<Page>

                      AMENDED AND RESTATED CREDIT AGREEMENT

             CELESTICA INC. AND THE SUBSIDIARIES DESIGNATED HEREIN,
                                  AS BORROWERS

                                     - AND -

                            THE BANK OF NOVA SCOTIA,
                             AS ADMINISTRATIVE AGENT

                                     - AND -

                            THE BANK OF NOVA SCOTIA,
                           AS CANADIAN FACILITY AGENT

                                     - AND -

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

                                     - AND -

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

                                     - AND -

                 THE FINANCIAL INSTITUTIONS NAMED IN SCHEDULE A,
                               AS CANADIAN LENDERS

                                     - AND -

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

                                     - AND -

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

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

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

                             MADE AS OF JUNE 8, 2001

<PAGE>

                                TABLE OF CONTENTS

                                    ARTICLE 1

                                 INTERPRETATION

<TABLE>

   <S>      <C>                                                                             <C>

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

                                    ARTICLE 2

                                  THE FACILITY

<TABLE>

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


<PAGE>
                                     -ii-

                                    ARTICLE 3

                                LETTERS OF CREDIT
<TABLE>

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

                                    ARTICLE 4

                    BANKERS' ACCEPTANCES AND ACCEPTANCE NOTES

<TABLE>

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

                                    ARTICLE 5

                   CHANGE OF CIRCUMSTANCES AND INDEMNIFICATION

<TABLE>

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

                                    ARTICLE 6

                        CONDITIONS PRECEDENT TO DRAWDOWN

<TABLE>

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



<PAGE>
                                     -iii-

<TABLE>

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

                                    ARTICLE 7

                       PROVISIONS RELATING TO SUBSIDIARIES

<TABLE>

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

                                    ARTICLE 8

                         REPRESENTATIONS AND WARRANTIES

<TABLE>

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

                                    ARTICLE 9

                                    COVENANTS

<TABLE>

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

                                   ARTICLE 10

                            DEFAULT AND ACCELERATION

<TABLE>

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

                                   ARTICLE 11

                  THE AGENTS AND ADMINISTRATION OF THE FACILITY

<TABLE>

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



<PAGE>
                                     -iv-


<TABLE>

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

                                   ARTICLE 12

                       COSTS, EXPENSES AND INDEMNIFICATION

<TABLE>

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

                                   ARTICLE 13

                                     GENERAL

<TABLE>

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


</TABLE>


<PAGE>

                      AMENDED AND RESTATED CREDIT AGREEMENT

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

B E T W E E N:



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

                                                              OF THE FIRST PART,

                                     - and -

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

                                                             OF THE SECOND PART,

                                     - and -

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

                                                              OF THE THIRD PART,

                                     - and -

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

                                                             OF THE FOURTH PART,

                                     - and -

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

                                                              OF THE FIFTH PART,

                                     - and -

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

                                                              OF THE SIXTH PART,
<PAGE>
                                      -2-

                                     - and -

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

                                                            OF THE SEVENTH PART,
                                     - and -

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

                                                             OF THE EIGHTH PART,

                                     - and -

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

                                                              OF THE NINTH PART.

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

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

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

                                   ARTICLE 1

                                 INTERPRETATION

1.1            DEFINITIONS

               In this Agreement:

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

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


<PAGE>
                                      -3-


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

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

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

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

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

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

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

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

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

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

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

        "ARM'S LENGTH" has the meaning ascribed thereto under the INCOME TAX ACT
        (Canada) in effect as of the date hereof;

<PAGE>
                                      -4-


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

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

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

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

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

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

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

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

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

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

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

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

<PAGE>
                                      -5-


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

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

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

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

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

        "BASE RATE CANADA" means, on any day on which such rate is determined,
        the greater of (i) the variable rate of interest per annum, expressed on
        the basis of a year of 365 or 366 days, as the case may be, established
        or quoted from time to time by the Administrative Agent as the reference
        rate of interest then in effect for determining interest rates on United
        States Dollar denominated commercial loans made by it in Canada; and
        (ii) the Federal Funds Effective Rate plus 1/2 of 1% per annum;

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

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

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

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

        "BUSINESS" means the business of:

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


<PAGE>
                                      -6-


                boards, printed circuit board assembly, backplanes,
                electro-mechanical sub-assembly, memory modules, photonics,
                opto-electronic assembly, full system assembly, product testing,
                quality assurance, failure analysis and other related
                manufacturing services;

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

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

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

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

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

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

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

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

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


<PAGE>
                                      -7-


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

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

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

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

        "CASH EQUIVALENTS" means:

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

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

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

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

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

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


<PAGE>
                                      -8-


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

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

                  (B)   any Lender;

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

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

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

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

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

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

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

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


<PAGE>
                                      -9-


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

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

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

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

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

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

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

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

        "CLOSING DATE" means June 8, 2001;

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

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

        "COMMITMENT" means the commitment of each Lender to loan a portion of
        the aggregate amount of the Facility, in the amount set opposite its
        name in Schedule D;

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

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


<PAGE>
                                      -10-


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

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

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

        "CONTROL" means, with respect to control of a body corporate by a
        Person, the holding (other than by way of security only) by or for the
        benefit of that Person, or Affiliates of that Person of securities of
        such body corporate or the right to vote or direct the voting of
        securities of such body corporate to which, in the aggregate, are
        attached more than 50% of the votes that may be cast to elect directors
        of the body corporate, provided that the votes attached to those
        securities are sufficient, if exercised, to elect a majority of the
        directors of the body corporate;

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

        "CONVERSION"  means the  conversion  of one type of Advance into another
        type of Advance pursuant to Section 2.14;

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

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

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

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

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


<PAGE>
                                      -11-


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

        "DEUTSCHE MARKS" means the lawful currency of Germany;

        "DISBURSEMENT" has the meaning specified in Section 3.4;

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

        "DRAWDOWN" means a drawdown of an Advance;

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

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

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

        (a)     Net Income for such period;

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

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

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

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

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

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

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

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


<PAGE>
                                      -12-


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

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

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

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

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

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

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

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

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

        "EQUIVALENT AMOUNT" on any given date in one currency (the "FIRST
        CURRENCY") of any amount denominated in another currency (the "SECOND
        CURRENCY") means the amount of


<PAGE>
                                      -13-


        the first currency which could be purchased with such amount of the
        second currency at the rate of exchange quoted by the Administrative
        Agent at 10:00 a.m. (Toronto time) on such date for the purchase of the
        first currency with the second currency;

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

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

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

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

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

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

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

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

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

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

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

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

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

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


<PAGE>
                                      -14-


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

        "FINAL MATURITY DATE" means July 7, 2003;

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

        "FRENCH FRANCS" means the lawful currency of France;

        "GAAP" has the meaning specified in Section 1.7;

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

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

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

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

        "INDEBTEDNESS" of any Person means, without duplication:

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

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

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

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


<PAGE>
                                      -15-


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

        (f)     all Contingent Liabilities of such Person; and

        (g)     any Acquired Indebtedness.

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

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

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

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

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

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

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

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

<PAGE>
                                      -16-


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

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

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

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

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

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

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

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

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

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

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

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

        (b)     if a rate cannot be determined under paragraph (a) above, the
                rate determined by the Administrative Agent to be the arithmetic
                average (rounded up if necessary, to


<PAGE>
                                      -17-


                the nearest 1/16 of 1%) of such rates as reported on the display
                page designated as the page (or any replacement page) for the
                offering of deposits in the currency in which the LIBOR Advance
                is requested (for example, the LIBO page in the case of United
                States Dollars) by Reuters Money Market Service (or its
                successor) for a period equal to or comparable to the Interest
                Period and in an amount comparable to the Advance at or about
                10:00 a.m. (London, England time) on the applicable Rate Fixing
                Day provided that at least two such rates are reported on such
                page; or

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

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

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

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

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

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


<PAGE>
                                      -18-


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

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

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

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

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

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

        "MATERIAL RESTRICTED SUBSIDIARY" means (i) each Designated Subsidiary
        and (ii) any other Restricted Subsidiary of Celestica whose assets total
        greater than U.S. $150,000,000 on an unconsolidated basis on the date
        referenced in the most recently delivered set of financial statements
        delivered pursuant to Section 9.1(a)(ii); provided, however, that the
        unconsolidated assets of all Restricted Subsidiaries which are not
        Material Restricted Subsidiaries shall not exceed, on the date
        referenced in such financial statements, in the aggregate, ten per cent
        (10%) of the consolidated assets of the Borrowers and the Restricted
        Subsidiaries on such date, and in the event that the unconsolidated
        assets of all Restricted Subsidiaries which are not Material Restricted
        Subsidiaries exceeds, on the date referenced in such financial
        statements, in the aggregate, ten percent (10%) of the consolidated
        assets of the Borrowers and Restricted Subsidiaries, Celestica shall set
        out in a schedule to the Officer's Certificate to be delivered in
        accordance with Section 9.1(a)(iii) the Restricted Subsidiaries which it
        wishes to designate as Material Restricted Subsidiaries such that
        unconsolidated assets of all of the Restricted Subsidiaries which are
        not Material Restricted Subsidiaries shall not exceed ten per cent (10%)
        of the consolidated assets of the Borrowers and Restricted Subsidiaries
        on such date;

        "MEMBER STATE" means a country which:

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


<PAGE>
                                      -19-


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

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

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

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

            (i)   the outstanding monetary Obligations at such time;

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

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

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

            (v)   any Acquired Indebtedness outstanding at such time;

        plus

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

        exceeds the aggregate of

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

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

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


<PAGE>
                                      -20-


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

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

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

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

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

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

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

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

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

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

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

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

<PAGE>
                                      -21-


        "PENSION PLAN" means:

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

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

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

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

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

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


<PAGE>
                                      -22-


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

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

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

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

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

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

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

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


<PAGE>
                                      -23-


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

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

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

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

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

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

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

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

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

<PAGE>
                                      -24-


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

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

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

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

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

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

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

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

        "PRIME RATE" means the greater of (i) the variable rate of interest per
        annum, expressed on the basis of a year of 365 or 366 days, as the case
        may be, established or quoted from time to time by the Administrative
        Agent as the reference rate of interest then in effect for determining
        interest rates on Canadian Dollar denominated commercial loans made by
        it in Canada and (ii) the sum of (x) the rate per annum for Canadian
        Dollar bankers'


<PAGE>
                                      -25-


        acceptances having a term of 30 days that appears on the display page
        designated as the CDOR Page (or any replacement page) by Reuters Money
        Market Service (or its successor) as of 10:00 a.m. on the date of
        determination as reported by the Agent, and (y) 1/2 of 1% per annum;

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

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

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

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

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

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

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

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

        "RELEVANT FACILITY AGENT" means:

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

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

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


<PAGE>
                                      -26-


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

        and "FACILITY AGENT" means any one of them;

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

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

        "ROLLOVER" means a rollover of a LIBOR Advance or a Bankers' Acceptance
        pursuant to and in accordance with Sections 2.11, 4.4 and 4.5;

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

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

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

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

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

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


<PAGE>
                                      -27-


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

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

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

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

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

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

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

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


<PAGE>
                                      -28-


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

        (a)     capital stock;

        (b)     preferred stock;

        (c)     paid-in capital; and

        (d)     retained earnings;

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

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

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

        (g)     goodwill and other intangibles; and

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

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

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

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

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

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

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


<PAGE>
                                      -29-


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

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

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

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

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

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

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

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

1.2             HEADINGS


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

1.3             USE OF DEFINED TERMS

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


<PAGE>
                                      -30-


1.4             EXTENDED MEANINGS

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

1.5             CROSS REFERENCES

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

1.6             REFERENCE TO AGENT OR LENDERS

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

1.7             ACCOUNTING TERMS

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

1.8             CONSOLIDATED FINANCIAL STATEMENTS AND CONSOLIDATED ACCOUNTS

                Notwithstanding Section 1.7, wherever in this Agreement
reference is made to a consolidated financial statement of Celestica or to a
determination to be made on a consolidated basis, such reference shall be deemed
to be to a consolidated financial statement or consolidated basis, determined in
accordance with GAAP, which consolidates only the financial statements or
accounts of Celestica and its Subsidiaries, excluding all Unrestricted
Subsidiaries, with investments by Celestica or any Restricted Subsidiary in
Unrestricted Subsidiaries accounted for


<PAGE>
                                      -31-


using equity accounting. At any time that Celestica and all Restricted
Subsidiaries have no Unrestricted Subsidiaries, all references to consolidated
financial statements herein shall be deemed to be references to the fully
consolidated financial statements of Celestica.

