<PAGE>

                                                                  Exhibit 2.4


                           SECOND AMENDED AND RESTATED

                         REVOLVING TERM CREDIT AGREEMENT

                CELESTICA INC. AND THE SUBSIDIARIES SPECIFIED AS

                         DESIGNATED SUBSIDIARIES HEREIN,

                                  AS BORROWERS

                                     - AND -

                               CIBC WORLD MARKETS,

                  AS JOINT LEAD ARRANGER AND SYNDICATION AGENT

                                     - AND -

                              RBC CAPITAL MARKETS,

                AS JOINT LEAD ARRANGER AND CO-DOCUMENTATION AGENT

                                     - AND -

                         BANK OF AMERICA SECURITIES LLC,

                AS JOINT LEAD ARRANGER AND CO-DOCUMENTATION AGENT

                                     - AND -

                            THE BANK OF NOVA SCOTIA,

                             AS ADMINISTRATIVE AGENT

                                     - AND -

                 THE FINANCIAL INSTITUTIONS NAMED IN SCHEDULE A,

                                   AS LENDERS

                             UP TO U.S.$ 500,000,000

                         REVOLVING TERM CREDIT FACILITY

                          MADE AS OF DECEMBER 17, 2002


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                                TABLE OF CONTENTS

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ARTICLE 1

         INTERPRETATION..........................................................................................3
         1.1      Definitions....................................................................................3
         1.2      Headings......................................................................................25
         1.3      Use of Defined Terms..........................................................................25
         1.4      Extended Meanings.............................................................................25
         1.5      Cross References..............................................................................25
         1.6      Reference to Agents or Lenders................................................................25
         1.7      Accounting Terms..............................................................................26
         1.8      Consolidated Financial Statements and Consolidated Accounts...................................26
         1.9      Non-Banking Days..............................................................................26
         1.10     References to Time of Day.....................................................................26
         1.11     Severability..................................................................................26
         1.12     Currency......................................................................................27
         1.13     References to Statutes........................................................................27
         1.14     References to Agreements......................................................................27
         1.15     Consents and Approvals........................................................................27
         1.16     Schedules.....................................................................................27

ARTICLE 2

         THE FACILITY...........................................................................................29
         2.1      Establishment of the Facility.................................................................29
         2.2      Purpose, Nature and Term of the Facility......................................................29
         2.3      Availability of Advances......................................................................29
         2.4      Lenders' Obligations..........................................................................31
         2.5      Repayment of Advances by Former Designated Subsidiaries.......................................31
         2.6      Repayment of Facility.........................................................................31
         2.7      Payments/Cancellation or Reduction............................................................32
         2.8      Final Maturity Date; Extension of Conversion Date.............................................33
         2.9      Interest on Prime Rate Advances...............................................................36
         2.10     Interest on Base Rate Canada Advances.........................................................36
         2.11     [Intentionally Deleted].......................................................................37
         2.12     LIBOR Advances................................................................................37
         2.13     Method and Place of Payment...................................................................38
         2.14     Fees..........................................................................................39
         2.15     Conversion Options............................................................................39
         2.16     Execution of Notices..........................................................................40
         2.17     Evidence of Indebtedness......................................................................40
         2.18     Interest on Unpaid Costs and Expenses.........................................................40
         2.19     Criminal Rate of Interest.....................................................................41
         2.20     Compliance with the Interest Act (Canada).....................................................41
         2.21     Nominal Rate of Interest......................................................................41
         2.22     Swing Line Facility...........................................................................41
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         2.23     Increase In Aggregate Commitment Amount To U.S.$ 500,000,000..................................44

ARTICLE 3

          LETTERS OF CREDIT.....................................................................................45
         3.1      Issuance Request..............................................................................45
         3.2      Issuances.....................................................................................45
         3.3      Other Lenders' Participation..................................................................46
         3.4      Reimbursement.................................................................................47
         3.5      Deemed Disbursements..........................................................................48
         3.6      Nature of Reimbursement Obligations...........................................................48
         3.7      Indemnity for Costs...........................................................................49
         3.8      Fees..........................................................................................49
         3.9      Issuing Bank..................................................................................50

ARTICLE 4

         BANKERS' ACCEPTANCES AND ACCEPTANCE NOTES..............................................................51
         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.......................................................................52
         4.7      Special Provisions Relating to Acceptance Notes...............................................53
         4.8      No Market.....................................................................................53

ARTICLE 5

         CHANGE OF CIRCUMSTANCES AND INDEMNIFICATION............................................................54
         5.1      [Intentionally Deleted].......................................................................54
         5.2      [Intentionally Deleted].......................................................................54
         5.3      Lender Representation.........................................................................54
         5.4      [Intentionally Deleted].......................................................................54
         5.5      Increased Costs...............................................................................54
         5.6      Illegality....................................................................................55
         5.7      Mitigation....................................................................................56
         5.8      Taxes.........................................................................................57
         5.9      Tax Refund....................................................................................59

ARTICLE 6

         CONDITIONS PRECEDENT...................................................................................60
         6.1      Conditions for Closing........................................................................60
         6.2      Conditions for First Drawdown.................................................................61
         6.3      Conditions for Subsequent Drawdowns...........................................................61
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ARTICLE 7

         PROVISIONS RELATING TO SUBSIDIARIES....................................................................63
         7.1      Designated Subsidiaries.......................................................................63
         7.2      Intentionally Deleted.........................................................................65
         7.3      Material Restricted Subsidiaries to Provide Guarantees........................................65
         7.4      Unrestricted Subsidiaries.....................................................................65

ARTICLE 8

         REPRESENTATIONS AND WARRANTIES.........................................................................67
         8.1      Representations and Warranties................................................................67
         8.2      Survival of Representations and Warranties....................................................71
         8.3      Deemed Repetition of Representations and Warranties...........................................72

ARTICLE 9

         COVENANTS..............................................................................................73
         9.1      Affirmative Covenants.........................................................................73
         9.2      Negative Covenants............................................................................78
         9.3      Financial Covenants...........................................................................80

ARTICLE 10

         DEFAULT AND ACCELERATION...............................................................................82
         10.1     Events of Default.............................................................................82
         10.2     Acceleration..................................................................................85
         10.3     Remedies with Respect to Bankers' Acceptance Advances and Letters of Credit...................85
         10.4     Remedies Cumulative and Waivers...............................................................86
         10.5     Suspension of Lenders' Obligations............................................................86
         10.6     Application of Payments After an Event of Default.............................................86

ARTICLE 11

         THE ADMINISTRATIVE AGENT AND ADMINISTRATION OF THE FACILITY............................................88
         11.1     Authorization of Action.......................................................................88
         11.2     Procedure for Making Advances.................................................................88
         11.3     Remittance of Payments........................................................................89
         11.4     Redistribution of Payment.....................................................................90
         11.5     Duties and Obligations........................................................................91
         11.6     Prompt Notice to the Lenders..................................................................92
         11.7     Agent's Authority.............................................................................92
         11.8     Lender's Independent Credit Decision..........................................................92
         11.9     Indemnification...............................................................................93
         11.10    Successor Agent...............................................................................93
         11.11    Taking and Enforcement of Remedies............................................................94
         11.12    Reliance Upon Lenders.........................................................................95
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         11.13    Reliance upon Administrative Agent............................................................95
         11.14    Replacement of Cancelled Commitments..........................................................95
         11.15    Disclosure of Information.....................................................................96
         11.16    Adjustments of Rateable Portions..............................................................97

ARTICLE 12

         COSTS, EXPENSES AND INDEMNIFICATION....................................................................99
         12.1     Costs and Expenses............................................................................99
         12.2     Indemnification by the Borrowers..............................................................99
         12.3     Funds.........................................................................................99
         12.4     General Indemnity............................................................................100
         12.5     Environmental Claims.........................................................................101

ARTICLE 13

         GENERAL...............................................................................................103
         13.1     Term.........................................................................................103
         13.2     Survival.....................................................................................103
         13.3     Benefit of the Agreement.....................................................................103
         13.4     Notices......................................................................................103
         13.5     Amendment and Waiver.........................................................................104
         13.6     Governing Law................................................................................105
         13.7     Further Assurances...........................................................................105
         13.8     Enforcement and Waiver by the Lenders........................................................105
         13.9     Execution in Counterparts....................................................................105
         13.10    Assignment by the Borrowers..................................................................105
         13.11    Assignments and Transfers by a Lender........................................................105
         13.12    Certain Requirements in Respect of Merger, Etc...............................................108
         13.13    Set-Off......................................................................................110
         13.14    Time of the Essence..........................................................................110
         13.15    Advertisements...............................................................................110

SCHEDULE A - LENDERS

SCHEDULE B - LENDERS' COMMITMENTS

SCHEDULE C - APPLICABLE MARGIN, FACILITY FEE, UTILIZATION FEE AND LC FEE

SCHEDULE D - QUARTERLY CERTIFICATE ON COVENANTS

SCHEDULE E - CONVERSION NOTE

SCHEDULE F - CANADIAN DESIGNATED SUBSIDIARY AGREEMENT

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SCHEDULE G - DRAWDOWN NOTICE AND NOTICE OF SWING LINE
             BORROWING

SCHEDULE H - GUARANTEES

SCHEDULE I - ROLLOVER NOTICE

SCHEDULE J - TRANSFER NOTICE

SCHEDULE K - ISSUANCE REQUEST

SCHEDULE L - ACCEPTANCE NOTE

SCHEDULE M - CONSENT LENDER NOTICE

SCHEDULE N - MANDATORY COST CALCULATION

SCHEDULE O - OPINIONS OF COUNSEL

SCHEDULE P - EXTENSION REQUEST

SCHEDULE Q - PERMITTED ENCUMBRANCE CERTIFICATE
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                                      -v-


<PAGE>

           SECOND AMENDED AND RESTATED REVOLVING TERM CREDIT AGREEMENT

                  MADE as of the 17th day of December, 2002.

