayment of Advances by Former Designated Subsidiaries

Provided that the Facility is not earlier accelerated in accordance with Article
10, a Subsidiary which is no longer a Designated Subsidiary by virtue of the
delivery of a notice in writing to the Administrative Agent to that effect by
Celestica in accordance with Section 7.1(d) of this Agreement shall repay to the
Relevant Facility Agent the principal amount of Advances made by the Lenders to
such Subsidiary, together with all accrued and unpaid interest thereon, on the
day which is five (5) Banking Days after the date of delivery of such notice by
Celestica to the Administrative Agent in accordance with Section 7.1(d) of this
Agreement.

2.6     Repayment of Facility

(a)     In the event that, at any time, the Outstanding Amount exceeds the
maximum amount allowed pursuant to Section 2.3 due to changes in exchange rates,
then Celestica shall forthwith repay to the Canadian Facility Agent or cause
another Borrower to forthwith repay to the Relevant Facility Agent that portion
of the Outstanding Amount which is in excess of the maximum amount allowed
pursuant to Section 2.3; provided, however, that unless the Outstanding Amount
exceeds One Hundred and Five Per Cent (105%) of the aggregate Commitments under
the Facility, there shall be no such obligation to make a repayment hereunder
until the next following Interest Payment Date, Drawdown Date, date of Rollover
or date of Conversion (whichever is the first to occur following receipt of
written notice of determination of such Outstanding Amount by the Administrative
Agent to Celestica) and provided further that if such repayment would result in
the repayment of a Bankers' Acceptance Advance prior to its maturity date or the
repayment of an Acceptance Note or a LIBOR Advance prior to the last day of its
Interest Period, Celestica may, or may cause another Borrower to, at its option
and in lieu of repayment of such Advances, deposit with the Relevant Facility
Agent cash collateral in an amount equal to the required repayment amount to be
held by the Relevant Facility Agent for distribution to the Relevant Lenders as
repayment of a Bankers' Acceptance Advance on its maturity date (or the last day
of its then current Interest Period in the case of an Acceptance Note) or
repayment of an Acceptance Note or a LIBOR Advance on the last day of its then
current Interest Period, as the case may be.

<PAGE>
                                      -39-


(b)     Provided that the Facility is not prepaid or accelerated in accordance
with Article 10, each Borrower shall repay the principal amount of all Advances
made to it outstanding under the Facility, together with accrued and unpaid
interest thereon, on the Final Maturity Date to the Relevant Facility Agent and,
in the event that the expiry date of any Letter of Credit is after the Final
Maturity Date, Celestica shall deposit with the Canadian Facility Agent, on
behalf of the Issuing Bank, an amount equal to the undrawn Face Amount of any
such issued and outstanding Letter of Credit. Such amount shall be held by the
Canadian Facility Agent in an interest-bearing account and shall be applied to
satisfy Celestica's obligations pursuant to Section 3.4 in the event that the
Issuing Bank is called upon by a beneficiary to honour a Letter of Credit.
Following the expiry of all such Letters of Credit, the Canadian Facility Agent
shall pay to Celestica the amounts so deposited, together with any interest
accrued thereon less any amount paid by the Canadian Facility Agent to the
Issuing Bank.

(c)     All repayments of the Facility by the Borrowers shall be in a minimum
amount equal to the minimum amount of a Drawdown of each type of Advance set out
in Section 2.3 and amounts in excess thereof in integral multiples of U.S.
$100,000, or the Equivalent Amounts thereof in the currency in which each
Advance is denominated except in the event of a Rollover of an Advance into a
lesser amount than the Advance then outstanding or a repayment pursuant to
paragraphs (a) and (b) of Section 2.6 which may be in any amount. Repayments of
any Advance outstanding under the Facility shall be made in the currency in
which such Advance is denominated.

2.7     Payments/Cancellation or Reduction

Celestica may at any time, including, without limitation, during the period
between the Conversion Date and the Final Maturity Date, upon giving at least
three (3) Banking Days' prior notice to the Administrative Agent, repay, or
cause another Borrower to repay and, in each case, cancel, any drawn portion of
the Facility or cancel in full or, from time to time, in part, any undrawn
portion of the Facility; provided, however, that:

(a)     if any such repayment relates to Bankers' Acceptances, Acceptance Notes
or Letters of Credit, which have not matured, the Borrower to which such Advance
was made shall, at such time, deposit in a cash collateral account opened and
maintained by the Canadian Facility Agent such amount as may be required to
yield an amount equal to the aggregate undiscounted Face Amount of such
instruments on the maturity dates thereof;

(b)     in the event that any such repayment relates to a LIBOR Advance other
than on the scheduled last day of the applicable Interest Period, the Borrower
to which such Advance was made shall contemporaneously pay to the Relevant
Facility Agent all applicable breakage costs, being any loss or expense incurred
by the Relevant Lenders by reason of the resulting liquidation or re-employment
of deposits of funds;

(c)     any such reduction shall be in a minimum amount of U.S. $5,000,000 and
cancellations in excess thereof shall be in increments of U.S. $100,000;

<PAGE>
                                      -40-


(d)     any cancellation shall reduce the Commitment of each Lender on a pro
rata basis having regard to the Commitment of each Lender; and

(e)     any such cancellation shall permanently reduce the Facility and may not
be reinstated.

2.8     Final Maturity Date; Extension of Conversion Date

(a)     Final Maturity Date. Subject to Section 2.7, this Section 2.8, Section
10.2 and Section 10.5, the Facility shall be available until the Final Maturity
Date. Notwithstanding the termination of availability of the Facility, until all
of the Obligations (other than contingent indemnity obligations) of the
Borrowers shall have been fully and indefeasibly paid and satisfied and all
financing arrangements among the Borrowers and the Lenders with respect to the
Obligations shall have been cancelled or terminated, all of the rights and
remedies under this Agreement and the other Loan Documents shall survive.

(b)     Extension of Conversion Date. Not more than 90 days nor less than 60
days before the then effective Conversion Date, Celestica may request, by
delivery of an Extension Request (which shall include the consent of all
Guarantors) to the Administrative Agent, that the Conversion Date be extended
for an additional period of 364 days. Within 5 days after receipt of such
Extension Request, the Administrative Agent shall notify each Lender of the
Extension Request by Celestica and provide each Lender with a copy of such
Extension Request. Within 25 days after Celestica has delivered such Extension
Request, each Lender shall give the Administrative Agent notice in writing of
its decision to agree to so extend or to deny the requested extension (and the
failure to provide such notice shall be deemed to be a decision to deny the
requested extension). Within 5 days following the aforesaid 25 day period, the
Administrative Agent shall give written notice to Celestica and the Lenders
advising as to those Lenders who have agreed to the requested extension (for
purposes of this Section 2.8, the "Approving Lenders") and those Lenders who
have not agreed to or who have been deemed to have not agreed to the requested
extension (for purposes of this Section 2.8, the "Dissenting Lenders").

(i)     If all Lenders approve the requested extension, the Facility shall be
extended for a further 364 days and the Conversion Date shall be the date that
is 364 days from the date that had been the Conversion Date.

(ii)    If Lenders having Commitments equal to at least 66 K% but less than 100%
of the Commitments approve the requested extension then an Approving Lender, at
its option, may acquire all or any portion of the rights and obligations of the
Dissenting Lenders under the Facility by giving written notice to the
Administrative Agent of the portion of the rights and obligations of the
Dissenting Lenders which such Approving Lender is prepared to acquire. Such
notice shall be given within 10 days following receipt of the notice from the
Administrative Agent advising as to the Approving Lenders and the Dissenting
Lenders pursuant to Section 2.8(b). If more than one Approving Lender gives
notice to the Administrative Agent that it wishes to acquire all or a portion of
the rights and obligations of the Dissenting Lenders under


<PAGE>
                                      -41-


the Facility, then each Approving Lender shall, subject to Section 2.8(b)((iii)
be entitled to acquire its pro rata share of the rights and obligations of the
Dissenting Lenders under the Facility. For the purpose of this Section
2.8(b)(ii), the Approving Lenders' pro rata shares shall be determined based on
the Commitments (before acquisition under this Section 2.8(b)(ii)) of each of
the Approving Lenders wishing to acquire a portion of the rights and obligations
of the Dissenting Lenders under the Facility. The Administrative Agent shall
give written notice to Celestica within five days following the expiry of the
time for Approving Lenders to give notice of acquisition pursuant to this
Section 2.8(b)(ii), of the Commitments of the Dissenting Lenders so acquired.

(iii)   If one or more of the Approving Lenders (for purposes of this Section
2.8(b)(iii), the "Acquiring Lenders") has given notice to the Administrative
Agent that it wishes to acquire all or a portion of the rights and obligations
of the Dissenting Lenders under the Facility pursuant to Section 2.8(b)(ii),
then, concurrently with the notice given to Celestica pursuant to Section
2.8(b)(ii), the Administrative Agent shall give notice to each of the Acquiring
Lenders setting out the Commitments of and the amount of the outstanding
Advances made by the Dissenting Lenders to be acquired by each of the Acquiring
Lenders in accordance with Section 2.8(b)(ii) and of the date (for purposes of
this Section 2.8(b)(iii), the "Acquisition Date") on which the acquisition shall
be effective. The Acquisition Date shall be the tenth day following the date of
the notice given pursuant to this Section 2.8(b)(iii). At or before 11:00 a.m.
(Toronto, Canada time) on the Acquisition Date, each Acquiring Lender shall
deposit with or transfer to the Administrative Agent for the account of the
Dissenting Lenders an amount equal to the amount of the outstanding credit to be
acquired by it pursuant to this Section 2.8(b)(iii). Upon receipt of such
amounts, the Administrative Agent and the Relevant Facility Agent shall (i)
disburse such amounts to each of the Dissenting Lenders in accordance with their
respective entitlement thereto against delivery of forms of Transfer Notice
executed by each of the Dissenting Lenders; and (ii) make appropriate entries in
the books of account regarding the Facility. The provisions of Section 13.11(b),
(c) and (d) shall apply mutatis mutandis to any acquisition pursuant to this
Section 2.8(b)(iii). Each acquisition of the outstanding Advances of a
Dissenting Lender by an Acquiring Lender shall be subject to the prior consent
of Celestica, which consent shall not be unreasonably withheld or delayed,
provided that it shall not be unreasonable for Celestica to withhold its consent
if such acquisition gives rise to a claim for increased costs pursuant to
Article 5 or any obligation on the part of an Obligor to deduct or withhold any
Taxes from or in respect of any sum payable under this Agreement, in excess of
what would have been the case without such acquisition, but it shall be
unreasonable for Celestica to withhold its consent if such Acquiring Lender
waives the rights to any benefits under Section 5.7 in respect of the Advances
purchased by it pursuant to this clause (iii).

(iv)    If Lenders having Commitments equal to at least 66 K% but less than 100%
of the Commitments approve the requested extension and if the Acquiring Lenders
have not acquired all of the rights and obligations of the Dissenting Lenders
pursuant to Section 2.8(b)(iii), then Celestica may, at its option, either (A)
locate one or more other financial institutions (for purposes of this Section
2.8(b)(iv), "Alternate Lenders"), satisfactory to the Administrative Agent
acting reasonably, to become Lenders and to acquire all or a pro rata share of
the rights


<PAGE>
                                      -42-


and obligations of the Dissenting Lenders under the Facility which
have not been acquired by the Acquiring Lenders or (B) repay to the Relevant
Facility Agent on behalf of such Dissenting Lenders all of the outstanding
Advances which have been advanced by such Dissenting Lenders and all accrued and
unpaid interest and fees thereon without any repayment to any other Lenders. For
the purpose of this Section 2.8(b)(iv), the Alternate Lenders' pro rata shares
shall be determined based on the Commitments of each of the Alternate Lenders
wishing to acquire a portion of the rights and obligations of the Dissenting
Lenders under the Facility. If all of the rights and obligations of the
Dissenting Lenders have not been acquired by Acquiring Lenders or Alternate
Lenders or both or if all of the credit outstanding hereunder which has been
extended by such Dissenting Lenders and all accrued and unpaid interest and fees
thereon have not been repaid as aforesaid on or before the then current
Conversion Date, there shall be no extension of the then current Conversion Date
and Section 2.8(b)(v) shall apply. If (A) all of the rights and obligations of
the Dissenting Lenders have been acquired by Acquiring Lenders and/or Alternate
Lenders and/or (B) if all of the Advances outstanding hereunder which have been
advanced by such Dissenting Lenders and all accrued and unpaid interest and fees
thereon have been repaid as aforesaid on or before the then current Conversion
Date, the Facility shall be extended for a further 364 days and the Conversion
Date shall be the date that is 364 days from the date that had been the
Conversion Date.

(v)     If Lenders having Commitments of less than 66 K% of the Commitments
under the Facility approve the requested extension, the amount of the Facility
shall be permanently reduced on the Conversion Date to the aggregate of the
Advances outstanding on the Conversion Date under the Facility, there shall be
no further extension of the Conversion Date and the Final Maturity Date shall be
the date which is two years from the then effective Conversion Date, provided
that the Facility shall, as at the then effective Conversion Date, cease to be
revolving in nature.

A Dissenting Lender shall remain committed to make Advances under the Facility
until the earlier of the date on which the Obligations owing to it are assigned
or repaid as aforesaid and the Final Maturity Date as determined in accordance
with Section 2.8(b)(v).

2.9     Interest on Prime Rate Advances

Interest on each Prime Rate Advance shall accrue at a rate per annum equal to
the Prime Rate in effect from time to time during the period of time that the
Prime Rate Advance is outstanding. Such interest shall be payable to the
Canadian Facility Agent at its Toronto Office in Canadian Dollars on a quarterly
basis in arrears on the last Banking Day of each of March, June, September and
December (each herein referred to as an "Interest Payment Date") in each year
for the period from and including the Drawdown Date for such Advance (or, if
applicable, the date on which such Advance was converted into a Prime Rate
Advance) or the preceding Interest Payment Date for such Prime Rate Advance, as
the case may be, to and including the day preceding such Interest Payment Date
and shall be calculated on the principal amount of the Prime Rate Advance from
time to time outstanding during such period and on the basis of the actual
number of days elapsed in a year of 365 or 366 days (in the case of an Interest
Payment


<PAGE>
                                      -43-


Date occurring in a leap year). Changes in the Prime Rate shall cause an
automatic and immediate adjustment of the interest rate payable on Prime Rate
Advances without the necessity of any notice to the Borrowers.

2.10    Interest on Base Rate Canada Advances

Interest on each Base Rate Canada Advance shall accrue at a rate per annum equal
to the Base Rate Canada in effect from time to time during the period of time
that the Base Rate Canada Advance is outstanding. Such interest shall be payable
to the Canadian Facility Agent at its Toronto Office in United States Dollars
quarterly in arrears on each Interest Payment Date in each year for the period
from and including the Drawdown Date for such Advance (or, if applicable, the
date on which such Advance was converted into a Base Rate Canada Advance) or the
preceding Interest Payment Date for such Base Rate Canada Advance, as the case
may be, to and including the day preceding such Interest Payment Date and shall
be calculated on the principal amount of the Base Rate Canada Advance from time
to time outstanding during such period and on the basis of the actual number of
days elapsed and the number of days deemed to be included in a year by the
definition of the rate used to set Base Rate Canada. Changes in the Base Rate
Canada shall cause an automatic and immediate adjustment of the interest rate
payable on Base Rate Canada Advances without the necessity of any notice to the
Borrowers.

2.11    Interest on Base Rate Advances

Interest on each Base Rate Advance shall accrue at a rate per annum equal to the
Base Rate in effect from time to time during the period of time that the Base
Rate Advance is outstanding. Such interest shall be payable to the U.S. Facility
Agent at its Toronto Office in United States Dollars quarterly in arrears on
each Interest Payment Date in each year for the period from and including the
Drawdown Date for such Advance (or, if applicable, the date on which such
Advance was converted into a Base Rate Advance) or the preceding Interest
Payment Date for such Base Rate Advance, as the case may be, to and including
the day preceding such Interest Payment Date and shall be calculated on the
principal amount of the Base Rate Advance from time to time outstanding during
such period and on the basis of the actual number of days elapsed in a year of
360 days. Changes in the Base Rate shall cause an automatic and immediate
adjustment of the interest rate payable on Base Rate Advances without the
necessity of any notice to the Borrowers.

2.12    LIBOR Advances

(a)     LIBOR Advances shall be available for Drawdown, Conversion or Rollover
in United States Dollars and in Freely Tradeable European Currencies in minimum
principal amounts of U.S. $5,000,000 and integral multiples of U.S. $100,000 in
excess thereof, and the relevant Equivalent Amounts thereof in the subject
Freely Tradeable European Currency. Each Drawdown Notice shall specify the
applicable Interest Period and the requested currency for the LIBOR Advance. The
duration of each such Interest Period shall be for a period of approximately
one, two, three or six months and, in respect of a LIBOR Advance to a U.K.

<PAGE>
                                      -44-


Designated Subsidiary, may also be for a seven (7) day period (or such other
period as may be agreed to by the Administrative Agent with the consent of the
Majority Lenders), as the Borrower requesting such Drawdown, Conversion or
Rollover may select in the applicable Drawdown Notice, Conversion Notice or
Rollover Notice. No LIBOR Advance may have an Interest Period ending after the
Final Maturity Date. If any Interest Period would end on a day which is not a
Banking Day, such Interest Period shall be extended to the next succeeding
Banking Day unless such next succeeding Banking Day falls in the next calendar
month, in which case such Interest Period shall be shortened to end on the
immediately preceding Banking Day.

(b)     If a Lender determines that deposits of the necessary amount in the
requested currency for the applicable Interest Period are not available in the
London interbank market or if for any other reason the Administrative Agent,
acting reasonably, is unable to determine the applicable LIBO Rate, then the
relevant LIBOR Advance will not be made, and the Administrative Agent will
notify the Relevant Facility Agent requesting such LIBOR Advance of such event
forthwith and the Relevant Facility Agent will discuss with such Borrower the
particular circumstances and implications of such event. In the event that such
determination is made by the Administrative Agent in the case of a proposed
Rollover of an existing LIBOR Advance or a proposed Conversion of another type
of Advance into a LIBOR Advance, the proposed LIBOR Advance will automatically
be deemed to be a Base Rate Canada Advance, if the Borrower delivering such
Rollover Notice or Conversion Notice is Celestica or a Canadian Designated
Subsidiary or a Base Rate Advance, if the Borrower delivering such Rollover
Notice or Conversion Notice is a U.S. Designated Subsidiary. In the event that
the Borrower delivering such Rollover Notice or Conversion Notice is a U.K.
Designated Subsidiary or a Consent Designated Subsidiary, the proposed LIBOR
Advance or proposed Conversion of another type of Advance into a LIBOR Advance
will not be made to such Borrower.

(c)     Interest on any LIBOR Advance shall be calculated at a rate per annum
equal to the LIBO Rate plus the Applicable Margin, plus any applicable Mandatory
Cost then in effect, shall accrue from day to day and shall be calculated on the
basis of the actual number of days elapsed (including the first day of each
Interest Period but excluding the last day thereof) and divided by 360 or by 365
in the case of LIBOR Advances in Pounds Sterling or where market practice so
requires. Interest on any LIBOR Advance shall be payable to the Relevant
Facility Agent in United States Dollars (unless the LIBOR Advance is made in a
Freely Tradeable European Currency, in which case it shall be payable in such
currency) in arrears on the last day of the Interest Period relating thereto;
provided, however, that if the Interest Period is for a term of more than three
months, interest shall be payable on the last Banking Day of the first
three-month period and on the last Banking Day of each three-month period
thereafter, as well as on the last day of the Interest Period.

(d)     If a LIBOR Advance to a U.S. Designated Subsidiary is neither repaid on
the last day of an Interest Period nor converted into another type of Advance on
such date pursuant to Section 2.15, and if the U.S. Facility Agent has not
received a Rollover Notice or a Conversion Notice specifying the term of the
next Interest Period for such LIBOR Advance at or before 10:00 a.m.


<PAGE>
                                      -46-


(local time in New York, New York) on the third Banking Day prior to the last
day of the then current Interest Period, then the outstanding LIBOR Advance
shall be deemed to be converted, by way of Conversion on the last day of the
then current Interest Period, into a Base Rate Advance.

(e)     If a LIBOR Advance to Celestica or a Canadian Designated Subsidiary is
neither repaid on the last day of an Interest Period nor converted into another
type of Advance on such date pursuant to Section 2.15, and if the Canadian
Facility Agent has not received a Rollover Notice or a Conversion Notice
specifying the term of the next Interest Period for such LIBOR Advance at or
before 10:00 a.m. on the third Banking Day prior to the last day of the then
current Interest Period, then the outstanding LIBOR Advance shall be deemed to
be converted, by way of Conversion on the last day of the then current Interest
Period, into a Base Rate Canada Advance.

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

(g)     Except as otherwise provided herein, LIBOR Advances shall not be repaid,
prepaid or converted into another type of Advance except on the last day of any
Interest Period relating thereto.

2.13    Method and Place of Payment

(a)     Each payment to be made by a Borrower under this Agreement shall be made
without deduction, set-off or counterclaim.

(b)     Except as provided in Section 4.2 with respect to Acceptance Fees and
Section 3.8 with respect to fees for Letters of Credit, all payments of
principal, interest and fees hereunder shall be made for value at or before
12:00 noon (local time in the jurisdiction where the address for notices to the
Relevant Facility Agent is located) on the day such amount is due by deposit or
transfer thereof to the account of the Canadian Facility Agent maintained at its
Toronto Office in the case of Celestica and any Canadian Designated Subsidiary,
the account of the U.S. Facility Agent maintained at its Toronto Office in the
case of any U.S. Designated Subsidiary, the account of the U.K. Facility Agent
maintained at its London Office in the case of the U.K. Designated Subsidiary
and the account of the Relevant Consent Facility Agent in the case of a Consent
Designated Subsidiary, which account shall be located in the country in which
such Consent Designated Subsidiary is domiciled or such other place as the
Borrower making such payment and the Relevant Facility Agent may from time to
time agree. Payments received after such time shall be deemed to have been made
on the next following Banking Day.

<PAGE>
                                      -46-


(c)     Subject to Section 11.16, each:

(i)     Canadian Lender shall be entitled to its Main Facility Rateable Portion
of each repayment or prepayment of principal of a Prime Rate Advance (other than
a Swing Line Advance), Acceptance Note, Base Rate Canada Advance (other than a
Swing Line Advance) or payment of the Face Amount of Bankers' Acceptances made
to Celestica or a Canadian Designated Subsidiary.

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

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

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

(d)     Notwithstanding Section 2.12(c), in the event that a Borrower is
required to pay Additional Compensation to a Lender, such Borrower may prepay
all or any portion of the Advances made by such Lender to such Borrower, without
any obligation to prepay any portion of the Advances made by other Lenders to
whom the Borrower is not required to pay Additional Compensation; provided,
however, that any prepayment of a Bankers' Acceptance Advance or LIBOR Advance
shall be subject to the provisions of Section 12.2.

2.14    Fees

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

(b)     During the period commencing on the date hereof and ending on the Final
Maturity Date (the "relevant period"), Celestica on behalf of itself and the
other Borrowers shall pay to the Administrative Agent for the account of the
Lenders a fee (the "Facility Fee") calculated at the rate per annum set forth in
Schedule E on the aggregate Commitments (after giving effect to any cancellation
and reduction pursuant to Sections 2.7 and 2.8) hereunder during the relevant
period from day to day which fee shall be payable quarterly in arrears. The
portion of the Facility Fee received for the account of (i) the Canadian Lenders
shall be paid by Celestica on behalf of itself and any Canadian Designated
Subsidiaries; (ii) the U.S. Lenders shall be paid by Celestica on behalf of the
U.S. Designated Subsidiaries; (iii) the U.K. Lenders shall be paid by Celestica
on behalf of the U.K. Designated Subsidiaries; and (iv) the Relevant Consent
Lenders shall be paid by Celestica on behalf of the Consent Designated
Subsidiaries.

(c)     Celestica shall pay to the Administrative Agent for its own account the
fees specified in the letter dated March 1, 1999 addressed by Celestica to the
Administrative Agent.


<PAGE>
                                      -47-


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

2.15    Conversion Options

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

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

(b)     provided that no Event of Default has occurred and is continuing and
that the relevant Borrower thereunder is Celestica or a Canadian Designated
Subsidiary, the Face Amount of a Bankers' Acceptance or the principal amount of
any Acceptance Notes, as applicable, or a portion thereof into a Prime Rate
Advance on the maturity date of the Bankers' Acceptance or the last day of the
then current Interest Period of such Acceptance Note by giving the Canadian
Facility Agent a Conversion Notice no later than 10:00 a.m. one (1) Banking Day
prior to the date of the proposed Conversion;

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

(d)     provided that no Event of Default has occurred and is continuing and
that the relevant Borrower thereunder is Celestica or a Canadian Designated
Subsidiary, a LIBOR Advance or a portion thereof into a Base Rate Canada Advance
on the last day of the Interest Period of the relevant LIBOR Advance by giving
the Canadian Facility Agent a Conversion Notice no later than 10:00 a.m. one (1)
Banking Day prior to the date of the proposed Conversion;

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

(f)     provided that no Event of Default has occurred and is continuing and
that the relevant Borrower thereunder is a U.S. Designated Subsidiary, a LIBOR
Advance, or a portion thereof, denominated in United States Dollars into a Base
Rate Advance on the last day of the Interest Period of the relevant LIBOR
Advance by giving the U.S. Facility Agent a Conversion Notice no


<PAGE>
                                      -48-


later than 10:00 a.m. (local time in New York, New York) one (1) Banking Day
prior to the date of the proposed Conversion.