1.9             NON-BANKING DAYS

                Except as otherwise specified herein, whenever any payment to be
made hereunder shall be stated to be due or any action to be taken hereunder
shall be stated to be required to be taken on a day other than a Banking Day,
such payment shall be made or such action shall be taken on the next succeeding
Banking Day and, in the case of the payment of any monetary amount, the
extension of time shall be included for the purposes of computation of interest
or fees thereon.

1.10            REFERENCES TO TIME OF DAY

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

1.11            SEVERABILITY

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

1.12            CURRENCY

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

1.13            REFERENCES TO STATUTES

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

1.14            REFERENCES TO AGREEMENTS

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


<PAGE>
                                      -32-


1.15            CONSENTS AND APPROVALS

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

1.16            SCHEDULES

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

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

                                   ARTICLE 2

                                  THE FACILITY

2.1             ESTABLISHMENT OF THE FACILITY

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

2.2             PURPOSE

        (a)     The Facility is being made available to the Borrowers by the
                Lenders for the business and operations of the Borrowers and
                their respective Restricted Subsidiaries, including, without
                limitation and for greater certainty, to finance



<PAGE>
                                      -33-


                acquisitions of companies which, after the acquisition thereof,
                will become Restricted Subsidiaries or assets which, after the
                acquisition thereof, will be owned by Celestica or a Restricted
                Subsidiary and for commercial paper support.

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

2.3             TERM AND AVAILABILITY OF ADVANCES

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

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

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

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

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

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

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

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


<PAGE>
                                      -34-


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

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

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

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

                Each Drawdown shall be made by irrevocable Drawdown Notice,
which Drawdown Notice shall be given by Celestica or any Canadian Designated
Subsidiary to the Canadian Facility Agent, by any U.S. Designated Subsidiary to
the U.S. Facility Agent, by a U.K. Designated Subsidiary to the U.K. Facility
Agent, by any Consent Designated Subsidiary to the Relevant Consent Facility
Agent (and to such other Person as may be agreed between the Administrative
Agent and Celestica), not later than (x) 10:00 a.m. Toronto, Canada time on the
Banking Day prior to the relevant Drawdown Date in the case of Prime Rate
Advances, Bankers Acceptance Advances, Base Rate Canada Advances and Base Rate
Advances, (y) 10:00 a.m. London, England time on the Banking Day prior to the
relevant Drawdown Date in the case of a LIBOR Advance in Pounds Sterling, and
(z) 10:00 a.m. London, England time and 10:00 a.m. New York, New York time on
the third Banking Day prior to the relevant Drawdown Date in the case of a LIBOR
Advance in United States Dollars. The Facility shall be a revolving credit
facility and the Borrowers may borrow, repay and reborrow the Facility as they
see fit, but subject to the terms of this Agreement, at any time prior to the
Final Maturity Date, and the Borrowers shall have the right to convert one
currency into another as they see fit, but subject to the terms of this
Agreement, subject to the manner in which the Facility is available to each
Borrower as set out in subsections (a) to (j) above. The Facility shall
terminate on the Final Maturity Date. A Borrower may not make a Drawdown under
the Facility if, as a result of such Drawdown, the sum of (i) the Equivalent
Amount, expressed in United States Dollars, of the aggregate principal amount of
all Prime Rate Advances and Acceptance Notes outstanding under the Facility,
plus (ii) the Equivalent Amount, expressed in United States Dollars, of the
aggregate Face Amount of all Bankers' Acceptances outstanding under the
Facility, plus (iii) the Equivalent Amount, expressed in United States Dollars,
of the maximum amount which may be drawn under all Letters of Credit outstanding
under the Facility, plus (iv) the Equivalent Amount,


<PAGE>
                                      -35-


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

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

2.4             LENDERS' OBLIGATIONS

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

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

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

2.5             REPAYMENT OF ADVANCES BY FORMER DESIGNATED SUBSIDIARIES

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


<PAGE>
                                      -36-


2.6             REPAYMENT OF FACILITY

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

        (b)     Provided  that the  Facility  is not prepaid or  accelerated  in
                accordance  with  Article  10,  each  Borrower  shall  repay the
                principal  amount of all Advances made to it  outstanding  under
                the Facility, together with accrued and unpaid interest thereon,
                on the Final  Maturity Date to the Relevant  Facility Agent and,
                in the event  that the  expiry  date of any  Letter of Credit is
                after the Final Maturity Date,  Celestica shall deposit with the
                Canadian  Facility  Agent,  on behalf of the  Issuing  Bank,  an
                amount  equal to the undrawn  Face Amount of any such issued and
                outstanding  Letter of Credit.  Such amount shall be held by the
                Canadian Facility Agent in an interest-bearing account and shall
                be  applied  to  satisfy  Celestica's  obligations  pursuant  to
                Section 3.3(a) in the event that the Issuing Bank is called upon
                by a  beneficiary  to honour a Letter of Credit.  Following  the
                expiry of all such  Letters of  Credit,  the  Canadian  Facility
                Agent shall pay to Celestica the amounts so deposited,  together
                with any  interest  accrued  thereon less any amount paid by the
                Canadian Facility Agent to the Issuing Bank.

        (c)     All repayments of the Facility by the Borrowers shall be in a
                minimum amount equal to the minimum amount of a Drawdown of each
                type of Advance set out in Section 2.3 and amounts in excess
                thereof in integral multiples of U.S. $100,000, or the
                Equivalent Amounts thereof in the currency in which each Advance
                is denominated except in the event of a Rollover of an Advance
                into a lesser amount


<PAGE>
                                      -37-


                than the Advance then outstanding or a repayment pursuant to
                paragraphs (a) and (b) of Section 2.6 which may be in any
                amount. Repayments of any Advance outstanding under the Facility
                shall be made in the currency in which such Advance is
                denominated, provided that from and after January 1, 2002,
                repayments of LIBOR Advances in a Freely Tradeable European
                Currency which is a National Currency Unit shall be made only in
                the Euro Unit.

2.7             PAYMENTS/CANCELLATION OR REDUCTION

                Celestica may at any time, upon giving at least three (3)
Banking Days' prior notice to the Administrative Agent, repay, or cause another
Borrower to repay and, in each case, cancel, any drawn portion of the Facility
or cancel in full or, from time to time, in part, any undrawn portion of the
Facility; provided, however, that:

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

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

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

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

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

2.8             INTEREST ON PRIME RATE ADVANCES

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


<PAGE>
                                      -38-


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

2.9             INTEREST ON BASE RATE CANADA ADVANCES

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

2.10            INTEREST ON BASE RATE ADVANCES

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

2.11            LIBOR ADVANCES

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

<PAGE>
                                      -39-


                Tradeable European Currency. Each Drawdown Notice shall specify
                the applicable Interest Period and the requested currency for
                the LIBOR Advance. The duration of each such Interest Period
                shall be for periods of approximately one, two, three or six
                months (or such other period as may be agreed to by the
                Administrative Agent with the consent of the Majority Lenders),
                as the Borrower requesting such Drawdown, Conversion or Rollover
                may select in the applicable Drawdown Notice, Conversion Notice
                or Rollover Notice. No LIBOR Advance may have an Interest Period
                ending after the Final Maturity Date. If any Interest Period
                would end on a day which is not a Banking Day, such Interest
                Period shall be extended to the next succeeding Banking Day
                unless such next succeeding Banking Day falls in the next
                calendar month, in which case such Interest Period shall be
                shortened to end on the immediately preceding Banking Day.

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

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

<PAGE>
                                      -40-


                and on the last Banking Day of each three-month period
                thereafter, as well as on the last day of the Interest Period.

        (d)     If a LIBOR  Advance to a U.S.  Designated  Subsidiary is neither
                repaid on the last day of an Interest  Period nor converted into
                another type of Advance on such date  pursuant to Section  2.14,
                and if the U.S.  Facility  Agent  has not  received  a  Rollover
                Notice or a Conversion  Notice  specifying  the term of the next
                Interest  Period for such LIBOR  Advance on or before 10:00 a.m.
                (local  time in New York,  New York) on the  third  Banking  Day
                prior to the last day of the then current Interest Period,  then
                the  outstanding  LIBOR Advance shall be deemed to be converted,
                by way  of  Conversion  on the  last  day  of the  then  current
                Interest Period, into a Base Rate Advance.

        (e)     If  a  LIBOR  Advance  to  Celestica  or a  Canadian  Designated
                Subsidiary  is  neither  repaid  on the last day of an  Interest
                Period nor  converted  into another type of Advance on such date
                pursuant to Section 2.14, and if the Canadian Facility Agent has
                not received a Rollover Notice or a Conversion Notice specifying
                the term of the next  Interest  Period for such LIBOR Advance on
                or before 10:00 a.m. on the third  Banking Day prior to the last
                day of the then current  Interest  Period,  then the outstanding
                LIBOR  Advance  shall  be  deemed  to be  converted,  by  way of
                Conversion on the last day of the then current  Interest Period,
                into a Base Rate Canada Advance.

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

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

        (h)     On and after the Commencement Date:

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

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


<PAGE>
                                      -41-


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

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

2.12            METHOD AND PLACE OF PAYMENT

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

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

        (c)     Subject to Section 11.16, each:

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

<PAGE>
                                      -42-


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

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

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

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

2.13            FEES

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

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

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


<PAGE>
                                      -43-


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

2.14            CONVERSION OPTIONS

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

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

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

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

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

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

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


<PAGE>
                                      -44-


                Advance on the last day of the Interest Period of the relevant
                LIBOR Advance by giving the U.S. Facility Agent a Conversion
                Notice no later than 10:00 a.m. (local time in New York, New
                York) one (1) Banking Day prior to the date of the proposed
                Conversion.

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

2.15            EXECUTION OF NOTICES

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

2.16            EVIDENCE OF INDEBTEDNESS

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

2.17            INTEREST ON UNPAID COSTS AND EXPENSES

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


<PAGE>
                                      -45-


overdue amounts payable in Canadian Dollars, or the Base Rate, in the case of
overdue amounts payable in United States Dollars. Such interest shall be
determined daily, compounded quarterly in arrears on each Interest Payment Date
in each year and payable on demand.