         B E T W E E N:

                  CELESTICA INC.,

                  a corporation incorporated under the laws of the Province of
                  Ontario,

                                                              OF THE FIRST PART,

                                     - and -

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

                                     - and -

                  CIBC WORLD MARKETS,
                  as Joint Lead Arranger and Syndication Agent,

                                                              OF THE THIRD PART,

                                     - and -

                  RBC CAPITAL MARKETS,
                  as Joint Lead Arranger and Co-Documentation Agent,

                                                             OF THE FOURTH PART,

                  BANK OF AMERICA SECURITIES LLC,
                  as Joint Lead Arranger and Co-Documentation Agent,

                                                              OF THE FIFTH PART,

                                     - and -

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

                                                              OF THE SIXTH PART,

                                     - and -


<PAGE>

                                      -2-

                  THE FINANCIAL INSTITUTIONS NAMED IN SCHEDULE
                  A, as Lenders,

                                                            OF THE SEVENTH PART.


WHEREAS Celestica Inc., the Subsidiaries of Celestica Inc. designated therein as
Designated Subsidiaries, The Bank of Nova Scotia as the Administrative Agent,
the Canadian Facility Agent, the U.S. Facility Agent and the U.K. Facility Agent
and the financial institutions named therein as the Lenders are parties to an
Amended and Restated Revolving Term Credit Agreement dated as of June 8, 2001
(the "EXISTING CREDIT AGREEMENT") which amended and restated a Credit Agreement
among Celestica Inc., the Subsidiaries of Celestica Inc. designated therein as
Designated Subsidiaries, The Bank of Nova Scotia as the Administrative Agent,
the Canadian Facility Agent, the U.S. Facility Agent and the U.K. Facility Agent
and the financial institutions named therein as the Lenders dated as of April
22, 1999;

AND WHEREAS 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:

<PAGE>

                                      -3-

                                   ARTICLE 1
                                 INTERPRETATION

1.1      DEFINITIONS

         In this Agreement:

"ACCEPTANCE NOTE" means a non-interest bearing promissory note of a Borrower
substantially in the form of Schedule L delivered to a Lender in the
circumstances set out in Section 4.7(a);

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

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

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

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

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

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

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

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

"AGENTS" means the Administrative Agent, the Syndication Agent and the
Co-Documentation Agents and "Agent" shall mean any one of them;

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

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

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                                      -4-

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

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

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

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

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

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

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

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

"BANKERS' ACCEPTANCE ADVANCE" means the advance of funds to a Borrower 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 and

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

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

<PAGE>

                                      -5-

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

"BASE RATE CANADA ADVANCE" means a loan made by the Lenders to a Borrower on
which interest is payable based on the Base Rate Canada plus the Applicable
Margin;

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

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

"BUSINESS" means the business of:

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

     (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, Canada time) on the first day of such term; and

<PAGE>

                                      -6-

     (b)  for the Non-Schedule I Reference Lenders in respect of the Bankers'
          Acceptances or Acceptance Notes to be accepted by the Non-Schedule I
          Lenders, as are quoted by such Non-Schedule I Reference Lenders as of
          10:00 a.m. (Toronto, Canada 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, Canada 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, (a) 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; and (b) which has satisfied and
complied with the terms of Section 7.1(b);

"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;

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

"CIBC" means Canadian Imperial Bank of Commerce, a Canadian chartered bank;

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

<PAGE>

                                      -7-

"CLOSING" means the consummation of the transactions contemplated herein,
including, without limitation, the satisfaction of the conditions precedent set
out in Section 6.1 and the Facility becoming available to the Borrowers subject
to the terms of this Agreement;

"CLOSING DATE" means December 17, 2002;

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

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

"CONSENT DESIGNATED SUBSIDIARIES" means a Designated Subsidiary; (a) which was
not incorporated, continued, amalgamated or otherwise created in accordance with
the laws of a Province of Canada or the federal laws of Canada; and (b) which
has satisfied and complied with the terms of Section 7.1(c);

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

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

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

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

"CONVERSION DATE" means December 15, 2003 or such later date to which the
Conversion Date has been extended pursuant to the provisions of Section 2.8;

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

"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;

<PAGE>

                                      -8-

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

"DESIGNATED SUBSIDIARY" means a directly or indirectly wholly-owned Restricted
Subsidiary of Celestica designated by Celestica as a Canadian Designated
Subsidiary or a Consent Designated Subsidiary in accordance with and which
complies with the applicable terms of Section 7.1 of this Agreement;

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

"DISBURSEMENT" has the meaning specified in Section 3.4;

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

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

"DRAWDOWN" means a drawdown of an Advance;

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

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

"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,


<PAGE>

                                      -9-

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

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

     (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;

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

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


<PAGE>

                                      -10-

"ERISA" means the United States EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974;

"EURO" means the single currency of the Participating Member States introduced
on January 1, 1999;

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

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

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

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

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

"FACILITY" means the revolving term credit facility in an aggregate principal
amount of U.S.$ 350,000,000 to be made available to the Borrowers as set forth
in Article 2 as same may be increased and/or extended subject to the terms set
forth herein;

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

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

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

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

"FINAL MATURITY DATE" means the day which is one year from the last Conversion
Date;

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


<PAGE>

                                      -11-

"GAAP" means those Canadian generally accepted accounting principles as now or
(except as provided in item (a) (iii) of the definition of Gross Funded Debt)
hereafter adopted by the Canadian Institute of Chartered Accountants or any
successor thereto;

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

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

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

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

     (a)  the following amounts 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 aggregate net marked-to-market liability under all Hedging
               Obligations;

          (v)  any Acquired Indebtedness outstanding at such time;

          (vi) the outstanding amounts under any Permitted Securitization
               Transactions; and

          (vii) the aggregate amounts outstanding under synthetic leases to
               which Celestica and its Restricted Subsidiaries are parties being
               the aggregate original cost of the assets subject to all such
               leases less all payments made on account of principal under all
               such leases on or prior to the date on which such amounts are
               determined;

plus


<PAGE>

                                      -12-

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

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

"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" means any contaminant, pollutant, waste of any nature,
hazardous or toxic substance or material or dangerous good as defined,
judicially interpreted or identified in any Environmental Law or any substance
that causes harm or degradation to the surrounding environment or injury to
human health and, without restricting the generality of the foregoing, includes
any pollutant, contaminant, waste, hazardous waste, deleterious substance or
dangerous good present in such quantity or state that it contravenes any
Environmental Laws or gives rise to any liability or obligation under any
Environmental Law;

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

"INDEBTEDNESS" of any Person means, without duplication:

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

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

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

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

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


<PAGE>

                                      -13-

          such indebtedness shall have been assumed by such Person or is limited
          in recourse;

     (f)  all Contingent Liabilities of such Person; and

     (g)  any Acquired Indebtedness.

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

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

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

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

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

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

"INTEREST PERIOD" means relative to any LIBOR Advance, Bankers' Acceptance or
Advance by way of an Acceptance Note, the period commencing on (and including)
the date on which such LIBOR Advance is made or continued as, or converted into,
a LIBOR Advance or such Bankers' Acceptance or Acceptance Note is issued, and
ending on (but excluding) the day which is, in the case of a Bankers' Acceptance
or Acceptance Note, approximately 30, 60, 90 or 180 days thereafter, or which in
the case of any LIBOR Advance, numerically corresponds to such date one, two,
three or six months thereafter (or, if such month has no numerically
corresponding date, on the last Banking Day of such month), 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 Period shall end on
          the Banking Day next preceding such numerically corresponding day);

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

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


<PAGE>

                                      -14-

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

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

"JOINT LEAD ARRANGERS" means CIBC World Markets, RBC Capital Markets and Bank of
America Securities LLC;

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

"LENDERS" means the financial institutions set out in Schedule A and "Lender"
shall mean any such financial institution;

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

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

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

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

     (a)  the rate of interest per annum of the offered quotations for deposits
          in United States Dollars 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
          United States Dollars) at or about 10:00 a.m. (London, England time)
          on the applicable Rate Fixing Day; or

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

     (c)  if a rate cannot be determined under either of paragraphs (a) and (b)
          above, the rate determined by the Administrative Agent for a
          particular Interest Period to be the arithmetic average of the rates
          per annum at which deposits in United States Dollars in immediately
          available funds are offered by prime London banks to the LIBOR Offices
          in the London interbank market for a period equal to or


<PAGE>

                                      -15-

          comparable to the Interest Period and an amount comparable to the
          Advance at or about 10:00 a.m. (London, England time) on the
          applicable Rate Fixing Day.

For the purposes of this definition, "RATE FIXING DAY" means in respect of each
Interest Period, the second Banking Day before the first day of such Interest
Period.