An Advance may not be converted into an Advance denominated in a currency other
than the currency in which the original Advance was made; however, an Advance
denominated in one currency may be repaid concurrently with the Drawdown of an
Advance denominated in another currency.

2.16    Execution of Notices

All Drawdown Notices, Conversion Notices, Rollover Notices and notices of
repayment or cancellation and, unless otherwise provided herein, all other
notices, requests, demands or other communications to be given to the
Administrative Agent or the Relevant Facility Agent, as applicable, by a
Borrower hereunder shall be executed by any one officer or director of the
Borrower making each such Drawdown Notice, Conversion Notice, Rollover Notice or
notice of repayment or cancellation.

2.17    Evidence of Indebtedness

Each Facility Agent shall open and maintain in accordance with its usual
practice books of account evidencing all Advances and all other amounts owing by
the Borrowers to such Facility Agent and the Lenders hereunder. The Canadian
Facility Agent shall also enter in the foregoing accounts details of every
Letter of Credit issued on behalf of Celestica and each Relevant Facility Agent
shall enter in the foregoing accounts details of every Drawdown Date in respect
of each Advance and all amounts from time to time owing or paid by a Borrower to
the Relevant Facility Agent for its own account or for the account of the
Relevant Lenders hereunder, the amounts of principal, interest and fees payable
from time to time hereunder and the unused portion of each Lenders' Commitment
available to be drawn down by the Borrowers or in respect of which Advances may
be made in connection with reimbursement of the Canadian Facility Agent pursuant
to calls on a Letter of Credit. The information entered in the foregoing
accounts shall constitute, in the absence of manifest error, prima facie
evidence of the obligations of the Borrowers to the Relevant Facility Agent and
the Relevant Lenders hereunder, the date the Relevant Lenders made each Advance
available to the Borrowers, the date the Issuing Bank issued or was called to
honour a Letter of Credit and the amounts the Borrowers have paid from time to
time on account of the principal of and interest on the Advances.

2.18    Interest on Unpaid Costs and Expenses

Unless the payment of interest is otherwise specifically provided for herein,
where a Borrower fails to pay any amount required to be paid by a Borrower
hereunder when due, having received notice that such amount is due, such
Borrower shall pay interest to the Relevant Facility Agent on such unpaid
amount, including overdue interest from the time such amount is due until paid
at an annual rate equal to the sum of (i) 2%, plus (ii) the Prime Rate, in the
case of overdue amounts payable in Canadian Dollars, or the Base Rate, in the
case of overdue amounts payable


<PAGE>
                                      -49-


in United States Dollars. Such interest shall be determined daily, compounded
quarterly in arrears on each Interest Payment Date in each year and payable on
demand.

2.19    Criminal Rate of Interest

Notwithstanding the foregoing provisions of this Article 2, the Borrowers shall
in no event be obliged to make any payments of interest or other amounts payable
to the Lenders hereunder in excess of an amount or rate which would be
prohibited by law or would result in the receipt by the Lenders of interest at a
criminal rate (as such terms are construed under the Criminal Code (Canada)).

2.20    Compliance with the Interest Act (Canada)

For the purposes of this Agreement, whenever any interest is calculated on the
basis of a period of time other than a calendar year, the annual rate of
interest to which each rate of interest determined pursuant to such calculation
is equivalent for the purposes of the Interest Act (Canada) is such rate as so
determined multiplied by the actual number of days in the calendar year in which
the same is to be ascertained and divided by the number of days used in the
basis of such determination.

2.21    Nominal Rate of Interest

The parties acknowledge and agree that all calculations of interest under the
Loan Documents are to be made on the basis of the nominal interest rate
described herein and not on the basis of effective yearly rates or on any other
basis which gives effect to the principle of deemed reinvestment of interest.
The parties acknowledge that there is a material difference between the stated
nominal interest rates and the effective yearly rates of interest and that they
are capable of making the calculations required to determine such effective
yearly rates of interest.

2.22    Swing Line Facility

(a)     Canadian Swing Line Advances. Subject to subsection (d), the Canadian
Swing Line Lender hereby agrees, on the terms and conditions set forth in this
Agreement, to make Canadian Swing Line Advances in Canadian Dollars or United
States Dollars to Celestica or any Canadian Designated Subsidiary from time to
time from the date hereof to the Conversion Date but in any event not later than
the Conversion Date.

(b)     U.S. Swing Line Advances. Subject to subsection (d), the U.S. Swing Line
Lender hereby agrees, on the terms and conditions set forth in this Agreement,
to make U.S. Swing Line Advances in United States Dollars to any U.S. Designated
Subsidiary from time to time from the date hereof to the Conversion Date but in
any event not later than the Conversion Date.

(c)     Consent Swing Line Advances. At the request of Celestica, a Consent
Lender (for the purposes of this Agreement, a "Consent Swing Line Lender") may,
at its discretion and subject to the execution of such further documents
governing such accommodation which shall govern,


<PAGE>
                                      -50-


without limitation, the matters which are the subject of Section 2.22 (e), (f),
(g), (h), (i), (j) and (k) of this Agreement, and such other matters deemed
necessary by such Consent Lender, provide Swing Line Advances (each a "Consent
Swing Line Advance") to a Consent Designated Subsidiary.

(d)     Limitation on Swing Line Advances. No Swing Line Advance shall be made
by a Swing Line Lender if:

(i)     the sum of (A) the amount of such Swing Line Advance and (B) the
aggregate principal amount of all Swing Line Advances outstanding on such day
exceeds the Available Swing Line Commitment; or

(ii)    immediately after such Swing Line Advance is made, the aggregate
outstanding principal amount of all Advances exceeds the aggregate Commitments.

(e)     Amount of Each Swing Line Advance. Each Canadian Swing Line Advance and
each U.S. Swing Line Advance shall be in an aggregate principal amount of Cdn.
$1,000,000 or U.S. $1,000,000, as the case may be, or any integral multiple
thereof.

(f)     Interest Rates. Each Swing Line Advance shall bear interest on the
outstanding principal amount thereof, for each day from the date such Swing Line
Advance is made until it becomes due, at a rate per annum equal to, in the case
of Canadian Swing Line Advances in Canadian Dollars, the Prime Rate, in the case
of Canadian Swing Line Advances in United States Dollars, the Base Rate Canada
and in the case of U.S. Swing Line Advances, the Base Rate.

(g)     Procedure for Requesting Swing Line Advances. The relevant Borrower
shall give to the Relevant Facility Agent telephonic notice no later than 10:00
a.m. (local time) on the date of each Swing Line Advance specifying (i) the date
of such Swing Line Advance, which shall be a Banking Day in Toronto, Canada in
the case of Canadian Swing Line Advances and in New York, New York in the case
of U.S. Swing Line Advances; (ii) the currency and amount of such Swing Line
Advance; and (iii) whether such Swing Line Advance is to be made from the
Canadian Swing Line Lender or the U.S. Swing Line Lender. Such telephonic notice
shall be followed by delivery by the relevant Borrower by no later than 3:00
p.m. local time on the same day of a Notice of Swing Line Borrowing. Promptly
after receiving such Notice of Swing Line Borrowing, the Relevant Facility Agent
shall notify the relevant Swing Line Lender of the contents thereof and such
Notice of Swing Line Borrowing shall not thereafter be revocable by such
Borrower.

(h)     Funding of Swing Line Advances. On the date of each Swing Line Advance,
the relevant Swing Line Lender shall make available such Swing Line Advance no
later than 12:00 noon, Toronto, Canada time.

(i)     Optional Prepayment of Swing Line Advances. Any Borrower may prepay its
Swing Line Advance in whole at any time or from time to time in part in a
minimum principal amount of Cdn. $1,000,000 or U.S. $1,000,000, as the case may
be, or any integral multiple thereof, by


<PAGE>
                                      -51-


giving notice of such prepayment to the Relevant Facility Agent not later than
10:00 a.m. Toronto, Canada time on the date of prepayment and paying the
principal amount to be prepaid (together with interest accrued thereon to the
date of prepayment) to the Relevant Facility Agent for the account of the
relevant Swing Line Lender.

(j)     Maturity of Swing Line Advances. Any Swing Line Advance outstanding on
the seventh day after such Swing Line Advance, if not repaid by such Borrower on
such seventh day, shall convert to, in the case of a Canadian Swing Line
Advance, a Prime Rate Advance or Base Rate Canada Advance, as the case may be,
and, in the case of a U.S. Swing Line Advance, a Base Rate Advance. If, prior to
the seventh day after such Swing Line Advance was made, the Administrative Agent
declares the Advances to be immediately due and payable or the Commitments
automatically terminate, each as set out in Section 10.2, such Swing Line
Advance shall be due and payable on the date of such declaration by the
Administrative Agent or automatic termination.

(k)     Refunding Unpaid Swing Line Advances. If any Swing Line Advance is
converted, pursuant to subsection (j), to another form of Advance, the relevant
Swing Line Lender shall forthwith notify the Administrative Agent and the
Administrative Agent shall, by notice to the Relevant Lenders (including the
Swing Line Lenders in their capacity as Lenders), require the Lenders to pay to
the Relevant Facility Agent, for the account of the relevant Swing Line Lender,
their Main Facility Rateable Portion of the aggregate amount of such other form
of Advance. Such other form of Advance shall constitute, in the case of a
Canadian Swing Line Advance, a Prime Rate Advance and, in the case of a U.S.
Swing Line Advance, a Base Rate Advance, provided that if the Relevant Lenders
are prevented from making such Advances by provisions of applicable bankruptcy
laws or otherwise, the amount so paid by each Relevant Lender shall constitute a
purchase by it of a participation in the unpaid principal amount of such
converted Swing Line Advances. Any such notice to the Relevant Lenders shall
specify the date on which such payments are to be made by them. No later than
12:00 noon Toronto, Canada time on the date so specified each Lender shall pay
the amount so notified to it in immediately available funds to the Relevant
Facility Agent for the account of the relevant Swing Line Lender. Each Relevant
Lender's obligations to make payments for the account of the Swing Line Lenders
under this subsection shall be absolute and unconditional and shall not be
affected by any circumstance provided that no Lender shall be obligated to make
any payment to the Relevant Facility Agent under this Section with respect to a
Swing Line Advance made by a Swing Line Lender at a time when such Swing Line
Lender had received written notice from Celestica or the Administrative Agent
that a Default had occurred and was continuing.

(l)     Increasing or Decreasing Available Swing Line Commitment. At any time
and from time to time, Celestica may, by written notice to the Administrative
Agent, increase or decrease the Available Swing Line Commitment, provided that
the Available Swing Line Commitment shall at no time exceed U.S. $25,000,000
less the amount, if any, that the Commitment of the Swing Line Lender has been
reduced pursuant to Section 2.7 or be less than zero.

2.23    Increase In Aggregate Commitment Amount To U.S.$250,000,000

<PAGE>
                                      -52-

(a)     Notwithstanding any other provision of this Agreement, each of the
parties hereto agree that Celestica may, from time to time and at any time, give
notice to the Administrative Agent that one or more financial institutions (each
an "Additional Lender") have agreed to make commitments (each an "Additional
Commitment") hereunder (provided, however, that Celestica shall not be entitled
to give such notice at any time at which the aggregate Commitments is equal to
U.S.$250,000,000 (or such lesser amount as may be available following a
cancellation in part of the Facility pursuant to Section 2.7)). Upon receipt of
such written notice, each party hereto hereby irrevocably authorizes the
Administrative Agent to:

(i)     insert the name of the Additional Lender or Affiliate of the Additional
Lender (collectively, the "Additional Parties") that will become a Canadian
Lender, a U.S. Lender and a U.K. Lender on respectively, Schedule A, Schedule B
and Schedule C;

(ii)    amend Schedule D to reflect the Additional Commitment of the Additional
Lender;

(iii)   affix signature pages of the Additional Parties to this Agreement; and

(iv)    if Advances (other than Swing Line Advances) are outstanding at the time
such notice is given, then the Additional Parties shall make available to the
Relevant Facility Agents an amount equal to their respective Main Facility
Rateable Portion (calculated as if the Additional Commitment were a Commitment)
of such Advances and the Relevant Facility Agent shall make available to each
Relevant Lender that Relevant Lender's Main Facility Rateable Portion
(calculated without reference to the Additional Commitment) of such amount,

whereupon each of the Borrowers, each Agent, each Lender and the Additional
Parties shall acquire the same rights and assume the same obligations between
themselves as they would have acquired and assumed had such Additional Parties
been original parties hereto as Lenders.

(b)     Each of the parties hereto agrees that it will promptly execute and
deliver all such documents, including, without limitation, all such additional
conveyances, transfers and consents and other assurances, and do all such other
acts and things as may from time to time be desirable in order to better
evidence or give effect to this Section 2.23.



ARTICLE 3

LETTERS OF CREDIT

3.1     Issuance Request

By delivering to the Canadian Facility Agent and the Issuing Bank an Issuance
Request at or before 12:00 noon, Toronto time, Celestica may request, from time
to time prior to the Conversion Date and on not less than three nor more than
ten Banking Days' notice, that the Issuing Bank issue an irrevocable standby
letter of credit or letter of guarantee in such form as


<PAGE>
                                      -53-


may be requested by Celestica and approved by the Issuing Bank (each a "Letter
of Credit") in support of financial obligations of a Restricted Subsidiary
incurred in such Restricted Subsidiary's ordinary course of business and which
are described in such Issuance Request, provided that, if the form of the letter
of credit requested by such Borrower is in a language other than English,
Celestica shall provide to the Canadian Facility Agent and the Issuing Bank not
less than ten nor more than twenty Banking Days notice. Upon receipt of an
Issuance Request, the Canadian Facility Agent shall, within twenty (20) days of
the receipt thereof, notify the Canadian Lenders thereof. Each Letter of Credit
shall, by its terms:

(a)     be issued in a Face Amount which when aggregated with the Face Amounts
of all other outstanding Letters of Credit does not exceed (or would not, upon
its issuance, exceed) the then Letter of Credit Availability;

(b)     be stated to expire on a date (its "Stated Expiry Date") not later than
the earlier of two years from its date of issuance and the Final Maturity Date;
and

(c)     on or prior to its Stated Expiry Date:

(i)     terminate immediately upon notice to the Issuing Bank thereof from the
beneficiary thereunder that all obligations covered thereby have been
terminated, paid or otherwise satisfied in full, and

(ii)    reduce, in part, immediately and to the extent that the beneficiary
thereunder has notified the Issuing Bank thereof that the obligations covered
thereby have been paid or otherwise satisfied in part.

Celestica may request Letters of Credit to be denominated in Canadian Dollars,
in United States Dollars, in Pounds Sterling or in such Freely Tradeable
European Currency (other than Pounds Sterling) as the Issuing Bank, in its sole
and absolute discretion, may agree. The provisions of Section 6.1 (with the
exception of 6.1(h)) shall apply to Letters of Credit issued contemporaneously
on the first Drawdown Date and, thereafter, Section 6.2 (with the exception of
Section 6.2(a)) shall apply at the time of issuance of any Letter of Credit as
if such issuance were a Drawdown.

3.2     Issuances

On the terms and subject to the conditions of this Agreement, the Issuing Bank
shall issue Letters of Credit in accordance with the Issuance Requests made
therefor. The Issuing Bank will make available the original of each Letter of
Credit which it issues in accordance with the Issuance Request therefor to the
beneficiary thereof. The Issuing Bank shall notify the Canadian Facility Agent
of each issuance of or amendment to any Letter of Credit on the day upon which
such issuance or amendment occurs and will promptly provide each of the Canadian
Facility Agent and the Lenders with a copy of such Letter of Credit or amendment
thereof.

3.3     Other Lenders' Participation

<PAGE>
                                      -54-


Each Letter of Credit issued pursuant to Section 3.2 shall, effective upon its
issuance and without further action, be issued on behalf of all Canadian Lenders
(including the Issuing Bank) in their respective Main Facility Rateable
Portions. Each Canadian Lender shall, to the extent of its Main Facility
Rateable Portion, be deemed irrevocably to have participated in the issuance of
the Letter of Credit and shall be deemed to have purchased from the Issuing Bank
its Main Facility Rateable Portion of the Face Amount of each Letter of Credit;
provided, however, that in the event that any Letter of Credit is denominated in
a currency other than United States Dollars, each of the Canadian Lenders, other
than the Issuing Bank, shall be deemed to have purchased from the Issuing Bank
its Main Facility Rateable Portion of the Equivalent Amount, expressed in United
States Dollars and determined on the date of issuance, of the Letter of Credit.
Each Canadian Lender shall be responsible to reimburse promptly the Issuing Bank
for Reimbursement Obligations which have not been reimbursed by Celestica in
accordance with Section 3.4 or which have been reimbursed by Celestica but must
be returned, restored or disgorged by the Issuing Bank for any reason and each
Canadian Lender shall, to the extent of its Main Facility Rateable Portion, be
entitled to receive from the Canadian Facility Agent its Main Facility Rateable
Portion of the LC Fee received by the Canadian Facility Agent with respect to
each Letter of Credit. In the event that Celestica shall fail to reimburse the
Issuing Bank or if for any reason Advances shall not be made to fund any
Reimbursement Obligation, all as provided in Section 3.4 and in an amount equal
to the amount of any drawing on or by the Issuing Bank under a Letter of Credit,
or in the event the Issuing Bank must, for any reason, return, restore or
disgorge such reimbursement, the Issuing Bank shall promptly notify each
Canadian Lender of the unreimbursed amount of such drawing and such Canadian
Lender's respective Main Facility Rateable Portion of the Face Amount of such
Letter of Credit. Each Canadian Lender shall make available to the Issuing Bank,
whether or not any Default shall have occurred and be continuing, an amount
equal to its respective Main Facility Rateable Portion of the Face Amount of
such Letter of Credit in same day or immediately available funds at the office
of the Issuing Bank specified in such notice not later than 10:00 a.m. local
time on the Banking Day after the date notified by the Issuing Bank. In the
event that any Canadian Lender fails to make available to the Issuing Bank the
amount of such Canadian Lender's participation in such Letter of Credit as
provided herein, the Issuing Bank shall be entitled to recover such amount on
demand from such Canadian Lender together with interest at a daily rate
consistent with market practice. Nothing in this Section shall be deemed to
prejudice the right of any Canadian Lender to recover from the Issuing Bank any
amounts made available by such Canadian Lender to the Issuing Bank pursuant to
this Section in the event that it is determined by a court of competent
jurisdiction that the payment with respect to such Letter of Credit by the
Issuing Bank in respect of which payment was made by such Canadian Lender
constituted gross negligence or wilful misconduct on the part of the Issuing
Bank. The Issuing Bank shall distribute to each other Canadian Lender which has
paid all amounts payable by it under this Section with respect to any Letter of
Credit issued by the Issuing Bank such other Canadian Lender's Main Facility
Rateable Portion of all payments received by the Issuing Bank from Celestica in
reimbursement of drawings honoured by the Issuing Bank under such Letter of
Credit when such payments are received.

3.4     Reimbursement


<PAGE>
                                      -55-


The Issuing Bank will notify Celestica and the Canadian Facility Agent promptly
following the presentment for payment of any drawing under a Letter of Credit
which notice shall include the date (a "Disbursement Date") such payment shall
be made. Subject to the terms and provisions of such Letter of Credit, the
Issuing Bank shall make such payment to the beneficiary (or its designee) of
such Letter of Credit (each, a "Disbursement"). Unless Celestica has made
alternative arrangements with the Issuing Bank with respect to payment to the
Canadian Facility Agent of an amount sufficient to permit the Issuing Bank to
discharge its obligations under the Letter of Credit together with that amount
equal to any and all charges and expenses which the Issuing Bank may pay or
incur in respect to such Letter of Credit, at or prior to 12:00 noon, Toronto
time on the Disbursement Date, Celestica will reimburse the Issuing Bank for all
amounts disbursed under the Letter of Credit together with that amount equal to
any and all charges and expenses which the Issuing Bank may pay or incur in
respect of such drawing under such Letter of Credit, failing which any such
payment so payable shall be deemed to be (i) a Drawdown of a Prime Rate Advance
if payment under such Letter of Credit was made in Canadian Dollars; (ii) a
Drawdown of a Base Rate Canada Advance if payment under such Letter of Credit
was made in United States Dollars; or (iii) a Drawdown of a Base Rate Canada
Advance in the Equivalent Amount in United States Dollars on the date of such
disbursement of the aggregate of the amount so disbursed and all such charges
and expenses if payment under such Letter of Credit was made in a Freely
Tradeable European Currency; provided that the provisions of Section 6.2
regarding conditions for subsequent Drawdowns and the provisions of Section 11.2
relieving Lenders of the obligation to make further Advances shall not apply to
such Advances. In the event that any amount so payable by the Issuing Bank
exceeds the amount available to be drawn down by Celestica under the Facility,
then forthwith upon receipt of such notice, Celestica shall provide to the
Issuing Bank an amount equal to such excess amount. Celestica's obligation (a
"Reimbursement Obligation") to reimburse the Issuing Bank with respect to each
Disbursement, and each Canadian Lender's obligation to make participation
payments in each drawing which has not been reimbursed by Celestica, shall be
absolute and unconditional under any and all circumstances and irrespective of
any setoff, counterclaim, or defence to payment which Celestica may have or have
had against any Canadian Lender or any beneficiary of a Letter of Credit,
including any defence based upon the occurrence of any Default, any draft,
demand or certificate or other document presented under a Letter of Credit
proving to be forged, fraudulent, invalid or insufficient, the failure of any
Disbursement to conform to the terms of the applicable Letter of Credit (if, in
the Issuing Bank's good faith opinion, such Disbursement is determined to be
appropriate) or any non-application or misapplication by the beneficiary of the
proceeds of such Disbursement, or the legality, validity, form, regularity, or
enforceability of such Letter of Credit; provided, however, that nothing herein
shall adversely affect the right of Celestica to commence any proceeding against
the Issuing Bank for any wrongful Disbursement made by the Issuing Bank under a
Letter of Credit as a result of gross negligence or wilful misconduct on the
part of the Issuing Bank.

3.5     Deemed Disbursements

Upon the declaration by the Administrative Agent that all Advances are
immediately due and payable or are due and payable on demand pursuant to Section
10.2 or the occurrence of the


<PAGE>
                                      -56-


Final Maturity Date, an amount equal to any portion of an outstanding and
undrawn Letter of Credit shall, at the election of the Issuing Bank acting on
instructions from the Majority Lenders, and without demand upon or notice to
Celestica, be deemed to have been paid or disbursed by the Issuing Bank under
such Letter of Credit (notwithstanding that such amount may not in fact have
been so paid or disbursed), and, upon notification by the Issuing Bank to the
Canadian Facility Agent and Celestica of its obligations under this Section,
Celestica shall be immediately obligated to reimburse the Issuing Bank for the
amount deemed to have been so paid or disbursed by the Issuing Bank. Any amounts
so received by the Issuing Bank from Celestica pursuant to this Section shall be
held as collateral security for the repayment of Celestica's obligations in
connection with the Letters of Credit issued by the Issuing Bank. At any time
when such Letters of Credit shall terminate pursuant to Section 3.1(c)(i) or be
reduced pursuant to Section 3.1(c)(ii) the obligations of Celestica under this
Section shall be reduced accordingly (subject, however, to reinstatement in the
event any payment in respect of such Letters of Credit is recovered in any
manner from the Issuing Bank), and the Issuing Bank will return to Celestica the
amount, if any, by which (i) the amount deposited by Celestica with the Issuing
Bank; exceeds (ii) the amount applied by the Issuing Bank to any Reimbursement
Obligation of Celestica less the amount of all Reimbursement Obligations of
Celestica.

If, pursuant to Section 10.2, the Administrative Agent withdraws its declaration
that all Advances are immediately due and payable or are due and payable on
demand, or at such time when all Events of Default shall have been cured or
waived, the Issuing Bank shall return to Celestica all amounts then on deposit
with such Issuing Bank pursuant to this Section 3.5.

3.6     Nature of Reimbursement Obligations

Celestica shall assume all risks of the acts, omissions, or misuse of any Letter
of Credit it has requested by the beneficiary thereof. Neither the Issuing Bank
nor any Lender (except to the extent of its own gross negligence or wilful
misconduct) shall be responsible for:

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

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

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

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



<PAGE>
                                      -57-


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

None of the foregoing shall affect, impair, or prevent the vesting of any of the
rights or powers granted to the Issuing Bank or any Lender hereunder. Any action
taken or omitted to be taken by the Issuing Bank in good faith shall be binding
upon Celestica and shall not subject the Issuing Bank to any resulting liability
to Celestica.

3.7     Indemnity for Costs

Celestica shall indemnify the Issuing Bank against any and all costs, damages,
expenses, taxes (other than taxes on overall net income, assets or capital),
claims and demands which the Issuing Bank may incur or sustain by reason of or
arising in any way whatsoever in connection with the operating, establishing or
paying of the amounts payable under the Letter of Credit or arising in
connection with any amounts payable by the Issuing Bank thereunder.

3.8     Fees

(a)     At the time of issuance of a Letter of Credit, Celestica shall pay to
the Canadian Facility Agent, for the account of the Issuing Bank, an issuing fee
in an amount equal to the product of (i) the maximum amount payable under the
Letter of Credit, (ii) 0.1%, and (iii) a fraction, the numerator of which is the
number of days in the term of the Letter of Credit and the denominator of which
is 365 (or 366 in the case of a leap year).