2.18            CRIMINAL RATE OF INTEREST

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

2.19            COMPLIANCE WITH THE INTEREST ACT (CANADA)

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

2.20            NOMINAL RATE OF INTEREST

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

                                   ARTICLE 3

                                LETTERS OF CREDIT

3.1             ISSUANCE REQUEST

                By delivering to the Canadian Facility Agent, and the Issuing
Bank an Issuance Request on or before 12:00 noon, Toronto time, Celestica may
request, from time to time prior to the Final Maturity Date and on not less than
three nor more than ten Banking Days' notice, that the Issuing Bank issue an
irrevocable standby letter of credit in such form as may be requested by
Celestica and approved by the Issuing Bank (each a "LETTER OF CREDIT"), in
support of financial obligations of a Restricted Subsidiary incurred in such
Restricted Subsidiary's ordinary course of business and which are described in
such Issuance Request, provided that, if the form of the letter of credit
requested by such Borrower is in a language other than English, Celestica shall
provide to the Canadian Facility Agent and the Issuing Bank not less than ten
nor more than


<PAGE>
                                      -46-


twenty Banking Days notice. Upon receipt of an Issuance Request, the Canadian
Facility Agent shall, within twenty (20) days of the receipt thereof, notify the
Canadian Lenders thereof. Each Letter of Credit shall, by its terms:

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

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

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

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

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

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

3.2             ISSUANCES

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

3.3             OTHER LENDERS' PARTICIPATION

                Each Letter of Credit issued pursuant to Section 3.2 shall,
effective upon its issuance and without further action, be issued on behalf of
all Canadian Lenders (including the Issuing Bank) in their respective Rateable
Portions. Each Canadian Lender shall, to the extent of its Rateable Portion, be
deemed irrevocably to have participated in the issuance of such Letter of


<PAGE>
                                      -47-


Credit and shall be deemed to have purchased from the Issuing Bank its Rateable
Portion of the Face Amount of each Letter of Credit; provided, however, that in
the event that any Letter of Credit is denominated in a currency other than
United States Dollars, each of the Canadian Lenders, other than the Issuing
Bank, shall be deemed to have purchased from the Issuing Bank its Rateable
Portion of the Equivalent Amount, expressed in United States Dollars and
determined on the date of issuance, of such Letter of Credit. Each Canadian
Lender shall be responsible to reimburse promptly the Issuing Bank thereof for
Reimbursement Obligations which have not been reimbursed by a Borrower in
accordance with Section 3.4 or which have been reimbursed by such Borrower but
must be returned, restored or disgorged by such Issuing Bank for any reason and
each Canadian Lender shall, to the extent of its Rateable Portion, be entitled
to receive from the Canadian Facility Agent a Rateable Portion of the LC Fee
received by the Canadian Facility Agent with respect to each Letter of Credit.
In the event that Celestica shall fail to reimburse any Issuing Bank or if for
any reason Advances shall not be made to fund any Reimbursement Obligation, all
as provided in Section 3.4 and in an amount equal to the amount of any drawing
on or by such Issuing Bank under a Letter of Credit by it, or in the event such
Issuing Bank must, for any reason, return, restore or disgorge such
reimbursement, such Issuing Bank shall promptly notify each Canadian Lender of
the unreimbursed amount of such drawing and such Canadian Lender's respective
Rateable Portion of the Face Amount of such Letter of Credit. Each Canadian
Lender shall make available to such Issuing Bank, whether or not any Default
shall have occurred and be continuing, an amount equal to its respective
Rateable Portion of the Face Amount of such Letter of Credit in same day or
immediately available funds at the office of the Issuing Bank specified in such
notice not later than 10:00 a.m. local time on the Banking Day after the date
notified by the Issuing Bank. In the event that any Canadian Lender fails to
make available to such Issuing Bank the amount of such Canadian Lender's
participation in such Letter of Credit as provided herein, such Issuing Bank
shall be entitled to recover such amount on demand from such Canadian Lender
together with interest at a daily rate consistent with market practice. Nothing
in this Section shall be deemed to prejudice the right of any Canadian Lender to
recover from any Issuing Bank any amounts made available by such Canadian Lender
to such Issuing Bank pursuant to this Section in the event that it is determined
by a court of competent jurisdiction that the payment with respect to Letter of
Credit by such Issuing Bank in respect of which payment was made by such
Canadian Lender constituted gross negligence or wilful misconduct on the part of
such Issuing Bank. Each Issuing Bank shall distribute to each other Canadian
Lender which has paid all amounts payable by it under this Section with respect
to any Letter of Credit issued by such Issuing Bank such other Canadian Lender's
Rateable Portion of all payments received by such Issuing Bank from the Borrower
in reimbursement of drawings honoured by Issuing Bank under such Letter of
Credit when such payments are received.

3.4             REIMBURSEMENT

                The Issuing Bank will notify Celestica and the Canadian Facility
Agent promptly following the presentment for payment of any Letter of Credit
which notice shall include the date (a "DISBURSEMENT DATE") such payment shall
be made. Subject to the terms and provisions of such Letter of Credit, the
Issuing Bank shall make such payment to the beneficiary (or its designee) of
such Letter of Credit (each, a "DISBURSEMENT"). Unless Celestica has made



<PAGE>
                                      -48-


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

3.5             DEEMED DISBURSEMENTS

                Upon the declaration by the Administrative Agent that all
Advances are immediately due and payable or are due and payable on demand
pursuant to Section 10.2 or the occurrence of the Final Maturity Date, an amount
equal to any portion of an outstanding and undrawn Letter of Credit shall, at
the election of the Issuing Bank Acting on instructions from the Majority
Lenders, and without demand upon or notice to Celestica, be deemed to have been
paid or disbursed by the Issuing Bank under such Letter of Credit
(notwithstanding that such amount may not in fact have been so paid or
disbursed), and, upon notification by the Issuing Bank to the Canadian Facility
Agent and Celestica of its obligations under this Section, Celestica shall be



<PAGE>
                                      -49-


immediately obligated to reimburse the Issuing Bank for the amount deemed to
have been so paid or disbursed by the Issuing Bank. Any amounts so received by
the Issuing Bank from Celestica pursuant to this Section shall be held as
collateral security for the repayment of Celestica's obligations in connection
with the Letters of Credit issued by the Issuing Bank. At any time when such
Letters of Credit shall terminate pursuant to Section 3.1(c)(i) or be reduced
pursuant to Section 3.1(c)(ii) the obligations of Celestica under this Section
shall be reduced accordingly (subject, however, to reinstatement in the event
any payment in respect of such Letters of Credit is recovered in any manner from
the Issuing Bank), and the Issuing Bank will return to Celestica the amount, if
any, by which (i) the amount deposited by Celestica with the Issuing Bank; (ii)
exceeds the amount applied by the Issuing Bank to any Reimbursement Obligation
of Celestica less the amount of all Reimbursement Obligations of Celestica.

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

3.6             NATURE OF REIMBURSEMENT OBLIGATIONS

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

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

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

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

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

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

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


<PAGE>
                                      -50-


        omitted to be taken by the Issuing Bank in good faith shall be binding
        upon Celestica and shall not subject the Issuing Bank to any resulting
        liability to Celestica.

3.7             INDEMNITY FOR COSTS

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

3.8             FEES

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

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

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

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


<PAGE>
                                      -51-


3.9             ISSUING BANK

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

                                   ARTICLE 4

                    BANKERS' ACCEPTANCES AND ACCEPTANCE NOTES

4.1             FUNDING OF BANKERS' ACCEPTANCES

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

4.2             ACCEPTANCE FEES

                With respect to each draft of Celestica or a Canadian Designated
Subsidiary accepted pursuant hereto, such Borrower shall pay to the Canadian
Facility Agent on behalf of the Canadian Lenders, as the case may be, in
advance, an acceptance fee calculated at the rate per annum, on the basis of a
year of 365 days or 366 days in the case of a leap year, equal to the Applicable
Margin pertaining to the Canadian BA Rate on the face of such Bankers'
Acceptance or the principal amount of an Acceptance Note, as applicable for its
term, being the actual number of days in the period commencing on the date of
acceptance of such Borrower's draft and


<PAGE>
                                      -52-


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

4.3             SAFEKEEPING OF DRAFTS

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

4.4             TERM AND INTEREST PERIODS

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

4.5             PAYMENT ON MATURITY

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


<PAGE>
                                      -53-


Bankers' Acceptance Advance, the Face Amount of the maturing Bankers'
Acceptances and the principal amount of the Acceptance Notes forming part of
such Bankers' Acceptance Advance shall be deemed to be converted to a Prime Rate
Advance on the relevant maturity date.

4.6             WAIVER OF DAYS OF GRACE

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

4.7             SPECIAL PROVISIONS RELATING TO ACCEPTANCE NOTES

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

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

4.8             NO MARKET

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


<PAGE>
                                      -54-


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

                                   ARTICLE 5

                   CHANGE OF CIRCUMSTANCES AND INDEMNIFICATION

5.1             COLLECTING AGENT RULES

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

        (a)     either:

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

            (ii)  a bank as defined in Section 840A of the United Kingdom INCOME
                  AND CORPORATION TAXES ACT, 1988 and resident in the United
                  Kingdom; and

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

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

5.2             U.K. LENDER REPRESENTATION

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

        (a)     a bank as defined in Section 840A of the United Kingdom INCOME
                AND CORPORATION TAXES ACT, 1988 and within the charge to
                corporation tax as respects the interest on Advances made
                hereunder; and

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

                Except where a U.K. Lender is not or ceases to fall within
either of clauses (a) or (b) above as a result of a Tax Change, the foregoing
representation shall be true and correct and shall be deemed to be given by each
U.K. Lender on each day that a payment of interest,


<PAGE>
                                      -55-


principal or fees is to be made to it pursuant to a Loan Document. For this
purpose, "TAX CHANGE" is the introduction, suspension, withdrawal or
cancellation of, or change in, or change in the official interpretation,
administration or official application of, any law, regulation having the force
of law, tax treaty or any published practice or published concession of the U.K.
Inland Revenue or any other relevant taxing or fiscal authority in any
jurisdiction with which the relevant U.K. Lender has a connection, occurring
after the date of this Agreement.

5.3             CANADIAN LENDER REPRESENTATION

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

5.4             U.S. LENDER OBLIGATIONS

                Each U.S. Lender shall:

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

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


<PAGE>
                                      -56-


                  foreign  corporation  receiving interest from a related person
                  within the meaning of Section 881(c)(3)(C) of the Code; or

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

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

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

        provided, however, that such U.S. Lender shall not be required to
        perform the obligations under this Section 5.3 if prior to the date on
        which the performance of such obligations would otherwise be required,
        any change in treaty, law or regulation or any order or directive
        relating thereto or any interpretations thereof, whether or not having
        the force of law, renders the performance of such obligations unlawful
        or would render all such forms or certifications inapplicable or which
        would prevent such U.S. Lender from duly completing and delivering any
        such form or certification with respect to it or if as a result of such
        change, order, directive or interpretation, such performance would
        reasonably be likely to result in an adverse action being taken against
        such U.S. Lender and such U.S. Lender so advises the U.S. Designated
        Subsidiaries and the Administrative Agent.

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

5.5             INCREASED COSTS

                In the event of (i) any Applicable Law coming into force after
the date hereof, (ii) any change in any Applicable Law, or in the interpretation
or application thereof by any court or by any governmental, regulatory, other
authority or central bank charged with the administration thereof, or (iii)
compliance by any Lender with any direction, request or requirement (whether or
not having the force of law but, if not having the force of law, one with which
a responsible Bank


<PAGE>
                                      -57-


Acting reasonably would comply) of any government, monetary authority, central
bank or comparable agency (each such event being hereinafter referred to as a
"CHANGE IN LAW") which now or hereafter:

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

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

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


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



<PAGE>
                                      -58-


        (ii) the U.S. Designated Subsidiaries, if the Lender is a U.S. Lender;
        (iii) the U.K. Designated Subsidiaries if the Lender is a U.K. Lender,
        or (iv) the relevant Consent Designated Subsidiary if the Lender is a
        Consent Lender. In the event such Lender subsequently recovers all or
        part of the Additional Compensation paid by the Borrowers, it shall
        repay an equal amount to such Borrowers.

5.6             ILLEGALITY

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

5.7             MITIGATION

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


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

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

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

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

                then such Lender, promptly upon becoming aware of the same and
                the possible results thereof, shall notify the Administrative
                Agent thereof and the Administrative Agent shall notify the
                Borrowers thereof and, in consultation with

<PAGE>
                                      -59-


                the Borrowers shall take such steps, if any, as such Lender in
                its BONA FIDE opinion considers appropriate to mitigate the
                effects of such circumstances. Without limiting the generality
                of the foregoing, if it is commercially reasonable, such Lender
                shall make reasonable efforts to limit the incidence of any such
                Additional Compensation and seek recovery for the account of the
                Borrowers upon the Borrower's request and at the Borrower's
                expense; provided that such Lender in its reasonable
                determination suffers no appreciable economic, legal, regulatory
                or other disadvantage. In all events, the Lenders shall promptly
                co-operate with the Borrowers to the extent possible, to
                rearrange the affected availment to one that may not be affected
                by such change, but failure to effect a change in availment
                shall not relieve the relevant Borrower of its obligation to pay
                the Additional Compensation. Notwithstanding the foregoing
                provisions, a Lender shall only be entitled to rely upon the
                provisions of Section 5.5 if and for so long as it is not
                treating the Borrowers in any materially different or in any
                less favourable manner than is applicable to any other customers
                of any relevant Lender, where such other customers are bound by
                similar provisions to the foregoing provisions of Section 5.5.

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


<PAGE>
                                      -60-


                have any obligations hereunder. Upon the assumption of the
                Affected Lender's Commitment as aforesaid by an Assenting
                Lender, Schedule D hereto shall be deemed to be amended to
                increase the Commitment of such Assenting Lender by the amount
                of such assumption and to reduce the Commitment of the Affected
                Lender by a like amount. If no Assenting Lender is found, then
                in such event, the relevant Borrower is entitled to repay the
                Affected Lender and reduce its obligations hereunder by such
                amount so repaid.