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

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

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

"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;

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

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

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

          (i)  such Lender's Commitment at such time (or, if such Lender is the
               Swing Line Lender, the Main Facility Commitment) to

          (ii) the aggregate of the Commitments of all of the Lenders (other
               than the Swing Line Lender) at such time and the Main Facility
               Commitment at such time;

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


<PAGE>

                                      -16-

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

"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 unconsolidated 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 unconsolidated assets of the Borrowers and Restricted
Subsidiaries, Celestica shall set out in a Schedule to the Officer's Certificate
to be delivered in accordance with Section 9.1(a)(iii) the Restricted
Subsidiaries which it wishes to designate as Material Restricted Subsidiaries
such that unconsolidated assets of all of the Restricted Subsidiaries which are
not Material Restricted Subsidiaries shall not exceed ten percent (10%) of the
unconsolidated assets of the Borrowers and Restricted Subsidiaries on such date;

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

"NON-SCHEDULE I LENDERS" means Lenders which are not Canadian chartered banks
that are listed on Schedule I to the BANK ACT (Canada);

"NON-SCHEDULE I REFERENCE LENDERS" means, where there are two or fewer Lenders
which are not Canadian chartered banks that are listed on Schedule I to the BANK
ACT (Canada), all such Lenders, and where there are more than two such Lenders,
two of such Lenders chosen by the Administrative Agent and identified by written
notice to Celestica and where there is one such Lender, that Lender;

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

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

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


<PAGE>

                                      -17-

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

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

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

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

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

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

"PARTICIPATING MEMBER STATE" means a member state of the European Communities
that adopts or has adopted the Euro as its lawful currency under the legislation
of the European Union for European Monetary Union;

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

"PENSION PLAN" means:


<PAGE>

                                      -18-

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

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

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

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

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

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


<PAGE>

                                      -19-

     (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;

     (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;


<PAGE>

                                      -20-

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

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

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

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

     (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)  Liens granted by Celestica International in favour of Celestica in
          connection with a Loan Agreement made as of November 4, 1996, as
          amended, between Celestica International (under its former name
          Celestica, Inc.) and 1201541 Ontario Inc. (a predecessor in interest
          to Celestica);

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

"PERMITTED SECURITIZATION TRANSACTION" means any transaction providing for the
sale, securitization or other asset-backed financing (collectively,
"Securitization Transactions") of:

          (i)  trade accounts receivable of or owing to Celestica or any
               Restricted Subsidiary (and/or contractual rights relating
               thereto) having an aggregate book value on the date the relevant
               Securitization Transaction is completed that does not exceed the
               sum of (A) 30% of the aggregate book value of the trade accounts
               receivable of or owing to Celestica and its Restricted
               Subsidiaries determined on a consolidated


<PAGE>

                                      -21-

               basis, before giving effect to prior Securitization Transactions
               of trade accounts receivable that have not been collected, on or
               prior to the date on which the relevant Securitization
               Transaction is completed, and (B), as long as there are no
               Advances (other than Letters of Credit) outstanding under this
               Agreement and no advances (other than letters of credit) under
               any other credit agreement under which Celestica or any
               Restricted Subsidiary is a borrower (excluding, for greater
               certainty, overdraft facilities and Acquired Indebtedness), 50%
               of the amount by which (1) the aggregate book value of the
               inventory that is otherwise available for Securitization
               Transactions involving inventory under (ii) below, exceeds (2)
               the aggregate book value of all inventory that has been subject
               to prior Securitization Transactions effected by Celestica and
               its Restricted Subsidiaries; or

          (ii) inventory of Celestica or any Restricted Subsidiary (and/or
               contractual rights relating thereto) having an aggregate book
               value on the date the relevant Securitization Transaction is
               completed that does not exceed the sum of (A) 30% of the
               aggregate book value of the inventory of Celestica and its
               Restricted Subsidiaries determined on a consolidated basis,
               before giving effect to prior Securitization Transactions of
               inventory that has not been incorporated into product sold to a
               third party, on or prior to the date on which the relevant
               Securitization Transaction is completed, and (B), as long as
               there are no Advances (other than Letters of Credit) outstanding
               under this Agreement and no advances (other than letters of
               credit) under any other credit agreement under which Celestica or
               any Restricted Subsidiary is a borrower (excluding, for greater
               certainty, overdraft facilities and Acquired Indebtedness), 50%
               of the amount by which (1) the aggregate book value of the trade
               accounts receivable of or owing to Celestica and its Restricted
               Subsidiaries that are otherwise available for Securitization
               Transactions of trade accounts receivable under (i) above,
               exceeds (2) the aggregate book value of all trade accounts
               receivable that have been subject to prior Securitization
               Transactions effected by Celestica and its Restricted
               Subsidiaries;

         provided that the terms and conditions of all such Securitization
         Transactions shall be on an Arms' 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;


<PAGE>

                                      -22-

"POUNDS STERLING" and "(Pound)" means the lawful currency of the United Kingdom;

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

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

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

"PRIME RATE ADVANCE" means a loan made by the Lenders to a Borrower in Canadian
Dollars on which interest is payable based on the Prime Rate plus the Applicable
Margin;

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

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

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

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

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

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

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

"SCHEDULE I LENDERS" means Lenders which are Canadian chartered banks that are
listed on Schedule I to the BANK ACT (Canada);

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


<PAGE>

                                      -23-

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

"SENIOR UNSECURED CREDIT AGREEMENT" means the Amended and Restated Senior Credit
Agreement dated as of June 8, 2001 among Celestica and the Subsidiaries of
Celestica designated therein, as borrowers, Scotiabank as Administrative Agent,
Canadian Facility Agent, U.S. Facility Agent and U.K. Facility Agent and the
Financial Institutions named therein as lenders as same may be amended,
restated, supplemented, extended or replaced from time to time;

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

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

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

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

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

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

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

"SWING LINE LENDER" means Canadian Imperial Bank of Commerce or such other
Lender as may have agreed to act as a Swing Line Lender and to which Canadian
Imperial Bank of Commerce and Celestica may have agreed to acting as a Swing
Line Lender from time to time.

"SYNTHETIC LEASE" means the Master Lease and Open-end Mortgage dated as of
February 12, 1998 made between Celestica Corp. (under its former name, Celestica
Colorado, Inc.) and BMO Leasing (U.S.) Inc., as same may be amended, restated,
supplemented, extended or replaced from


<PAGE>

                                      -24-

time to time, including, without limitation, the amendment dated December 31,
1998 pursuant to which Celestica Corp. (under its former name Celestica (USA),
Inc.) assumed the liabilities of Celestica Colorado, Inc. under such Master
Lease and Open-end Mortgage;

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

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

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

     (a)  capital stock;

     (b)  preferred stock;

     (c)  paid-in capital;

     (d)  retained earnings; and

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

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

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

     (g)  goodwill and other intangibles; and

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

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


<PAGE>

                                      -25-

"TORONTO OFFICE" means the office of the Administrative Agent located at 44 King
Street West, 14th Floor, Toronto, Ontario, Canada M5H 1H1 (facsimile:
416-866-5991) or such other address as either of the Administrative Agent may
designate by notice to Celestica;

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

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

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

1.2      HEADINGS

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

1.3      USE OF DEFINED TERMS

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

1.4      EXTENDED MEANINGS

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

1.5      CROSS REFERENCES

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

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


<PAGE>

                                      -26-

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 GAAP and all financial data submitted pursuant to this Agreement shall be
prepared in accordance with such principles, consistently applied; provided
that, if Celestica notifies the Administrative Agent that it wishes to amend any
covenant in Section 9.3 to eliminate the effect of any change in GAAP or any
change in the application of accounting policies on the operation of such
covenant (or the Administrative Agent notifies Celestica that the Majority
Lenders wish to amend Section 9.3 for such purpose), Celestica's compliance with
such covenant shall be determined on the basis of GAAP or accounting policies in
effect immediately before the relevant change in GAAP or change in accounting
policies became effective, until either such notices are withdrawn or such
covenant is amended in a manner satisfactory to Celestica, the Administrative
Agent and the Majority Lenders.

1.8      CONSOLIDATED FINANCIAL STATEMENTS AND CONSOLIDATED ACCOUNTS

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

1.9      NON-BANKING DAYS

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


<PAGE>

                                      -27-

1.12     CURRENCY

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

1.13     REFERENCES TO STATUTES

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

1.14     REFERENCES TO AGREEMENTS

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

1.15     CONSENTS AND APPROVALS

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

1.16     SCHEDULES

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

       Schedule A       -     Lenders
       Schedule B       -     Lenders' Commitments
       Schedule C       -     Applicable Margin, Facility Fee, Utilization Fee
                              and LC Fee
       Schedule D       -     Quarterly Certificate on Covenants
       Schedule E       -     Conversion Notice
       Schedule F       -     Designated Subsidiary Agreement
       Schedule G       -     Drawdown Notice and Notice of Swing Line Borrowing
       Schedule H       -     Guarantees
       Schedule I       -     Rollover Notice
       Schedule J       -     Transfer Notice
       Schedule K       -     Issuance Request
       Schedule L       -     Acceptance Note
       Schedule M       -     Consent Lender Notice
       Schedule N       -     Mandatory Cost Calculation

<PAGE>

                                      -28-

       Schedule O       -     Opinions of Counsel
       Schedule P       -     Extension Request
       Schedule Q       -     Permitted Encumbrance Certificate



<PAGE>

                                      -29-


                                   ARTICLE 2
                                  THE FACILITY

2.1      ESTABLISHMENT OF THE FACILITY

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

2.2      PURPOSE, NATURE AND TERM OF THE FACILITY

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

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

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

2.3      AVAILABILITY OF ADVANCES

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

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

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

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


<PAGE>

                                      -30-

               U.S.$ 100,000 in excess thereof, in United States  Dollars by way
               of Base Rate Canada Advances;

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

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

     (b)  Each Drawdown of an Advance pursuant to Section 2.3(a)(i) to (iv)
          shall be made by irrevocable Drawdown Notice, which Drawdown Notice
          shall be given by each Borrower to the Administrative Agent, 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, and Base Rate Canada Advances, and
          (y) 10:00 a.m. London, England time and 10:00 a.m. New York, New York
          time on the third Banking Day prior to the relevant Drawdown Date in
          the case of a LIBOR Advance in United States Dollars.