(b)     At the time of issuance of a Letter of Credit and, if applicable, on the
date one year from the date of issuance of each Letter of Credit which has a
term longer than one year, Celestica shall pay to the Canadian Facility Agent
for the accounts of the Canadian Lenders, an annual fee in an amount equal to
the product of (i) the maximum amount payable under the Letter of Credit, (ii)
the LC Fee, and (iii) a fraction, the numerator of which is the number of days
in the term of the Letter of Credit to elapse in that calendar year from the
date of issuance and the denominator of which is 365 (or 366 in the case of a
leap year).

(c)     Celestica shall pay to the Canadian Facility Agent, for the account of
the Issuing Bank, an amendment fee in United States Dollars in respect of each
amendment to any Letter of Credit in such amount as is usual and customary for
the Issuing Bank to charge its customers, and such fee shall be payable by
Celestica to the Canadian Facility Agent, for the account of the Issuing Bank,
at the time of request for such amendment.

(d)     In the event that the currency in which a Letter of Credit is expressed
to be drawn is a currency other than United States Dollars or Canadian Dollars,
for the purposes of assessing the fees payable under this Section 3.8, the
maximum amount payable under the Letter of Credit shall be deemed to be the
Equivalent Amount in United States Dollars of such other currency on the date on
which such fee is to be assessed.

3.9     Issuing Bank


<PAGE>
                                      -58-


The Issuing Bank shall be Scotiabank or such other Canadian Lender as Celestica
may designate from time to time.



ARTICLE 4

BANKERS' ACCEPTANCES AND ACCEPTANCE NOTES

4.1     Funding of Bankers' Acceptances

If the Canadian Facility Agent receives from Celestica or a Canadian Designated
Subsidiary a Drawdown Notice or a Rollover Notice or a Conversion Notice
requesting an Advance or a Rollover or a Conversion into a Bankers' Acceptance
Advance, the Canadian Facility Agent shall notify each of the Canadian Lenders,
prior to 11:30 a.m. (Toronto time) on the first Banking Day prior to the date of
such Advance, of such request and each Canadian Lender's Main Facility Rateable
Portion of such Advance except that, if the Face Amount of a draft which would
otherwise be accepted by a Canadian Lender would not be Cdn.$100,000, or an
integral multiple thereof, such Face Amount shall be increased or reduced by the
Canadian Facility Agent in its sole and unfettered discretion to the nearest
integral multiple of Cdn.$100,000. Each Canadian Lender shall, not later than
11:30 a.m. (Toronto time) on the date of each Advance by way of Bankers'
Acceptance under the Facility (whether in respect of a Drawdown or pursuant to a
Rollover or Conversion), accept drafts of such Borrower who has delivered such
Drawdown Notice, Rollover Notice or Conversion Notice which are presented to it
for acceptance and which have an aggregate face amount equal to such Canadian
Lender's Main Facility Rateable Portion of the total Advance being made by way
of Bankers' Acceptances on such date. With respect to each Drawdown of or
Rollover of or Conversion into Bankers' Acceptances, each Canadian Lender shall
not be required to accept any draft which has a face amount which is not an
integral multiple of Cdn.$100,000. Subject to this Section and Section 2.3, each
Canadian Lender shall purchase its Main Facility Rateable Portion of any
Bankers' Acceptances. Concurrently with the acceptance of drafts of such
Borrower as aforesaid, each Canadian Lender shall make available to the Canadian
Facility Agent its Main Facility Rateable Portion of the Notional BA Proceeds
with respect to such Advance. The Canadian Facility Agent shall, upon fulfilment
by such Borrower of the conditions set out in Section 6.1 or Section 6.2, as
applicable, make such Notional BA Proceeds available to such Borrower on the
date of such Advance by crediting the Designated Account of such Borrower.

4.2     Acceptance Fees

With respect to each draft of Celestica or a Canadian Designated Subsidiary
accepted pursuant hereto, such Borrower shall pay to the Canadian Facility Agent
for the account of the Canadian Lenders, as the case may be, in advance, an
acceptance fee calculated at the rate per annum, on the basis of a year of 365
days or 366 days in the case of a leap year, equal to the Applicable Margin
pertaining to the Canadian BA Rate on the Face Amount of such Bankers'
Acceptance or


<PAGE>
                                      -59-


the principal amount of an Acceptance Note, as applicable for its term, being
the actual number of days in the period commencing on the date of acceptance
of such Borrower's draft or the date of such Acceptance Note and ending on
but excluding the maturity date of the Bankers' Acceptance or Acceptance
Note. Such acceptance fees shall be non-refundable and shall be fully earned
when due or the last day of the Interest Period of the Acceptance Note, as
applicable. Such acceptance fees shall be paid by the Borrower whose draft
has been accepted by the Canadian Facility Agent deducting the amount thereof
on behalf of the Canadian Lenders from what would otherwise be Notional BA
Proceeds funded pursuant to Section 4.1.

4.3     Safekeeping of Drafts

The Canadian Lenders agree that, in respect of the safekeeping of executed
drafts of Celestica or any Canadian Designated Subsidiary which are delivered to
them for acceptance hereunder, they shall exercise the same degree of care which
the Canadian Lenders give to their own property, provided that the Canadian
Lenders shall not deemed to be insurers thereof.

4.4     Term and Interest Periods

The term of any Bankers' Acceptance shall be specified in the draft and in the
Drawdown Notice, Conversion Notice or Rollover Notice related thereto and the
Interest Period for any Acceptance Note shall be specified in the Drawdown
Notice, Conversion Notice or Rollover Notice related thereto and the term of any
Bankers' Acceptance and the Interest Period of an Acceptance Note shall be for
periods of approximately 30, 60, 90 or 180 days, unless otherwise agreed to by
the Administrative Agent. The term of each Bankers' Acceptance shall mature, and
the Interest Period of an Acceptance Note shall end, on a Banking Day. Each
Borrower who delivers a Drawdown Notice, Rollover Notice or Conversion Notice
shall ensure that no Bankers' Acceptance issued pursuant thereto shall have a
maturity date after the Final Maturity Date and that no Acceptance Note issued
pursuant thereto shall have an Interest Period ending after the Final Maturity
Date.

4.5     Payment on Maturity

A Borrower which has received a Bankers' Acceptance Advance shall pay to the
Canadian Facility Agent, for the account of the Canadian Lenders, on the
maturity date of such Bankers' Acceptance and the last day of the Interest
Period of an Acceptance Note an amount equal to the Face Amount of such maturing
Bankers' Acceptance or the principal amount of such Acceptance Note, as the case
may be; provided that such Borrower may, at its option, so reimburse the
Canadian Lenders, in whole or in part, by delivering to the Canadian Facility
Agent no later than 10:00 a.m. two (2) Banking Days prior to the maturity date
of a maturing Bankers' Acceptance or the last day of the Interest Period of an
Acceptance Note, as the case may be, a Rollover Notice specifying the term of
the Bankers' Acceptances or the next Interest Period for such Acceptance Note,
as the case may be, and presenting drafts or Acceptance Notes to the Canadian
Lenders for acceptance and purchase having, in the case of reimbursement in
whole by replacement Bankers' Acceptances or Acceptance Notes, an aggregate Face
Amount equal to the


<PAGE>
                                      -60-


Face Amount of the maturing Bankers' Acceptances or principal amount of the
Acceptance Notes. In the event that a Borrower fails to deliver a Conversion
Notice or Rollover Notice and fails to make payment to the Canadian Facility
Agent in respect of the maturing Bankers' Acceptance Advance, the Face Amount of
the maturing Bankers' Acceptances and the principal amount of the Acceptance
Notes forming part of such Bankers' Acceptance Advance shall be deemed to be
converted to a Prime Rate Advance on the relevant maturity date.

4.6     Waiver of Days of Grace

Each of Celestica and any Canadian Designated Subsidiary Borrower renounces and
shall not claim any days of grace for the payment of any Bankers' Acceptance or
Acceptance Notes.

4.7     Special Provisions Relating to Acceptance Notes

(a)     Each Borrower and each Canadian Lender hereby acknowledges and agrees
that from time to time certain Canadian Lenders which are Canadian chartered
banks listed on Schedule II to the Bank Act (Canada) may not be authorized to or
may, as a matter of general corporate policy, elect not to accept Bankers'
Acceptance drafts, and the Borrowers and each Canadian Lender agree that any
such Canadian Lender may purchase Acceptance Notes of any of Celestica or any
Canadian Designated Subsidiary in accordance with the provisions of Section
4.7(b) in lieu of creating Bankers' Acceptances for its account.

(b)     In the event that any Canadian Lender described in Section 4.7(a) above
is unable to, or elects as a matter of general corporate policy not to, create
Bankers' Acceptances hereunder, such Canadian Lender shall not be required to
accept Bankers' Acceptances hereunder, but rather, if Celestica or any Canadian
Designated Subsidiary requests the acceptance of such Bankers' Acceptances, that
Borrower shall deliver to such Canadian Lender non-interest bearing promissory
notes (each, an "Acceptance Note") of such Borrower, substantially in the form
of Schedule N, having the same maturity as the Bankers' Acceptances to be
accepted and in an aggregate principal amount equal to the face amount of such
Bankers' Acceptances. Each such Canadian Lender hereby agrees to purchase
Acceptance Notes from such Borrower at a purchase price equal to the Notional BA
Proceeds which would have been applicable if a Bankers' Acceptance draft had
been accepted by it and such Acceptance Notes shall be governed by the
provisions of this Article 4 as if they were Bankers' Acceptances.

4.8     No Market

If the Administrative Agent determines in good faith and notifies Celestica in
writing that, by reason of circumstances affecting the Canadian money market,
there is no market for Bankers' Acceptances, then the right of Celestica or any
Canadian Designated Subsidiary to request Bankers' Acceptance Advances shall be
suspended until the Administrative Agent, acting reasonably, determines that the
circumstances causing such suspension no longer exists and the Administrative
Agent so notifies Celestica. In such circumstances, any Drawdown Notice for a
Bankers' Acceptance Advance which is outstanding shall be cancelled and the
Drawdown


<PAGE>
                                      -61-


requested therein shall, at the option of Celestica or any Canadian Designated
Subsidiary delivering such Drawdown Notice, either not be made or be made as a
Prime Rate Advance.





ARTICLE 5

CHANGE OF CIRCUMSTANCES

AND INDEMNIFICATION

5.1     Collecting Agent Rules

Each U.K. Lender represents to the U.K. Facility Agent and the Administrative
Agent that, in the case of a U.K. Lender which is a U.K. Lender on the date of
this Agreement and, in case of a U.K. Lender which becomes a U.K. Lender after
the date of this Agreement, on the date it becomes a U.K. Lender, in relation to
the Facility, it is:

(a)     either:

(i)     not resident in the United Kingdom for United Kingdom tax purposes; or

(ii)    a bank as defined in Section 840A of the United Kingdom Income and
Corporation Taxes Act, 1988 and resident in the United Kingdom; and

(b)     beneficially entitled to the principal and interest payable to it under
this Agreement,

(or, if it is not able to make those representations, will ensure that it
assigns, transfers or novates its rights in respect of each Advance to a U.K.
Designated Subsidiary then made (or, if made later, when made) to an entity in
respect of which both representations in Subsections (a) and (b) are correct)
and, if it is able to make those representations on the date of this Agreement
or the date it becomes a U.K. Lender, shall forthwith notify the Administrative
Agent if either representation ceases to be correct.

5.2     U.K. Lender Representation

Each U.K. Lender represents to each of Celestica and each U.K. Designated
Subsidiary that it is:

(a)     a bank as defined in Section 840A of the United Kingdom Income and
Corporation Taxes Act, 1988 and within the charge to corporation tax as respects
the interest on Advances made hereunder; and

(b)     beneficially entitled to the principal, interest and fees payable to
it, or to an Agent on its behalf, under this Agreement.


<PAGE>
                                      -62-


Except where a U.K. Lender is not or ceases to fall within either of clauses (a)
or (b) above as a result of a Tax Change, the foregoing representation shall be
true and correct and shall be deemed to be given by each U.K. Lender on each day
that a payment of interest, principal or fees is to be made to it pursuant to a
Loan Document. For this purpose, "Tax Change" is the introduction, suspension,
withdrawal or cancellation of, or change in, or change in the official
interpretation, administration or official application of, any law, regulation
having the force of law, tax treaty or any published practice or published
concession of the U.K. Inland Revenue or any other relevant taxing or fiscal
authority in any jurisdiction with which the relevant U.K. Lender has a
connection, occurring after the date of this Agreement.

5.3     Canadian Lender Representation

Each Canadian Lender represents to each of Celestica and each Canadian
Designated Subsidiary, the Canadian Facility Agent and the Administrative Agent
that it is resident in Canada for the purposes of the Income Tax Act (Canada)
and that it is beneficially entitled to the principal, interest and fees payable
to it under the Loan Documents. The foregoing representation shall be true and
correct and shall be deemed to be given by each Canadian Lender on each day that
a payment of interest, principal or fees is to be made to it pursuant to a Loan
Document.

5.4     U.S. Lender Obligations

Each U.S. Lender shall:

(a)     deliver to each of the U.S.  Designated  Subsidiaries and to the
Administrative Agent on or before the date on which it becomes a U.S. Lender:

(i)     either (A) two properly completed and duly executed copies of United
States Internal Revenue Services Form 1001 or 4224 (or successor applicable
forms or certifications, as the case may be) necessary to establish complete
exemption from United States withholding tax with respect to payments by the
Obligors under the Loan Documents or (B) in the case of a U.S. Lender claiming
exemption from United States withholding tax under Section 871(h) or
881(c)(3)(A) of the Code with respect to payments of "portfolio interest" by the
Borrowers under this Agreement, a properly completed and duly executed United
States Internal Revenue Service Form W-8 (or successor applicable forms or
certifications as are necessary to establish exemption from United States
withholding tax for portfolio interest), including an annual certificate
representing that such U.S. Lender is not a bank for purposes of Section 881(c)
of the Code, is not subject to regulatory or other legal requirements as a bank
in any jurisdiction, and has not been treated as a bank for purposes of any tax,
securities law or other filing or submission made to any Official Body, any
application made to a rating agency or qualification for any exemption from tax,
securities law or other legal requirements, is not a 10 per cent shareholder of
a Borrower within the meaning of Section 881(c)(3)(B) of the Code and is not a
controlled foreign corporation receiving interest from a related person within
the meaning of Section 881(c)(3)(C) of the Code; or


<PAGE>
                                      -63-


(ii)    two properly completed and duly executed copies of United States
Internal Revenue Service Form W-9 (or successor applicable forms or
certifications as the case may be) and, upon such delivery and on each day that
a payment of interest, principal or fees is to be made to it pursuant to a Loan
Document, such U.S. Lender which has delivered the forms or certifications
provided for in this Clause (ii) shall be deemed to represent and warrant to
each U.S. Designated Subsidiary, Celestica, the U.S. Facility Agent and the
Administrative Agent that it is organized under the laws of the United States of
America.

(b)     deliver to each of the U.S. Designated Subsidiaries and the
Administrative Agent two further copies of any such form or certification on or
before the date that any such form or certification expires or becomes obsolete
and after the occurrence of any event requiring a change in the most recent form
previously delivered; and

(c)     obtain such extensions of time for filing and completing such forms or
certifications as may reasonably be requested by a U.S. Designated Subsidiary or
the Administrative Agent;

provided, however, that such U.S. Lender shall not be required to perform the
obligations under this Section 5.4 if prior to the date on which the performance
of such obligations would otherwise be required, any change in treaty, law or
regulation or any order or directive relating thereto or any interpretations
thereof, whether or not having the force of law, renders the performance of such
obligations unlawful or would render all such forms or certifications
inapplicable or which would prevent such U.S. Lender from duly completing and
delivering any such form or certification with respect to it or if as a result
of such change, order, directive or interpretation, such performance would
reasonably be likely to result in an adverse action being taken against such
U.S. Lender and such U.S. Lender so advises the U.S. Designated Subsidiaries and
the Administrative Agent.

Each U.S. Lender which has delivered the forms or certifications provided for in
Section 5.4(a)(ii) hereby represents and warrants to each U.S. Designated
Subsidiary, Celestica, the U.S. Facility Agent and the Administrative Agent that
it is beneficially entitled to the principal, interest and fees payable to it
under the Loan Documents.

5.5     Increased Costs

In the event of (i) any Applicable Law coming into force after the date hereof,
(ii) any change in any Applicable Law, or in the interpretation or application
thereof by any court or by any governmental, regulatory, other authority or
central bank charged with the administration thereof, or (iii) compliance by any
Lender with any direction, request or requirement (whether or not having the
force of law but, if not having the force of law, one with which a responsible
bank acting reasonably would comply) of any government, monetary authority,
central bank or comparable agency (each such event being hereinafter referred to
as a "change in law") which now or hereafter:


<PAGE>
                                      -64-


(a)     subjects a Lender to any Tax or changes the basis of taxation, or
increases any existing Tax (in each case, except for the coming into force of
any Tax or change in the basis of taxation in respect of or the change in the
rate of Tax charged on net income as a whole, on franchises or capital
applicable to the relevant jurisdictions of the Lender), on payments of
principal, interest or other amounts payable by the Borrowers to such Lender
under any Loan Document or on or by reference to the amount of any Advances made
or to be made by any Lender hereunder or on or by reference to the Commitment of
any Lender, or

(b)     imposes, modifies or deems applicable any reserve, deposit, ratio or
similar requirements or otherwise imposes any cost on any Lender in funding or
maintaining all or any of the Advances or its Commitment (including, without
limitation, any such requirement imposed by the Board of Governors of the United
States Federal Reserve System or by the Bank of England or The Financial
Services Authority), or

(c)     has the effect of increasing the amount of overall capital required to
be maintained by a Lender, taking into account the existence of such Lender's
participation in any Advance or any of its obligations under any Loan Document
(including, without limitation, all or any part of its Commitment),

and the result of any of the foregoing is to increase the cost to a Lender,
reduce the income receivable by it or reduce the effective return on the capital
of such Lender in respect of any Advances and/or its Commitment to an extent
which such Lender believes to be material (after consultation with Celestica),
the Lender shall give notice thereof to the Administrative Agent and the
Administrative Agent shall give notice thereof to the Borrowers (herein called a
"Notice of Amount") stating the event by reason of which it believes it is
entitled to Additional Compensation, such cost and/or such reduction in such
return (or such proportion of such reduction as is, in the reasonable and bona
fide opinion of such Lender, attributable to its obligations hereunder), the
amount of such Additional Compensation (as hereinafter defined) incurred by such
Lender and supplying reasonable supporting evidence (including, in the event of
change of Applicable Law, a photocopy of the Applicable Law evidencing such
change together with a certificate of a duly authorized officer of the Lender
setting forth the Additional Compensation and the basis for calculation of such
Additional Compensation and an opinion in writing of such Lender's counsel
confirming such change); provided that the Lender shall not be required to
disclose any information required to be kept confidential by Applicable Law (in
which case the requirement of such confidentiality shall be supported by an
opinion of such Lender's Counsel) within ten (10) Banking Days of the date of
receipt of any Notice of Amount, the amount set out therein (in this Article 5
referred to as "Additional Compensation") shall be paid to the Lender by (i)
Celestica and all Canadian Designated Subsidiaries, if the Lender is a Canadian
Lender; (ii) the U.S. Designated Subsidiaries, if the Lender is a U.S. Lender;
(iii) the U.K. Designated Subsidiaries if the Lender is a U.K. Lender, or (iv)
the relevant Consent Designated Subsidiary if the Lender is a Consent Lender. In
the event such Lender subsequently recovers all or part of the Additional
Compensation paid by the Borrowers, it shall repay an equal amount to such
Borrowers.


<PAGE>
                                      -65-


5.6     Illegality

If, with respect to any Lender, the implementation of any existing provision of
Applicable Law or the adoption of any Applicable Law, or any change therein or
in the interpretation or application thereof by any court or by any statutory
board or commission now or hereafter makes it unlawful for such Lender to make,
fund or maintain all or any portion of an outstanding Advance, to maintain all
or any part of its Commitment hereunder or to give effect to its obligations in
respect of all or any portion of an outstanding Advance, such Lender may, by
written notice thereof to the Borrowers and the other Lenders through the
Administrative Agent (supported, at the request and expense of the Borrowers, by
an opinion of such Lender's counsel), declare the obligations of such Lender
under this Agreement to be terminated whereupon the same shall forthwith
terminate, and the Borrowers to whom such Lender has made Advances shall repay
within the time required by such law (or as promptly as practicable if already
unlawful or at the end of such longer period, if any, as such Lender in its bona
fide opinion may agree) the principal of the Advances made by such Lender. If
any such change shall affect only that portion of such Lender's obligations
under this Agreement that is, in the bona fide opinion of such Lender, severable
from the remainder of this Agreement so that the remainder of this Agreement may
be continued in full force and effect without otherwise affecting any of the
obligations of such Lender or the Borrowers hereunder, such Lender shall declare
its obligations under only that portion so terminated.

5.7     Mitigation

(a)     If, in respect of any Lender, circumstances arise which would result,
upon the giving of notice, in:

(i)     Additional Compensation being paid by a Borrower to a Lender under
Section 5.5; or

(ii)    a reduction of all or any of an Advance by such Lender or the Lender's
Commitment pursuant to Section 5.6; or

(iii)   the prepayment of the portion of the Advances outstanding to it pursuant
to Section 5.6; or

(iv)    the payment of any amount by an Obligor under Section 5.8;

then such Lender, promptly upon becoming aware of the same and the possible
results thereof, shall notify the Administrative Agent thereof and the
Administrative Agent shall notify the Borrowers thereof and, in consultation
with the Borrowers shall take such steps, if any, as such Lender in its bona
fide opinion considers appropriate to mitigate the effects of such
circumstances. Without limiting the generality of the foregoing, if it is
commercially reasonable, such Lender shall make reasonable efforts to limit
the incidence of any such Additional Compensation and seek recovery for the
account of the Borrowers upon the Borrower's request and at the Borrower's
expense; provided that such Lender in its reasonable determination suffers no
appreciable economic, legal, regulatory or other disadvantage. In all events,
the Lenders shall

<PAGE>
                                      -66-


promptly co-operate with the Borrowers to the extent possible, to rearrange
the affected availment to one that may not be affected by such change, but
failure to effect a change in availment shall not relieve the relevant
Borrower of its obligation to pay the Additional Compensation.
Notwithstanding the foregoing provisions, a Lender shall only be entitled to
rely upon the provisions of Section 5.5 if and for so long as it is not
treating the Borrowers in any materially different or in any less favourable
manner than is applicable to any other customers of any relevant Lender,
where such other customers are bound by similar provisions to the foregoing
provisions of Section 5.5.

(b)     If any Lender seeks Additional Compensation pursuant to Section 5.5
hereof (the "Affected Lender"), then the relevant Borrowers may indicate to the
Administrative Agent in writing that they desire to (i) replace the Affected
Lender with one or more of the other Lenders, and/or (ii) amend a Drawdown
Notice or Notice of Swing Line Borrowing to reduce the amount sought to be
borrowed to reflect the reduced amount hereunder, and the Administrative Agent
shall then forthwith give notice to the other Lenders that any Lender or Lenders
may, in the aggregate, advance all or part of the Affected Lender's Main
Facility Rateable Portion of such Advance and, in the aggregate, assume all or
part of the Affected Lender's Commitment and obligations hereunder and acquire
all or part of the rights of the Affected Lender and assume all or part of the
obligations of the Affected Lender under each of the other Loan Documents (but
in no event shall any other Lender or any Agent be obliged to do so). If a
Lender shall so agree in writing (herein collectively called the "Assenting
Lenders" and individually called an "Assenting Lender") with respect to such
advance, acquisition and assumption, the Main Facility Rateable Portion of such
Advance of each Assenting Lender (other than a Swing Line Advance) and the
Commitment and the obligations of such Assenting Lender under this Agreement and
the rights and obligations of such Assenting Lender under each of the other Loan
Documents shall be increased accordingly on a date mutually acceptable to such
Assenting Lender and the Borrowers. On such date, the Assenting Lender shall
advance to the relevant Borrowers the relevant portion of the Affected Lender's
Main Facility Rateable Portion of the outstanding Advances (other than Swing
Line Advances) and the relevant Borrowers shall prepay to the Affected Lender
the Advances of the Affected Lender then outstanding, together with all interest
accrued thereon and all other amounts owing to the Affected Lender hereunder,
and, upon such advance and prepayment, the Affected Lender shall cease to be a
"Lender" for purposes of this Agreement and shall no longer have any obligations
hereunder. Upon the assumption of the Affected Lender's Commitment as aforesaid
by an Assenting Lender, Schedule D hereto shall be deemed to be amended to
increase the Commitment of such Assenting Lender by the amount of such
assumption and to reduce the Commitment of the Affected Lender by a like amount.
If no Assenting Lender is found, then in such event, the relevant Borrower is
entitled to repay the Affected Lender and reduce its obligations hereunder by
such amount so repaid.