5.8             TAXES

        (a)     All payments by any Obligor under this Agreement or the
                Guarantees shall be made free and clear of and without deduction
                or withholding for any and all Taxes, unless required by law. If
                an Obligor shall be required by law, rule, regulation or the
                interpretation thereof by the relevant governmental authority to
                deduct or withhold any such Taxes, from or in respect of any sum
                payable under this Agreement,

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

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

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

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

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


<PAGE>
                                      -61-


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

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

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


<PAGE>
                                      -62-


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

5.9             TAX REFUND

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

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

                                   ARTICLE 6

                        CONDITIONS PRECEDENT TO DRAWDOWN

6.1             CONDITIONS FOR FIRST DRAWDOWN

                The following conditions shall be satisfied by the Borrowers on
or prior to the first Drawdown Date after the date hereof or such later date as
may be agreed to by the Administrative Agent (with the consent of the Majority
Lenders):

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

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

            (i)   a certified copy of its Organic Documents,

<PAGE>
                                      -63-


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

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

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

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

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

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

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

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

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

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

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


<PAGE>
                                      -64-


                Restricted Subsidiaries shall have delivered to the
                Administrative Agent a Permitted Encumbrance Certificate; and

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

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

6.2             CONDITIONS FOR SUBSEQUENT DRAWDOWNS

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

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

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

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

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

6.3             CONDITIONS RELATING TO FIRST DRAWDOWN BY CONSENT DESIGNATED
                SUBSIDIARIES

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

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


<PAGE>
                                      -65-


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

                                   ARTICLE 7

                       PROVISIONS RELATING TO SUBSIDIARIES

7.1             DESIGNATED SUBSIDIARIES

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

            (i)   Celestica International as a Canadian Designated Subsidiary;

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

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

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

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

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

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

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

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

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

<PAGE>
                                      -66-


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

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

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

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

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

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

            (iii) if none of the Canadian Facility Agent, U.S. Facility Agent,
                  U.K. Facility Agent or any Consent Facility Agent agrees to
                  perform the function of Consent Facility Agent in respect of
                  such Consent Designated Subsidiary through an Affiliate,
                  office or branch resident in the jurisdiction where such
                  Consent Designated Subsidiary is resident, the Administrative
                  Agent and Celestica shall have obtained the agreement of a
                  Lender located in such jurisdiction where such Consent
                  Designated Subsidiary is resident to act as the Consent
                  Facility Agent in respect of Advances to such Consent
                  Designated Subsidiary and each relevant Consent Lender shall
                  have appointed such Consent Facility Agent to act as such in
                  the manner set out in Section 11.1;

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


<PAGE>
                                      -67-


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

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

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

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

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

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

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

7.2             ADVANCES TO CONSENT DESIGNATED SUBSIDIARIES

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

        (b)     Upon a designation by Celestica of a Consent Designated
                Subsidiary and the satisfaction of all of the terms and
                provisions of subsection 7.1(c), each Lender shall, by written
                notice to the Administrative Agent in the form of Schedule P
                hereto, notify the Administrative Agent of its consent or
                refusal to make Advances to such Consent Designated Subsidiary
                and may, in such notice place a limit on the portion of such
                Lender's Commitment in respect of such Consent Designated
                Subsidiary. Each Lender which consents to make Advances to such
                Consent Designated Subsidiary and is accepted by Celestica by
                notice in writing to the Administrative Agent shall be referred
                to in this Agreement as a "CONSENT LENDER" and, with reference
                to such Consent Designated Subsidiary, each

<PAGE>
                                      -68-


                Consent Lender shall be referred to in this Agreement as a
                "Relevant Consent Lender".

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

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

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

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

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

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

7.3             MATERIAL RESTRICTED SUBSIDIARIES TO PROVIDE GUARANTEES

                Each Subsidiary of Celestica which is or becomes a Material
Restricted Subsidiary shall comply with the requirements of Subsection 9.1(m).
In the event that a Material Restricted Subsidiary ceases to be a Material
Restricted Subsidiary as a result of the diminution of the value of its assets
such that the aggregate value thereof does not meet the applicable threshold set
out in the definition of Material Restricted Subsidiary under this Agreement,
Celestica may request and the Administrative Agent shall, in its reasonable
discretion, release the Guarantee executed by such Material Restricted
Subsidiary.


<PAGE>
                                      -69-


7.4             UNRESTRICTED SUBSIDIARIES

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

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

        (b)     neither Celestica nor any of its Subsidiaries (other than
                Unrestricted Subsidiaries) shall be liable, contingently or
                otherwise, for any indebtedness or other liability or obligation
                of the Unrestricted Subsidiary, except for guarantees provided
                by the immediate parent of such Unrestricted Subsidiary in
                respect of indebtedness of such Unrestricted Subsidiary, where
                such guarantees are (i) made solely for the purpose of
                facilitating a pledge by the guarantor of Shares of such
                Unrestricted Subsidiary; and (ii) the recourse under such
                guarantees are limited to such pledged Shares; and

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

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

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

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

                                   ARTICLE 8

                         REPRESENTATIONS AND WARRANTIES

8.1             REPRESENTATIONS AND WARRANTIES

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

        (a)     ORGANIZATION, ETC. Each Obligor is validly organized and
                existing and in good standing under the laws of the jurisdiction
                of its incorporation or creation, is duly


<PAGE>
                                      -70-


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

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

        (c)     DUE AUTHORIZATION, NON-CONTRAVENTION ETC. The execution,
                delivery and performance by each Obligor of each Loan Document
                to which it is a party are within its corporate powers, have
                been duly authorized by all necessary corporate action by it,
                and do not

            (i)   contravene its Organic Documents;

            (ii)  contravene any Applicable Law or contractual restriction;

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

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

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

        (f)     LITIGATION, LABOUR CONTROVERSIES, ETC. There is no pending or,
                to the knowledge of Celestica and the Restricted Subsidiaries,
                threatened litigation, action, proceeding, or labour controversy
                affecting Celestica or any of the Restricted Subsidiaries, or
                any of their respective properties, businesses, assets or
                revenues, which would reasonably be likely to have a Material
                Adverse Effect or purports to affect the legality, validity or
                enforceability of any Loan Document.


<PAGE>
                                      -71-


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

        (h)     COMPLIANCE WITH ENVIRONMENTAL LAWS. Each of the Borrowers and
                the Subsidiaries and all facilities and property now or formerly
                owned, operated or leased by them:

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

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

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

            (iv)  have been issued and are in compliance with all permits,
                  certificates, approvals, licences and other authorizations
                  relating to environmental matters and necessary or desirable
                  for the Business other than for any such non-issuances and
                  non-compliances which would not reasonably be likely


<PAGE>
                                      -72-


                  to have a Material Adverse Effect and each such permit,
                  certificate, approval, licence or other authorization the
                  absence of which would reasonably be likely to have a Material
                  Adverse Effect is in good standing and there are no
                  proceedings pending or, to the knowledge of the Borrowers,
                  threatened to revoke, amend or limit in any material respect
                  any such permit, certificate, approval, licence or other
                  authorization;

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

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

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

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

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

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

        (j)     NO DEFAULT OR EVENT OF DEFAULT. No Default or Event of Default
                has occurred and is continuing.


<PAGE>
                                      -73-


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

        (l)     NO ACTION FOR WINDING-UP OR BANKRUPTCY. There has been no
                involuntary action taken against any of the Borrowers or any
                Restricted Subsidiary for any such corporation's winding-up,
                dissolution, liquidation, bankruptcy, receivership,
                administration or similar or analogous events in respect of such
                corporation or all or any material part of its assets or
                revenues.

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

        (n)     PENSION PLANS. Except as would not be reasonably likely to have
                a Material Adverse Effect, (i) all Pension Plans are duly
                established, registered, qualified, administered and invested in
                compliance with the terms thereof, any applicable collective
                agreements and Applicable Law; (ii) no events have occurred and
                no action has been taken by any Person which would reasonably be
                likely to result in the termination or partial termination of
                any Pension Plan, whether by declaration of any Superintendent
                of Pensions or otherwise; (iii) none of the Borrowers have
                withdrawn any assets held in respect of any Pension Plan except
                as permitted


<PAGE>
                                      -74-


                under the terms thereof and Applicable Laws; (iv) no Pension
                Plan has a "solvency deficiency" or "going concern unfunded
                liability" as defined in the Pension Benefits Act (Ontario) and
                the regulations enacted thereunder, as amended; (v) all
                contributions, premiums and other payments required to be paid
                to or in respect of each Pension Plan have been paid in a timely
                fashion in accordance with the terms thereof and Applicable Law
                and no taxes, penalties or fees are owing or exigible in respect
                of any Pension Plan; and (vi) no actions, suits, claims, or
                proceedings are pending or, to the knowledge of the Borrower,
                threatened in respect of any Pension Plan or its assets, other
                than routine claims for benefits. For the purposes of this
                section, "Applicable Law" shall include any federal or
                provincial pension benefits legislation and the INCOME TAX ACT
                (Canada).

        (o)     REGULATIONS U AND X. No Borrower is engaged in the business of
                extending credit for the purpose of purchasing or carrying
                margin stock. None of the proceeds from the Facility will be
                used for the purpose of purchasing or carrying directly or
                indirectly margin stock or for any other purpose that would
                constitute this transaction a "Purpose Credit" within the
                meaning of Regulations U and X of the Board of Governors of the
                Federal Reserves System, as any of them may be amended from time
                to time.

        (p)     INVESTMENT COMPANY ACT. No Obligor is an investment company
                within the meaning of the United States INVESTMENT COMPANY ACT
                OF 1940 .

        (q)     PUBLIC UTILITY HOLDING COMPANY ACT. No Obligor is an "affiliate"
                or a "subsidiary company" of a "public utility company" for a
                "holding company" or an "affiliate" or a "subsidiary company" of
                a "public utility company" as such terms are defined in the
                United States PUBLIC UTILITY HOLDING COMPANY ACT OF 1935.

8.2             SURVIVAL OF REPRESENTATIONS AND WARRANTIES

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

8.3             DEEMED REPETITION OF REPRESENTATIONS AND WARRANTIES

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


<PAGE>
                                      -75-


                                   ARTICLE 9

                                   COVENANTS

9.1             AFFIRMATIVE COVENANTS

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

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

            (i)   within 60 days after the end of each of its fiscal quarters in
                  each fiscal year, commencing with the fiscal quarter ending
                  June 30, 2001, the unaudited financial statements of Celestica
                  on a consolidated basis, each consisting of a balance sheet,
                  statement of income and statement (in the form customarily
                  prepared by Celestica for internal reporting purposes) of
                  changes in financial position as at the end of such fiscal
                  quarter and for the period commencing with the end of the
                  previous fiscal quarter and ending with the end of such fiscal
                  quarter, together with the figures for the year-to-date and
                  setting forth, in each case, in comparative form to the
                  figures for the corresponding fiscal quarter of the previous
                  fiscal year;

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

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

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


<PAGE>
                                      -76-


                        Net Funded Debt and EBITDA, in each case as at the last
                        day of the relevant period; and

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

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

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

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

        (c)     MAINTENANCE OF BUSINESS AND PROPERTIES. Each of Celestica and
                each Restricted Subsidiary shall, and shall cause each of its
                Subsidiaries (except for Unrestricted Subsidiaries) to, continue
                its business, maintain, preserve, protect and keep its
                properties in good repair, working order and condition,
                reasonable wear and tear excepted, and make necessary and proper
                repairs, renewals and replacements so that its business carried
                on in connection therewith may be properly conducted at all
                times unless Celestica or such Restricted Subsidiary determines
                in good faith that the continued maintenance of any of its
                properties is no longer desirable.

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


<PAGE>
                                      -77-


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

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

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

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

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

        (g)     PAYMENT OF TAXES. The Borrowers shall, and the Borrowers shall
                cause each of the Subsidiaries to, pay or cause to be paid, when
                due, all Taxes including, property taxes, business taxes, social
                security premiums, assessments and governmental charges or
                levies imposed upon it or upon its income, sales, capital or
                profit or any property belonging to it unless any such Tax,
                social security premiums, assessment, charge or levy is
                contested by it in good faith with adequate provision or
                reserve, where required by GAAP, and to withhold and remit when
                due all payroll and withholding taxes.