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

     (d)  If a Borrower wishes to make a Drawdown under the Facility for the
          purpose of financing a Take-over Bid, such Borrower shall deliver to
          the Administrative Agent a written notice (a "TAKE-OVER BID NOTICE")
          thereof at least ten (10) Banking Days prior to the day on which it
          gives to the Administrative Agent a Drawdown Notice requesting such
          Drawdown. Such Take-over Bid Notice shall include the details of such
          Take-over Bid. As soon as possible, but in any event


<PAGE>

                                      -31-

          within five (5) Banking Days of the giving of the Take-over Bid
          Notice, each Lender shall, acting reasonably and in good faith,
          determine whether or not it wishes to fund its Main Facility Rateable
          Portion of such Drawdown. Notwithstanding any other provisions hereof,
          if any Lender determines that it does not wish to fund its Main
          Facility Rateable Portion of such Drawdown, such Lender shall not be
          required to fund its Main Facility Rateable Portion of such Drawdown
          and the Drawdown shall be reduced accordingly.

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

2.4      LENDERS' OBLIGATIONS

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

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

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

2.5      REPAYMENT OF ADVANCES BY FORMER DESIGNATED SUBSIDIARIES

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

2.6      REPAYMENT OF FACILITY

     (a)  In the event that, at any time, the Outstanding Amount exceeds the
          maximum amount allowed pursuant to Section 2.3 due to changes in
          exchange rates, then Celestica shall forthwith repay to the
          Administrative Agent or cause another Borrower to forthwith repay to
          the Administrative 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


<PAGE>

                                      -32-


          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 Administrative
          Agent cash collateral in an amount equal to the required repayment
          amount to be held by the Administrative Agent for distribution to the
          Lenders as repayment of a Bankers' Acceptance Advance on its maturity
          date (or the last day of its then current Interest Period in the case
          of an Acceptance Note) or repayment of an Acceptance Note or a LIBOR
          Advance on the last day of its then current Interest Period, as the
          case may be.

     (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
          Administrative 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 Administrative 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
          Administrative Agent in an interest-bearing account and shall be
          applied to satisfy Celestica's obligations pursuant to Section 3.4 in
          the event that the Issuing Bank is called upon by a beneficiary to
          honour a Letter of Credit. Following the expiry of all such Letters of
          Credit, the Administrative Agent shall pay to Celestica the amounts so
          deposited, together with any interest accrued thereon less any amount
          paid by the Administrative Agent to the Issuing Bank.

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

2.7      PAYMENTS/CANCELLATION OR REDUCTION

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

     (a)  if any such repayment relates to Bankers' Acceptances, Acceptance
          Notes or Letters of Credit, which have not matured, the Borrower to
          which such Advance


<PAGE>

                                      -33-

          was made shall, at such time, deposit in a cash collateral account
          opened and maintained by the Administrative 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 Administrative Agent all applicable breakage costs, being any loss
          or expense incurred by the Lenders by reason of the resulting
          liquidation or re-employment of deposits of funds;

     (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      FINAL MATURITY DATE; EXTENSION OF CONVERSION DATE

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

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


<PAGE>

                                      -34-

          to have not agreed to the requested extension (for purposes of this
          Section 2.8, the "DISSENTING LENDERS").

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

          (ii) If Lenders having Commitments equal to at least 66 2/3% but
               less than 100% of the Commitments approve the requested extension
               then an Approving Lender, at its option, may acquire all or any
               portion of the rights and obligations of the Dissenting Lenders
               under the Facility by giving written notice to the Administrative
               Agent of the portion of the rights and obligations of the
               Dissenting Lenders which such Approving Lender is prepared to
               acquire. Such notice shall be given within 10 days following
               receipt of the notice from the Administrative Agent advising as
               to the Approving Lenders and the Dissenting Lenders pursuant to
               Section 2.8(b). If more than one Approving Lender gives notice to
               the Administrative Agent that it wishes to acquire all or a
               portion of the rights and obligations of the Dissenting Lenders
               under the Facility, then each Approving Lender shall, subject to
               Section 2.8(b)((iii) be entitled to acquire its pro rata share of
               the rights and obligations of the Dissenting Lenders under the
               Facility. For the purpose of this Section 2.8(b)(ii), the
               Approving Lenders' pro rata shares shall be determined based on
               the Commitments (before acquisition under this Section
               2.8(b)(ii)) of each of the Approving Lenders wishing to acquire a
               portion of the rights and obligations of the Dissenting Lenders
               under the Facility. The Administrative Agent shall give written
               notice to Celestica within five days following the expiry of the
               time for Approving Lenders to give notice of acquisition pursuant
               to this Section 2.8(b)(ii), of the Commitments of the Dissenting
               Lenders so acquired.

          (iii) If one or more of the Approving Lenders (for purposes of this
               Section 2.8(b)(iii), the "ACQUIRING LENDERS") has given notice to
               the Administrative Agent that it wishes to acquire all or a
               portion of the rights and obligations of the Dissenting Lenders
               under the Facility pursuant to Section 2.8(b)(ii), then,
               concurrently with the notice given to Celestica pursuant to
               Section 2.8(b)(ii), the Administrative Agent shall give notice to
               each of the Acquiring Lenders setting out the Commitments of and
               the amount of the outstanding Advances made by the Dissenting
               Lenders to be acquired by each of the Acquiring Lenders in
               accordance with Section 2.8(b)(ii) and of the date (for purposes
               of this Section 2.8(b)(iii), the "ACQUISITION DATE") on which the
               acquisition shall be effective. The Acquisition Date shall be the
               tenth day following the date of the notice given pursuant to this
               Section 2.8(b)(iii). At or before 11:00 a.m. (Toronto, Canada
               time) on the Acquisition Date, each Acquiring Lender shall
               deposit with or transfer to the Administrative Agent for the
               account


<PAGE>

                                      -35-

               of the Dissenting Lenders an amount equal to the amount of the
               outstanding credit to be acquired by it pursuant to this Section
               2.8(b)(iii). Upon receipt of such amounts, the Administrative
               Agent shall (i) disburse such amounts to each of the Dissenting
               Lenders in accordance with their respective entitlement thereto
               against delivery of forms of Transfer Notice executed by each of
               the Dissenting Lenders; and (ii) make appropriate entries in the
               books of account regarding the Facility. The provisions of
               Section 13.11(b), (c) and (d) shall apply mutatis mutandis to any
               acquisition pursuant to this Section 2.8(b)(iii). Each
               acquisition of the outstanding Advances of a Dissenting Lender by
               an Acquiring Lender shall be subject to the prior consent of
               Celestica, which consent shall not be unreasonably withheld or
               delayed, provided that it shall not be unreasonable for Celestica
               to withhold its consent if such acquisition gives rise to a claim
               for increased costs pursuant to Article 5 or any obligation on
               the part of an Obligor to deduct or withhold any Taxes from or in
               respect of any sum payable under this Agreement, in excess of
               what would have been the case without such acquisition, but it
               shall be unreasonable for Celestica to withhold its consent if
               such Acquiring Lender waives the rights to any benefits under
               Section 5.7 in respect of the Advances purchased by it pursuant
               to this clause (iii).

          (iv) If Lenders having Commitments equal to at least 66 2/3% but less
               than 100% of the Commitments approve the requested extension and
               if the Acquiring Lenders have not acquired all of the rights and
               obligations of the Dissenting Lenders pursuant to Section
               2.8(b)(iii), then Celestica may, at its option, either (A) locate
               one or more other financial institutions (for purposes of this
               Section 2.8(b)(iv), "ALTERNATE LENDERS"), satisfactory to the
               Administrative Agent acting reasonably, to become Lenders and to
               acquire all or a pro rata share of the rights and obligations of
               the Dissenting Lenders under the Facility which have not been
               acquired by the Acquiring Lenders or (B) repay to the
               Administrative Agent on behalf of such Dissenting Lenders all of
               the outstanding Advances which have been advanced by such
               Dissenting Lenders and all accrued and unpaid interest and fees
               thereon without any repayment to any other Lenders. For the
               purpose of this Section 2.8(b)(iv), the Alternate Lenders' pro
               rata shares shall be determined based on the Commitments of each
               of the Alternate Lenders wishing to acquire a portion of the
               rights and obligations of the Dissenting Lenders under the
               Facility. If all of the rights and obligations of the Dissenting
               Lenders have not been acquired by Acquiring Lenders or Alternate
               Lenders or both or if all of the credit outstanding hereunder
               which has been extended by such Dissenting Lenders and all
               accrued and unpaid interest and fees thereon have not been repaid
               as aforesaid on or before the then current Conversion Date, there
               shall be no extension of the then current Conversion Date and
               Section 2.8(b)(v) shall apply. If (A) all of the rights and
               obligations of the Dissenting Lenders have been acquired by
               Acquiring Lenders and/or Alternate Lenders and/or (B) if all of
               the


<PAGE>

                                      -36-

               Advances outstanding hereunder which have been advanced by such
               Dissenting Lenders and all accrued and unpaid interest and fees
               thereon have been repaid as aforesaid on or before the then
               current Conversion Date, the Facility shall be extended for a
               further 364 days and the Conversion Date shall be the date that
               is 364 days from the date that had been the Conversion Date.