5.8     Taxes

(a)     All payments by any Obligor under this Agreement or the Guarantees
shall be made free and clear of and without deduction or withholding for any and
all Taxes, unless required by law. If an Obligor shall be required by law, rule,
regulation or the interpretation thereof by the


<PAGE>
                                      -67-


relevant governmental authority to deduct or withhold any such Taxes from or in
respect of any sum payable under this Agreement,

(i)     the sum payable shall be increased by such additional amount as may be
necessary so that after making all required deductions or withholdings
(including deductions or withholdings applicable to additional amounts paid
under this Section 5.8), the relevant Lenders or Agent, as applicable, receive a
net amount equal to the full amount they would have received if no deduction or
withholding had been made;

(ii)    the Obligor shall make such required deductions or withholdings;

(iii)   the Obligor shall pay the full amount deducted or withheld to the
relevant taxation or other authority in accordance with Applicable Law; and

(iv)    such Obligor shall deliver to the relevant Lender or Relevant Facility
Agent, as applicable, as soon as practicable after it has made such payment to
the applicable authority (x) a copy of such receipt as is issued by such
authority evidencing the deduction or withholding of all amounts required to be
deducted or withheld from the sum payable hereunder or (y) if such a receipt is
not available from such authority, notice of the payment of such amount deducted
or withheld;

provided that the obligations of an Obligor to pay additional amounts pursuant
to hereto shall not apply with respect to Taxes ("Excluded Taxes") arising by
virtue of a Lender or Agent, as applicable, having a connection with the
jurisdiction that imposes the Taxes other than merely by the execution of this
Agreement, receipt of payments under this Agreement, the holding and disposition
of Advances, the performance of its obligations or the enforcement of its rights
under this Agreement.

(b)     Without prejudice to the foregoing provisions of this Section 5.8, if
any Agent or Lender (in this Section 5.8, an "Indemnified Person") is required
at any time (whether before or after any Obligor has discharged all of its other
obligations hereunder) to make any payment on account of any Tax which an
Obligor is required to withhold in accordance with Section 5.8(a) hereof or for
which an Obligor is otherwise required to indemnify a Lender or an Agent
pursuant to Sections 5.8(a), (c) or (d) hereof, or if any liability in respect
of any such payment is asserted, imposed, levied or assessed against such
Indemnified Person, the Obligor in respect of which such sum was received or
receivable shall, within 30 days of written demand of such Agent or Lender,
promptly indemnify such Indemnified Person against such payment or liability,
together with interest, penalties and expenses payable or incurred in connection
therewith including, without limitation, any Tax imposed by any jurisdiction on
or in relation to any amounts paid to or for the account of such Indemnified
Person pursuant to this Section 5.8. An Indemnified Person intending to make a
claim pursuant to this Section 5.8 shall notify the Obligor of the event in
respect of which it believes it is entitled to make such claim and supply
reasonable supporting evidence including a copy of the relevant portion of any
written assessment, provided that any such Indemnified Person shall not be
required to disclose any information required to be kept


<PAGE>
                                      -68-


confidential by regulation or contract (in which case the basis of such
confidentiality, at the request and expense of the Borrowers, shall be supported
by an opinion of counsel of reputable standing).

(c)     If an Obligor fails to pay any Taxes required to be paid by it pursuant
to this Section 5.8 when due to the appropriate taxing authority or fails to
remit to any Agent, for the account of the respective Lenders, for the account
of any other Agent or for the Agent's own account, as applicable, the required
receipts or other documentary evidence required by Section 5.8(a)(ii), the
Obligor shall indemnify the Lenders or Agent, as applicable, for any incremental
Taxes, interest or penalties that may become payable by any Lender or any Agent
as a result of any such failure. For purposes of this Section 5.8, a
distribution by an Agent or any Lender to or for the account of any Lender shall
be deemed a payment by the Obligor.

(d)     Each Obligor will indemnify the Lenders and Agents for the full amount
of Taxes imposed by any jurisdiction and paid by such Lender or Agent, as
applicable with respect to any amounts payable pursuant to this Section 5.8, and
any liability arising therefrom or with respect thereto, whether or not such
Taxes were correctly or legally asserted. This indemnification shall be made
within 30 days from the date such Lender or Agent, as applicable makes written
demand therefor which demand shall identify the nature and amount of Taxes for
which indemnification is being sought and shall include a copy of the relevant
portion of any written assessment from the relevant taxing authority demanding
payment of such Taxes.

(e)     Without prejudice to the survival of any other agreement contained
herein, the agreements and obligations contained in this Section 5.8 shall
survive the payment in full of principal, interest, fees and any other amounts
payable hereunder and the termination of this Agreement and the Guarantees.

5.9     Tax Refund

(a)     If, following the imposition of any Tax on any payment by any Obligor in
consequence of which such Obligor pays an additional amount under Section
5.8(a), any Lender receives or is granted a refund of any Tax actually paid by
it which in such Lender's sole opinion (acting in good faith) is attributable to
such additional amount paid by such Obligor and is both identifiable and
quantifiable by it without requiring such Lender or its professional advisers to
expend a material amount of time or incur a material cost in so identifying or
quantifying (any of the foregoing, to the extent so identifiable and
quantifiable, being referred to as a "refund"), such Lender shall, to the extent
that it can do so without prejudice to the retention of the relevant refund and
subject to such Obligor's obligation to repay promptly on demand by the Lender
the amount to such Lender if the relevant refund is subsequently disallowed or
cancelled, reimburse such Obligor promptly after receipt of such refund by such
Lender with such amount as such Lender shall in its sole opinion but in good
faith have concluded to be the amount or value of the relevant refund.

<PAGE>
                                      -69-


(b)     Nothing contained in this Agreement shall interfere with the right of
any Lender to arrange its Tax and other affairs in whatever manner it thinks
fit. No Lender shall be required to disclose any confidential information
relating to the organization of its affairs.



ARTICLE 6

CONDITIONS PRECEDENT TO DRAWDOWN

6.1     Conditions for First Drawdown

The following conditions shall be satisfied by the Borrowers on or prior to the
first Drawdown Date after the date hereof:

(a) each Obligor shall have duly authorized, executed and delivered to the
Administrative Agent each of the Loan Documents to which it is a party and each
such Loan Document shall constitute a legal, valid and binding obligation of
such Obligor, enforceable against such Obligor in accordance with its terms;

(b)     each Obligor shall have delivered to the Administrative Agent:

(i)     a certified copy of its Organic Documents,

(ii)    a certified copy of the resolutions authorizing it to enter into,
execute and deliver the Loan Documents to which it is a party and to perform its
obligations thereunder;

(iii)   a certificate as to the incumbency of its officers signing the Loan
Documents to which it is a party; and

(iv)    a certificate of status, good standing or like certificate with respect
to such Obligor issued by the appropriate government officials of the
jurisdiction of its incorporation;

(c)     the representations and warranties set forth in Section 8.1 shall be
true and correct in all material respects on and as of the Drawdown Date, both
before and after giving effect to the Drawdown of such Advance and to the
application of proceeds therefrom, by reference to the facts and circumstances
then existing;

(d)     no Default or Event of Default shall have occurred and be continuing,
nor shall any such event occur as a result of making the Advances or the
application of proceeds therefrom on the Drawdown Date;

(e)     there shall have been no Material Adverse Change since December 31,
2000;


<PAGE>
                                      -70-


(f)     each Material Restricted Subsidiary (other than Celestica Ireland B.V.)
and any other Restricted Subsidiary which executed and delivered a Guarantee to
the Administrative Agent pursuant to the Existing Credit Agreement that has not
been released or assumed shall have executed and delivered to the Administrative
Agent a confirmation of its Guarantee;

(g)     Celestica shall have executed and delivered to the Administrative Agent
a confirmation of its Guarantee of the monetary Obligations of each Borrower
(other than Celestica);

(h)     any Borrower which intends to make a Drawdown shall have given the
appropriate Drawdown Notice to the Relevant Facility Agent in accordance with
the provisions of Section 2.3;

(i)     opinions of Borrowers' Counsel, and local counsel to each Guarantor,
substantially in form of Schedule Q, shall have been delivered to the
Administrative Agent;

(j)     none of the undertaking, property or assets of the Borrowers or any of
the Restricted Subsidiaries shall be subject to any Liens other than (i)
Permitted Encumbrances or (ii) Liens with respect to which the Administrative
Agent shall have received satisfactory evidence of the repayment of the
underlying obligation and fully executed discharges and releases thereof and
Celestica and each of the Restricted Subsidiaries shall have delivered to the
Administrative Agent a Permitted Encumbrance Certificate; and

(k)     the Borrowers shall have paid all fees and expenses relating to the
Facility provided for in this Agreement which are payable on or prior to the
first Drawdown Date;

The conditions set forth in this Section 6.1 are inserted for the sole benefit
of the Lenders and may be waived by the Administrative Agent on behalf of the
Lenders in whole or in part, with or without terms or conditions.

6.2     Conditions for Subsequent Drawdowns

The following conditions shall be satisfied by the Borrower requesting an
Advance at or prior to the time of each Drawdown of an Advance under the
Facility (other than a deemed Drawdown pursuant to the provisions of Section 3.4
or 4.5) subsequent to the first Drawdown after the date hereof:

(a)     a Borrower shall have given to the Relevant Facility Agent a Drawdown
Notice in accordance with the provisions of Section 2.3;

(b)     the representations and warranties set forth in Section 8.1 shall be,
mutatis mutandis, true and correct in all material respects on and as of the
Drawdown Date, both before and after giving effect to the Drawdown of such
Advance and to the application of proceeds therefrom, by reference to the facts
and circumstances then existing;


<PAGE>
                                      -71-


(c)     no Default or Event of Default shall have occurred and be continuing,
nor shall any such event occur as a result of making the Advances or the
application of proceeds therefrom on the Drawdown Date; and

(d)     if the Borrower requesting the Advance is a Material Restricted
Subsidiary that has become a Designated Subsidiary, the Guarantee required by
Section 9.1(m) to have been delivered by that Designated Subsidiary shall have
been delivered to the Administrative Agent notwithstanding that the 45 day
period referred to therein may not have expired.

6.3     Conditions Relating to First Drawdown by Consent Designated Subsidiaries

The following conditions shall have been satisfied at or prior to the time of
the first Drawdown of an Advance under the Facility by a Consent Designated
Subsidiary:

(a)     the Consent Designated Subsidiary shall have complied in all respects
with Section 7.2; and

(b)     the Consent Designated Subsidiary shall have delivered a Guarantee of
the monetary Obligations of Celestica under this Agreement and of the Guarantee
referred to in Section 6.1(g) substantially in the form of Schedule J, together
with all certificates and opinions required in connection therewith as set out
in Section 9.1(m), all in form and substance satisfactory to the Administrative
Agent.



ARTICLE 7

PROVISIONS RELATING TO SUBSIDIARIES

7.1     Designated Subsidiaries

(a)     The Administrative Agent and the Lenders acknowledge that Celestica has
made the following designations, which Celestica hereby confirms:

(i)     Celestica International as a Canadian Designated Subsidiary;

(ii)    Celestica Corp. as a U.S. Designated Subsidiary;

(iii)   Celestica U.S. as a U.S. Designated Subsidiary; and

(iv)    Celestica Limited as a U.K. Designated Subsidiary;

and the Agents, on behalf of the Lenders acknowledge and agree to such
designations.


<PAGE>
                                      -72-


(b)     Celestica may, from time to time and at any time hereafter, designate
any other wholly-owned qualifying Restricted Subsidiary as a Canadian Designated
Subsidiary, U.S. Designated Subsidiary or a U.K. Designated Subsidiary provided
that:

(i)     such Restricted Subsidiary, prior to becoming a Designated Subsidiary,
shall have executed and delivered to the Administrative Agent a Designated
Subsidiary Agreement and, if it has not already done so, a Guarantee
substantially in the form of Schedule J; and

(ii)    the Restricted Subsidiary which is proposed to become a Designated
Subsidiary shall have delivered to the Administrative Agent:

(A)     a certified copy of the proposed Designated Subsidiary's Organic
Documents;

(B)     a certified copy of the resolutions authorizing it to enter into,
execute and deliver the Designated Subsidiary Agreement and the Guarantee, if
applicable, and to perform its obligations thereunder;

(C)     a certificate as to the incumbency of its officers signing the
Designated Subsidiary Agreement and the Guarantee, if applicable,

(D)     a certificate of status, good standing or like certificate with respect
to such Designated Subsidiary issued by appropriate government officials of the
jurisdiction of its incorporation; and

(E)     an opinion of counsel to the Designated Subsidiary in form of Schedule Q
with only those changes which are reasonably satisfactory to the Lenders'
Counsel and counsel to the Designated Subsidiary;

(c)     Celestica may, from time to time and at any time hereafter, designate
any other wholly-owned Restricted Subsidiary which does not fall within the
definitions of "Canadian Designated Subsidiary", "U.S. Designated Subsidiary" or
"U.K. Designated Subsidiary" as a Consent Designated Subsidiary, provided that:

(i)     all Lenders  shall have  previously  consented in writing to the
designation of such Subsidiary as a Consent Designated Subsidiary;

(ii)    Celestica shall have obtained the agreement in writing of a Lender
located in the jurisdiction where such Consent Designated Subsidiary is
resident, to utilize, subject to the terms of this Agreement, a portion of the
Commitment of such Lender or its Affiliate to make Advances to the Consent
Designated Subsidiary;

(iii)    if none of the Canadian Facility Agent, U.S. Facility Agent, U.K.
Facility Agent or any Consent Facility Agent agrees to perform the function of
Consent Facility Agent in respect of such Consent Designated Subsidiary through
an Affiliate, office or branch resident in the jurisdiction where such Consent
Designated Subsidiary is resident, the Administrative Agent and Celestica shall
have obtained the agreement of a Lender located in such jurisdiction where such



<PAGE>
                                      -73-


Consent Designated Subsidiary is resident to act as the Consent Facility Agent
in respect of Advances to such Consent Designated Subsidiary and each relevant
Consent Lender shall have appointed such Consent Facility Agent to act as such
in the manner set out in Section 11.1;

(iv)    such Subsidiary, prior to becoming a Consent Designated Subsidiary,
shall have executed and delivered to the Administrative Agent a Designated
Subsidiary Agreement substantially in the form of Schedule H and a Guarantee
substantially in the form of Schedule J, with such changes as the Administrative
Agent and the Consent Designated Subsidiary may reasonably require on the advice
of their respective counsel to reflect local legal requirements; and

(v)     the Restricted Subsidiary which is proposed to be designated as a
Consent Designated Subsidiary shall have provided to the Administrative Agent
such number of copies as the Administrative Agent may request of:

(A)     a certified copy of the proposed Consent Designated Subsidiary's Organic
Documents;

(B)     the resolutions authorizing it to enter into, execute and deliver the
Designated Subsidiary Agreement and the Guarantee, if applicable, and to perform
its obligations thereunder;

(C)     a certificate to the incumbency of its officers signing the Consent
Designated Subsidiary Agreement and the Guarantee, if applicable;

(D)     a certificate of status, good standing or like certificate with respect
to such Consent Designated Subsidiary issued by appropriate government officials
of the jurisdiction of its incorporation; and

(E)     an opinion of counsel to the Consent Designated Subsidiary in the form
of Schedule R with only those changes which are reasonably satisfactory to the
Lenders' Counsel and counsel to the Consent Designated Subsidiary; and

(d)     Celestica may, from time to time and at any time hereafter, terminate
the designation of a Designated Subsidiary as such by the delivery of written
notice to the Administrative Agent and the Relevant Facility Agent and from and
after the day which is five (5) Banking Days after receipt of such notice, the
subject Subsidiary shall no longer be a Designated Subsidiary and shall have no
further right or ability to obtain further Advances under the Facility.

7.2     Advances to Consent Designated Subsidiaries

(a)     Notwithstanding any other provision of this Agreement, no Lender shall
be obligated to make an Advance to a Consent Designated Subsidiary, except in
accordance with this Section 7.2.

(b)     Upon a designation by Celestica of a Consent Designated Subsidiary and
the satisfaction of all of the terms and provisions of subsection 7.1(c), each
Lender shall, by written notice to the Administrative Agent in the form of
Schedule O hereto, notify the Administrative Agent of its


<PAGE>
                                      -74-


consent or refusal to make Advances to such Consent Designated Subsidiary and
may in such notice place a limit on the portion of such Lender's Commitment in
respect of such Consent Designated Subsidiary. Each Lender which consents to
make Advances to such Consent Designated Subsidiary and is accepted by Celestica
by notice in writing to the Administrative Agent shall be referred to in this
Agreement as a "Consent Lender" and, with reference to such Consent Designated
Subsidiary, each Consent Lender shall be referred to in this Agreement as a
"Relevant Consent Lender".

(c)     Upon receipt of a notice provided for in subsection 7.2(b) above, the
Administrative Agent shall forthwith compile a schedule which shall be in the
form of a revised Schedule D showing each Consent Lender and the portion of the
Commitment of the Consent Lender allocated to the making of Advances to the
Consent Designated Subsidiary. The Administrative Agent shall provide a copy of
such schedule to the Relevant Consent Facility Agent, each Lender, Celestica and
such Consent Designated Subsidiary and shall append such schedule to this
Agreement and such appended schedule shall be deemed to be part of this
Agreement.

(d)     Each Consent Lender severally agrees, on the terms and conditions set
forth in this Agreement, to make Advances to the Consent Designated Subsidiary
to which it has consented to make Advances pursuant to Subsection 7.2(b) from
time to time, subject to all of the conditions, terms and provisions of this
Agreement governing LIBOR Advances and further provided that, immediately after
each such Advance is made the aggregate outstanding principal amount of all
Advances made by such Consent Lender to such Consent Designated Subsidiary shall
not exceed, if applicable, the limit on such Consent Lender's Commitment
provided in the notice delivered pursuant to subsection 7.2(b).

(e)     Each Advance to a Consent Designated Subsidiary under subsection (d)
shall be made by the Relevant Consent Lenders in the Consent Rateable Portion of
each Relevant Consent Lender.

(f)     Each Advance to a Consent Designated Subsidiary shall be:

(i)     a LIBOR Advance denominated in United States Dollars or a Freely
Tradeable European Currency; and

(ii)    in an aggregate principal amount of U.S. $5,000,000 and integral
multiples of U.S. $100,000 in excess thereof or the Equivalent Amount in any
Freely Tradeable European Currency.

7.3     Material Restricted Subsidiaries to Provide Guarantees

(a)     Each Subsidiary of Celestica which is or becomes a Material Restricted
Subsidiary shall comply with the requirements of Subsection 9.1(m).

(b)     In the event that a Material Restricted Subsidiary ceases to be a
Material Restricted Subsidiary as a result of the diminution of the value of its
assets such that the aggregate value thereof does not meet the applicable
threshold set out in the definition of Material Restricted


<PAGE>
                                      -75-


Subsidiary under this Agreement, Celestica may request and the Administrative
Agent shall, in its reasonable discretion, release the Guarantee executed by
such Material Restricted Subsidiary.

7.4     Unrestricted Subsidiaries

Celestica may, from time to time and at any time hereafter, designate any
Subsidiary as an Unrestricted Subsidiary so long as:

(a)     (i) such Subsidiary shall not be a Subsidiary existing as at the date of
this Agreement; (ii) such Subsidiary shall never have been a Designated
Subsidiary; and (iii) such Subsidiary shall never have been a Restricted
Subsidiary;

(b)     neither Celestica nor any of its Subsidiaries (other than Unrestricted
Subsidiaries) shall be liable, contingently or otherwise, for any indebtedness
or other liability or obligation of the Unrestricted Subsidiary, except for
guarantees provided by the immediate parent of such Unrestricted Subsidiary in
respect of indebtedness of such Unrestricted Subsidiary, where such guarantees
are:

(i)     made solely for the purpose of facilitating a pledge by the guarantor of
Shares of such Unrestricted Subsidiary; and

(ii)    the recourse under such guarantees are limited to such pledged Shares;
and

(c)     neither Celestica nor any of its Restricted Subsidiaries shall have
applied the proceeds of any Advance under the Facility to fund the equity of, or
otherwise capitalize the Unrestricted Subsidiary;

Provided that an Event of Default has not occurred and is not continuing,
Celestica may from time to time and at any time hereafter, designate an
Unrestricted Subsidiary as a Restricted Subsidiary provided that:

(i)     immediately upon giving effect to such designation, Celestica shall
remain in compliance with all covenants set out in Section 9.3 on a pro-forma
(four quarter) basis; and

(ii)    the designation of such Unrestricted Subsidiary as a Restricted
Subsidiary would not otherwise result in the occurrence of a Default or an Event
of Default.



ARTICLE 8

REPRESENTATIONS AND WARRANTIES

8.1     Representations and Warranties


<PAGE>
                                      -76-


Each Borrower represents and warrants as follows to the Administrative Agent and
the Lenders and acknowledges and confirms that the Administrative Agent and the
Lenders are relying upon such representations and warranties:

(a)     Organization, etc. Each Obligor is validly organized and existing and in
good standing under the laws of the jurisdiction of its incorporation or
creation, is duly qualified to do business and is qualified as a foreign
corporation, company or other entity in each jurisdiction where the nature of
its business requires such qualification, except where the failure to be so
qualified would not reasonably be likely to have Material Adverse Effect, and
has full power and authority and holds all requisite governmental licences,
permits and other approvals to enter into and perform its obligations under the
Loan Documents to which it is a party and except where failure to hold such
licenses, permits or approvals would not reasonably be likely to have a Material
Adverse Effect to own or hold under lease its property and to conduct its
business substantially as currently conducted by it.

(b)     Validity, etc. Each Obligor has duly executed and delivered each Loan
Document to which it is a party and each such Loan Document constitutes a legal,
valid and binding obligation of such Obligor enforceable against it in
accordance with its terms.

(c)     Due Authorization, Non-contravention etc. The execution, delivery and
performance by each Obligor of each Loan Document to which it is a party are
within its corporate powers, have been duly authorized by all necessary
corporate action by it, and do not

(i)     contravene its Organic Documents;

(ii)    contravene any Applicable Law or contractual restriction;

(iii)   result in, or require the creation or imposition of, any Lien on any of
its properties.

(d)     Government Approval, Regulation, etc. No authorization or approval or
other action by, and no consent from, notice to or filing with, any Official
Body or other Person is required for the due execution, delivery or performance
by any Obligor of any Loan Document to which it is a party or in order to render
any such Loan Document legal, valid, binding or enforceable against such
Obligor.

(e)     Financial Statements. The consolidated financial statements of Celestica
and its Subsidiaries as at December 31, 2000 fairly present the financial
condition of Celestica and its Subsidiaries as at such date and the results of
their operations for the fiscal year then ended, in accordance with GAAP
consistently applied. Since December 31, 2000 there has been no Material Adverse
Change;

(f)     Litigation, Labour Controversies, etc. There is no pending or, to the
knowledge of Celestica and the Restricted Subsidiaries, threatened litigation,
action, proceeding, or labour controversy affecting Celestica or any of the
Restricted Subsidiaries, or any of their respective properties, businesses,
assets or revenues, which would reasonably be likely to have a Material


<PAGE>
                                      -77-


Adverse Effect or purports to affect the legality, validity or enforceability of
any Loan Document.

(g)     Licences, etc. and Compliance with Laws. All material licences,
franchises, certificates, consents, rights, approvals, authorizations,
registrations, orders and permits required under Applicable Law (other than
Environmental Laws) to enable each of the Borrowers and each Restricted
Subsidiary to carry on their respective businesses as now conducted by them and
to own or lease their respective properties have been duly obtained and are
currently subsisting. Each of the Borrowers and each Restricted Subsidiary have
complied in all material respects with the terms and provisions presently
required to be complied with by them in all such material licences, franchises,
certificates, consents, rights, approvals, authorizations, registrations, orders
and permits and with Applicable Law (other than Environmental Laws) and are not
in violation of any of the respective provisions thereof if such non-compliance
or violation would reasonably be likely to have a Material Adverse Effect.

(h)     Compliance with Environmental Laws. Each of the Borrowers and the
Subsidiaries and all facilities and property now or formerly owned, operated or
leased by them:

(i)     are and have been in compliance with all Environmental Laws, including,
without limitation, with respect to the release, spill, leak, pumping, pouring,
emptying, injection, escape, leaching, dumping, spraying, burial, abandonment,
incineration, seepage, placement, emission, deposit, issuance, discharge,
transportation or disposal ("Release") of any Hazardous Material in or over the
water, atmosphere or soil other than for non-compliance with Environmental Laws
which would not reasonably be likely to have a Material Adverse Effect;

(ii)    have no contingent liabilities in connection with any Release or likely
Release of Hazardous Materials and have not Released or caused or permitted the
Release of Hazardous Materials, and have no knowledge of Releases by others, at,
on or under any property now or previously owned, operated or leased by the
Celestica and its Material Restricted Subsidiaries that, with respect to any of
the foregoing, singly or in the aggregate, would reasonably be likely to have a
Material Adverse Effect;

(iii)   have not received notice of and are not aware of any pending or
threatened claims, complaints, notices, orders, directions, instructions or
requests for information with respect to any alleged violation of or potential
liability under any Environmental Law which would reasonably be likely to have a
Material Adverse Effect;

(iv)    have been issued and are in compliance with all permits, certificates,
approvals, licences and other authorizations relating to environmental matters
and necessary or desirable for the Business other than for any such
non-issuances and non-compliances which would not reasonably be likely to have a
Material Adverse Effect and each such permit, certificate, approval, licence or
other authorization the absence of which would reasonably be likely to have a
Material Adverse Effect is in good standing and there are no proceedings pending
or, to the


<PAGE>
                                      -78-


knowledge of the Borrowers, threatened to revoke, amend or limit in any material
respect any such permit, certificate, approval, licence or other authorization;

(v)     have no underground storage tanks, active or, to the knowledge of the
Borrowers, abandoned, including petroleum storage tanks, on or under any such
property that, singly or in the aggregate, would reasonably be likely to have a
Material Adverse Effect;

(vi)    have not directly transported or directly arranged for the
transportation of any Hazardous Substances in violation of Environmental Laws or
to any location which would reasonably be likely to lead to claims against them
for any remedial work, damage to the environment or natural resources or
personal injury, including claims under CERCLA, which in any such case would
reasonably be likely to have a Material Adverse Effect;

(vii)   have no polychlorinated biphenyls or friable asbestos present at any
such property that, singly or in the aggregate, would reasonably be likely to
have a Material Adverse Effect;

(viii)  have no conditions which exist at, on or under any such property which,
with or without the passage of time, or the giving of notice or both, would give
rise to liability under any Environmental Laws which would reasonably be likely
to have a Material Adverse Effect; and

(ix)    is not listed or proposed for listing on the National Priorities List
pursuant to CERCLA, on the CERCLIS or on any similar state list of sites or
Persons requiring investigation or clean up where the liability imposition and
allocation regime provided for in the applicable state Environmental Law is
similar to CERCLA, including, without limitation, the ability of governments and
other parties to recover costs from other responsible or potentially responsible
persons, except for any such listing or proposed listing which would not
reasonably be likely to have a Material Adverse Effect.