<PAGE>
                                      -78-


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

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

        (j)     BORROWERS TO REMAIN SUBSIDIARIES. Each Designated Subsidiary (or
                its Successor Corporation within the meaning of Section 13.12)
                shall remain a directly or indirectly wholly-owned Subsidiary of
                Celestica, except where the laws of the jurisdiction of
                incorporation of such Designated Subsidiary require qualifying
                shares of such Designated Subsidiary to be owned by another
                Person.
<PAGE>
                                      -79-


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

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

        (m)     MATERIAL RESTRICTED SUBSIDIARY GUARANTEES.

            (i)   Subject to clause (ii), Celestica shall:

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

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

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

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

            (iii) In the event that any Material Restricted Subsidiary is not a
                  wholly-owned Subsidiary of Celestica, on the later of (i) the
                  date of execution of a


<PAGE>
                                      -80-


                  Guarantee or (ii) the date of acquisition by any Person which
                  is not Celestica or a Subsidiary of Celestica of any Share of
                  such Material Restricted Subsidiary, Celestica shall deliver
                  an acknowledgement addressed by such Person to the
                  Administrative Agent acknowledging the Guarantee executed by
                  such Material Restricted Subsidiary and the enforceability
                  thereof against the Material Restricted Subsidiary to the full
                  extent set out in the Guarantee (subject to the same
                  qualifications as set out in the opinion of legal counsel to
                  such Material Restricted Subsidiary with respect to such
                  Guarantee) notwithstanding the ownership of Shares of the
                  Material Restricted Subsidiary by such Person and any
                  agreement between such Person and Celestica or any Subsidiary
                  of Celestica.

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

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

9.2             NEGATIVE COVENANTS

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

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

        (b)     RESTRICTION ON DISPOSITION OF ASSETS. None of the Borrowers or
                any Restricted Subsidiary shall sell, assign, transfer, lease,
                convey or otherwise dispose of any property, assets or
                investments, (in each case a "sale") other than:

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

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

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

<PAGE>
                                      -81-


            (iv)  sale/leaseback transactions of:

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

                  (B)   any property or assets acquired by a Borrower or
                        Restricted Subsidiary, as the case may be, which is
                        completed within six months of the date on which such
                        property or assets were acquired, provided that any
                        Borrowing made to finance such acquisition shall be
                        repaid within two Banking Days of the completion of such
                        sale/leaseback transaction; or

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

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

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

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

        (c)     RESTRICTION ON CERTAIN INTER-COMPANY TRANSACTIONS. Except as
                otherwise permitted by this Section 9.2, none of the Borrowers
                or any Restricted Subsidiary shall enter into any agreement or
                complete any transaction with any other Borrower or any
                Restricted Subsidiary during the occurrence and continuance of a
                Default or where such agreement or transaction, alone or as part
                of a series of


<PAGE>
                                      -82-


                  previously or concurrently occurring agreements or
                  transactions, would reasonably be likely to have a Material
                  Adverse Effect.

        (d)     NEGATIVE PLEDGE/PARI PASSU RANKING. Except as permitted under
                Section 9.1(p), none of the Borrowers or any of the Restricted
                Subsidiaries shall create, incur, assume or permit to exist any
                Lien, other than Permitted Encumbrances, on any of its property,
                undertaking or assets now owned or hereafter acquired. Each
                Obligor's monetary Obligations shall rank at least pari passu
                with all other unsecured Indebtedness of such Obligor and no
                Obligor shall, or shall agree with any other Person to, pay any
                other Indebtedness in priority to payment of all monetary
                Obligations as and when due.

        (e)     RESTRICTION ON NON-ARM'S LENGTH TRANSACTIONS. The Borrowers
                shall not, and shall not permit any Restricted Subsidiary to,
                enter into any transaction or agreement with any Person which is
                not at Arm's Length with the Borrowers or such Restricted
                Subsidiary (other than other Borrowers, Restricted Subsidiaries
                or Unrestricted Subsidiaries) unless,

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

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

        (f)     RESTRICTION ON CHANGE OF BUSINESS. None of the Borrowers or the
                Restricted Subsidiaries shall, either directly or indirectly,
                enter into any business other than the Business without the
                prior written consent of the Majority Lenders.

        (g)     NO CHANGE IN ACCOUNTING TREATMENT OR REPORTING PRACTICES.
                Subject to the provisions of Section 1.7, none of the Borrowers
                nor any Restricted Subsidiary shall make any material change in
                its accounting or reporting or financial reporting practices,
                except as consistent with GAAP or Applicable Law, which changes
                shall be disclosed to the Lenders.

        (h)     RESTRICTIONS ON TRANSACTIONS WITH UNRESTRICTED SUBSIDIARIES. No
                Borrower shall, or shall permit any Restricted Subsidiary to,

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


<PAGE>
                                      -83-


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

9.3             FINANCIAL COVENANTS

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

        (b)     MAXIMUM NET FUNDED DEBT: EBITDA RATIO. Celestica shall maintain
                a Net Funded Debt: EBITDA Ratio, calculated on a rolling four
                quarter basis of not more than 3.25:1.0.

        (c)     CALCULATION OF FINANCIAL RATIOS. For the purposes of Sections
                9.3(a) and (b), all of the calculations shall be made on a
                consolidated basis for Celestica and its Subsidiaries (but for
                greater certainty, excluding Unrestricted Subsidiaries) in
                accordance with the provisions of Sections 1.7 and 1.8.

                                   ARTICLE 10

                            DEFAULT AND ACCELERATION

10.1            EVENTS OF DEFAULT

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

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

        (b)     any representation or warranty made or deemed to be made
                hereunder or in any other Loan Document or any other writing or
                certificate furnished by on behalf of an Obligor to the
                Administrative Agent for the purposes of or in connection with


<PAGE>
                                      -84-


                this Agreement or any such other Loan Document is or shall be
                incorrect when made in any material respect;

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

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

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

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

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

        (f)     any Borrower or any Restricted Subsidiary shall:

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

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


<PAGE>
                                      -85-


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

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

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

        (g)     Onex Corporation shall cease to control Celestica unless the
                shares of Celestica become widely held such that no one Person
                or group of Persons acting jointly or in concert (within the
                meaning of Part XX of the Securities Act (Ontario)) controls
                Celestica, provided that any Person or group of Persons acting
                jointly or in concert which owns or controls securities of
                Celestica to which are attached more than 20% of the votes that
                may be cast to elect the directors of Celestica shall, in the
                absence of evidence satisfactory to the Administrative Agent,
                acting reasonably, be deemed to control Celestica;

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


<PAGE>
                                      -86-


                directly or indirectly, contest in any manner such
                effectiveness, validity, binding nature or enforceability of any
                Loan Document;

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

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

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

10.2            ACCELERATION

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

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

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

                If, pursuant to this Section 10.2, the Administrative Agent
declares any Advances made to the Borrowers to be due and payable on demand,
then, and at any time thereafter, the Administrative Agent may (and, if so
instructed by the Majority Lenders, shall) by written notice to the Borrowers
call for repayment of such Advances on such date or dates as it may specify in
such notice (whereupon the same shall become due and payable on such date
together with accrued interest thereon and any other sums then owed by the
Borrowers hereunder or under any other Loan Document and the provisions of
Section 10.4 shall apply) or withdraw its declaration with effect from such date
as it may specify in such notice.


<PAGE>
                                      -87-


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

10.3            REMEDIES WITH RESPECT TO BANKERS' ACCEPTANCE ADVANCES AND
                LETTERS OF CREDIT

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

10.4            REMEDIES CUMULATIVE AND WAIVERS

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

10.5            SUSPENSION OF LENDERS' OBLIGATIONS

                Without prejudice to the rights which arise out of this
Agreement or by law, the occurrence of an Event of Default shall, while such
Event of Default shall be continuing, relieve the Lenders of all obligations to
make any Advances hereunder (whether or not any Drawdown


<PAGE>
                                      -88-


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

10.6            APPLICATION OF PAYMENTS AFTER AN EVENT OF DEFAULT

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

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

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

        (c)     to amounts due hereunder as fees;

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

        (e)     to amounts due hereunder as interest; and

        (f)     to amounts due hereunder as principal.

                                   ARTICLE 11

                  THE AGENTS AND ADMINISTRATION OF THE FACILITY

11.1            AUTHORIZATION OF ACTION

                Each Lender hereby irrevocably appoints and authorizes the
Administrative Agent to be its Agent in its name and on its behalf and to
exercise such rights or powers granted to the Administrative Agent or the
Lenders under this Agreement and the Loan Documents to the extent specifically
provided herein and therein and on the terms hereof and thereof, together with
such rights, powers and discretions as are reasonably incidental thereto. Each
Canadian Lender hereby irrevocably appoints and authorizes the Canadian Facility
Agent to be its Agent in its name and on its behalf and to exercise such rights
or powers granted to the Canadian Facility Agent or the Canadian Lenders under
this Agreement and the Loan Documents to the extent specifically provided herein
and therein and on the terms hereof and thereof, together with such rights,
powers and discretions as are reasonably incidental thereto. Each U.S. Lender
hereby


<PAGE>
                                      -89-


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

11.2            PROCEDURE FOR MAKING ADVANCES

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

        (b)     Unless the Relevant Facility Agent has been notified by a
                Relevant Lender on the Banking Day prior to the Drawdown Date
                requested by the Borrowers that such Relevant Lender will not
                make available to the Relevant Facility Agent its Rateable
                Portion of such Advance, the Relevant Facility Agent may assume
                that such Lender has made such portion of the Advance available
                to the Relevant Facility Agent on the Drawdown Date in
                accordance with the provisions hereof and the Relevant Facility
                Agent may, in reliance upon such assumption, make available to
                the Borrower on such date a corresponding amount. If and to the


<PAGE>
                                      -90-


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

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

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

11.3            REMITTANCE OF PAYMENTS

                Forthwith after receipt of any repayment of principal or payment
of interest or fees pursuant to any provision of this Agreement, the Relevant
Facility Agent which has received such repayment or payment shall remit to each
Relevant Lender its Rateable Portion thereof; provided, however, that the
Relevant Facility Agent shall be entitled to set off against and deduct from any
amount payable to a Relevant Lender any outstanding amounts payable by such


<PAGE>
                                      -91-


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

11.4            REDISTRIBUTION OF PAYMENT

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

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

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

            (ii)  the Relevant Agent shall treat the amount received by it from
                  the Recovering Lender pursuant to paragraph (i) above as if
                  such amount had been received by it from such Borrowers
                  pursuant to its obligations under this Agreement and shall pay
                  the same to the Persons entitled thereto (including such
                  recovering Lender) PRO RATA to their respective entitlements
                  thereto in which event, for all purposes in connection
                  herewith, the Recovering Lender shall be deemed only to have
                  received or


<PAGE>
                                      -92-


                  recovered from such Borrower that portion of the excess amount
                  which is actually paid to the Recovering Lender by the
                  Relevant Facility Agent pursuant to this Section 11.4(b)(ii).

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

11.5            DUTIES AND OBLIGATIONS

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

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

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

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

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

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


<PAGE>
                                      -93-


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

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

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

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

11.6            PROMPT NOTICE TO THE LENDERS

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

11.7            AGENT'S AUTHORITY

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

11.8            LENDER'S INDEPENDENT CREDIT DECISION

                It is understood and agreed by each Lender that it has itself
been, and will continue to be, solely responsible for making its own independent
appraisal of and investigations into the financial condition, creditworthiness,
condition, affairs, status and nature of the Borrowers and its Subsidiaries.
Accordingly, each Lender confirms with the Agents that it has


<PAGE>
                                      -94-


not relied, and will not hereafter rely, on the Agents (i) to check or enquire
on its behalf into the adequacy, accuracy or completeness of any information
provided by the Borrowers or any other Person under or in connection with this
Agreement, the other Loan Documents or the transactions herein or therein
contemplated (whether or not such information has been or is hereafter
distributed to such Lender by an Agent), or (ii) to assess or keep under review
on its behalf the financial condition, creditworthiness, condition, affairs,
status or nature of the Borrowers or any Subsidiary. Each Lender acknowledges
that a copy of this Agreement has been made available to it for review and each
Lender acknowledges that it is satisfied with the form and substance of this
Agreement.