          (v)  If Lenders having Commitments of less than 66 2/3% of the
               Commitments under the Facility approve the requested extension,
               the amount of the Facility shall be permanently reduced on the
               Conversion Date to the aggregate of the Advances outstanding on
               the Conversion Date under the Facility, there shall be no further
               extension of the Conversion Date and the Final Maturity Date
               shall be the date which is one year from the then effective
               Conversion Date, provided that the Facility shall, as at the then
               effective Conversion Date, cease to be revolving in nature.

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

2.9      INTEREST ON PRIME RATE ADVANCES

Interest on each Prime Rate Advance shall accrue at a rate per annum equal to
the Prime Rate in effect from time to time during the period of time that the
Prime Rate Advance is outstanding plus the Applicable Margin. Such interest
shall be payable to the Administrative Agent at its Toronto Office in Canadian
Dollars on a quarterly basis in arrears on the last Banking Day of each of
March, June, September and December (each herein referred to as an "INTEREST
PAYMENT DATE") in each year for the period from and including the Drawdown Date
for such Advance (or, if applicable, the date on which such Advance was
converted into a Prime Rate Advance) or the preceding Interest Payment Date for
such Prime Rate Advance, as the case may be, to and including the day preceding
such Interest Payment Date and shall be calculated on the principal amount of
the Prime Rate Advance from time to time outstanding during such period and on
the basis of the actual number of days elapsed in a year of 365 or 366 days (in
the case of an Interest Payment Date occurring in a leap year). Changes in the
Prime Rate shall cause an automatic and immediate adjustment of the interest
rate payable on Prime Rate Advances without the necessity of any notice to the
Borrowers.

2.10     INTEREST ON BASE RATE CANADA ADVANCES

Interest on each Base Rate Canada Advance shall accrue at a rate per annum equal
to the Base Rate Canada in effect from time to time during the period of time
that the Base Rate Canada Advance is outstanding plus the Applicable Margin.
Such interest shall be payable to the Administrative 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


<PAGE>

                                      -37-

calculated on the principal amount of the Base Rate Canada Advance from time to
time outstanding during such period and on the basis of the actual number of
days elapsed and the number of days deemed to be included in a year by the
definition of the rate used to set Base Rate Canada. Changes in the Base Rate
Canada shall cause an automatic and immediate adjustment of the interest rate
payable on Base Rate Canada Advances without the necessity of any notice to the
Borrowers.

2.11     [INTENTIONALLY DELETED]

2.12     LIBOR ADVANCES

     (a)  LIBOR Advances shall be available for Drawdown, Conversion or Rollover
          in United States Dollars in minimum principal amounts of U.S.$
          5,000,000 and integral multiples of U.S.$ 100,000 in excess thereof.
          Each Drawdown Notice shall specify the applicable Interest Period for
          the LIBOR Advance. The duration of each such Interest Period shall be
          for a period of approximately one, two, three or six months, as the
          Borrower requesting such Drawdown, Conversion or Rollover may select
          in the applicable Drawdown Notice, Conversion Notice or Rollover
          Notice. No LIBOR Advance may have an Interest Period ending after the
          Final Maturity Date. If any Interest Period would end on a day which
          is not a Banking Day, such Interest Period shall be extended to the
          next succeeding Banking Day unless such next succeeding Banking Day
          falls in the next calendar month, in which case such Interest Period
          shall be shortened to end on the immediately preceding Banking Day.

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

     (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 where market practice
          so requires. Interest on any LIBOR Advance shall be payable to the
          Administrative Agent in United States Dollars in arrears on the last
          day of the Interest Period relating thereto; provided, however, that
          if the Interest Period is for a term of more than three months,
          interest shall be payable on the last Banking


<PAGE>

                                      -38-


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

     (d)  [INTENTIONALLY DELETED]

     (e)  If a LIBOR Advance to a Borrower is neither repaid on the last day of
          an Interest Period nor converted into another type of Advance on such
          date pursuant to Section 2.15, and if the Administrative Agent has not
          received a Rollover Notice or a Conversion Notice specifying the term
          of the next Interest Period for such LIBOR Advance at or before 10:00
          a.m. (local time in Toronto, Canada) 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)  [INTENTIONALLY DELETED]

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

2.13     METHOD AND PLACE OF PAYMENT

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

     (b)  Except as provided in Section 4.2 with respect to Acceptance Fees and
          Section 3.8 with respect to fees for Letters of Credit, all payments
          of principal, interest and fees hereunder shall be made for value at
          or before 12:00 noon (local time in Toronto, Canada) on the day such
          amount is due by deposit or transfer thereof to the account of the
          Administrative Agent maintained at its Toronto Office. Payments
          received after such time shall be deemed to have been made on the next
          following Banking Day.

     (c)  Subject to Section 11.16, each Lender shall be entitled to its Main
          Facility Rateable Portion of each repayment or prepayment of
          principal of a Prime Rate Advance (other than a Swing Line
          Advance), Acceptance Note, Base Rate Canada Advance (other than a
          Swing Line Advance) or payment of the Face Amount of Bankers'
          Acceptances made to Celestica or a Canadian Designated Subsidiary.

     (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,

<PAGE>

                                      -39-

          that any prepayment of a Bankers' Acceptance Advance or LIBOR
          Advance shall be subject to the provisions of Section 12.2.

2.14     FEES

     (a)  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 C on the aggregate
          Commitments (after giving effect to any cancellation and reduction
          pursuant to Sections 2.7 and 2.8) hereunder during the relevant period
          from day to day which fee shall be payable quarterly in arrears.

     (b)  During 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 "UTILIZATION FEE") calculated at the rate
          per annum set forth in Schedule C on the aggregate principal amount of
          all outstanding Advances hereunder for each day during the relevant
          period on which the aggregate principal amount of all outstanding
          Advances exceed 33.333% of the aggregate Commitments (after giving
          effect to any increase, cancellation or reduction pursuant to Sections
          2.3, 2.7, 2.8 and 2.23) hereunder, which fee shall be payable
          quarterly in arrears.

2.15     CONVERSION OPTIONS

Subject to the provisions of this Agreement (including, without limitation,
Section 4.5), provided that no Event of Default has occurred and is continuing,
a Borrower may convert any type of Advance outstanding under the Facility as
follows:

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

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

     (c)  a Base Rate Canada Advance or a portion thereof into a LIBOR Advance
          by giving the Administrative Agent a Conversion Notice no later than
          10:00 a.m. three (3) Banking Days prior to the date of the proposed
          Conversion; and


<PAGE>

                                      -40-

     (d)  a LIBOR Advance or a portion thereof into a Base Rate Canada Advance
          on the last day of the Interest Period of the relevant LIBOR Advance
          by giving the Administrative Agent a Conversion Notice no later than
          10:00 a.m. one (1) Banking Day prior to the date of the proposed
          Conversion.

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

2.16     EXECUTION OF NOTICES

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

2.17     EVIDENCE OF INDEBTEDNESS

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

2.18     INTEREST ON UNPAID COSTS AND EXPENSES

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


<PAGE>

                                      -41-

2.19     CRIMINAL RATE OF INTEREST

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

2.20     COMPLIANCE WITH THE INTEREST ACT (CANADA)

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

2.21     NOMINAL RATE OF INTEREST

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

2.22     SWING LINE FACILITY

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

     (b)  LIMITATION ON SWING LINE ADVANCES. No Swing Line Advance shall be made
          by the Swing Line Lender if:

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

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

     (c)  AMOUNT OF EACH SWING LINE ADVANCE. Each Swing Line Advance in Canadian
          Dollars and each Swing Line Advance in United States Dollars shall be
          in an


<PAGE>

                                      -42-

          aggregate principal amount of Cdn.$ 1,000,000 or U.S.$ 1,000,000, as
          the case may be, or any integral multiple thereof.

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

     (e)  PROCEDURE FOR REQUESTING SWING LINE ADVANCES. The relevant Borrower
          shall give to the Administrative Agent telephonic notice no later than
          10:00 a.m. (local time) on the date of each Swing Line Advance
          specifying (i) the date of such Swing Line Advance, which shall be a
          Banking Day in Toronto, Canada; and (ii) the currency and amount of
          such Swing Line Advance. Such telephonic notice shall be followed by
          delivery by the relevant Borrower by no later than 3:00 p.m. local
          time on the same day of a Notice of Swing Line Borrowing. Promptly
          after receiving such Notice of Swing Line Borrowing, the
          Administrative Agent shall notify the relevant Swing Line Lender of
          the contents thereof and such Notice of Swing Line Borrowing shall not
          thereafter be revocable by such Borrower.