(i)     Encumbrances. There are no Liens on any of the assets or undertaking of
the Borrowers or any Restricted Subsidiary other than Permitted Encumbrances.

(j)     No Default or Event of Default. No Default or Event of Default has
occurred and is continuing.

(k)     Accuracy of Information. All factual information heretofore or
contemporaneously furnished by or on behalf of Celestica in writing to the
Administrative Agent for the purposes of or in connection with this Agreement,
including, without limitation, the final prospectus of Celestica dated March 1,
1999, is true and accurate in every material respect on the date as of which
such information is dated or certified and as of the date of execution and
delivery of this Agreement, and such information is not incomplete by omitting
to state any material fact necessary to make such information not misleading.

(l)     No Action for Winding-Up or Bankruptcy. There has been no involuntary
action taken against any of the Borrowers or any Restricted Subsidiary for any
such corporation's winding-


<PAGE>
                                      -79-


up, dissolution, liquidation, bankruptcy, receivership, administration or
similar or analogous events in respect of such corporation or all or any
material part of its assets or revenues.

(m)     Taxes. Each Borrower and each of its Subsidiaries have duly filed on a
timely basis all tax returns required to be filed by them except where such
failure to file would not reasonably be likely to have a Material Adverse Effect
and have paid all Taxes which are due and payable by them, and all assessments
and re-assessments, and all other Taxes, governmental charges, governmental
royalties, penalties, interest and fines claimed against them, other than those
for which liability is being contested by them in good faith by appropriate
proceedings and for which adequate provision has been made where required in
accordance with GAAP or in respect of which such failure to pay would not
reasonably be likely to have a Material Adverse Effect, and all required
instalment payments have been made in respect of Taxes payable for the current
period for which returns are not yet required to be filed except where such
failure to pay would not reasonably be likely to have a Material Adverse Effect;
there are no agreements, waivers or other arrangements providing for an
extension of time with respect of the filing of any tax returns by them or the
payment of any Taxes except where such agreements, waivers or other arrangements
would not reasonably be likely to have a Material Adverse Effect; there are no
actions or proceedings to be taken by any taxation authority of any jurisdiction
to enforce the payment of any Taxes by them other than those which are being
contested by them in good faith by appropriate proceedings and which proceedings
have been stayed for the duration of such contestation.

(n)     Pension Plans. Except as would not be reasonably likely to have a
Material Adverse Effect, (i) all Pension Plans are duly established, registered,
qualified, administered and invested in compliance with the terms thereof, any
applicable collective agreements and Applicable Law; (ii) no events have
occurred and no action has been taken by any Person which would reasonably be
likely to result in the termination or partial termination of any Pension Plan,
whether by declaration of any Superintendent of Pensions or otherwise; (iii)
none of the Borrowers have withdrawn any assets held in respect of any Pension
Plan except as permitted under the terms thereof and Applicable Laws; (iv) no
Pension Plan has a "solvency deficiency" or "going concern unfunded liability"
as defined in the Pension Benefits Act (Ontario) and the regulations enacted
thereunder, as amended; (v) all contributions, premiums and other payments
required to be paid to or in respect of each Pension Plan have been paid in a
timely fashion in accordance with the terms thereof and Applicable Law and no
taxes, penalties or fees are owing or exigible in respect of any Pension Plan;
and (vi) no actions, suits, claims, or proceedings are pending or, to the
knowledge of the Borrower, threatened in respect of any Pension Plan or its
assets, other than routine claims for benefits. For the purposes of this
section, "Applicable Law" shall include any federal or provincial pension
benefits legislation and the Income Tax Act (Canada).

(o)     Regulations U and X. No Borrower is engaged in the business of extending
credit for the purpose of purchasing or carrying margin stock. None of the
proceeds from the Facility will be used for the purpose of purchasing or
carrying directly or indirectly margin stock or for any other purpose that would
constitute this transaction a "Purpose Credit" within the meaning of


<PAGE>
                                      -80-


Regulations U and X of the Board of Governors of the Federal Reserves System, as
any of them may be amended from time to time.

(p)     Investment Company Act. No Obligor is an investment company within the
meaning of the United States Investment Company Act of 1940 .

(q)     Public Utility Holding Company Act. No Obligor is an "affiliate" or a
"subsidiary company" of a "public utility company" for a "holding company" or an
"affiliate" or a "subsidiary company" of a "public utility company" as such
terms are defined in the United States Public Utility Holding Company Act of
1935.

8.2     Survival of Representations and Warranties

The representations and warranties set out in this Article 8 and in any Loan
Document shall survive the execution and delivery of this Agreement and the
making of any Advances to the Borrowers, notwithstanding any investigations or
examinations which may be made by any Agent or any Lender or any counsel to any
of them.

8.3     Deemed Repetition of Representations and Warranties

Each of the representations set out in Section 8.1 shall be true and correct in
all material respects and shall be deemed to be given on the occurrence of (i)
the Drawdown, Conversion or Rollover of an Advance, (ii) the acceptance of
drafts presented for acceptance as Bankers' Acceptances or Acceptance Notes, and
(iii) the issuance of a Letter of Credit, in each case by reference to the facts
and circumstances existing on the date of such Drawdown or acceptance or
issuance.



ARTICLE 9

COVENANTS

9.1     Affirmative Covenants

Celestica covenants and agrees with each of the Lenders that, unless the
Majority Lenders otherwise consent in writing, so long as any amount payable
hereunder or under the Loan Documents is outstanding or any of the Lenders has
any Commitment hereunder:

(a)     Financial Reporting. Celestica shall deliver to the Administrative
Agent, with sufficient copies for distribution to each of the Administrative
Agent and each of the Lenders:

(i)     within 60 days after the end of each of its fiscal quarters in each
fiscal year, commencing with the fiscal quarter ending June 30, 2001, the
unaudited financial statements of Celestica on a consolidated basis, each
consisting of a balance sheet, statement of income and statement (in the form
customarily prepared by Celestica for internal reporting purposes) of changes in
financial


<PAGE>
                                      -81-


position as at the end of such fiscal quarter and for the period commencing with
the end of the previous fiscal quarter and ending with the end of such fiscal
quarter, together with the figures for the year-to-date and setting forth, in
each case, in comparative form to the figures for the corresponding fiscal
quarter of the previous fiscal year;

(ii)    within 120 days after the end of each fiscal year of Celestica, the
audited consolidated financial statements of Celestica for such year setting
forth the corresponding figures for the previous fiscal year in comparative
form, together with the report thereon of an independent auditor of recognized
national standing, each consisting of a balance sheet, statement of income and
statement of changes in financial position;

(iii)   within 60 days after the end of each fiscal quarter of Celestica in each
fiscal year, commencing with the fiscal quarter ending June 30, 2001, an
Officer's Certificate of Celestica substantially in the form of Schedule F
stating that:

(A)     Celestica is in compliance with the covenants set forth in this Article
9 and that no Default or Event of Default has occurred and is continuing (or
specifying such non-compliance or Default or Event of Default and stating what
action, if any, Celestica is taking or is causing to be taken in connection
therewith) and providing a calculation of the ratios referred to in Sections
9.3(a) and (b), and a statement as to the amount and calculation of Tangible Net
Worth, Net Funded Debt and EBITDA, in each case as at the last day of the
relevant period; and

(B)     Celestica has determined that the unconsolidated assets of all
Restricted Subsidiaries which are not Material Restricted Subsidiaries do not,
or will not, after giving effect to the Guarantees delivered by the Restricted
Subsidiaries listed in a schedule thereto, exceed ten per cent (10%) of the
consolidated assets of the Borrowers and the Restricted Subsidiaries on the date
referenced in the most recently delivered set of financial statements delivered
pursuant to Section 9.1(a)(ii);

(iv)    in the event that Celestica delivers filings other than the financial
statements referred to in clauses (i) to (iii) above to any securities
commission, stock exchange or similar regulatory authority, such filings
concurrently with the delivery of such filings to the securities commission,
stock exchange or similar regulatory authority; and

(v)     such other information respecting the condition or operations, financial
or otherwise, of Celestica or any Subsidiary (other than an Unrestricted
Subsidiary) as any Lender through the Administrative Agent may from time to time
reasonably request.

(b)     Corporate Status. Subject to transactions undertaken in compliance with
Section 13.12, Celestica shall remain a corporation duly incorporated and
validly subsisting under the laws of the Province of Ontario and each of the
Restricted Subsidiaries shall remain validly organized and existing and in good
standing under the laws of its jurisdiction of formation.

(c)     Maintenance of Business and Properties. Each of Celestica and each
Restricted Subsidiary shall, and shall cause each of its Subsidiaries (except
for Unrestricted Subsidiaries)


<PAGE>
                                      -82-


to, continue its business, maintain, preserve, protect and keep its properties
in good repair, working order and condition, reasonable wear and tear excepted,
and make necessary and proper repairs, renewals and replacements so that its
business carried on in connection therewith may be properly conducted at all
times unless Celestica or such Restricted Subsidiary determines in good faith
that the continued maintenance of any of its properties is no longer desirable.

(d)     Notice of Event of Default. Celestica shall deliver to the
Administrative Agent, forthwith upon becoming aware of any Default or Event of
Default, a certificate of an officer of Celestica specifying such Default or
Event of Default together with a statement of an officer of Celestica setting
forth details of such Default or Event of Default and the action which has been,
or is proposed to be, taken with respect thereto.

(e)     Other Notifications. Celestica shall at any time upon request of the
Administrative Agent, acting reasonably, provide to the Administrative Agent an
up to date corporate chart showing Celestica and all of its Subsidiaries and
shall promptly notify the Administrative Agent of:

(i)     any change in the name or organization of any of the Borrowers or any
Material Restricted Subsidiary and of any change in the location of the
registered office or executive office of any of them;

(ii)    the non-compliance with any Environmental Law or any environmental
claim, complaint, notice or order issued to any of the Borrowers, or any of the
Subsidiaries, or any other environmental condition or event where such
non-compliance, condition or event would reasonably be likely to have a Material
Adverse Effect. As soon as practicable thereafter, Celestica shall advise the
Administrative Agent as to the actions which the Borrowers or any such
Subsidiary intends to take in connection with any such claim, complaint, notice
or order; and

(iii)   the institution of any steps by the Borrower or any other Person to
terminate any Pension Plan which would reasonably be likely to have a Material
Adverse Effect, failure to make a required contribution to any Pension Plan if
such failure is sufficient to give rise to a Lien under Section 3.02(f) of
ERISA, the taking of any action with respect to a Pension Plan which could
reasonably be expected to result in the requirement that a Borrower furnish a
bond or other security to the PBGC or such Pension Plan, the occurrence of any
event with respect any Pension Plan which would reasonably be likely to have a
Material Adverse Effect and copies of all documentation relating thereto.

(f)     Compliance with Laws, etc. Each of Celestica and the Restricted
Subsidiaries will, and will cause each of its Subsidiaries to, comply in all
material respects with Applicable Laws, such compliance to include (without
limitation) its qualification as a foreign corporation in all jurisdictions in
which such qualification is legally required for the conduct of its business.

(g)     Payment of Taxes. The Borrowers shall, and the Borrowers shall cause
each of the Subsidiaries to, pay or cause to be paid, when due, all Taxes
including, property taxes, business


<PAGE>
                                      -83-


taxes, social security premiums, assessments and governmental charges or levies
imposed upon it or upon its income, sales, capital or profit or any property
belonging to it unless any such Tax, social security premiums, assessment,
charge or levy is contested by it in good faith with adequate provision or
reserve, where required by GAAP, and to withhold and remit when due all payroll
and withholding taxes.

(h)     Insurance. Each of Celestica and the Restricted Subsidiaries will, and
will cause each of its Subsidiaries (except for Unrestricted Subsidiaries) to,
maintain or cause to be maintained insurance with responsible insurance
companies with respect to its properties and business against such casualties
and contingencies, of such types, and in such amounts as is customary in the
case for similar businesses operating in similar geographic locations.
Notwithstanding the foregoing, Celestica and each of the Restricted Subsidiaries
shall be permitted to self-insure only where self-insurance is usual and
customary for the type of risk, and for companies in substantially the same line
of business and operating in the same geographic location as Celestica or the
Restricted Subsidiary, as applicable, and where customary and usual reserves or
provisions are taken in respect of such self-insurance by Celestica or the
Restricted Subsidiary, as applicable. Upon request of the Administrative Agent,
Celestica will furnish to the Administrative Agent for distribution to the
Lenders at reasonable intervals a certificate of an Authorized Officer of
Celestica setting forth the nature and extent of all insurance maintained by
Celestica and the Restricted Subsidiaries in accordance with this Section which
certificate shall specify the risks for which Celestica or any Restricted
Subsidiary have self-insured and the amount of the provisions or reserves, if
any, held or made in respect of such self-insurance.

(i)     Books and Records. Celestica and each Restricted Subsidiary will, and
will cause each of its Subsidiaries to, keep books and records which accurately
reflect all of its business affairs and transactions. Celestica will permit the
Administrative Agent and each Lender or any of their respective representatives,
at reasonable times and customary intervals during normal business hours, to
visit Celestica's offices and to discuss its financial matters with Celestica's
financial officers. Upon the occurrence of and during the continuation of a
Default, Celestica and each Restricted Subsidiary shall permit the
Administrative Agent and each Lender or any of their respective representatives
at any time to visit all of its offices, to discuss its financial matters with
its officers and its independent chartered accountant (and each of Celestica and
each Restricted Subsidiary hereby authorizes such independent chartered
accountant to discuss their financial matters with the Administrative Agent and
each Lender or its representatives whether or not any representative of
Celestica or the Restricted Subsidiary is present) and to examine (and, at the
expense of the Borrowers, photocopy extracts from) any of its books or corporate
records. The Borrowers shall pay any fees of such independent chartered
accountant incurred in connection with the Administrative Agent's or any
Lender's exercise of its rights pursuant to this Section.

(j)     Borrowers to Remain Subsidiaries. Each Designated Subsidiary (or its
Successor Corporation within the meaning of Section 13.12) shall remain a
directly or indirectly wholly-owned Subsidiary of Celestica, except where the
laws of the jurisdiction of incorporation of such


<PAGE>
                                      -84-


Designated Subsidiary require qualifying shares of such Designated Subsidiary to
be owned by another Person.

(k)     Punctual Payment. Celestica will, and will cause each Obligor to duly
and punctually pay or cause to be paid all amounts due under this Agreement and
the other Loan Documents at the dates and places, in the currencies and in the
manner provided in this Agreement and any other Loan Documents.

(l)     Ratings Maintenance. Celestica shall maintain a credit rating with the
Approved Credit Rating Agencies and shall forthwith notify the Administrative
Agent in the event that any rating by an Approved Credit Rating Agency is
downgraded or in the event that the rating of Celestica shall have been placed
under review by an Approved Credit Rating Agency.

(m)     Material Restricted Subsidiary Guarantees.

(i)     Subject to clauses (ii) and (iii), Celestica shall:

(A)     within 45 days of the acquisition or incorporation of a Subsidiary which
is a Restricted Subsidiary, whose assets total greater than U.S. $150,000,000 on
the date of such acquisition or incorporation; and

(B)     upon the designation of a Restricted Subsidiary as a Material Restricted
Subsidiary on the Schedule to the Officer's Certificate delivered pursuant to
Section 9.1(a)(iii) within 45 days of such delivery of the Officer's Certificate
making such designation,

cause such Material Restricted Subsidiary to (I) authorize, execute and deliver
a Guarantee to the Administrative Agent substantially in the form of Schedule J;
(II) deliver to the Administrative Agent certified copies of its Organic
Documents and a resolution authorizing the Guarantee, a certificate of its
officers signing the Guarantee and a certificate of status, good standing or
like certificate with respect to it issued by appropriate government officials
of its jurisdiction of incorporation; and (III) cause to be delivered an opinion
of counsel to the newly acquired or incorporated Material Restricted Subsidiary
substantially in the form of Schedule Q, with only those changes which are
satisfactory to the Lender's Counsel.

(ii)    None of Celestica or its Subsidiaries shall be required to cause
Celestica Ireland B.V. to comply with clause (i), provided that if Celestica
Ireland B.V. holds any asset other than a promissory note from Celestica Ireland
Limited in the principal amount of 17,500,000 Irish Pounds, Celestica and its
Subsidiaries shall be required to cause Celestica Ireland B.V. to comply with
clause (i).

(iii)   In the event that any Material Restricted Subsidiary is not a
wholly-owned Subsidiary of Celestica, on the later of (i) the date of execution
of a Guarantee or (ii) the date of acquisition by any Person which is not
Celestica or a Subsidiary of Celestica of any Share of such Material Restricted
Subsidiary, Celestica shall deliver an acknowledgement addressed by such Person
to the Administrative Agent acknowledging the Guarantee executed by such
Material Restricted


<PAGE>
                                      -85-


Subsidiary and the enforceability thereof against the Material Restricted
Subsidiary to the full extent set out in the Guarantee (subject to the same
qualifications as set out in the opinion of legal counsel to such Material
Restricted Subsidiary with respect to such Guarantee) notwithstanding the
ownership of Shares of the Material Restricted Subsidiary by such Person and any
agreement between such Person and Celestica or any Subsidiary of Celestica.

(iv)    The Borrowers and Guarantors shall, and the Borrowers shall cause each
of its Subsidiaries to, take all such steps and do such things as may be
necessary, in the opinion of the Administrative Agent, to ensure the continuous
enforceability of each Guarantee granted by each Borrower and each Material
Restricted Subsidiary.

(n)     Accuracy of Information. All factual information hereafter furnished by
or on behalf of Celestica in writing to the Administrative Agent for the
purposes of or in connection with this Agreement shall be true and accurate in
every material respect on the date as of which such information is dated or
certified and shall not be incomplete by the omission to state any material fact
necessary to make such information not misleading.

9.2     Negative Covenants

Celestica covenants and agrees with each of the Lenders that, unless the
Majority Lenders otherwise consent in writing, so long as any amount payable
hereunder is outstanding or the Lenders shall have any Commitment hereunder:

(a)     No Merger, Amalgamation, etc. None of the Borrowers or any Restricted
Subsidiary shall, directly or indirectly, merge, amalgamate or enter into any
similar or other business combination pursuant to statutory authority or
otherwise with any other Person except upon compliance with Section 13.12.

(b)     Restriction on Disposition of Assets. None of the Borrowers or any
Restricted Subsidiary shall sell, assign, transfer, lease, convey or otherwise
dispose of any property, assets or investments, (in each case a "sale") other
than:

(i)     sales made in compliance with Section 13.12; or

(ii)    sales of obsolete equipment in the ordinary course of business; or

(iii)   sales, assignments and transfers pursuant to a Permitted Securitization
Transaction; or

(iv)    sale/leaseback transactions of:

(A)     any real property owned by a Borrower or Restricted Subsidiary; and

(B)     any property or assets acquired by a Borrower or Restricted Subsidiary,
as the case may be, which is completed within six months of the date on which
such property or assets were


<PAGE>
                                      -86-


acquired, provided that any Borrowing made to finance such acquisition shall be
repaid within two Banking Days of the completion of such sale/leaseback
transaction; or

(v)     sales of Shares of any Unrestricted Subsidiary; or

(vi)    sales of assets and property, including inventory, in the ordinary
course of business; or

(vii)   sales of any fixed assets together with associated intellectual property
not otherwise permitted in clauses (i) to (vi) above, subject to an aggregate
limit of sales under this clause (vii) in any fiscal year by the Borrowers and
Restricted Subsidiaries in an amount equal to 10% of the aggregate net book
value of the fixed assets plus 10% of the aggregate net book value of
intellectual property of Celestica on a consolidated basis (the "disposition
allowance") and provided that, in any fiscal year in which the Borrowers and
Restricted Subsidiaries do not sell fixed assets and associated intellectual
property under this clause (vii) having aggregate net book values totalling the
disposition allowance, the Borrowers and Restricted Subsidiaries may carry
forward into the following fiscal years the unused disposition allowance, and
further provided that none of the Borrowers or Restricted Subsidiaries shall
sell any intellectual property under this clause (vii) unless such sale is
incidental to a sale of fixed assets; or

(viii)  sales of assets, property or investments from a Borrower or Restricted
Subsidiary to another Borrower or Restricted Subsidiary provided that no
Borrower or Restricted Subsidiary shall so sell assets, property or investments
during the occurrence and continuance of a Default or where such sale, alone or
as part of a series of previously or concurrently occurring sales, would
reasonably be likely to have a Material Adverse Effect.

(c)     Restriction on Certain Inter-Company Transactions. Except as otherwise
permitted by this Section 9.2, none of the Borrowers or any Restricted
Subsidiary shall enter into any agreement or complete any transaction with any
other Borrower or any Restricted Subsidiary during the occurrence and
continuance of a Default or where such agreement or transaction, alone or as
part of a series of previously or concurrently occurring agreements or
transactions, would reasonably be likely to have a Material Adverse Effect.

(d)     Negative Pledge/Pari Passu Ranking. None of the Borrowers or any of the
Restricted Subsidiaries shall create, incur, assume or permit to exist any Lien,
other than Permitted Encumbrances, on any of its property, undertaking or assets
now owned or hereafter acquired. Each Obligor's monetary Obligations shall rank
at least pari passu with all other unsecured Indebtedness of such Obligor and no
Obligor shall, or shall agree with any other Person to, pay any other
Indebtedness in priority to payment of all monetary Obligations as and when due.

(e)     Restriction on Non-Arm's Length Transactions. The Borrowers shall not,
and shall not permit any Restricted Subsidiary to, enter into any transaction or
agreement with any Person which is not at Arm's Length with the Borrowers or
such Restricted Subsidiary (other than other Borrowers, Restricted Subsidiaries
or Unrestricted Subsidiaries) unless,


<PAGE>
                                      -87-


(i)     such transaction or agreement is in the ordinary course of business and
is on terms no less favourable to the Borrowers or such Restricted Subsidiary as
would be obtainable in a comparable transaction with a Person which is at Arm's
Length with the Borrower or such Restricted Subsidiary, and

(ii)    such transaction or agreement complies with the terms of Section 9.2(c).

(f)     Restriction on Change of Business. None of the Borrowers or the
Restricted Subsidiaries shall, either directly or indirectly, enter into any
business other than the Business without the prior written consent of the
Majority Lenders.

(g)     No Change in Accounting Treatment or Reporting Practices. Subject to the
provisions of Section 1.7, none of the Borrowers nor any Restricted Subsidiary
shall make any material change in its accounting or reporting or financial
reporting practices, except as consistent with GAAP or Applicable Law, which
changes shall be disclosed to the Lenders.

(h)     Restrictions on Transactions with Unrestricted Subsidiaries. No Borrower
shall, or shall permit any Restricted Subsidiary to,

(i)     sell assets or lend monies to any Unrestricted Subsidiary unless such
sale is permitted pursuant to Section 9.2(b)(vi) and such sale or loan is in the
ordinary course of business and is on terms no less favourable to such Borrower
or such Restricted Subsidiary as would be obtainable in a comparable transaction
with a Person which is at Arm's Length with the Borrower or such Restricted
Subsidiary; or

(ii)    provide financial assistance by means of a guarantee to an Unrestricted
Subsidiary unless the financial assistance is in the form of a guarantee granted
by the immediate parent of such Unrestricted Subsidiary, where such guarantee is
(A) made solely for the purpose of facilitating a pledge by the guarantor of
Shares of such Unrestricted Subsidiary; and (B) the recourse thereunder is
limited to the Shares of the Unrestricted Subsidiary; and (C) a pledge of the
Shares of the Unrestricted Subsidiary.

9.3     Financial Covenants

(a)     Minimum Tangible Net Worth. Celestica shall maintain, at all times, a
minimum Tangible Net Worth in an amount that shall not be less than an amount
equal to the sum of U.S. $1,750,000,000, plus 50% of cumulative annual positive
Net Income commencing with the fiscal year ending December 31, 2000 and in each
subsequent fiscal year.

(b)     Maximum Net Funded Debt: EBITDA Ratio. Celestica shall maintain a Net
Funded Debt: EBITDA ratio, calculated on a rolling four quarter basis of not
more than 3.25:1.0.

(c)     Calculation of Financial Ratios. For the purposes of Sections 9.3(a) and
(b), all of the calculations shall be made on a consolidated basis for Celestica
and its Subsidiaries (but for


<PAGE>
                                      -88-


greater certainty, excluding Unrestricted Subsidiaries) in accordance with the
provisions of Sections 1.7 and 1.8.