11.9            INDEMNIFICATION

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

11.10           SUCCESSOR AGENT

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


<PAGE>
                                      -95-


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

11.11           TAKING AND ENFORCEMENT OF REMEDIES

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

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

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

                each of the Lenders hereby further covenants and agrees that
                upon any such written consent being given by the Lenders, they
                shall co-operate fully with the Administrative Agent to the
                extent requested by the Administrative Agent in the collective
                realization including, without limitation, the appointment of a
                receiver


<PAGE>
                                      -96-


                and manager to act for their collective benefit; and each Lender
                covenants and agrees to do all acts and things and to make,
                execute and deliver all agreements and other instruments,
                including, without limitation, any instruments necessary to
                effect any registrations, so as to fully carry out the intent
                and purpose of this Section 11.11; and each of the Lenders
                hereby covenants and agrees that it has not heretofore and shall
                not seek, take, accept or receive any security for any of the
                obligations and liabilities of the Borrowers or any Guarantor
                hereunder or under any other document, instrument, writing or
                agreement ancillary hereto and shall not enter into any
                agreement with any of the parties hereto or thereto relating in
                any manner whatsoever to the Facility, unless all of the Lenders
                shall at the same time obtain the benefit of any such agreement.

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

11.12           RELIANCE UPON LENDERS

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

11.13           RELIANCE UPON AGENT

                The Borrower and the Guarantors shall be entitled to rely upon
any certificate, notice or other document provided to it by the Administrative
Agent pursuant to this Agreement and the Borrowers and the Guarantors shall be
entitled to deal with the Administrative Agent (and, except as otherwise
specifically provided, not to deal with any Lender prior to an Event of Default)
with respect to all matters under this Agreement without any liability
whatsoever to the Lenders for relying upon any certificate, notice or other
document provided to it by the Administrative Agent, notwithstanding any lack of
authority of the Administrative Agent to provide the same. Without limiting the
generality of the foregoing, but subject as herein otherwise specifically
provided, none of the Lenders shall have any right to enforce directly any


<PAGE>
                                      -97-


of the provisions of this Agreement or to communicate with the Borrowers and the
Guarantors except through the Administrative Agent in accordance with the terms
of this Agreement or as otherwise specifically provided in this Agreement. The
provisions of this Article 11 are for the benefit of the Agents and the Lenders
and, except for the provisions of Sections 11.2, 11.13, 11.14 and 11.15, may not
be relied upon by the Borrowers or the Guarantors.

11.14           REPLACEMENT OF CANCELLED COMMITMENTS

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

11.15           DISCLOSURE OF INFORMATION

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

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


<PAGE>
                                      -98-


            (i)   the Administrative Agent or any Lender may disclose all or any
                  part of such information if, (A) in the sole reasonable
                  opinion (stated in writing) of the Lenders' Counsel, such
                  disclosure is compellable by Applicable Law in connection with
                  any threatened judicial, administrative or governmental
                  proceeding or is required in connection with any actual
                  judicial, administrative or governmental proceeding or (B)
                  such disclosure is compellable by Applicable Law, provided
                  that in any such event the Administrative Agent or the
                  relevant Lender will make reasonable efforts to provide
                  Celestica with prompt written notice of any such compellable
                  disclosure so that Celestica may seek a protective order or
                  other appropriate remedy or relief to prevent such disclosure
                  from being made. The failure to deliver such notice or, where
                  applicable, the giving of such notice, shall not preclude
                  disclosure by the Administrative Agent or the Relevant Lender
                  where legally required in the opinion of Lenders' Counsel. In
                  any event, the Administrative Agent or Lender will furnish
                  only that portion of such information which, in the reasonable
                  opinion of the Lenders' Counsel, it is legally required to
                  disclose and will exercise reasonable efforts to obtain
                  reliable assurances that confidential treatment will be
                  accorded such information;

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

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

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

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

            (vi)  if an Event of Default has occurred and is continuing, the
                  Administrative Agent or any Lender may disclose such
                  information to any other Agent or


<PAGE>
                                      -99-


                  other Lenders on a confidential basis in connection with any
                  discussions regarding or related to the resolution of such
                  Event of Default.

11.16           ADJUSTMENTS OF RATEABLE PORTIONS

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

        (b)     Upon the occurrence of an acceleration under Section 10.1(f),
                10.1(g) or 10.2, if, with respect to any Lender, the aggregate
                of all outstanding Advances made by such Lender is less than its
                Rateable Portion (after giving effect to any adjustment made
                pursuant to Subsection 11.16(a)) of the aggregate of all
                outstanding Advances, the Administrative Agent may, by written
                notice, require such Lender to pay to the Administrative Agent,
                for the credit of the other Lenders, in such currency or
                currencies as the Administrative Agent may in its discretion
                determine, such amount as may be required so as to bring the
                aggregate of all outstanding Advances made by such Lender equal
                to its Rateable Portion of the aggregate of all outstanding
                Advances. The Administrative Agent shall credit the funds
                received from such Lender to any other Lender or Lenders, as it
                may determine in its discretion, so as to render the aggregate
                of the outstanding Advances made by each Lender equal to the
                Rateable Portion of each Lender of all outstanding Advances.

                                   ARTICLE 12

                       COSTS, EXPENSES AND INDEMNIFICATION

12.1            COSTS AND EXPENSES

                Each Borrower shall pay promptly, upon request by the
Administrative Agent accompanied by reasonable supporting documentation or other
evidence, all reasonable costs and expenses in connection with the due diligence
pertaining to or the preparation, printing, execution and delivery of this
Agreement and the other documents to be delivered hereunder including, without
limitation, the reasonable fees and out-of-pocket expenses of the Lenders'
Counsel with respect thereto. Except for ordinary expenses of the Administrative
Agent relating to the day-to-day administration of this Agreement, each Borrower
further agrees to pay all reasonable out-of-pocket costs and expenses (including
reasonable fees and expenses of counsel, accountants and other experts) in
connection with the syndication of the Facility and the interpretation,
preservation or enforcement of rights of the Administrative Agent and the



<PAGE>
                                     -100-


Relevant Lenders under this Agreement and the Loan Documents including, without
limitation, all reasonable costs and expenses sustained by them as a result of
any failure by any of the Borrowers or Guarantors to perform or observe its
obligations contained in any of this Agreement or the Loan Documents. The
Borrowers further agree to pay all reasonable out-of-pocket expenses of the
Issuing Bank with respect to the issuance and administration of Letters of
Credit.

12.2            INDEMNIFICATION BY THE BORROWERS

                In addition to any liability of each Borrower to any Relevant
Lender or any Agent under any other provision hereof, each Borrower shall
indemnify the Lenders and the Agents and hold each Lender and each Agent
harmless against any reasonable costs or expenses incurred by a Lenders or an
Agent as a result (i) of any failure by it to fulfil any of its obligations
hereunder or under any Loan Document in the manner provided herein including,
without limitation, any cost or expense incurred by reason of the liquidation or
re-employment in whole or in part of deposits or other funds required by any
Lender to fund or maintain any Loan as a result of the failure of such Borrower
to complete a Drawdown or to make any repayment or other payment on the date
required hereunder or specified by it in any notice given hereunder; or (ii) the
failure of such Borrower to pay any other amount including, without limitation,
any interest or fee due hereunder on its due date; or (iii) as a result of the
prepayment or repayment by such Borrower of any LIBOR Advance or Bankers'
Acceptance Advance prior to its date of maturity or the last day of the then
current Interest Period for such Advance.

12.3            FUNDS

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

12.4            GENERAL INDEMNITY

        (a)     INDEMNITY. Subject to paragraphs (b), (c) and (d) below, the
                Borrowers agree to indemnify and save harmless the Agents, the
                Lenders, their respective Affiliates involved in the syndication
                or administration of the Facility, their respective officers,
                directors, employees and agents (collectively, the "INDEMNITEES"
                and individually, an "INDEMNITEE") from and against any and all
                liabilities, claims, damages and losses (including reasonable
                legal fees and disbursements of counsel but excluding loss of
                profits and special or consequential damages) (collectively, the
                "LOSSES") as a result of any claims, actions or proceedings
                ("CLAIMS") asserted against the Indemnitees by a Person other
                than the Indemnitees in connection with the agreement of the
                Lenders to provide the Facility, the Commitments of the


<PAGE>
                                     -101-


                Lenders and the Advances made by the Lenders including, without
                limitation: (i) the costs of defending and/or counterclaiming or
                claiming over against third parties in respect of any Claim; and
                (ii) subject to the provisions set forth in paragraph (d) below,
                any Losses arising out of a settlement of any Claim made by the
                Indemnitees.

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

        (c)     NOTIFICATION. Whenever a Lender shall have received notice that
                a Claim has been commenced or threatened, which, if successful,
                would subject a Borrower (the "INDEMNIFYING PARTY") to the
                indemnity provisions of this Section 12.4, the Lender shall as
                soon as reasonably possible notify (to the extent permitted by
                law) the Indemnifying Party in writing of the Claim and of all
                relevant information the Lender possesses relating thereto;
                provided, however, that failure to so notify the Indemnifying
                Party shall not release it from any liability which it may have
                on account of the indemnity set forth in this Section 12.4,
                except to the extent that the Indemnifying Party shall have been
                materially prejudiced by such failure.

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


<PAGE>
                                     -102-


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

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

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

12.5            ENVIRONMENTAL CLAIMS

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


<PAGE>
                                     -103-


                dangerous good present in such quantity or state that it
                contravenes any Environmental Laws or gives rise to any
                liability or obligation under any Environmental Law.

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

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

        (d)     DEFENCE AND SETTLEMENT. The provisions of Section 12.4(d) shall
                apply to any Claims under this Section 12.5.

                                   ARTICLE 13

                                     GENERAL

13.1            TERM

                The Facility shall expire on the Final Maturity Date.

13.2            SURVIVAL

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


<PAGE>
                                     -104-


13.3            BENEFIT OF THE AGREEMENT

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

13.4            NOTICES

                All notices, requests, demands or other communications to or
from the parties hereto shall be in writing and shall be given by overnight
delivery service, by hand delivery or by telecopy to the addressee as follows:

        (a)     If to the Borrowers:

                7th Floor
                12 Concorde Place
                Toronto, Ontario, Canada
                M3C 3R8

                Attention:    Corporate Treasurer
                Telecopier:   416-448-2280

        (b)     If to the Administrative Agent (in respect of all matters):

                The Bank of Nova Scotia
                Loan Syndications
                44 King Street West, 17th Floor
                Toronto, Ontario, Canada
                M5H lHl

                Attention:    Managing Director
                Telecopier:   416-866-3329

        (c)     If to the Canadian Facility Agent (in respect of all matters):

                The Bank of Nova Scotia
                International Banking Division
                Loan Administration and Agency Services
                44 King Street West, 14th Floor
                Toronto, Ontario, Canada
                M5H lHl

                Attention:    Nizar Manji, Assistant Manager
                Telecopier:   416-866-5991

        (d)     If to the U.S. Facility Agent:


<PAGE>
                                     -105-


                The Bank of Nova Scotia
                International Banking Division
                Loan Administration and Agency Services
                44 King Street West, 14th Floor
                Toronto, Ontario, Canada
                M5H lHl

                Attention:    Nizar Manji, Assistant Manager
                Telecopier:   416-866-5991

        (e)     if to the U.K. Facility Agent (in respect of all matters):

                The Bank of Nova Scotia
                Scotia House, 33 Finsbury Square
                London, England
                EC2A 1BB
                Attention:    Marian Staples, Assistant Manager, Loan Operations
                Telecopier:   011-44-171-826-5857

or at such other address or to such other individual as the Borrowers may
designate by notice to the Agent and the Agent may designate by notice to the
Borrowers.