     (f)  FUNDING OF SWING LINE ADVANCES. On the date of each Swing Line
          Advance, the Swing Line Lender shall make available such Swing Line
          Advance no later than 12:00 noon, Toronto, Canada time.

     (g)  OPTIONAL PREPAYMENT OF SWING LINE ADVANCES. Any Borrower may prepay
          its Swing Line Advance in whole at any time or from time to time in
          part in a minimum principal amount of Cdn.$ 1,000,000 or U.S.$
          1,000,000, as the case may be, or any integral multiple thereof, by
          giving notice of such prepayment to the Administrative Agent not later
          than 10:00 a.m. Toronto, Canada time on the date of prepayment and
          paying the principal amount to be prepaid (together with interest
          accrued thereon to the date of prepayment) to the Administrative Agent
          for the account of the Swing Line Lender.

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

     (i)  REFUNDING UNPAID SWING LINE ADVANCES. If any Swing Line Advance is
          converted, pursuant to subsection (h), to another form of Advance, the
          Swing


<PAGE>

                                      -43-

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

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

     (k)  TAKE-OVER BIDS. If a Borrower wishes to make a Drawdown of a Swing
          Line Advance for the purpose of financing a Take-over Bid, such
          Borrower shall deliver to the Swing Line Lender a Take-over Bid Notice
          at least ten (10) Banking Days prior to the day on which it gives to
          the Swing Line Lender a telephonic notice or Notice of Swing Line
          Borrowing 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, the Swing Line Lender shall, acting reasonably and in good
          faith, determine whether or not it wishes to fund such Swing Line
          Advance. Notwithstanding any other provisions hereof, if the Swing
          Line Lender determines that it does not wish to fund such Swing Line
          Advance, the Swing Line Lender shall not be required to fund such
          Swing Line Advance.


<PAGE>

                                      -44-

2.23     INCREASE IN AGGREGATE COMMITMENT AMOUNT TO U.S.$ 500,000,000

     (a)  Notwithstanding any other provision of this Agreement, each of the
          parties hereto agree that Celestica may, from time to time and at any
          time, give notice to the Administrative Agent that one or more
          financial institutions (each an "ADDITIONAL LENDER") have agreed to
          make commitments (each an "ADDITIONAL COMMITMENT") hereunder
          (provided, however, that Celestica shall not be entitled to give such
          notice at any time at which the aggregate Commitments is equal to
          U.S.$ 500,000,000 (or such lesser amount as may be available following
          a cancellation in part of the Facility pursuant to Section 2.7)). Upon
          receipt of such written notice, each party hereto hereby irrevocably
          authorizes the Administrative Agent to:

          (i)  insert the name of the Additional Lender that will become a
               Lender on Schedule A;

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

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

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

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

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


<PAGE>

                                      -45-


                                   ARTICLE 3
                                LETTERS OF CREDIT

3.1      ISSUANCE REQUEST

By delivering to the Administrative Agent and the Issuing Bank an Issuance
Request at or before 12:00 noon, Toronto, Canada time, Celestica may request,
from time to time prior to the Conversion Date and on not less than three nor
more than ten Banking Days' notice, that the Issuing Bank issue an irrevocable
standby letter of credit or letter of guarantee in such form as 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 Administrative Agent and the Issuing Bank not less than ten nor
more than twenty Banking Days notice. Upon receipt of an Issuance Request, the
Administrative Agent shall, within twenty (20) days of the receipt thereof,
notify the Lenders thereof. Each Letter of Credit shall, by its terms:

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

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

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

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

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

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

3.2      ISSUANCES

On the terms and subject to the conditions of this Agreement, the Issuing Bank
shall issue Letters of Credit in accordance with the Issuance Requests made
therefor. The Issuing Bank will make


<PAGE>

                                      -46-

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 Administrative 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 Administrative 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 Lenders
(including the Issuing Bank) in their respective Main Facility Rateable
Portions. Each Lender shall, to the extent of its Main Facility Rateable
Portion, be deemed irrevocably to have participated in the issuance of the
Letter of Credit and shall be deemed to have purchased from the Issuing Bank an
interest in each Letter of Credit equal to its Main Facility Rateable Portion of
the Face Amount of each Letter of Credit; provided, however, that in the event
that any Letter of Credit is denominated in a currency other than United States
Dollars, each of the Lenders, other than the Issuing Bank, shall be deemed to
have purchased from the Issuing Bank an interest in each Letter of Credit equal
to its Main Facility Rateable Portion of the Equivalent Amount, expressed in
United States Dollars and determined on the date of issuance, of the Letter of
Credit. Each Lender shall be responsible to reimburse promptly the Issuing Bank
for Reimbursement Obligations which have not been reimbursed by Celestica in
accordance with Section 3.4 or which have been reimbursed by Celestica but must
be returned, restored or disgorged by the Issuing Bank for any reason and each
Lender shall, to the extent of its Main Facility Rateable Portion, be entitled
to receive from the Administrative Agent its Main Facility Rateable Portion of
the LC Fee received by the Administrative Agent with respect to each Letter of
Credit. In the event that Celestica shall fail to reimburse the Issuing Bank or
if for any reason Advances shall not be made to fund any Reimbursement
Obligation, all as provided in Section 3.4 and in an amount equal to the amount
of any drawing on or by the Issuing Bank under a Letter of Credit, or in the
event the Issuing Bank must, for any reason, return, restore or disgorge such
reimbursement, the Issuing Bank shall promptly notify each Lender of the
unreimbursed amount of such drawing and such Lender's respective Main Facility
Rateable Portion of the Face Amount of such Letter of Credit. Each Lender shall
make available to the Issuing Bank, whether or not any Default shall have
occurred and be continuing, an amount equal to its respective Main Facility
Rateable Portion of the Face Amount of such Letter of Credit in same day or
immediately available funds at the office of the Issuing Bank specified in such
notice not later than 10:00 a.m. local time on the Banking Day after the date
notified by the Issuing Bank. In the event that any Lender fails to make
available to the Issuing Bank the amount of such Lender's participation in such
Letter of Credit as provided herein, the Issuing Bank shall be entitled to
recover such amount on demand from such 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 Lender to recover from the Issuing Bank any amounts
made available by such Lender to the Issuing Bank pursuant to this Section in
the event that it is determined by a court of competent jurisdiction that the
payment with respect to such Letter of Credit by the Issuing Bank in respect of
which payment was made by such Lender constituted gross negligence or wilful
misconduct on the part of the Issuing Bank. The Issuing Bank shall distribute to
each other Lender which has paid all amounts payable by it under this Section
with respect to any Letter of Credit issued by the Issuing Bank such other
Lender's


<PAGE>

                                      -47-

Main Facility Rateable Portion of all payments received by the Issuing Bank from
Celestica in reimbursement of drawings honoured by the Issuing Bank under such
Letter of Credit when such payments are received.

3.4      REIMBURSEMENT

The Issuing Bank will notify Celestica and the Administrative Agent promptly
following the presentment for payment of any drawing under a Letter of Credit
which notice shall include the date (a "DISBURSEMENT DATE") such payment shall
be made. Subject to the terms and provisions of such Letter of Credit, the
Issuing Bank shall make such payment to the beneficiary (or its designee) of
such Letter of Credit (each, a "DISBURSEMENT"). Unless Celestica has made
alternative arrangements with the Issuing Bank with respect to payment to the
Administrative Agent of an amount sufficient to permit the Issuing Bank to
discharge its obligations under the Letter of Credit together with that amount
equal to any and all charges and expenses which the Issuing Bank may pay or
incur in respect to such Letter of Credit, at or prior to 12:00 noon, Toronto,
Canada time on the Disbursement Date, Celestica will reimburse the Issuing Bank
for all amounts disbursed under the Letter of Credit together with that amount
equal to any and all charges and expenses which the Issuing Bank may pay or
incur in respect of such drawing under such Letter of Credit, failing which any
such payment so payable shall be deemed to be (i) a Drawdown of a Prime Rate
Advance if payment under such Letter of Credit was made in Canadian Dollars;
(ii) a Drawdown of a Base Rate Canada Advance if payment under such Letter of
Credit was made in United States Dollars; or (iii) a Drawdown of a Base Rate
Canada Advance in the Equivalent Amount in United States Dollars on the date of
such disbursement of the aggregate of the amount so disbursed and all such
charges and expenses if payment under such Letter of Credit was made in a Freely
Tradeable European Currency; provided that the provisions of Section 6.2
regarding conditions for subsequent Drawdowns and the provisions of Section 11.2
relieving Lenders of the obligation to make further Advances shall not apply to
such Advances. In the event that any amount so payable by the Issuing Bank
exceeds the amount available to be drawn down by Celestica under the Facility,
then forthwith upon receipt of such notice, Celestica shall provide to the
Issuing Bank an amount equal to such excess amount. Celestica's obligation (a
"REIMBURSEMENT OBLIGATION") to reimburse the Issuing Bank with respect to each
Disbursement, and each 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 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.