ARTICLE 10

DEFAULT AND ACCELERATION

10.1    Events of Default

The occurrence of any one or more of the following events (each such event and
the expiry of the cure period, if any, provided in connection therewith, being
herein referred to as an "Event of Default") shall constitute a default under
this Agreement:

(a)     if a Borrower shall default in (i) the payment when due of any principal
of any Advance; (ii) the payment when due of any interest on any Advance (and
such default shall continue unremedied, in the case of interest, for a period of
three (3) days); or (iii) the payment when due of any Reimbursement Obligation
or the payment when due of any fee or any other Obligation (and any of such
defaults described in item (iii) shall continue unremedied for a period of five
(5) days);

(b)     any representation or warranty made or deemed to be made hereunder or in
any other Loan Document or any other writing or certificate furnished by on
behalf of an Obligor to the Administrative Agent for the purposes of or in
connection with this Agreement or any such other Loan Document is or shall be
incorrect when made in any material respect;

(c)     any Obligor shall default in the service or performance of any
agreement, covenant or condition contained herein or in any other Loan Document
(other than as set forth above) and such failure shall remain unremedied for a
period of thirty (30) days after notice in writing has been given by the
Administrative Agent to Celestica;

(d)     a default shall occur in the payment when due, whether by acceleration
or otherwise, of any Indebtedness (other than as set forth in (a) above) of any
Borrower or any Restricted Subsidiary having a principal amount, individually or
in the aggregate, in excess of $50,000,000, or a default shall occur in the
performance or observance of any obligation or condition with respect to any
such Indebtedness if the effect of such default is to accelerate the maturity of
any such Indebtedness or such default shall continue unremedied and unwaived for
any applicable grace period of time sufficient to permit the holder or holders
of such Indebtedness, or any trustee or agent for such holders, to have the
right to cause such Indebtedness to become due and payable prior to its
expressed maturity;

(e)     any judgment or order for the payment of money in excess of $25,000,000,
which is not covered by insurance, shall be rendered against any Borrower or any
Restricted Subsidiary and either:


<PAGE>
                                      -89-


(i)     enforcement proceedings shall have been commenced by any creditor upon
such judgment or order; or

(ii)    there shall be any period of 30 consecutive days during which a stay of
enforcement of such judgment or order, by reason of a pending appeal or
otherwise, shall not be in effect and such judgment shall not have been paid or
otherwise satisfied;

(f)     any Borrower or any Restricted Subsidiary shall:

(i)     become (or be deemed by any Applicable Law to be) insolvent or generally
fail to pay, or admit in writing its inability or unwillingness to pay its debts
as they generally become due;

(ii)    apply for, consent to, or acquiesce in, the appointment of a trustee,
receiver, receiver and manager, liquidator, sequestrator, administrator or other
custodian in connection with the insolvency of a Borrower or a Restricted
Subsidiary or any property of any thereof except as permitted under Section
13.12, or make a general assignment for the benefit of creditors;

(iii)   in the absence of an application referred to in Section 10.1(f)(ii),
consent or acquiescence, permit or suffer to exist the appointment of a trustee,
receiver, receiver and manager, liquidator, sequestrator, administrator or other
custodian for a Borrower or a Restricted Subsidiary or for a substantial part of
the property of any of them except as permitted under Section 13.12, and such
trustee, receiver, receiver and manager, liquidator, sequestrator, administrator
or other custodian shall not be discharged within 60 days, provided that the
Borrowers hereby expressly authorize the Administrative Agent and each Lender to
appear in any court conducting any relevant proceeding relating to any of them
or any Restricted Subsidiary during such 60-day period to preserve, protect and
defend their rights under the Loan Documents;

(iv)    permit or suffer to exist the commencement of any bankruptcy,
reorganization, debt arrangement, administration or other case or proceeding
under any bankruptcy, insolvency or similar law, or any dissolution, winding up,
administration or liquidation proceeding, in respect of any Borrower or any
Restricted Subsidiary (except as permitted under Section 13.12), and, if any
such case or proceeding is not commenced by such Borrower or such Restricted
Subsidiary, such case or proceeding shall be consented to or acquiesced in by
such Borrower or such Restricted Subsidiary or shall result in the entry of an
order for relief or shall remain for 60 days undismissed, provided that each
Borrower and each Restricted Subsidiary is hereby deemed to expressly authorize
the Administrative Agent and each Lender to appear in any court conducting any
such case or proceeding relating to any of them or any Restricted Subsidiary
during such 60-day period to preserve, protect and defend their rights under the
Loan Documents; or

(v)     take any corporate action authorizing, or in furtherance of, any of the
matters referred to in clauses (ii), (iii) or (iv) above;

(g)     Onex Corporation shall cease to control Celestica unless the shares of
Celestica become widely held such that no one Person or group of Persons acting
jointly or in concert (within the meaning of Part XX of the Securities Act
(Ontario)) controls Celestica, provided that any Person


<PAGE>
                                      -90-


or group of Persons acting jointly or in concert which owns or controls
securities of Celestica to which are attached more than 20% of the votes that
may be cast to elect the directors of Celestica shall, in the absence of
evidence satisfactory to the Administrative Agent, acting reasonably, be deemed
to control Celestica;

(h)     any Loan Document shall (except in accordance with its terms), in whole
or in part, terminate, cease to be effective or cease to be the legally valid,
binding and enforceable obligation of any Obligor that is a party thereto; or
any Obligor shall, directly or indirectly, contest in any manner such
effectiveness, validity, binding nature or enforceability of any Loan Document;

(i)     any Borrower or any governmental authority declares, orders or proposes
to order a full or partial wind up of any Pension Plan which, in either case,
would reasonably be likely to have a Material Adverse Effect or if any of the
following events shall occur with respect to a Pension Plan:

(i)     the institution of any step by a Borrower, any member of its Controlled
Group or any other Person to terminate a Pension Plan if, as a result of such
termination, the Borrowers or any such member of its Controlled Group would
reasonably be likely to be required to make a contribution to such Pension Plan
or could reasonably expect to incur a liability or obligation to such Pension
Plan which, in either case, would reasonably be likely to have a Material
Adverse Effect; or

(ii)    a contribution failure occurs with respect to any Pension Plan
sufficient to give rise to a Lien under Section 302(f) of ERISA.

10.2    Acceleration

Upon the occurrence of an Event of Default (other than as set forth in Section
10.1(f) or (g)) and at any time thereafter while an Event of Default is
continuing, the Administrative Agent may, in consultation with the Lenders (and,
if so instructed by the Majority Lenders, shall) by written notice to the
Borrowers:

(a)     declare the Advances made to the Borrowers to be immediately due and
payable (whereupon the same shall become so payable together with accrued
interest thereon and any other sums then owed by the Borrowers hereunder or
under any other Loan Document) or declare such Advances to be due and payable on
demand of the Agents; and/or

(b)     if not theretofore terminated, declare that all of the Commitments shall
be cancelled, whereupon the same shall be cancelled and the Commitment of each
Lender shall be reduced to zero.

If, pursuant to this Section 10.2, the Administrative Agent declares any
Advances made to the Borrowers to be due and payable on demand, then, and at any
time thereafter, the Administrative Agent may (and, if so instructed by the
Majority Lenders, shall) by written notice to the


<PAGE>
                                      -91-


Borrowers call for repayment of such Advances on such date or dates as it may
specify in such notice (whereupon the same shall become due and payable on such
date together with accrued interest thereon and any other sums then owed by the
Borrowers hereunder or under any other Loan Document and the provisions of
Section 10.4 shall apply) or withdraw its declaration with effect from such date
as it may specify in such notice.

Upon the occurrence of an Event of Default set forth in Section 10.1(f) or (g),
the Commitments shall automatically terminate and the outstanding principal
amount of all outstanding Advances (together with accrued interest thereon and
any other sums then owed by the Borrowers hereunder or under any other Loan
Document and the provisions of Section 10.4 shall apply) shall automatically be
and become immediately due and payable, without notice or demand.

10.3    Remedies with Respect to Bankers' Acceptance Advances and Letters of
        Credit

If any Event of Default shall occur and be continuing such that the entire
principal amount of the Advances then outstanding and all accrued and unpaid
interest thereon and all other payments due hereunder or under any other Loan
Document which are unpaid shall become immediately due and payable in accordance
with the provisions of Section 10.2, then the Administrative Agent may (and, if
so instructed by the Majority Lenders shall), by written notice to the
Borrowers, require the Borrowers to pay to the Canadian Facility Agent (i) on
behalf of the Lenders, an amount equal to the Face Amount of outstanding
Bankers' Acceptances and the principal amount of all outstanding Acceptance
Notes and (ii) on behalf of the Issuing Bank, an amount equal to the undrawn
Face Amount of any Letters of Credit issued and outstanding under the Letter of
Credit Facility.

10.4    Remedies Cumulative and Waivers

It is expressly understood and agreed that the rights and remedies of the
Lenders, the Agents and each of them hereunder or under any other Loan Document
or other instrument executed pursuant to this Agreement are cumulative and are
in addition to and not in substitution for any rights or remedies provided by
law or by equity; and any single or partial exercise by the Lenders, the Agents
or any of them of any right or remedy for a default or breach of any term,
covenant, condition or agreement contained in this Agreement or any other Loan
Document shall not be deemed to be a waiver of or to alter, affect or prejudice
any other right or remedy or other rights or remedies to which the Lenders, the
Agents or any of them may be lawfully entitled for such default or breach. Any
waiver by the Lenders, the Agents or any of them of the strict observance,
performance or compliance with any term, covenant, condition or other matter
contained herein or in any other Loan Document and any indulgence granted,
either expressly or by course of conduct, by the Lenders, the Agents or any of
them shall be effective only in the specific instance and for the purpose for
which it was given and shall be deemed not to be a waiver of any rights and
remedies of the Lenders, the Agents or any of them under this Agreement or any
other Loan Document as a result of any other default or breach hereunder or
thereunder.


<PAGE>
                                      -92-


10.5    Suspension of Lenders' Obligations

Without prejudice to the rights which arise out of this Agreement or by law, the
occurrence of an Event of Default shall, while such Event of Default shall be
continuing, relieve the Lenders of all obligations to make any Advances
hereunder (whether or not any Drawdown Notice in respect of any such Advance
shall have been received by the Relevant Facility Agent prior to the occurrence
of an Event of Default) or to accept or comply with any Drawdown Notice,
Conversion Notice or Rollover Notice or accept or purchase drafts or Bankers'
Acceptances or Acceptance Notes in replacement of maturing Bankers' Acceptances
or Acceptance Notes. Without prejudice to the rights which arise out of this
Agreement or by law, the occurrence of an Event of Default shall, while such
Event of Default is continuing, relieve the Issuing Lender of all obligations to
issue Letters of Credit hereunder (whether or not any Issuance Request in
respect of any such Letter of Credit shall have been received by the Canadian
Facility Agent and the Issuing Bank prior to the occurrence of an Event of
Default) or to comply with any Issuance Request.

10.6    Application of Payments After an Event of Default

If any Event of Default shall occur and be continuing, all payments made by the
Borrowers hereunder or payments made pursuant to any of the provisions of any of
the Guarantees shall be applied in the following order:

(a)     to amounts due hereunder as costs and expenses of the Agents;

(b)     to amounts due hereunder as costs and expenses of the Relevant Lenders;

(c)     to amounts due hereunder as fees;

(d)     to any other amounts (other than amounts in respect of interest or
principal) due hereunder;

(e)     to amounts due hereunder as interest; and

(f)     to amounts due hereunder as principal.



ARTICLE 11

THE AGENTS AND

ADMINISTRATION OF THE FACILITY

11.1    Authorization of Action


<PAGE>
                                      -93-


Each Lender hereby irrevocably appoints and authorizes the Administrative Agent
to be its Agent in its name and on its behalf and to exercise such rights or
powers granted to the Administrative Agent under this Agreement and the Loan
Documents to the extent specifically provided herein and therein and on the
terms hereof and thereof, together with such rights, powers and discretions as
are reasonably incidental thereto. Each Canadian Lender hereby irrevocably
appoints and authorizes the Canadian Facility Agent to be its Agent in its name
and on its behalf and to exercise such rights or powers granted to the Canadian
Facility Agent under this Agreement and the Loan Documents to the extent
specifically provided herein and therein and on the terms hereof and thereof,
together with such rights, powers and discretions as are reasonably incidental
thereto. Each U.S. Lender hereby irrevocably appoints and authorizes the U.S.
Facility Agent to be its Agent in its name and on its behalf and to exercise
such rights or powers granted to the U.S. Facility Agent under this Agreement
and the Loan Documents to the extent specifically provided herein and therein
and on the terms hereof and thereof, together with such rights, powers and
discretions as are reasonably incidental thereto. Each U.K. Lender hereby
irrevocably appoints and authorizes the U.K. Facility Agent to be its Agent in
its name and on its behalf and to exercise such rights or powers granted to the
U.K. Facility Agent under this Agreement and the Loan Documents to the extent
specifically provided herein and therein and on the terms hereof and thereof,
together with such rights, powers and discretions as are reasonably incidental
thereto. As to any matters not expressly provided for by this Agreement or the
Loan Documents, the Agents shall not be required to exercise any discretion or
take any action, but shall be required to act or to refrain from acting (and
shall be fully protected in so acting or refraining from acting) upon the
instructions of the Majority Lenders, and such instructions shall be binding
upon all Lenders; provided, however, that no Agent shall be required to take any
action which exposes Agent to liability in such capacity, which could result in
the Agent incurring any costs and expenses or which is contrary to this
Agreement or Applicable Law.

11.2    Procedure for Making Advances

(a)     The Relevant Facility Agent shall make Advances available to the
relevant Borrowers as required hereunder by debiting the account of the Relevant
Facility Agent to which the Relevant Lenders' Main Facility Rateable Portions of
such Advances have been credited in accordance with Section 11.2(b) (or causing
such account to be debited) and, in the absence of other arrangements agreed to
by the Relevant Facility Agent and Celestica in writing, by transferring (or
causing to be transferred) like funds in accordance with the instructions of the
Borrower as set forth in the Drawdown Notice in respect of each Advance;
provided that the obligation of the Relevant Facility Agent hereunder shall be
limited to taking such steps as are commercially reasonable to implement such
instructions, which steps once taken shall constitute conclusive and binding
evidence that such funds were advanced hereunder in accordance with the
provisions relating thereto and the Relevant Facility Agent shall not be liable
for any damages, claims or costs which may be suffered by the Borrower and
occasioned by the failure of such Advance to reach the designated destination,
except to the extent such damages, claims or costs are the result of the gross
negligence or willful misconduct of the Relevant Facility Agent.


<PAGE>
                                      -94-


(b)     Unless the Relevant Facility Agent has been notified by a Relevant
Lender on the Banking Day prior to the Drawdown Date requested by a Borrower
that such Relevant Lender will not make available to the Relevant Facility Agent
its Main Facility Rateable Portion of such Advance, the Relevant Facility Agent
may assume that such Lender has made such portion of the Advance available to
the Relevant Facility Agent on the Drawdown Date in accordance with the
provisions hereof and the Relevant Facility Agent may, in reliance upon such
assumption, make available to the Borrower on such date a corresponding amount.
If and to the extent such Lender shall not have so made its Main Facility
Rateable Portion of the Advance available to the Relevant Facility Agent, then
such Relevant Lender shall pay to the Relevant Facility Agent forthwith on
demand such Relevant Lender's Main Facility Rateable Portion of the Advance and
all reasonable costs and expenses incurred by the Relevant Facility Agent in
connection therewith together with interest thereon (at the rate payable
thereunder by the Borrower in respect of such Advance) for each day from the
date such amount is made available to the Borrower until the date such amount is
paid to the Relevant Agent; provided, however, that notwithstanding such
obligation, if such Relevant Lender fails to so pay, the Borrower covenants and
agrees that without prejudice to any rights such Borrower may have against such
Relevant Lender, it shall reimburse such amount to the Relevant Facility Agent
forthwith after demand therefor by the Relevant Facility Agent. The amount
payable to the Relevant Facility Agent pursuant hereto shall be as set forth in
a certificate delivered by the Relevant Facility Agent to such Relevant Lender
and such Borrower (which certificate shall contain reasonable details of how the
amount payable is calculated) and shall be conclusive and binding, for all
purposes, in the absence of manifest error. If such Relevant Lender makes the
payment to the Relevant Facility Agent required herein, such Relevant Lender
shall be considered to have made its Main Facility Rateable Portion of the
Advance for purposes of this Agreement and the Relevant Facility Agent shall
make appropriate entries in the books of account maintained by the Relevant
Facility Agent.

(c)     The failure of any Lender to make its Main Facility Rateable Portion of
any Advance shall not relieve any other Lender of its obligation, if any,
hereunder to make its Main Facility Rateable Portion of such Advance on the
Drawdown Date, but no Lender shall be responsible for the failure of any other
Lender to make the Main Facility Rateable Portion of the Advance to be made by
such other Lender on the date of any Advance.

(d)     Where a Drawdown under the Facility and a repayment of an Advance under
the Facility are to occur on the same day, the Relevant Facility Agent shall not
make available to the relevant Borrower the amount of the Advance to be drawn
down until the Relevant Facility Agent is satisfied that it has received
irrevocable and irreversible payment of the amount to be prepaid or repaid.
Notwithstanding the foregoing, in the absence of gross negligence or wilful
misconduct on the part of the Relevant Facility Agent, the risk of non-receipt
of the amount to be repaid is that of the Relevant Lenders and not of the
Relevant Facility Agent.

(e)     This Section 11.2 shall not apply to Swing Line Advances.

11.3    Remittance of Payments


<PAGE>
                                      -95-


Forthwith after receipt of any repayment of principal or payment of interest or
fees pursuant to any provision of this Agreement, the Relevant Facility Agent
which has received such repayment or payment shall remit to each Relevant Lender
its Main Facility Rateable Portion thereof; provided, however, that the Relevant
Facility Agent shall be entitled to set off against and deduct from any amount
payable to a Relevant Lender any outstanding amounts payable by such Relevant
Lender to the Relevant Facility Agent pursuant to Section 11.2(b). Forthwith
after receipt of any payment of Facility Fees pursuant to Section 2.14, the
Administrative Agent shall remit to each Lender its Main Facility Rateable
Portion of such payment. If any Facility Agent, or the Administrative Agent, on
the assumption that it will receive on any particular date a payment of
principal, interest or fees hereunder, remits such payment to the Lenders and
the Borrowers fail to make such payment, each of the Lenders agrees to repay to
such Agent forthwith on demand the amount received by it together with all
reasonable costs and expenses incurred by such Agent in connection therewith to
the extent not reimbursed by the Borrower and interest thereon at the rate and
calculated in the manner applicable to the Advance in respect of which such
payment was made for each day from the date such amount is remitted to the
Lenders, the exact amount of the repayment required to be made by the Lenders
pursuant hereto to be as set forth in a certificate delivered by such Agent to
each Relevant Lender, which certificate shall be conclusive and binding for all
purposes in the absence of manifest error. The Relevant Facility Agent or the
Administrative Agent, as applicable shall make appropriate entries in the
register maintained by it to reflect the foregoing.

11.4    Redistribution of Payment

(a)     If any Lender receives or recovers (whether by payment or combination of
accounts or otherwise) an amount owed to it by a Borrower under this Agreement
otherwise than through the Relevant Facility Agent, then such Lender shall,
within two Banking Days following such receipt or recovery, notify the Relevant
Facility Agent (who shall in turn notify the other Lenders) of such fact.

(b)     Subject to the other terms and conditions of this Agreement, if at any
time the proportion which any Relevant Lender (a "Recovering Lender") has
received or recovered (whether by payment or combination of accounts or
otherwise) in respect of its portion of any payment to be made under this
Agreement by a Borrower for the account of such Recovering Lender and one or
more other Relevant Lenders is greater (the amount of the excess being herein
called the "excess amount") than the proportion thereof received or recovered by
the Relevant Lender or Relevant Lenders receiving or recovering the smallest
proportion thereof, then:

(i)     the Recovering Lender shall, within two Banking Days following such
receipt or recovery, pay to the Relevant Facility Agent an amount equal to the
excess amount; and

(ii)    the Relevant Agent shall treat the amount received by it from the
Recovering Lender pursuant to paragraph (i) above as if such amount had been
received by it from such Borrower pursuant to its obligations under this
Agreement and shall pay the same to the Persons entitled thereto (including such
Recovering Lender) pro rata to their respective entitlements thereto in


<PAGE>
                                      -96-


which event, for all purposes in connection herewith, the Recovering Lender
shall be deemed only to have received or recovered from such Borrower that
portion of the excess amount which is actually paid to the Recovering Lender by
the Relevant Facility Agent pursuant to this Section 11.4(b)(ii).

(c)     If a Relevant Lender that has paid an excess amount to the Relevant
Facility Agent in accordance with Section 11.4(b)(i) is required to refund the
whole (or a portion) of such excess amount to the Borrower, then each of the
other Relevant Lenders shall pay to the Relevant Facility Agent for the account
of that Lender the whole (or that proportion) of the amount received by it as a
result of the distribution in respect of that excess amount made by the Relevant
Facility Agent pursuant to Section 11.4(b)(ii).

11.5    Duties and Obligations

(a)     None of the Agents nor any of their respective directors, officers,
agents or employees (and, for purposes hereof, each of the Agents shall be
deemed to be contracting for and on behalf of such Persons) shall be liable for
any action taken or omitted to be taken by it or them under or in connection
with this Agreement except for its or their own gross negligence or willful
misconduct. Without limiting the generality of the foregoing, each Agent:

(i)     may assume that there has been no assignment or transfer by any means by
any Lender of its rights hereunder, unless and until the Agent has received a
duly completed and executed assignment in form satisfactory to it;

(ii)    may consult with legal counsel (including the Lenders' Counsel),
independent public accountants and other experts of reputable standing selected
by it and shall not be liable for any action taken or omitted to be taken in
good faith by it in accordance with the advice of such counsel, accountants or
experts;

(iii)   shall incur no liability under or in respect of this Agreement by acting
upon any notice, consent, certificate or other instrument or writing believed by
it to be genuine and signed or sent by the proper party or parties or by acting
upon any representation or warranty of the Borrowers or any Guarantor made or
deemed to be made hereunder;

(iv)    may assume that no Event of Default has occurred and is continuing
unless an appropriate officer charged with the administration of this Agreement
has actual notice or knowledge to the contrary;

(v)     may rely as to any matters of fact which might reasonably be expected to
be within the knowledge of any Person upon a certificate signed by or on behalf
of such Person; and

(vi)    shall incur no liability for its failure to distribute to any Lender the
financial statements or other information provided to the Relevant Agent by the
Borrowers or any Guarantor.

<PAGE>
                                      -97-



Further, each Agent (a) shall not have any duty to ascertain or to enquire as to
the performance or observance of any of the terms, covenants or conditions of
this Agreement on the part of any of the Borrowers or any Guarantor or to
inspect the property (including the books and records) of any of the Borrowers
or any Guarantor and (b) shall not be responsible to any Lender for the due
execution, legality, validity, enforceability, genuineness, sufficiency or value
of this Agreement or any instrument or document furnished pursuant hereto.

(b)     No Agent makes any warranty or representation to any Lender nor shall be
responsible to any Lender for the accuracy or completeness of the data made
available to any of the Lenders in connection with the negotiation of this
Agreement, or for any statements, warranties or representations (whether written
or oral) made in or in connection with this Agreement.

(c)     Except as otherwise provided for herein, an Agent may, but is not
obligated to, seek the approval of the Majority Lenders to any consents required
to be given by an Agent hereunder.

11.6    Prompt Notice to the Lenders

Subject to the provisions of Section 11.5(a)(vi), the Administrative Agent
agrees to provide to the Lenders, copies where appropriate, of all information,
notices and reports required to be given to the Administrative Agent by the
Borrowers and the Guarantors hereunder or pursuant to any other Loan Document,
promptly upon receipt of same, excepting therefrom information and notices
relating solely to the role of the Administrative Agent hereunder.

11.7    Agent's Authority

With respect to its Commitment and the Advances made by it as a Lender, an Agent
shall have the same rights and powers under this Agreement as any other Lender
and may exercise the same as though they were not Agents. An Agent may accept
deposits from, lend money to, and generally engage in any kind of business with
the Borrowers and the Subsidiaries or any corporation or other entity owned or
controlled by any of them and any Person which may do business with any of them,
all as if the Agent was not an Agent hereunder and without any duties to account
therefor to the Lenders.

11.8    Lender's Independent Credit Decision

It is understood and agreed by each Lender that it has itself been, and will
continue to be, solely responsible for making its own independent appraisal of
and investigations into the financial condition, creditworthiness, condition,
affairs, status and nature of the Borrowers and its Subsidiaries. Accordingly,
each Lender confirms with the Agents that it has not relied, and will not
hereafter rely, on the Agents (i) to check or enquire on its behalf into the
adequacy, accuracy or completeness of any information provided by the Borrowers
or any other Person under or in connection with this Agreement, the other Loan
Documents or the transactions herein or therein contemplated (whether or not
such information has been or is hereafter distributed to such Lender by an
Agent), or (ii) to assess or keep under review on its behalf the financial
condition, creditworthiness, condition, affairs, status or nature of the
Borrowers or any Subsidiary. Each


<PAGE>
                                      -98-


Lender acknowledges that a copy of this Agreement has been made available to it
for review and each Lender acknowledges that it is satisfied with the form and
substance of this Agreement.