13.5            AMENDMENT AND WAIVER

                This Agreement and any Loan Documents collateral hereto may be
modified or amended and a waiver of any breach of any term or provision of this
Agreement shall be effective only if the Borrowers, the Administrative Agent and
the Majority Lenders so agree in writing, provided that in all cases the
Borrowers shall be entitled to rely upon the Administrative Agent, without
further inquiry in respect of any amendments or waivers agreed to by the
Administrative Agent and which the Administrative Agent has confirmed have been
agreed to by the Majority Lenders; provided further, however, that no amendment,
waiver or consent, unless in writing and signed by all of the Lenders shall: (i)
increase the Commitment of any Lender or subject any Lender to any additional
obligation; (ii) reduce the principal of, or interest on, the Advances or reduce
any fees hereunder; (iii) postpone any date fixed for any payment of principal
of, or interest on, the Advances or any other amounts payable hereunder; (iv)
change the Rateable Portion of any Lender except for adjustments thereto made by
the Agent in accordance with the terms of this Agreement, or the aggregate
unpaid principal amount of the Advances, or the number of Lenders which shall be
required for the Lenders to take any action hereunder; (v) amend the definition
of Majority Lenders; (vi) amend or release any Guarantee, except to the extent
that a release of a Guarantee may be effected pursuant to a transaction subject
to Section 13.12 or is otherwise authorized pursuant to the terms of this
Agreement and except to the extent that an amendment, as determined by the
Administrative Agent and Lenders' Counsel, each acting reasonably, does not
materially impair the enforceability of such Guarantee; or (vii) amend this
Section 13.5; and provided, further, that no amendment, waiver or consent,



<PAGE>
                                     -106-


unless in writing and signed by the Administrative Agent in addition to the
Lenders required herein above to take such action, affects the rights or duties
of the Administrative Agent under this Agreement or any Advance. A waiver of any
breach of any term or provision of this Agreement shall be limited to the
specific breach waived.

13.6            GOVERNING LAW

                This Agreement shall be governed by and construed in accordance
with the laws of the Province of Ontario and the laws of Canada applicable
therein. The Administrative Agent, Lenders and Borrower agree that any legal
suit, action or proceeding arising out of this Agreement or any Loan Document
may be instituted in the courts of Ontario, and the Agents, Lenders and
Borrowers hereby accept and irrevocably submit to the nonexclusive jurisdiction
of said courts and acknowledge their competence and agree to be bound by any
judgment thereof.

13.7            FURTHER ASSURANCES

                The Borrowers and each Guarantor shall promptly cure any default
in its execution and delivery of this Agreement or in any of the other
instruments referred to or contemplated herein to which it is a party. The
Borrowers and each Guarantor, at their expense, will promptly execute and
deliver, or cause to be executed and delivered, to the Administrative Agent,
upon request, all such other and further documents, agreements, certificates and
instruments in compliance with, or accomplishment of the covenants and
agreements of the Borrowers and each Guarantor hereunder or more fully to state
the obligations of the Borrowers and each Guarantor as set out herein or to make
any recording, file any notice or obtain any consents, all as may be necessary
or appropriate in connection therewith.

13.8            ENFORCEMENT AND WAIVER BY THE LENDERS

                The Lenders shall have the right at all times to enforce the
provisions of this Agreement and agreements to be delivered pursuant hereto in
strict accordance with the terms hereof and thereof, notwithstanding any conduct
or custom on the part of the Lenders in refraining from so doing at any time or
times. The failure of the Lenders at any time or times to enforce its rights
under such provisions, strictly in accordance with the same, shall not be
construed as having created a custom in any way or manner, modified or waived
the same. All rights and remedies of the Lenders are cumulative and concurrent
and the exercise of one right or remedy shall not be deemed a waiver or release
of any other right or remedy.

13.9            EXECUTION IN COUNTERPARTS

                This Agreement may be executed in counterparts, each of which
shall be considered an original and all of which taken together shall constitute
a single agreement.


<PAGE>
                                     -107-


13.10           ASSIGNMENT BY THE BORROWERS

                The rights and obligations of the Borrowers under this Agreement
are not assignable to any other Person, except in accordance with Article 7,
without the prior written consent of all of the Lenders, which consent shall not
be unreasonably withheld.

13.11           ASSIGNMENTS AND TRANSFERS BY A LENDER

        (a)     With the prior written consent of the Administrative Agent and
                Celestica, such consent not to be unreasonably withheld or
                delayed, any Lender may, at any time, assign all or any of its
                rights and benefits hereunder or transfer in accordance with
                Section 13.11(b) all or any of its rights, benefits and
                obligations hereunder; provided that in the event that such
                assignment would give rise to a claim for increased costs
                pursuant to Article 5, it shall not be unreasonable for
                Celestica to withhold its consent to such assignment. Any
                assignment or transfer shall be with respect to a minimum
                Commitment of U.S. $25,000,000 and integral multiples of U.S.
                $1,000,000 in excess thereof. A lesser amount may be assigned or
                transferred by any Lender if such amount represents the
                remaining balance of such Lender's Commitment. Notwithstanding
                the foregoing, the consent of the Administrative Agent and
                Celestica is not required in connection with the assignment or
                transfer of all or any of the rights, benefits and obligations
                hereunder to any Subsidiary or Affiliate of a Lender or to any
                other Lender hereunder provided that notice is given to the
                Administrative Agent and Celestica, and provided that, in either
                case, any such assignment or transfer does not give rise to a
                claim for increased costs pursuant to Article 5 or any
                obligation on the part of an Obligor to deduct or withhold any
                Taxes from or in respect of any sum payable hereunder to the
                Administrative Agent or the Lenders, in either case, in excess
                of what would have been the case without such assignment, or
                such assignee waives the rights to any benefits under Section
                5.8, or (ii) to any Financial Institution if an Event of Default
                has occurred and is continuing.

        (b)     If any Lender assigns all or any of its rights and benefits
                hereunder in accordance with Section l3.11(a), then, unless and
                until the assignee has agreed with the Administrative Agent and
                the other Lenders that it shall be under the same obligations
                towards each of them as it would have been under if it had been
                an original party hereto as a Lender, none of the Administrative
                Agent or any of the other Lenders or the Borrowers shall be
                obliged to recognize such assignee as having the rights against
                each of them which it would have had if it had been such a party
                hereto.

        (c)     If any Lender wishes to assign all or any of its rights,
                benefits and/or obligations hereunder as contemplated in Section
                l3.11(a), then such transfer may be effected upon:
<PAGE>
                                     -108-


            (i)   receipt of the written consent of the Administrative Agent and
                  Celestica delivered to the relevant Assignee by the
                  Administrative Agent unless an Event of Default has occurred
                  and is continuing in which case consent of Celestica shall not
                  be required;

            (ii)  the delivery to and countersignature by the relevant Lender of
                  a duly completed and duly executed Transfer Notice; and

            (iii) if any Lender wishes to assign any of its rights, benefits
                  and/or obligations hereunder, such Lender shall have paid to
                  the Administrative Agent a fee in the amount of U.S. $3,500;

                in which event, on the later of the Transfer Date specified in
                such Transfer Notice and the fifth Banking Day after the date of
                delivery of such Transfer Notice to the Administrative Agent
                (unless the Administrative Agent agrees to a shorter period):

            (iv)  to the extent that in such Transfer Notice the Lender party
                  thereto seeks to transfer its rights and obligations
                  hereunder, each of the Obligors and such Lender shall be
                  released from further obligations towards one another
                  hereunder and their respective rights against one another
                  shall be cancelled (such rights and obligations being referred
                  to in this Section 13.11(c) as "DISCHARGED RIGHTS AND
                  OBLIGATIONS");

            (v)   each of the Obligors and the assignee party thereto shall
                  assume obligations towards one another and/or acquire rights
                  against one another which differ from such discharged rights
                  and obligations only insofar as such Obligor and such
                  Transferee have assumed and/or acquired the same in place of
                  such Obligor and such Lender; and

            (vi)  the Administrative Agent, such assignee and the other Lenders
                  shall acquire the same rights and assume the same obligations
                  between themselves as they would have acquired and assumed had
                  such assignee been an original party hereto as a Lender with
                  the rights and/or obligations acquired or assumed by it as a
                  result of such transfer.

        (d)     Each of the parties hereto confirms that:

            (i)   the delivery to an assignee of a Transfer Notice signed by a
                  Lender constitutes an irrevocable offer (subject to the
                  conditions of Section 13.11(c)) by each of the parties hereto
                  to accept such transferee (subject to the conditions set out
                  herein) as a Lender party hereto with the rights and
                  obligations so expressed to be transferred;


<PAGE>
                                     -109-


            (ii)  such offer may be accepted by such assignee by the execution
                  of such Transfer Notice by such assignee and upon fulfilment
                  of the conditions set forth in Section 13.11(c); and

            (iii) the provisions of this Agreement shall apply to the contract
                  between the parties thereto arising as a result of acceptance
                  of such offer.

        (e)     The Administrative Agent shall not be obliged to accept any
                Transfer Notice received by it hereunder and no such Transfer
                Notice may take effect on any day on or after the receipt by the
                Administrative Agent of a Drawdown Notice and prior to the date
                for the making of the proposed Advance.

        (f)     No transfer pursuant to this Section 13.11 shall, unless the
                Administrative Agent otherwise decides in its absolute
                discretion and notifies the parties to such transfer
                accordingly, be effective if the date for effectiveness of such
                transfer on the day on which the Administrative Agent receives
                the applicable Transfer Notice is on, or less than five Banking
                Days before, the day for the payment of any interest or fee
                hereunder.

        (g)     Any Lender may participate all or any part of its interest
                hereunder, provided that any such participation does not give
                rise to a claim for increased costs pursuant to Article 5 or any
                obligation on the part of an Obligor to deduct or withhold any
                Taxes from or in respect of any sum payable hereunder to an
                Agent or the Lenders, or such Lender and participant waive the
                right to any benefits under Section 5.8 and, in such case,
                notice of such participation has been given to the
                Administrative Agent and Celestica. Such participant shall not
                be entitled to any vote as a Lender. The Borrowers shall not be
                obligated to deal with any participant and shall be entitled to
                deal solely with the Lender and the Lender shall not be released
                from any of its obligations to the Borrowers as a result of such
                participation except to the extent that the participant has
                fulfilled such obligations. Such participants shall be bound to
                the same confidentiality provisions with respect to the
                Facility, the Borrowers and the Guarantors as are applicable to
                the Lenders.

13.12           CERTAIN REQUIREMENTS IN RESPECT OF MERGER, ETC.

                No Borrower shall, and the Borrowers shall not permit any
Restricted Subsidiary (in each case, a "PREDECESSOR CORPORATION") to, enter into
any transaction (whether by way of liquidation, dissolution, amalgamation,
merger, transfer, sale or otherwise) whereby all or substantially all of its
undertaking, property and assets would become the property of any other Person
or, in the case of any such amalgamation or merger, of the continuing company
resulting therefrom, or whereby the obligation of the Predecessor Corporation to
pay amounts under this Agreement would become subject to novation or assumed or
undertaken by any other such Person or continuing company (a "CORPORATE
REORGANIZATION"), provided that it may do so (and if the Predecessor Corporation
is a Borrower or a Material Restricted Subsidiary such Person or


<PAGE>
                                     -110-


continuing company shall become a party to this Agreement or to the Guarantee
provided by such Material Restricted Subsidiary, as the case may be) if:

        (a)     such other Person or continuing company (herein referred to as a
                "SUCCESSOR CORPORATION") is a Borrower or Restricted Subsidiary;

        (b)     where required in the reasonable opinion of Lenders' Counsel, a
                Successor Corporation which is a Borrower or Material Restricted
                Subsidiary shall execute and/or deliver to the Agent an
                agreement supplemental hereto or to the Guarantee or Guarantees
                executed by a Predecessor Corporation or Predecessor
                Corporations, as the case may be, in form reasonably
                satisfactory to the Administrative Agent and execute and/or
                deliver such other instruments, if any, which to the reasonable
                satisfaction of the Administrative Agent and in the opinion of
                Lenders' Counsel are necessary to evidence (i) the assumption by
                the Successor Corporation of liability under each Loan Document
                to which the Predecessor Corporation is a party for the due and
                punctual payment of all money payable by the Predecessor
                Corporation thereunder, and (ii) the covenant of the Successor
                Corporation to pay the same and (iii) the agreement of the
                Successor Corporation to observe and perform all the covenants
                and obligations of the Predecessor Corporation under each Loan
                Document to which the Predecessor Corporation was a party and to
                be bound by all the terms of each such Loan Document so far as
                they relate to the Predecessor Corporation which instruments, if
                any, shall be in form reasonably satisfactory to the
                Administrative Agent;

        (c)     such transaction would not have a Material Adverse Effect;

        (d)     all Other Taxes payable as a result of such transaction have
                been paid;

        (e)     such transaction will not result in any claim for increased
                costs pursuant to Section 5.1 or result in any Tax being levied
                on or payable by the Administrative Agent or any Lender (except
                for Taxes on the overall net income or capital of the
                Administrative Agent or a Lender provided there is no increase
                in such Taxes as a result of such transaction);

        (f)     such transaction will not cause, or have the result of the
                Administrative Agent, the Lenders or any of them being in
                default under, noncompliance with, or violation of, any
                Applicable Law;

        (g)     an opinion of Borrowers' counsel substantially in the form and
                as to matters addressed in the opinion of Borrowers' Counsel
                delivered pursuant to Section 6.1 shall have been delivered to
                the Administrative Agent;

        (h)     each of the covenants set forth in Section 9.3 shall be
                satisfied on an actual and PRO FORMA basis after giving effect
                to such transaction; and

<PAGE>
                                     -111-


        (i)     no Default or Event of Default shall have occurred and be
                continuing or will occur as a result of such transaction.