<PAGE>

                                      -48-

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

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

3.6      NATURE OF REIMBURSEMENT OBLIGATIONS

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

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

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

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


<PAGE>

                                      -49-

     (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 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 Administrative 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
          Administrative Agent for the accounts of the 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 Administrative 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 Administrative 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


<PAGE>

                                      -50-

          purposes of assessing the fees payable under this Section 3.8, the
          maximum amount payable under the Letter of Credit shall be deemed to
          be the Equivalent Amount in United States Dollars of such other
          currency on the date on which such fee is to be assessed.

3.9      ISSUING BANK

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



<PAGE>

                                      -51-


                                   ARTICLE 4

                    BANKERS' ACCEPTANCES AND ACCEPTANCE NOTES


4.1      FUNDING OF BANKERS' ACCEPTANCES

If the Administrative 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 Administrative Agent shall notify each of the Lenders, prior to
11:30 a.m. (Toronto, Canada time) on the first Banking Day prior to the date of
such Advance, of such request and each Lender's Main Facility Rateable Portion
of such Advance except that, if the Face Amount of a draft which would otherwise
be accepted by a Lender would not be Cdn.$ 100,000, or an integral multiple
thereof, such Face Amount shall be increased or reduced by the Administrative
Agent in its sole and unfettered discretion to the nearest integral multiple of
Cdn.$ 100,000. Each Lender shall, not later than 11:30 a.m. (Toronto, Canada
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 Lender's Main
Facility Rateable Portion of the total Advance being made by way of Bankers'
Acceptances on such date. With respect to each Drawdown of or Rollover of or
Conversion into Bankers' Acceptances, each 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 Lender shall
purchase its Main Facility Rateable Portion of any Bankers' Acceptances.
Concurrently with the acceptance of drafts of such Borrower as aforesaid, each
Lender shall make available to the Administrative Agent its Main Facility
Rateable Portion of the Notional BA Proceeds with respect to such Advance. The
Administrative 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 Administrative Agent
for the account of the Lenders, as the case may be, in advance, an acceptance
fee calculated at the rate per annum, on the basis of a year of 365 days or 366
days in the case of a leap year, equal to the Applicable Margin pertaining to
the Canadian BA Rate on the Face Amount of such Bankers' Acceptance or the
principal amount of an Acceptance Note, as applicable for its term, being the
actual number of days in the period commencing on the date of acceptance of such
Borrower's draft or the date of such Acceptance Note and ending on but excluding
the maturity date of the Bankers' Acceptance or Acceptance Note. Such acceptance
fees shall be non-refundable and shall be fully earned when due or the last day
of the Interest Period of the Acceptance Note, as applicable. Such acceptance
fees shall be paid by the Borrower whose draft has been accepted by the
Administrative Agent deducting the amount thereof on behalf of the Lenders from
what would otherwise be Notional BA Proceeds funded pursuant to Section 4.1.


<PAGE>

                                      -52-

4.3      SAFEKEEPING OF DRAFTS

The 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
Lenders give to their own property, provided that the 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
Administrative Agent, for the account of the 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 Lenders, in
whole or in part, by delivering to the Administrative 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 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 Administrative Agent
in respect of the maturing Bankers' Acceptance Advance, the Face Amount of the
maturing Bankers' Acceptances and the principal amount of the Acceptance Notes
forming part of such Bankers' Acceptance Advance shall be deemed to be converted
to a Prime Rate Advance on the relevant maturity date.

4.6      WAIVER OF DAYS OF GRACE

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


<PAGE>

                                      -53-

4.7      SPECIAL PROVISIONS RELATING TO ACCEPTANCE NOTES

     (a)  Each Borrower and each Lender hereby acknowledges and agrees that from
          time to time certain Lenders which are Non-Schedule I Lenders may not
          be authorized to or may, as a matter of general corporate policy,
          elect not to accept or purchase Bankers' Acceptance drafts, and the
          Borrowers and each Lender agree that any such 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 Lender described in Section 4.7(a) above is
          unable to, or elects as a matter of general corporate policy not to,
          accept or purchase Bankers' Acceptances hereunder, such Lender shall
          not be required to accept or purchase 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 Lender an Acceptance Note or Acceptance Notes of
          such Borrower 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 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 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.


<PAGE>

                                      -54-

                                   ARTICLE 5
                             CHANGE OF CIRCUMSTANCES
                               AND INDEMNIFICATION

5.1      [INTENTIONALLY DELETED]

5.2      [INTENTIONALLY DELETED]

5.3      LENDER REPRESENTATION

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

5.4      [INTENTIONALLY DELETED]

5.5      INCREASED COSTS

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

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

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


<PAGE>

                                      -55-

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

and the result of any of the foregoing is to increase the cost to a Lender,
reduce the income receivable by it or reduce the effective return on the capital
of such Lender in respect of any Advances and/or its Commitment to an extent
which such Lender believes to be material (after consultation with Celestica),
the Lender shall give notice thereof to the Administrative Agent and the
Administrative Agent shall give notice thereof to the Borrowers (herein called a
"NOTICE OF AMOUNT") stating the event by reason of which it believes it is
entitled to Additional Compensation, such cost and/or such reduction in such
return (or such proportion of such reduction as is, in the reasonable and BONA
FIDE opinion of such Lender, attributable to its obligations hereunder), the
amount of such Additional Compensation (as hereinafter defined) incurred by such
Lender and supplying reasonable supporting evidence (including, in the event of
change of Applicable Law, a photocopy of the Applicable Law evidencing such
change together with a certificate of a duly authorized officer of the Lender
setting forth the Additional Compensation and the basis for calculation of such
Additional Compensation and an opinion in writing of such Lender's counsel
confirming such change); provided that the Lender shall not be required to
disclose any information required to be kept confidential by Applicable Law (in
which case the requirement of such confidentiality shall be supported by an
opinion of such Lender's Counsel) within ten (10) Banking Days of the date of
receipt of any Notice of Amount, the amount set out therein (in this Article 5
referred to as "ADDITIONAL COMPENSATION") shall be paid to the Lender by
Celestica (if applicable, on behalf of the relevant Designated Subsidiary) to
the 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 through the
Administrative Agent (supported, at the request and expense of the Borrowers, by
an opinion of such Lender's counsel), declare the obligations of such Lender
under this Agreement to be terminated whereupon the same shall forthwith
terminate, and the Borrowers to whom such Lender has made Advances shall repay
within the time required by such law (or as promptly as practicable if already
unlawful or at the end of such longer period, if any, as such Lender in its BONA
FIDE opinion may agree) the principal of the Advances made by such Lender. If
any such change shall affect only that portion of such Lender's obligations
under this Agreement that is, in the BONA FIDE opinion of such Lender, severable
from the remainder of this Agreement so that the remainder of this Agreement may
be continued in full force and effect without otherwise


<PAGE>

                                      -56-

affecting any of the obligations of such Lender or the Borrowers hereunder, such
Lender shall declare its obligations under only that portion so terminated.

5.7      MITIGATION

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

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

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

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

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

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

     (b)  If any Lender seeks Additional Compensation pursuant to Section 5.5
          hereof (the "AFFECTED LENDER"), then the relevant Borrowers may
          indicate to the Administrative Agent in writing that they desire to
          (i) replace the Affected Lender with one or more of the other Lenders,
          and/or (ii) amend a Drawdown Notice or Notice of Swing Line Borrowing
          to reduce the amount sought to be borrowed to reflect the reduced
          amount hereunder, and the Administrative Agent shall then forthwith
          give notice to the other Lenders that any Lender or Lenders may, in
          the


<PAGE>

                                      -57-

          aggregate, advance all or part of the Affected Lender's Main
          Facility Rateable Portion of such Advance and, in the aggregate,
          assume all or part of the Affected Lender's Commitment and obligations
          hereunder and acquire all or part of the rights of the Affected Lender
          and assume all or part of the obligations of the Affected Lender under
          each of the other Loan Documents (but in no event shall any other
          Lender or the Administrative Agent be obliged to do so). If a Lender
          shall so agree in writing (herein collectively called the "ASSENTING
          LENDERS" and individually called an "ASSENTING LENDER") with respect
          to such advance, acquisition and assumption, the Main Facility
          Rateable Portion of such Advance of each Assenting Lender (other than
          a Swing Line Advance) and the Commitment and the obligations of such
          Assenting Lender under this Agreement and the rights and obligations
          of such Assenting Lender under each of the other Loan Documents shall
          be increased accordingly on a date mutually acceptable to such
          Assenting Lender and the Borrowers. On such date, the Assenting Lender
          shall advance to the relevant Borrowers the relevant portion of the
          Affected Lender's Main Facility Rateable Portion of the outstanding
          Advances (other than Swing Line Advances) and the relevant Borrowers
          shall prepay to the Affected Lender the Advances of the Affected
          Lender then outstanding, together with all interest accrued thereon
          and all other amounts owing to the Affected Lender hereunder, and,
          upon such advance and prepayment, the Affected Lender shall cease to
          be a "Lender" for purposes of this Agreement and shall no longer have
          any obligations hereunder. Upon the assumption of the Affected
          Lender's Commitment as aforesaid by an Assenting Lender, Schedule B
          hereto shall be deemed to be amended to increase the Commitment of
          such Assenting Lender by the amount of such assumption and to reduce
          the Commitment of the Affected Lender by a like amount. If no
          Assenting Lender is found, then in such event, the relevant Borrower
          is entitled to repay the Affected Lender and reduce its obligations
          hereunder by such amount so repaid.