11.9    Indemnification

Each Lender hereby agrees to indemnify the Agents (to the extent not reimbursed
by the Borrowers) in its Global Rateable Portion, from and against any and all
liabilities, obligations, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever which may be imposed
on, incurred by, or asserted against an Agent (in its capacity as agent for the
Lenders) in any way relating to or arising out of this Agreement or any other
Loan Documents or any action taken or admitted by an Agent under or in respect
of this Agreement or any other Loan Documents; provided that no Lender shall be
liable for any portion of such liabilities, obligations, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements resulting from such
Agent's gross negligence or wilful misconduct. Without limiting the generality
of the foregoing, each Lender agrees to reimburse such Agent promptly upon
demand in the proportion specified herein in respect of any out-of-pocket
expenses (including counsel fees) incurred by such Agent in connection with the
preservation of any rights of Agents or the Lenders under, or the enforcement
of, or legal advice in respect of the rights or responsibilities under, this
Agreement or any other Loan Documents, to the extent that the Agent is not
reimbursed for such expenses by the Borrowers.

11.10   Successor Agent

The Administrative Agent, Canadian Facility Agent, U.S. Facility Agent, U.K.
Facility Agent or any Consent Facility Agent may, as hereinafter provided,
resign at any time by giving not less than 30 days' written notice thereof to
the Lenders and the Borrowers. The Administrative Agent, Canadian Facility
Agent, U.S. Facility Agent, U.K. Facility Agent or any Consent Facility Agent
may, as hereinafter provided, be removed at any time on not less than 30 days'
written notice thereof by the Majority Lenders provided that the Majority
Lenders have designated a successor who is prepared to act hereunder and which
is acceptable to Celestica, acting reasonably. Upon any such resignation or
removal, the Majority Lenders shall have the right to appoint a successor agent
(the "Successor Agent") which shall be a Lender and which shall be acceptable to
the Borrowers, acting reasonably. In the event that Scotiabank resigns or is
removed from any one of its roles as Administrative Agent, Canadian Facility
Agent, U.S. Facility Agent, U.K. Facility Agent or Consent Facility Agent
hereunder, Scotiabank and each of its branches, Affiliates and Subsidiaries, as
applicable, shall be deemed to have resigned or been removed from each of its
roles as Administrative Agent, Canadian Facility Agent, U.S. Facility Agent,
U.K. Facility Agent and Consent Facility Agent as at the same effective date.
Upon the acceptance of any appointment hereunder by a Successor Agent, such
Successor Agent shall thereupon become Administrative Agent, Canadian Facility
Agent, U.S. Facility


<PAGE>
                                      -99-


Agent, U.K. Facility Agent and Consent Facility Agent (in each instance where
the retiring Agent was a Consent Facility Agent) hereunder and shall succeed to
and become vested with all the rights, powers, privileges and duties of
Scotiabank and Scotiabank shall thereupon be discharged from its further duties
and obligations as Administrative Agent, Canadian Facility Agent, U.S. Facility
Agent, U.K. Facility Agent and Consent Facility Agent (if applicable) under this
Agreement. After any resignation or removal of Scotiabank under this Section
11.10, the provisions of this Article 11 shall continue to enure to its benefit
as to any actions taken or omitted to be taken by it while it was Administrative
Agent, Canadian Facility Agent, U.S. Facility Agent, U.K. Facility Agent and
Consent Facility Agent (if applicable) hereunder.

11.11   Taking and Enforcement of Remedies

(a)     Each of the Lenders hereby acknowledges that, to the extent permitted by
Applicable Law, the remedies provided hereunder to the Lenders are for the
benefit of the Lenders collectively and acting together and not severally and
further acknowledges that its rights hereunder are to be exercised not
severally, but collectively by the Administrative Agent upon the decision of the
Lenders regardless of whether declaration or acceleration was made pursuant to
Section 10.2; accordingly, notwithstanding any of the provisions contained
herein, each of the Lenders hereby covenants and agrees that it shall not be
entitled to take any action with respect to the Facility, including, without
limitation, any declaration or acceleration under Section 10.2, but that any
such action shall be taken only by the Administrative Agent with the prior
written consent of the Lenders or the Majority Lenders, as applicable, provided
that, notwithstanding the foregoing:

(i)     in the absence of instructions from the Lenders or from the Majority
Lenders, as applicable, and where in the sole opinion of the Administrative
Agent the exigencies of the situation warrant such action, the Administrative
Agent may without notice to or consent of the Lenders take such action on behalf
of the Lenders as it deems appropriate or desirable in the interest of the
Lenders; and

(ii)    the commencement of litigation before any court shall be made in the
name of each Lender individually unless the laws of the jurisdiction of such
court permit such litigation to be commenced in the name of the Administrative
Agent on behalf of the Lenders (whether pursuant to a specific power of attorney
in favour of the Administrative Agent or otherwise) and the Agent agrees to
commence such litigation in its name;

each of the Lenders hereby further covenants and agrees that upon any such
written consent being given by the Lenders or the Majority Lenders, as
applicable, they shall co-operate fully with the Administrative Agent to the
extent requested by the Administrative Agent in the collective realization
including, without limitation, the appointment of a receiver and manager to act
for their collective benefit; and each Lender covenants and agrees to do all
acts and things and to make, execute and deliver all agreements and other
instruments, including, without limitation, any instruments necessary to effect
any registrations, so as to fully carry out the intent and purpose of this
Section 11.11; and each of the Lenders hereby covenants and agrees that it has
not heretofore and shall not seek, take, accept or receive any security for any
of the obligations and liabilities of the Borrowers or any Guarantor hereunder
or under any other document, instrument, writing or agreement ancillary hereto
and shall not enter into any agreement with any of the parties hereto or thereto
relating in any manner whatsoever to the


<PAGE>
                                     -100-


Facility, unless all of the Lenders shall at the same time obtain the benefit of
any such agreement.

(b)     Notwithstanding any other provision contained in this Agreement, no
Lender shall be required to be joined as a party to any litigation commenced
against the Borrowers or any Guarantor by an Agent or the Majority Lenders
hereunder (unless otherwise required by any court of competent jurisdiction) if
it elects not to be so joined in which event any such litigation shall not
include claims in respect of the rights of such Lender against the Borrowers and
the Guarantors hereunder until such time as such Lender does elect to be so
joined; provided that if at the time of such subsequent election it is not
possible or practicable for such Lender to be so joined, then such Lender may
commence proceedings in its own name in respect of its rights against the
Borrowers and the Guarantors hereunder.

11.12   Reliance Upon Lenders

Each Agent shall be entitled to rely upon any certificate, notice or other
document provided to it by a Canadian Lender on behalf of all financial
institutions and Affiliates which together constitute a Lender pursuant to this
Agreement and each Agent shall be entitled to deal with the Lenders with respect
to the matters under this Agreement which are such Agent's responsibilities
without any liability whatsoever to the Lenders for relying upon any
certificate, notice or other document provided to it by such Canadian Lender
notwithstanding any lack of authority of the Canadian Lender to provide the same
or to bind the other financial institutions and Affiliates which together
constitute a Lender.

11.13   Reliance upon Agent

The Borrower and the Guarantors shall be entitled to rely upon any certificate,
notice or other document provided to any of them by the Administrative Agent
pursuant to this Agreement and the Borrowers and the Guarantors shall be
entitled to deal with the Administrative Agent (and, except as otherwise
specifically provided, not to deal with any Lender prior to an Event of Default)
with respect to all matters under this Agreement without any liability
whatsoever to the Lenders for relying upon any certificate, notice or other
document provided to any of them by the Administrative Agent, notwithstanding
any lack of authority of the Administrative Agent to provide the same. Without
limiting the generality of the foregoing, but subject as herein otherwise
specifically provided, none of the Lenders shall have any right to enforce
directly any of the provisions of this Agreement or to communicate with the
Borrowers and the Guarantors except through the Administrative Agent in
accordance with the terms of this Agreement or as otherwise specifically
provided in this Agreement. The provisions of this Article 11 are for the
benefit of the Agents and the Lenders and, except for the provisions of Sections
11.2, 11.13, 11.14 and 11.15, may not be relied upon by the Borrowers or the
Guarantors.

11.14   Replacement of Cancelled Commitments


<PAGE>
                                     -101-


If, at any time prior to the Final Maturity Date, the Commitment of any Lender
or Lenders is cancelled, or any Lender fails to perform its obligations
hereunder, the Administrative Agent may, and at the request of the Borrowers,
provided that no Default or Event of Default has occurred and is continuing,
shall use its reasonable efforts to locate one or more other Persons
("Substitute Lenders") satisfactory to the Borrowers (who may be an existing
Lender) to become a Lender and to assume all or a portion of the Commitment so
cancelled, provided that the Administrative Agent shall not be under any
obligation to assume such cancelled Commitment itself if the Administrative
Agent is unable to locate any Substitute Lenders. Upon locating one or more
Substitute Lenders, the Administrative Agent (on behalf of each of the parties
hereto other than the Borrowers, the Guarantors and the Lender or Lenders whose
Commitment has been cancelled), the Borrowers, the Guarantors and the Substitute
Lenders shall make any appropriate amendments to this Agreement which are
required to incorporate such Substitute Lender or Lenders hereunder. If any
Substitute Lender is not an existing Lender, then Celestica shall pay to the
Administrative Agent an administration fee of U.S.$3,500.

11.15   Disclosure of Information

(a)     The Borrowers agree that, if Celestica has given its prior written
consent to a Person being an assignee or transferee hereunder, then the
Administrative Agent or any Lender may provide any such assignee or transferee
or proposed assignee or transferee pursuant to Section 13.11 with any
information it has concerning the financial condition of the Borrowers and their
Subsidiaries other than information delivered by the Borrowers to the
Administrative Agent and/or the Lenders on a confidential basis which is not in
the public domain; provided that, for greater certainty, nothing in this Section
11.15(a) shall prevent the Administrative Agent or any Lender from disclosing
the terms of this Agreement on a confidential basis to any proposed assignee or
transferee of any Lender; and provided further that consent of the Borrowers
shall not be required if an Event of Default has occurred and is continuing.

(b)     Subject to Section 11.15(a), the Administrative Agent and each of the
Lenders acknowledges the confidential nature of the financial, operational and
other information and data provided and to be provided to it by the Borrowers
pursuant hereto that is not at the time it is so provided or (other than through
a breach of this Agreement) thereafter in the public domain and agrees to use
reasonable efforts to prevent the disclosure of such information; provided,
however, that:

(i)     the Administrative Agent or any Lender may disclose all or any part of
such information if, (A) in the sole reasonable opinion (stated in writing) of
the Lenders' Counsel, such disclosure is compellable by Applicable Law in
connection with any threatened judicial, administrative or governmental
proceeding or is required in connection with any actual judicial, administrative
or governmental proceeding or (B) such disclosure is compellable by Applicable
Law, provided that in any such event the Administrative Agent or the relevant
Lender will make reasonable efforts to provide Celestica with prompt written
notice of any such compellable disclosure so that Celestica may seek a
protective order or other appropriate remedy or relief to prevent such
disclosure from being made. The failure to deliver such notice or, where
applicable, the giving


<PAGE>
                                     -102-


of such notice, shall not preclude disclosure by the Administrative Agent or the
Relevant Lender where legally required in the opinion of Lenders' Counsel. In
any event, the Administrative Agent or Lender will furnish only that portion of
such information which, in the reasonable opinion of the Lenders' Counsel, it is
legally required to disclose and will exercise reasonable efforts to obtain
reliable assurances that confidential treatment will be accorded such
information;

(ii)    it shall incur no liability in respect of any disclosure of such
information to any, or pursuant to the requirements of any, judicial authority,
law enforcement agency, tax or regulatory authority which it is required to make
in accordance with Applicable Law;

(iii)   it shall inform the Borrowers, as soon as is practicable, of any
disclosure of such information made by it unless such disclosure is in the
ordinary course of its business or such tax or regulatory authority or such
judicial authority or law enforcement agency requires the Administrative Agent
or such Lender not to inform the Borrowers of the disclosure of such information
to it;

(iv)    the Administrative Agent and each Lender may disclose all or any part of
such information on a confidential basis to its auditors or to Lenders' Counsel
or other counsel of reputable standing on a confidential basis for the purpose
of seeking or obtaining accounting or legal advice;

(v)     the Administrative Agent and each Lender may disclose such information
on a confidential basis to any Subsidiary or Affiliate of such Agent or Lender
if such disclosure is required in connection with the administration of the
Facility; and

(vi)    if an Event of Default has occurred and is continuing, the
Administrative Agent or any Lender may disclose such information to any other
Agent or other Lenders on a confidential basis in connection with any
discussions regarding or related to the resolution of such Event of Default.

11.16   Adjustments of Rateable Portions

(a)     In connection with any Drawdown (other than a Drawdown of a Swing Line
Advance), Conversion or Rollover or any reimbursement or repayment of an
Obligation, the Administrative Agent shall, in its sole and unfettered
discretion, have the right (but not the obligation) to make adjustments of the
amount of such Drawdown, Conversion or Rollover advanced or paid by such Lender
or the amount of such reimbursement or repayment to be received by such Lender
in order to maintain the balances of the Advances made by each Lender other than
to a Consent Designated Subsidiary in the same portion as the Main Facility
Rateable Portion of each Lender.

(b)     Upon the occurrence of an acceleration under Section 10.1(f), 10.1(g) or
10.2, if, with respect to any Lender, the aggregate of all outstanding Advances
made by such Lender is less than its Global Rateable Portion (after giving
effect to any adjustment made pursuant to Subsection 11.16(a)) of the aggregate
of all outstanding Advances, the Administrative Agent


<PAGE>
                                     -103-


may, by written notice, require such Lender to pay to the Administrative Agent,
for the credit of the other Lenders, in such currency or currencies as the
Administrative Agent may in its discretion determine, such amount as may be
required so as to bring the aggregate of all outstanding Advances made by such
Lender equal to its Global Rateable Portion of the aggregate of all outstanding
Advances. The Administrative Agent shall credit the funds received from such
Lender to any other Lender or Lenders, as it may determine in its discretion, so
as to render the aggregate of the outstanding Advances made by each Lender equal
to the Global Rateable Portion of each Lender of all outstanding Advances.



ARTICLE 12

COSTS, EXPENSES AND INDEMNIFICATION

12.1    Costs and Expenses

Each Borrower shall pay promptly, upon request by the Administrative Agent
accompanied by reasonable supporting documentation or other evidence, all
reasonable costs and expenses in connection with the due diligence pertaining to
or the preparation, printing, execution and delivery of this Agreement and the
other documents to be delivered hereunder including, without limitation, the
reasonable fees and out-of-pocket expenses of the Lenders' Counsel with respect
thereto. Except for ordinary expenses of the Administrative Agent relating to
the day-to-day administration of this Agreement, each Borrower further agrees to
pay all reasonable out-of-pocket costs and expenses (including reasonable fees
and expenses of counsel, accountants and other experts) in connection with the
syndication of the Facility and the interpretation, preservation or enforcement
of rights of the Administrative Agent and the Relevant Lenders under this
Agreement and the Loan Documents including, without limitation, all reasonable
costs and expenses sustained by them as a result of any failure by any of the
Borrowers or Guarantors to perform or observe its obligations contained in any
of this Agreement and the Loan Documents. The Borrowers further agree to pay all
reasonable out-of-pocket expenses of the Issuing Bank with respect to the
issuance and administration of Letters of Credit.

12.2    Indemnification by the Borrowers

In addition to any liability of each Borrower to any Relevant Lender or any
Agent under any other provision hereof, each Borrower shall indemnify the
Lenders and the Agents and hold each Lender and each Agent harmless against any
reasonable costs or expenses incurred by a Lender or an Agent as a result (i) of
any failure by such Borrower to fulfil any of its obligations hereunder or under
any Loan Document in the manner provided herein including, without limitation,
any cost or expense incurred by reason of the liquidation or re-employment in
whole or in part of deposits or other funds required by any Lender to fund or
maintain any Advance as a result of the failure of such Borrower to complete a
Drawdown or to make any repayment or other payment on the date required
hereunder or specified by it in any notice given hereunder; or


<PAGE>
                                     -104-


(ii) the failure of such Borrower to pay any other amount including, without
limitation, any interest or fee due hereunder on its due date; or (iii) as a
result of the prepayment or repayment by such Borrower of any LIBOR Advance or
Bankers' Acceptance Advance prior to its date of maturity or the last day of the
then current Interest Period for such Advance.

12.3    Funds

Each amount advanced, made available, disbursed or paid hereunder shall be
advanced, made available, disbursed or paid, as the case may be, in immediately
available funds or, after notice from the Relevant Facility Agent, in such other
form of funds as may from time to time be customarily used in the jurisdiction
in which the Advance is advanced, made available, disbursed or paid in the
settlement of banking transactions similar to the banking transactions required
to give effect to the provisions of this Agreement on the day such advance,
disbursement or payment is to be made.

12.4    General Indemnity

(a)     Indemnity. Subject to paragraphs (b), (c) and (d) below, the Borrowers
agree to indemnify and save harmless the Agents, the Lenders, their respective
Affiliates involved in the syndication or administration of the Facility, their
respective officers, directors, employees and agents (collectively, the
"Indemnitees" and individually, an "Indemnitee") from and against any and all
liabilities, claims, damages and losses (including reasonable legal fees and
disbursements of counsel but excluding loss of profits and special or
consequential damages) (collectively, the "Losses") as a result of any claims,
actions or proceedings ("Claims") asserted against the Indemnitees, by a Person
other than the Indemnitees in connection with the agreement of the Lenders to
provide the Facility, the Commitments of the Lenders and the Advances made by
the Lenders including, without limitation: (i) the costs of defending and/or
counterclaiming or claiming over against third parties in respect of any Claim;
and (ii) subject to the provisions set forth in paragraph (d) below, any Losses
arising out of a settlement of any Claim made by the Indemnitees.

(b)     Limitations to Indemnity. The foregoing obligations of indemnification
shall not apply to (i) any Losses suffered by the Indemnitees or any of them or
to any Claim asserted against the Indemnitees or any of them to the extent such
Loss or Claim has resulted from the gross negligence or wilful misconduct of the
Indemnitees or any of them; and (ii) any Losses with respect to Taxes for which
an Indemnitee may claim an indemnity from an Obligor pursuant to Section 5.8(b)
of this Agreement.

(c)     Notification. Whenever a Lender or an Agent shall have received notice
that a Claim has been commenced or threatened, which, if successful, would
subject a Borrower (the "Indemnifying Party") to the indemnity provisions of
this Section 12.4, the Lender or Agent shall as soon as reasonably possible
notify (to the extent permitted by law) the Indemnifying Party in writing of the
Claim and of all relevant information the Lender or Agent possesses relating
thereto; provided, however, that failure to so notify the Indemnifying Party
shall not release it


<PAGE>
                                     -105-


from any liability which it may have on account of the indemnity set forth in
this Section 12.4, except to the extent that the Indemnifying Party shall have
been materially prejudiced by such failure.

(d)     Defence and Settlement. The Indemnifying Party shall have the right, but
not the obligation, to assume the defence of any Claim in any jurisdiction with
legal counsel of reputable standing in order to protect the rights and interest
of the Indemnitees. In such respect, (i) the Indemnifying Party shall require
the consent of the Indemnitees to the choice of legal counsel in connection with
the Claim, which consent shall not be unreasonably withheld or delayed; and (ii)
without prejudice to the rights of the Indemnitees to retain counsel and
participate in the defence of the Claim, the Indemnifying Party and the
Indemnitees shall make all reasonable efforts to co-ordinate their course of
action in connection with the defence of such Claim. The related costs and
expenses sustained in such respect by the Indemnitees shall be at the expense of
the Indemnifying Party, provided that the Indemnifying Party shall only be
liable for the costs and expenses of one firm of separate counsel in addition to
the cost of any local counsel that may be required. If the Indemnifying Party
fails to assume defence of the Claim, the Indemnitees will (upon further notice
to the Borrowers) have the right to undertake, at the expense of the
Indemnifying Party, the defence, compromise or settlement of the Claim on behalf
and for the account and risk of the Indemnifying Party, subject to the right of
the Indemnifying Party to assume the defence of the Claim at any time prior to
settlement, compromise or final determination thereof.

Notwithstanding the foregoing, in the event the Indemnitee, acting reasonably,
does not agree with the manner or timeliness in which the legal counsel of the
Indemnifying Party is carrying on the defence of the Claim, or, pursuant to the
opinion of a reputable counsel retained by the Indemnitee, there may be one or
more legal defences available different from the one carried on by the legal
counsel of the Indemnifying Party, the Indemnitee shall have the right to assume
its own defence in the Claim by appointing its own legal counsel. The costs and
the expenses sustained by the Indemnitee shall be at the expense of the
Indemnifying Party provided that the Indemnifying Party shall only be liable for
the costs and expenses of one firm of separate counsel, in addition to the costs
of any local counsel that may be required.

The Indemnifying Party shall not be liable for any settlement of any Claim
effected without its written consent (which shall not be unreasonably withheld
or delayed). In addition, the Indemnifying Party will not, without the prior
written consent of the Indemnitee (which consent shall not be unreasonably
withheld or delayed), settle, compromise or consent to the entry of any judgment
in or otherwise seek to terminate any Claim or threatened Claim in respect of
which indemnification or contribution may be sought hereunder.

If an offer for settlement made to any Indemnitee which the Indemnifying Party
has recommended for acceptance is rejected by the Indemnitee and the final
liability of the Indemnitee in respect of such action and all related damages is
greater than such offer, the


<PAGE>
                                     -106-


liability of the Indemnifying Party will only be to indemnify the Indemnitee up
to the amount of such offer.

12.5    Environmental Claims

(a)     Indemnity. Subject to paragraphs (b), (c) and (d) below, the Borrowers
agree to indemnify and save harmless the Indemnitees from and against any and
all Losses as a result of any Claims asserted against the Indemnitees by a
Person other than the Indemnitees with respect to any material presence or
Release on, into, onto, under or from any property owned, leased or operated by
any of the Borrowers or any Subsidiary (the "Property") of any Hazardous
Material (as hereinafter defined) regardless of whether caused by, or within the
control of, the Borrower or any Subsidiary or which arises out of or in
connection with any action of, or failure to act by, the Borrowers or any
Subsidiary or any predecessor or successor thereof in contravention of any
present or future applicable Environmental Laws, whether or not having the force
of law, including, without limitation: (i) the costs of defending and/or
counterclaiming or claiming over against third parties in respect of any such
Claim; and (ii) subject to the provisions set forth in paragraph (d) below, any
Losses arising out of a settlement made by the Indemnitees of any Claim.
"Hazardous Material" means any contaminant, pollutant, waste of any nature,
hazardous or toxic substance or material or dangerous good as defined,
judicially interpreted or identified in any Environmental Law or any substance
that causes harm or degradation to the surrounding environment or injury to
human health and, without restricting the generality of the foregoing, includes
any pollutant, contaminant, waste, hazardous waste, deleterious substance or
dangerous good present in such quantity or state that it contravenes any
Environmental Laws or gives rise to any liability or obligation under any
Environmental Law.

(b)     Limitations to Indemnity. The foregoing obligations of indemnification
shall not apply to any Losses suffered by the Indemnitees or any of them or to
any Claim asserted against the Indemnitees or any of them which relates directly
to any action or omission taken by any of the Indemnitees while in possession or
control of the Property which is grossly negligent or constitutes wilful
misconduct but shall apply to any Claim occurring during such period that
relates to a continuation of conditions previously in existence or of a practise
previously employed by any Obligor.

(c)     Notification. Whenever an Indemnitee shall have received notice that a
Claim has been commenced or threatened, which, if successful, would subject the
Borrowers to the indemnity provisions of this Section 12.5, the Indemnitee shall
as soon as reasonably possible and in any event on or before the expiry of the
date (the "Notification Date") which is the earlier of (i) the tenth Banking Day
after the receipt of such notice by the Indemnitee, and (ii) such date as will
afford sufficient time for the Borrowers to prepare and file a timely answer to
the Claim, notify the Borrowers of the Claim and of all relevant information the
Indemnitee possesses relating thereto. If the Indemnitee shall fail to so notify
the Borrowers and provide it with such information on or before the Notification
Date, the Borrowers shall not have any liability hereunder in respect of any
Losses suffered by the Indemnitee in respect of such Claim to the extent such
Losses may be reasonably attributable to such failure by the Indemnitee.


<PAGE>
                                     -107-


(d)     Defence and Settlement. The provisions of Section 12.4(d) shall apply to
any Claims under this Section 12.5.



ARTICLE 13

GENERAL

13.1    Term

The Facility shall expire on the Final Maturity Date.

13.2    Survival

All covenants, agreements, representations and warranties made herein or in
certificates delivered in connection herewith by or on behalf of the Borrowers
and each Guarantor shall survive the execution and delivery of this Agreement
and the making of the Drawdowns hereunder and shall continue in full force and
effect so long as there is any obligation of the Borrowers and each Guarantor to
the Agents, and the Lenders hereunder.

13.3    Benefit of the Agreement

This Agreement shall enure to the benefit of and be binding upon the successors
and permitted assigns of the Borrowers and the successors and permitted assigns
of the Agents and the Lenders.