                Sections 13.12(a), (b) and (g) shall not apply to the respective
liquidation or dissolution of Celestica Ireland B.V. and Celestica Power Systems
USA Inc.

                This Section 13.12 shall not apply to permit any consolidation,
amalgamation or merger by or of Celestica unless, as the result thereof, the
Successor Corporation is Celestica.

                A Successor Corporation shall not be required to comply with
Sections 13.12(b) and (g) in respect of a Corporate Reorganization where one or
more of the participants in the subject Corporate Reorganization is a
Predecessor Corporation which is a Borrower or Restricted Subsidiary existing
under the laws of an Exempted Jurisdiction and which, prior to the completion of
such Corporate Reorganization, delivered a Guarantee in accordance with
Section 9.1(m)(i) and the Guarantee delivered by such Predecessor Corporation
(the "PREDECESSOR GUARANTEE") has not been terminated or released. In this
paragraph, "EXEMPTED JURISDICTION" means:

            (i)   the Province of Ontario, unless, following the date hereof,
                  the laws of such Province change in a manner that would
                  adversely affect the enforceability of the Predecessor
                  Guarantee against the Successor Corporation;

            (ii)  Canada, unless, following the date hereof, the laws of Canada
                  or the laws of the Province of Canada which govern such
                  Guarantee change in a manner that would adversely affect the
                  enforceability of the Predecessor Guarantee against the
                  Successor Corporation; and

            (iii) the State of Delaware, unless, following the date hereof, the
                  laws of such State change in a manner that would adversely
                  affect the enforceability of the Predecessor Guarantee against
                  the Successor Corporation.

13.13           LOCATION OF LENDERS

                Unless otherwise agreed between the Administrative Agent and
Celestica, each Lender shall be resident in, or have a branch, Subsidiary or
Affiliate in each of Canada, the United States of America and the United Kingdom
and each Lender or a Subsidiary or Affiliate thereof shall be a Canadian Lender,
a U.S. Lender and a U.K. Lender. In respect of any Lender which assigns or
shares part of its Commitment with an Affiliate or Subsidiary, the provisions of
Article 11 relating to the appointment and authorization of the Administrative
Agent and the indemnification of the Agents shall apply equally to each such
Affiliate and Subsidiary.

13.14           SET-OFF

                If an Event of Default has occurred, each Agent and Lender shall
have the right to set off against any accounts, credits or balances maintained
by the Obligors with any Agent or any Lender, any amount due hereunder.


<PAGE>
                                     -112-


13.15           TIME OF THE ESSENCE

                Time shall be of the essence in this Agreement.

13.16           ADVERTISEMENTS

                The Administrative Agent and the Lenders agree that prior to any
advertisement with respect to this transaction, the Agent shall obtain the
written consent of Celestica as to the form and content of such advertisement,
such consent not to be reasonably withheld and to be provided as soon as
practicable.

                IN WITNESS WHEREOF the parties hereto have executed this
Agreement.

                                            THE BANK OF NOVA SCOTIA,
                                            AS ADMINISTRATIVE AGENT

                                            By: /s/ Robert Hosie
                                                -------------------------------
                                                   Name:  Robert Hosie
                                                   Title: Managing Director


                                            By: /s/ Paul Phillips
                                                -------------------------------
                                                   Name:  Paul Phillips
                                                   Title: Director


                                            THE BANK OF NOVA SCOTIA,
                                            AS CANADIAN FACILITY AGENT

                                            By: /s/ Robert Hosie
                                                -------------------------------
                                                   Name:  Robert Hosie
                                                   Title: Managing Director


                                            By: /s/ Paul Phillips
                                                -------------------------------
                                                   Name:  Paul Phillips
                                                   Title: Director





<PAGE>
                                     -113-



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

                                            By: /s/ Robert Hosie
                                                -------------------------------
                                                   Name:  Robert Hosie
                                                   Title: Managing Director


                                            By: /s/ Paul Phillips
                                                -------------------------------
                                                   Name:  Paul Phillips
                                                   Title: Director


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

                                            By: /s/ Roger Ellis
                                                -------------------------------
                                                   Name:  Roger Ellis
                                                   Title: Managing Director


                                            By: /s/ David Giles
                                                -------------------------------
                                                   Name:  David Giles
                                                   Title: Director


                                            CELESTICA

                                            By: ________________________________
                                                   Name:  -
                                                   Title: -


                                            By: ________________________________
                                                   Name:  -
                                                   Title: -




<PAGE>
                                     -114-



                             DESIGNATED SUBSIDIARIES

                                            CELESTICA INTERNATIONAL INC.

                                            By: ________________________________
                                                   Name:  -
                                                   Title: -


                                            By: ________________________________
                                                   Name:  -
                                                   Title: -


                                            CELESTICA (U.S.) INC.

                                            By: ________________________________
                                                   Name:  -
                                                   Title: -


                                            By: ________________________________
                                                   Name:  -
                                                   Title: -


                                            CELESTICA CORPORATION

                                            By: ________________________________
                                                   Name:  -
                                                   Title: -


                                            By: ________________________________
                                                   Name:  -
                                                   Title: -


                                            CELESTICA LIMITED

                                            By: ________________________________
                                                   Name:  -
                                                   Title: -

                                            By: ________________________________
                                                   Name:  -
                                                   Title: -

<PAGE>
                                     -115-

                                            THE BANK OF NOVA SCOTIA,
                                            AS CANADIAN LENDER

                                            By: /s/ Robert Miret
                                                -------------------------------
                                                   Name:  Robert Miret
                                                   Title: Managing Director


                                            By: /s/ Paul Phillips
                                                -------------------------------
                                                   Name:  Paul Phillips
                                                   Title: Director


                                            THE BANK OF NOVA SCOTIA,
                                            AS U.S. LENDER

                                            By: ________________________________
                                                   Name:  -
                                                   Title: -


                                            By: ________________________________
                                                   Name:  -
                                                   Title: -


                                            SCOTIABANK EUROPE PLC,
                                            AS U.K. LENDER

                                            By: /s/ David Giles
                                                -------------------------------
                                                   Name:  David Giles
                                                   Title: Director


                                            By: /s/ Simon Tannett
                                                -------------------------------
                                                   Name:  Simon Tannett
                                                   Title: Associate




<PAGE>
                                     -116-


                                            CANADIAN IMPERIAL BANK OF COMMERCE,
                                            AS CANADIAN LENDER

                                            By: /s/ Vlada Dekina
                                                -------------------------------
                                                   Name:  Vlada Dekina
                                                   Title: Director


                                            CIBC INC.,
                                            AS U.S. LENDER

                                            By: /s/ Howard Palmer
                                                -------------------------------
                                                   Name:  Howard Palmer
                                                   Title: Executive Director
                                                          CIBC World Markets
                                                          Corp., as agent


                                            CANADIAN IMPERIAL BANK OF COMMERCE,
                                            LONDON BRANCH, AS U.K. LENDER

                                            By: /s/ Vlada Dekina
                                                -------------------------------
                                                   Name:  Vlada Dekina
                                                   Title: Director




<PAGE>
                                     -117-



                                            ABN-AMRO BANK CANADA, AS CANADIAN
                                            LENDER

                                            By: /s/ Lawrence J. Maloney
                                                -------------------------------
                                                   Name:  Lawrence J. Maloney
                                                   Title: Senior Vice President


                                            By: /s/ Rick Van Waterschoot
                                                -------------------------------
                                                   Name:  Rick Van Waterschoot
                                                   Title: Vice President


                                            ABN-AMRO BANK N.V.,
                                            AS U.S. LENDER

                                            By: /s/ Lawrence J. Maloney
                                                -------------------------------
                                                   Name:  Lawrence J. Maloney
                                                   Title: Senior Vice President


                                            By: /s/ Rick Van Waterschoot
                                                -------------------------------
                                                   Name:  Rick Van Waterschoot
                                                   Title: Vice President


                                            ABN-AMRO BANK N.V.,
                                            AS U.K. LENDER

                                            By: /s/ Lawrence J. Maloney
                                                -------------------------------
                                                   Name:  Lawrence J. Maloney
                                                   Title: Senior Vice President


                                            By: /s/ Rick Van Waterschoot
                                                -------------------------------
                                                   Name:  Rick Van Waterschoot
                                                   Title: Vice President




<PAGE>
                                     -118-



                                            BANK OF MONTREAL,
                                            AS CANADIAN LENDER

                                            By: /s/ Sean Gallaway
                                                -------------------------------
                                                   Name:  Sean Gallaway
                                                   Title: Associate Asset
                                                          Portfolio
                                                          Management


                                            BANK OF MONTREAL,
                                            AS U.S. LENDER

                                            By: /s/ Bruce A. Pietka
                                                -------------------------------
                                                   Name:  Bruce A. Pietka
                                                   Title: Director


                                            BANK OF MONTREAL,
                                            AS U.K. LENDER

                                            By: /s/ Sean Gallaway
                                                -------------------------------
                                                   Name:  Sean Gallaway
                                                   Title: Associate Asset
                                                          Portfolio Management


<PAGE>
                                     -119-



                                            ROYAL BANK OF CANADA,
                                            AS CANADIAN LENDER

                                            By: /s/ Tom Fairbrother
                                                -------------------------------
                                                   Name:  Tom Fairbrother
                                                   Title: Senior Account Manager

                                            By: /s/ Sandra Lekoff
                                                -------------------------------
                                                   Name:  Sandra Lekoff
                                                   Title:  Senior Manager


                                            ROYAL BANK OF CANADA,
                                            AS U.S. LENDER

                                            By: /s/ Sheryl L. Greenberg
                                                -------------------------------
                                                   Name:  Sheryl L. Greenberg
                                                   Title: Senior Manager


                                            ROYAL BANK OF CANADA,
                                            AS U.K. LENDER

                                            By: /s/ Tom Fairbrother
                                                -------------------------------
                                                   Name:  Tom Fairbrother
                                                   Title: Senior Account Manager

                                            By: /s/ Sandra Lekoff
                                                -------------------------------
                                                   Name:  Sandra Lekoff
                                                   Title:  Senior Manager



<PAGE>
                                     -120-



                                            BANK OF TOKYO-MITSUBISHI (CANADA),
                                            AS CANADIAN LENDER

                                            By: /s/ D.C.A. Frost
                                                -------------------------------
                                                   Name:  D.C.A. Frost
                                                   Title: Senior Vice President

                                            By: /s/ T. Vanderlaan
                                                -------------------------------
                                                   Name:  T. Vanderlaan
                                                   Title:  Senior Manager


                                            BANK OF TOKYO-MITSUBISHI, LTD.
                                            AS U.S. LENDER

                                            By: /s/ Catherine Moeser
                                                -------------------------------
                                                   Name:  Catherine Moeser
                                                   Title: Attorney-in-fact


                                            BANK OF TOKYO-MITSUBISHI, LTD.
                                            AS U.K. LENDER

                                            By: /s/ Andrew Tarnouth
                                                -------------------------------
                                                   Name:  Andrew Tarnouth
                                                   Title: Head of Corporate
                                                          Banking