13.4    Notices

All notices, requests, demands or other communications to or from the parties
hereto shall be in writing and shall be given by overnight delivery service, by
hand delivery or by telecopy to the addressee as follows:

(i)     If to the Borrowers:

7th Floor

12 Concorde Place

Toronto, Ontario, Canada

M3C 3R8

Attention:     Corporate Treasurer

Telecopier:    416-448-2280


<PAGE>
                                     -108-


(ii)    If to the Administrative Agent (in respect of all matters):

The Bank of Nova Scotia

Loan Syndications

44 King Street West, 17th Floor

Toronto, Ontario, Canada

M5H 1H1

Attention:     Managing Director

Telecopier:    416-866-3329

(iii)   If to the Canadian Facility Agent (in respect of all matters):

The Bank of Nova Scotia

International Banking Division

Loan Administration and Agency Services

44 King Street West, 14th Floor

Toronto, Ontario, Canada

M5H lHl

Attention:     Nizar Manji, Assistant Manager

Telecopier:    416-866-5991

(iv)    If to the U.S. Facility Agent:

The Bank of Nova Scotia

International Banking Division

Loan Administration and Agency Service

44 King Street West, 14th Floor

Toronto, Ontario, Canada


<PAGE>
                                     -109-


M5H lHl

Attention:     Nizar Manji, Assistant Manager

Telecopier:    416-866-5991

(v)     if to the U.K. Facility Agent (in respect of all matters):

The Bank of Nova Scotia

Scotia House, 33 Finsbury Square

London, England

EC2A 1BB

Attention:     Marian Staples, Assistant Manager, Loan Operations

Telecopier:    011-44-171-826-5857

(vi)    if to a Lender, at the addresses set out in Schedule A or in the
relevant Transfer Notice;

or at such other address or to such other individual as the Borrowers may
designate by notice to the Agents and as an Agent or a Lender may designate by
notice to the Borrowers and the Lenders or Agents, as the case may be.

13.5    Amendment and Waiver

This Agreement and any Loan Documents collateral hereto may be modified or
amended and a waiver of any breach of any term or provision of this Agreement
shall be effective only if the Borrowers, the Administrative Agent and the
Majority Lenders so agree in writing, provided that in all cases the Borrowers
shall be entitled to rely upon the Administrative Agent, without further inquiry
in respect of any amendments or waivers agreed to by the Administrative Agent
and which the Administrative Agent has confirmed have been agreed to by the
Majority Lenders; provided further, however, that no amendment, waiver or
consent, unless in writing and signed by all of the Lenders shall: (i) increase
the Commitment of any Lender or subject any Lender to any additional obligation;
(ii) reduce the principal of, or interest on, the Advances or reduce any fees
hereunder; (iii) postpone any date fixed for any payment of principal of, or
interest on, the Advances or any other amounts payable hereunder; (iv) change
the Global Rateable Portion of any Lender except for adjustments thereto made by
the Administrative Agent in accordance with the terms of this Agreement, or the
aggregate unpaid principal amount of the Advances, or the number of Lenders
which shall be required for the Lenders to take any action hereunder; (v) amend
the definition of Majority Lenders; (vi) amend or release any Guarantee, except
to the extent that a release of a Guarantee may be effected pursuant to a
transaction subject to Section 13.12 or is otherwise authorized pursuant to the
terms of this Agreement and except to the extent


<PAGE>
                                     -110-


that an amendment, as determined by the Administrative Agent and Lenders'
Counsel, each acting reasonably, does not materially impair the enforceability
of such Guarantee; or (vii) amend this Section 13.5; and provided, further, that
no amendment, waiver or consent, unless in writing and signed by the
Administrative Agent, Swing Line Lender, Issuing Bank or Consent Facility Agent,
as applicable, in addition to the Lenders required herein above to take such
action, affects the rights or duties of the Administrative Agent, Swing Line
Lender, Issuing Bank or Consent Facility Agent, as applicable, under this
Agreement or any Advance. A waiver of any breach of any term or provision of
this Agreement shall be limited to the specific breach waived.

13.6    Governing Law

This Agreement shall be governed by and construed in accordance with the laws of
the Province of Ontario and the laws of Canada applicable therein. The Agents,
Lenders and Borrowers agree that any legal suit, action or proceeding arising
out of this Agreement or any Loan Document may be instituted in the courts of
Ontario, and the Agents, Lenders and Borrowers hereby accept and irrevocably
submit to the nonexclusive jurisdiction of said courts and acknowledge their
competence and agree to be bound by any judgment thereof.

13.7    Further Assurances

Each Obligor shall promptly cure any default in its execution and delivery of
this Agreement or in any of the other instruments referred to or contemplated
herein to which it is a party. Each Obligor, at its expense, will promptly
execute and deliver, or cause to be executed and delivered, to the
Administrative Agent, upon request, all such other and further documents,
agreements, certificates and instruments in compliance with, or accomplishment
of the covenants and agreements of such Obligor hereunder or more fully to state
the obligations of such Obligor as set out herein or to make any recording, file
any notice or obtain any consents, all as may be necessary or appropriate in
connection therewith.

13.8    Enforcement and Waiver by the Lenders

Subject to Section 11.11, the Lenders shall have the right at all times to
enforce the provisions of this Agreement and agreements to be delivered pursuant
hereto in strict accordance with the terms hereof and thereof, notwithstanding
any conduct or custom on the part of the Lenders in refraining from so doing at
any time or times. The failure of the Lenders at any time or times to enforce
their rights under such provisions, strictly in accordance with the same, shall
not be construed as having created a custom in any way or manner, modified or
waived the same. All rights and remedies of the Lenders are cumulative and
concurrent and the exercise of one right or remedy shall not be deemed a waiver
or release of any other right or remedy.

13.9    Execution in Counterparts

This Agreement may be executed in counterparts, each of which shall be
considered an original and all of which taken together shall constitute a single
agreement.


<PAGE>
                                     -111-


13.10   Assignment by the Borrowers

The rights and obligations of the Borrowers under this Agreement are not
assignable to any other Person, except in accordance with Article 7, without the
prior written consent of all of the Lenders, which consent shall not be
unreasonably withheld.

13.11   Assignments and Transfers by a Lender

(a)     With the prior written consent of the Administrative Agent and
Celestica, such consent not to be unreasonably withheld or delayed, any Lender
may, at any time, assign all or any of its rights and benefits hereunder or
transfer in accordance with Section 13.11(b) all or any of its rights, benefits
and obligations hereunder; provided that in the event that such assignment would
give rise to a claim for increased costs pursuant to Article 5, it shall not be
unreasonable for Celestica to withhold its consent to such assignment. Any
assignment or transfer shall be with respect to a minimum Commitment of U.S.
$10,000,000 and integral multiples of U.S. $1,000,000 in excess thereof. A
lesser amount may be assigned or transferred by any Lender if such amount
represents the remaining balance of such Lender's Commitment. Notwithstanding
the foregoing, the consent of the Administrative Agent and Celestica is not
required in connection with the assignment or transfer of all or any of the
rights, benefits and obligations hereunder (i) to any Subsidiary or Affiliate of
a Lender or to any other Lender hereunder provided that notice is given to the
Administrative Agent and Celestica, and provided that, in either case, any such
assignment or transfer does not give rise to a claim for increased costs
pursuant to Article 5 or any obligation on the part of an Obligor to deduct or
withhold any Taxes from or in respect of any sum payable hereunder to the
Administrative Agent or the Lenders, in either case, in excess of what would
have been the case without such assignment, or such assignee waives the rights
to any benefits under Section 5.8; or (ii) to any financial institution if an
Event of Default has occurred and is continuing.

(b)     If any Lender assigns all or any of its rights and benefits hereunder in
accordance with Section l3.11(a), then, unless and until the assignee has agreed
with the Administrative Agent and the other Lenders (in a Transfer Notice or
otherwise) that it shall be under the same obligations towards each of them as
it would have been under if it had been an original party hereto as a Lender,
none of the Administrative Agent or any of the other Lenders or the Borrowers
shall be obliged to recognize such assignee as having the rights against each of
them which it would have had if it had been such a party hereto.

(c)     If any Lender wishes to assign all or any of its rights, benefits and/or
obligations hereunder as contemplated in Section 13.11(a), then such transfer
may be effected upon:

(i)     receipt of the written consent of the Administrative Agent and Celestica
as referred to in Section 13.11(a) delivered to the relevant assignee by the
Administrative Agent unless an Event of Default has occurred and is continuing
in which case consent of Celestica shall not be required;


<PAGE>
                                     -112-


(ii)    the delivery to and countersignature by the relevant Lender of a duly
completed and duly executed Transfer Notice; and

(iii)   if any Lender wishes to assign any of its rights, benefits and/or
obligations hereunder to a financial institution which is not a Lender or a
Subsidiary or Affiliate of a Lender, such Lender shall have paid to the
Administrative Agent a fee in the amount of U.S. $3,500;

in which event, on the later of the effective date, if any, specified in such
Transfer Notice and the fifth Banking Day after the date of delivery of such
Transfer Notice to the Administrative Agent (unless the Administrative Agent
agrees to a shorter period):

(iv)    to the extent that in such Transfer Notice the Lender party thereto
seeks to transfer its rights and obligations hereunder, each of the Obligors and
such Lender shall be released from further obligations towards one another
hereunder and their respective rights against one another shall be cancelled
(such rights and obligations being referred to in this Section 13.11(c) as
"discharged rights and obligations");

(v)     each of the Obligors and the assignee party thereto shall assume
obligations towards one another and/or acquire rights against one another which
differ from such discharged rights and obligations only insofar as such Obligor
and such Assignee have assumed and/or acquired the same in place of such Obligor
and such Lender; and

(vi)    the Administrative Agent, such assignee and the other Lenders shall
acquire the same rights and assume the same obligations between themselves as
they would have acquired and assumed had such assignee been an original party
hereto as a Lender with the rights and/or obligations acquired or assumed by it
as a result of such transfer.

(d)     Each of the parties hereto confirms that:

(i)     the delivery to an assignee of a Transfer Notice signed by a Lender
constitutes an irrevocable offer (subject to the conditions of Section 13.11(c))
by each of the parties hereto to accept such transferee (subject to the
conditions set out herein) as a Lender party hereto with the rights and
obligations so expressed to be transferred;

(ii)    such offer may be accepted by such assignee by the execution of such
Transfer Notice by such assignee and upon fulfilment of the conditions set forth
in Section 13.11(c); and

(iii)   the provisions of this Agreement shall apply to the contract between the
parties thereto arising as a result of acceptance of such offer.

(e)     The Administrative Agent shall not be obliged to accept any Transfer
Notice received by it hereunder and no such Transfer Notice may take effect on
any day on or after the receipt by the Administrative Agent of a Drawdown Notice
and prior to the date for the making of the proposed Advance.


<PAGE>
                                     -113-


(f)     No transfer pursuant to this Section 13.11 shall, unless the
Administrative Agent otherwise decides in its absolute discretion and notifies
the parties to such transfer accordingly, be effective if the date for
effectiveness of such transfer on the day on which the Administrative Agent
receives the applicable Transfer Notice is on, or less than five Banking Days
before, the day for the payment of any interest or fee hereunder.

(g)     Any Lender may participate all or any part of its interest hereunder,
provided that any such participation does not give rise to a claim for increased
costs pursuant to Article 5 or any obligation on the part of an Obligor to
deduct or withhold any Taxes from or in respect of any sum payable hereunder to
an Agent or the Lenders, or such Lender and participant waive the right to any
benefits under Section 5.8 and, in such case, notice of such participation has
been given to the Administrative Agent and Celestica. Such participant shall not
be entitled to any vote as a Lender. The Borrowers shall not be obligated to
deal with any participant and shall be entitled to deal solely with the Lender
and the Lender shall not be released from any of its obligations to the
Borrowers as a result of such participation except to the extent that the
participant has fulfilled such obligations. Such participants shall be bound to
the same confidentiality provisions with respect to the Facility, the Borrowers
and the Guarantors as are applicable to the Lenders.

13.12   Certain Requirements in Respect of Merger, Etc.

No Borrower shall, and the Borrowers shall not permit any Restricted Subsidiary
(in each case, a "Predecessor Corporation") to, enter into any transaction
(whether by way of liquidation, dissolution, amalgamation, merger, transfer,
sale or otherwise) whereby all or substantially all of its undertaking, property
and assets would become the property of any other Person or, in the case of any
such amalgamation or merger, of the continuing company resulting therefrom, or
whereby the obligation of the Predecessor Corporation to pay amounts under this
Agreement would become subject to novation or assumed or undertaken by any other
such Person or continuing company (a "Corporate Reorganization"), provided that
it may do so (and if the Predecessor Corporation is a Borrower or a Material
Restricted Subsidiary such Person or continuing company shall become a party to
this Agreement or to the Guarantee provided by such Material Restricted
Subsidiary, as the case may be) if:

(a)     such other Person or continuing company (herein referred to as a
"Successor Corporation") is a Borrower or Restricted Subsidiary;

(b)     where required in the reasonable opinion of Lenders' Counsel, a
Successor Corporation which is a Borrower or Material Restricted Subsidiary
shall execute and/or deliver to the Agent an agreement supplemental hereto or to
the Guarantee or Guarantees executed by a Predecessor Corporation or Predecessor
Corporations, as the case may be, in form reasonably satisfactory to the
Administrative Agent and execute and/or deliver such other instruments, if any,
which to the reasonable satisfaction of the Administrative Agent and in the
opinion of Lenders' Counsel are necessary to evidence (i) the assumption by the
Successor Corporation of liability under each Loan Document to which the
Predecessor Corporation is a party for the due and punctual


<PAGE>
                                     -114-


payment of all money payable by the Predecessor Corporation thereunder, and (ii)
the covenant of the Successor Corporation to pay the same and (iii) the
agreement of the Successor Corporation to observe and perform all the covenants
and obligations of the Predecessor Corporation under each Loan Document to which
the Predecessor Corporation was a party and to be bound by all the terms of each
such Loan Document so far as they relate to the Predecessor Corporation which
instruments, if any, shall be in form reasonably satisfactory to the
Administrative Agent;

(c)     such transaction would not have a Material Adverse Effect;

(d)     all Other Taxes payable as a result of such transaction have been paid;

(e)     such transaction will not result in any claim for increased costs
pursuant to Section 5.5 or result in any Tax being levied on or payable by the
Administrative Agent or any Lender (except for Taxes on the overall net income
or capital of the Administrative Agent or a Lender provided there is no increase
in such Taxes as a result of such transaction);

(f)     such transaction will not cause, or have the result of the
Administrative Agent, the Lenders or any of them being in default under,
noncompliance with, or violation of, any Applicable Law;

(g)     an opinion of Borrowers' counsel substantially in the form and as to
matters addressed in the opinion of Borrowers' Counsel delivered pursuant to
Section 6.1 shall have been delivered to the Administrative Agent;

(h)     each of the covenants set forth in Section 9.3 shall be satisfied on an
actual and pro forma basis after giving effect to such transaction; and

(i)     no Default or Event of Default shall have occurred and be continuing or
will occur as a result of such transaction.

Sections 13.12(a), (b) and (g) shall not apply to the respective liquidation or
dissolution of Celestica Ireland B.V. and Celestica Power Systems USA Inc.

This Section 13.12 shall not apply to permit any consolidation, amalgamation or
merger by or of Celestica unless, as the result thereof, the Successor
Corporation is Celestica.

A Successor Corporation shall not be required to comply with Section 13.12(b)
and (g) in respect of a Corporate Reorganization where one or more of the
participants in the subject Corporate Reorganization is a Predecessor
Corporation which is a Borrower or Restricted Subsidiary existing under the laws
of an Exempted Jurisdiction and which, prior to the completion of such Corporate
Reorganization, delivered a Guarantee in accordance with Section 9.1(m) (i) and
the Guarantee delivered by such Predecessor Corporation (the "Predecessor
Guarantee") has not been terminated or released. In this paragraph, "Exempted
Jurisdiction" means:


<PAGE>
                                     -115-


(i)     the Province of Ontario, unless, following the date hereof, the laws of
such Province change in a manner that would adversely affect the enforceability
of the Predecessor Guarantee against the Successor Corporation;

(ii)    Canada, unless following the date hereof, the laws of Canada or the laws
of the Province of Canada which govern such Guarantee change in a manner that
would adversely affect the enforceability of the Predecessor Guarantee against
the Successor Corporation; and

(iii)   the State of Delaware, unless, following the date hereof, the laws of
such State change in a manner that would adversely affect the enforceability of
the Predecessor Guarantee against the Successor Corporation.

13.13   Location of Lenders

Unless otherwise agreed between the Administrative Agent and Celestica, each
Lender shall be resident in, or have a branch, Subsidiary or Affiliate in each
of Canada, the United States of America and the United Kingdom and each Lender
or a Subsidiary or Affiliate thereof shall be a Canadian Lender, a U.S. Lender
and a U.K. Lender. In respect of any Lender which assigns or shares part of its
Commitment with an Affiliate or Subsidiary, the provisions of Article 11
relating to the appointment and authorization of the Administrative Agent and
the indemnification of the Agents shall apply equally to each such Affiliate and
Subsidiary.

13.14   Set-Off

If an Event of Default has occurred, each Agent and Lender shall have the right
to set off against any accounts, credits or balances maintained by the Obligors
with any Agent or any Lender, any amount due hereunder.

13.15   Time of the Essence

Time shall be of the essence in this Agreement.

13.16   Advertisements

The Administrative Agent and the Lenders agree that prior to any advertisement
with respect to this transaction, the Administrative Agent shall obtain the
written consent of Celestica as to the form and content of such advertisement,
such consent not to be reasonably withheld and to be provided as soon as
practicable.

13.17   Designation

Celestica, as issuer pursuant to the Indenture dated as of November 18, 1996
originally among Celestica International Inc. as issuer and Celestica Inc. and
Celestica Corporation as guarantors (the "Trust Indenture"), as amended, hereby
designates the Facility and all Advances made under


<PAGE>
                                     -116-


this Agreement as "Designated Senior Debt" in accordance with the terms of the
Trust Indenture, subject to the consent of the lenders under the Senior
Unsecured Credit Agreement.



IN WITNESS WHEREOF the parties hereto have executed this Agreement.

               THE BANK OF NOVA SCOTIA,as Administrative Agent

               By:    /s/ Robert Hosie
                      ----------------------------------------
                      Name:  Robert Hosie

                      Title: Managing Director



               By:    /s/ Paul Phillips
                      ----------------------------------------
                      Name:  Paul Phillips

                      Title: Director



               THE BANK OF NOVA SCOTIA,as Canadian Facility Agent

               By:    /s/ Robert Hosie
                      ----------------------------------------
                      Name:  Robert Hosie

                      Title: Managing Director



               By:    /s/ Paul Phillips
                      ----------------------------------------
                      Name:  Paul Phillips

                      Title: Director



               THE BANK OF NOVA SCOTIA,as U.S. Facility Agent

               By:    /s/ Liz Hanson
                      ----------------------------------------


<PAGE>
                                     -117-


                      Name:  Liz Hanson

                      Title: Director











               THE BANK OF NOVA SCOTIA,as U.K. Facility Agent

               By:    /s/ Roger Ellis
                      ----------------------------------------
                      Name:  Roger Ellis

                      Title: Managing Director





               By:    /s/ David Giles
                      ----------------------------------------
                      Name:  David Giles

                      Title: Director



               CELESTICA INC.

               By:

                      Name:  1

                      Title: 1

               By:

                      Name:  1

                      Title: 1




<PAGE>
                                     -118-


DESIGNATED SUBSIDIARIES

               CELESTICA INTERNATIONAL INC.

               By:

                      Name:  1

                      Title: 1

               By:

                      Name:  1

                      Title: 1



               CELESTICA CORPORATION

               By:

                      Name:  1

                      Title: 1

               By:

                      Name:  1

                      Title: 1



               CELESTICA (U.S.) INC.

               By:

                      Name:  1

                      Title: 1

               By:


<PAGE>
                                     -119-


                      Name:  1

                      Title: 1



               CELESTICA LIMITED

               By:

                      Name:  1

                      Title: 1

               By:

                      Name:  1

                      Title: 1





               THE BANK OF NOVA SCOTIA,as Canadian Lender

               By:    /s/ Robert Miret
                      ----------------------------------------
                      Name:  Robert Miret

                      Title: Managing Director

               By:    /s/ Paul Phillips
                      ----------------------------------------
                      Name:  Paul Phillips

                      Title: Director



               THE BANK OF NOVA SCOTIA,as U.S. Lender

               By:

                      Name:  1


<PAGE>
                                     -120-


                      Title: 1

               By:

                      Name:  1

                      Title: 1



               SCOTIABANK EUROPE PLC,as U.K. Lender

               By:    /s/ David Giles
                      ----------------------------------------
                      Name:  David Giles

                      Title: Director

               By:    /s/ Simon Tannett
                      ----------------------------------------
                      Name:  Simon Tannett

                      Title: Associate







               CANADIAN IMPERIAL BANK OF COMMERCE,as Canadian Lender

               By:    /s/ Vlada Dekina
                      ----------------------------------------
                      Name:  Vlada Dekina

                      Title: Director



               CIBC INC.,as U.S. Lender

               By:    /s/ Howard Palmer
                      ----------------------------------------
                      Name:  Howard Palmer


<PAGE>
                                     -121-


                      Title: Executive DirectorCIBC World Markets Corp.,
                             as agent



               CANADIAN IMPERIAL BANK OF COMMERCE, LONDON BRANCH,as U.K. Lender

               By:    /s/ Vlada Dekina
                      ----------------------------------------
                      Name:  Vlada Dekina

                      Title: Director







               ABN-AMRO BANK CANADA,as Canadian Lender

               By:    /s/ Lawrence J. Maloney
                      ----------------------------------------
                      Name:  Lawrence J. Maloney

                      Title: Senior Vice President

               By:    /s/ Rick Van Waterschoot
                      ----------------------------------------
                      Name:  Rick Van Waterschoot

                      Title: Vice President



               ABN-AMRO BANK N.V.,as U.S. Lender

               By:    /s/ Lawrence J. Maloney
                      ----------------------------------------
                      Name:  Lawrence J. Maloney

                      Title: Senior Vice President

               By:    /s/ Rick Van Waterschoot
                      ----------------------------------------
                      Name:  Rick Van Waterschoot


<PAGE>
                                     -122-


                      Title: Vice President



               ABN-AMRO BANK N.V.,as U.K. Lender

               By:    /s/ Lawrence J. Maloney
                      ----------------------------------------
                      Name:  Lawrence J. Maloney

                      Title: Senior Vice President

               By:    /s/ Rick Van Waterschoot
                      ----------------------------------------
                      Name:  Rick Van Waterschoot

                      Title: Vice President





               BANK OF MONTREAL,as Canadian Lender

               By:    /s/ Sean Gallaway
                      ----------------------------------------
                      Name:  Sean Gallaway

                      Title: Associate Asset Portfolio Management









               BANK OF MONTREAL,as U.S. Lender

               By:    /s/ Bruce A. Pietka
                      ----------------------------------------
                      Name:  Bruce A. Pietka

                      Title: Director


<PAGE>
                                     -123-








               BANK OF MONTREAL,as U.K. Lender

               By:    /s/ Sean Gallaway
                      ----------------------------------------
                      Name:  Sean Gallaway

                      Title: Associate Asset Portfolio Management











               ROYAL BANK OF CANADA,as Canadian Lender

               By:    /s/ Tom Fairbrother
                      ----------------------------------------
                      Name:  Tom Fairbrother

                      Title: Senior Account Manager

               By:    /s/ Sandra Lokoff
                      ----------------------------------------
                      Name:  Sandra Lokoff

                      Title: Senior Manager



               ROYAL BANK OF CANADA,as U.S. Lender

               By:    /s/ Sheryl L. Greenberg
                      ----------------------------------------


<PAGE>
                                     -124-


                      Name:  Sheryl L. Greenberg

                      Title: Senior Manager









               ROYAL BANK OF CANADA,as U.K. Lender

               By:    /s/ Tom Fairbrother
                      ----------------------------------------
                      Name:  Tom Fairbrother

                      Title: Senior Account Manager

               By:    /s/ Sandra Lokoff
                      ----------------------------------------
                      Name:  Sandra Lokoff

                      Title: Senior Manager







               BANK OF AMERICA CANADA,as Canadian Lender

               By:    /s/ Jeffrey Armitage
                      ----------------------------------------
                      Name:  Jeffrey Armitage

                      Title: Vice President



<PAGE>
                                     -125-







               BANK OF AMERICA N.A.,as U.S. Lender

               By:    /s/ Jacqueline Ho
                      ----------------------------------------
                      Name:  Jacqueline Ho

                      Title: Vice President









               BANK OF AMERICA N.A.,as U.K. Lender

               By:    /s/ Jacqueline Ho
                      ----------------------------------------
                      Name:  Jacqueline Ho

                      Title: Vice President











               NATIONAL WESTMINSTER BANK Plc,as U.S. Lender

               By:    /s/ Robin Slinger
                      ----------------------------------------
                      Name:  Robin Slinger

                      Title: Senior Corporate Manager

               By:    /s/ Stephen David Hall
                      ----------------------------------------


<PAGE>
                                     -126-


                      Name:  Stephen David Hall

                      Title: Senior Corporate Manager



               NATIONAL WESTMINSTER BANK Plc,as U.K. Lender

               By:    /s/ Robin Slinger
                      ----------------------------------------
                      Name:  Robin Slinger

                      Title: Senior Corporate Manager

               By:    /s/ Stephen David Hall
                      ----------------------------------------
                      Name:  Stephen David Hall

                      Title: Senior Corporate Manager



               THE BANK OF NOVA SCOTIA (on its own account and not as agent),as
Canadian Lender in respect of the Commitment of NATIONAL WESTMINSTER BANK Plc

               By:

                      Name:

                      Title:

               By:

                      Name:

                      Title:



               THE TORONTO-DOMINION BANK, as Canadian Lender

               By:    /s/ Grant Wice
                      ----------------------------------------
                      Name:  Grant Wice

                      Title: Vice President




<PAGE>
                                     -127-


               TORONTO-DOMINION (TEXAS), INC., as U.S. Lender

               By:    /s/ Anne Slanis
                      ----------------------------------------
                      Name:  Anne Slanis

                      Title: Vice President



               THE TORONTO-DOMINION BANK, as U.K. Lender

               By:    /s/ H.M. Baker
                      ----------------------------------------
                      Name:  H.M. Baker

                      Title: Vice President