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 the Administrative 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;


<PAGE>

                                      -58-

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

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

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

     (b)  Without prejudice to the foregoing provisions of this Section 5.8, if
          the Administrative Agent or any 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 the
          Administrative 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 the Administrative Agent or
          Lender, promptly indemnify such Indemnified Person against such
          payment or liability, together with interest, penalties and expenses
          payable or incurred in connection therewith including, without
          limitation, any Tax imposed by any jurisdiction on or in relation to
          any amounts paid to or for the account of such Indemnified Person
          pursuant to this Section 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 the Administrative Agent, for the
          account of the respective Lenders, for the account


<PAGE>

                                      -59-

          of the Administrative Agent or for the Administrative 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 the Administrative Agent, as applicable, for any
          incremental Taxes, interest or penalties that may become payable by
          any Lender or the Administrative Agent as a result of any such
          failure. For purposes of this Section 5.8, a distribution by the
          Administrative Agent or any Lender to or for the account of any Lender
          shall be deemed a payment by the Obligor.

     (d)  Each Obligor will indemnify the Lenders and the Administrative Agent
          for the full amount of Taxes imposed by any jurisdiction and paid by
          such Lender or the Administrative 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 the Administrative Agent,
          as applicable makes written demand therefor which demand shall
          identify the nature and amount of Taxes for which indemnification is
          being sought and shall include a copy of the relevant portion of any
          written assessment from the relevant taxing authority demanding
          payment of such Taxes.

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

5.9      TAX REFUND

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

     (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.


<PAGE>

                                      -60-

                                   ARTICLE 6
                              CONDITIONS PRECEDENT

6.1      CONDITIONS FOR CLOSING

The following conditions shall be satisfied by the Borrowers on or prior to
Closing:

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

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

          (i)  a certified copy of its Organic Documents,

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

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

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

     (c)  there shall have been no Material Adverse Change since September 30,
          2002;

     (d)  no Default or Event of Default shall have occurred and be continuing;

     (e)  each Material Restricted Subsidiary shall have executed and delivered
          to the Administrative Agent (i) a confirmation of its Guarantee if
          previously provided in connection with the Existing Credit Agreement;
          or (ii) a Guarantee;

     (f)  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);

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

     (h)  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>

                                      -61-


          Restricted Subsidiaries shall have delivered to the Administrative
          Agent a Permitted Encumbrance Certificate if any of the undertaking,
          property or assets of such Restricted Subsidiary is subject to any
          Liens;

     (i)  the Borrowers shall have paid all fees and expenses relating to the
          Facility provided for in this Agreement as set out in Section 2.14;
          and

     (j)  all amounts owing by the Borrowers to the Lenders and the Agents under
          the Senior Unsecured Credit Agreement shall have been fully repaid and
          such Senior Unsecured Credit Facility shall have been terminated and
          cancelled and shall cease to be of any further force and effect.

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. Prior to
waiving any condition set forth in this Section 6.1, the Administrative Agent
shall consult with the Joint Lead Arrangers and shall act reasonably given the
views of each of the Joint Lead Arrangers with respect to such waiver.

6.2      CONDITIONS FOR FIRST DRAWDOWN

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

     (a)  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 on the Drawdown
          Date;

     (b)  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

     (c)  any Borrower which intends to make a Drawdown shall have given the
          appropriate Drawdown Notice to the Administrative Agent in accordance
          with the provisions of Section 2.3.

6.3      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 Administrative 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


<PAGE>

                                      -62-

          Date, both before and after giving effect to the Drawdown of such
          Advance and to the application of proceeds therefrom on the Drawdown
          Date;

     (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 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.



<PAGE>

                                      -63-

                                   ARTICLE 7
                       PROVISIONS RELATING TO SUBSIDIARIES

7.1      DESIGNATED SUBSIDIARIES

     (a)  The Administrative Agent and the Lenders acknowledge and agree and
          Celestica hereby confirms that Celestica has designated Celestica
          International as a Canadian Designated Subsidiary and that there are
          not, on the date hereof, any other Designated Subsidiaries.

     (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 provided that:

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

          (ii) such Subsidiary 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;

          (iii) 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 H; and

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

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

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

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

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

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


<PAGE>

                                      -64-

     (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 definition of "CANADIAN 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) 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

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

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

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

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

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

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

     (d)  Celestica may, from time to time and at any time hereafter, terminate
          the designation of a Designated Subsidiary as such by the delivery of
          written notice to


<PAGE>

                                      -65-

          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      INTENTIONALLY DELETED

7.3      MATERIAL RESTRICTED SUBSIDIARIES TO PROVIDE GUARANTEES

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

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

7.4      UNRESTRICTED SUBSIDIARIES

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

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

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

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

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

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

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


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                                      -66-

          (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.


<PAGE>

                                      -67-

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

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

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

          (i)  contravene its Organic Documents;

          (ii) contravene any Applicable Law or contractual restriction; or

          (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 unaudited financial statements
          of Celestica and its Subsidiaries as at September 30, 2002 fairly
          present the financial


<PAGE>

                                      -68-

          condition of Celestica and its Subsidiaries as at such date and the
          results of their operations for the fiscal quarter and nine month
          period then ended, in accordance with GAAP consistently applied. Since
          September 30, 2002 (or, for the purposes of Sections 6.2 and 6.3, if
          the Conversion Date has been extended pursuant to Section 2.8, the
          date of the quarterly or annual financial statements delivered most
          recently prior to the date of the most recent of such extensions
          pursuant to Section 9.1(a)), there has been no Material Adverse
          Change;

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

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

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

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

          (ii) have no contingent liabilities in connection with any Release or
               likely Release of Hazardous Materials and have not Released or
               caused or permitted the Release of Hazardous Materials, and have
               no knowledge of Releases by others, at, on or under any property
               now or previously owned, operated or leased by Celestica and its
               Material Restricted Subsidiaries


<PAGE>

                                      -69-

               that, with respect to any of the foregoing, singly or in the
               aggregate, would reasonably be likely to have a Material Adverse
               Effect;

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

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

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

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

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

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

          (ix) is not listed or proposed for listing on the National Priorities
               List pursuant to CERCLA, on the CERCLIS or on any similar state
               list of sites or Persons requiring investigation or clean up
               where the liability imposition 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


<PAGE>

                                      -70-

               potentially responsible persons, except for any such listing or
               proposed listing which would not reasonably be likely to have a
               Material Adverse Effect.

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

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

     (k)  ACCURACY OF INFORMATION. All factual information heretofore or
          contemporaneously furnished by or on behalf of Celestica in writing to
          the Administrative Agent for the purposes of or in connection with
          this Agreement 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.


<PAGE>

                                      -71-

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

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

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

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

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 the Administrative Agent or any Lender or any
counsel to any of them.


<PAGE>

                                      -72-

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>

                                      -73-


                                    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
               December 31, 2002, 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
               December 31, 2002, an Officer's Certificate of Celestica
               substantially in the form of Schedule D stating that:

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


<PAGE>

                                      -74-

               (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 unconsolidated assets of the Borrowers and
                    the Restricted Subsidiaries on the date referenced in the
                    most recently delivered set of financial statements
                    delivered pursuant to Section 9.1(a)(ii);

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

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

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

     (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.

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


<PAGE>

                                      -75-

     (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 to
          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.

     (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


<PAGE>

                                      -76-

          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)  DESIGNATED SUBSIDIARIES 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.

     (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


<PAGE>

                                      -77-

          the event that the rating of Celestica shall have been placed under
          review by an Approved Credit Rating Agency.

     (m)  MATERIAL RESTRICTED SUBSIDIARY GUARANTEES.

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

               (A)  within 45 days of the acquisition or incorporation of a
                    Subsidiary which is a Restricted Subsidiary, whose assets
                    total greater than U.S.$ 150,000,000 on an unconsolidated
                    basis 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 H with such changes as the
               Administrative Agent and the Material Restricted Subsidiary may
               necessarily require on the advice of their respective counsel to
               reflect local legal requirements; (II) deliver to the
               Administrative Agent certified copies of its Organic Documents
               and a resolution authorizing the Guarantee, a certificate of its
               officers signing the Guarantee and a certificate of status, good
               standing or like certificate with respect to it issued by
               appropriate government officials of its jurisdiction of
               incorporation; and (III) cause to be delivered an opinion of
               counsel to the newly acquired or incorporated Material Restricted
               Subsidiary substantially in the form of Schedule O, with only
               those changes which are satisfactory to the Lender's Counsel.

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

          (iii) The Borrowers and Guarantors shall, and the Borrowers shall
               cause each of its Subsidiaries to, take all such steps and do
               such things as may be


<PAGE>

                                      -78-

               necessary, in the opinion of the Administrative Agent, to ensure
               the continuous enforceability of each Guarantee granted by each
               Borrower and each Material Restricted Subsidiary.

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

9.2      NEGATIVE COVENANTS

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

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

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

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

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

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

          (iv) sale/leaseback transactions of:

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

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


<PAGE>

                                      -79-

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

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

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

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

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

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


<PAGE>

                                      -80-

          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

          (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.


<PAGE>

                                      -81-

     (b)  MINIMUM EBITDA:INTEREST EXPENSE RATIO. Celestica shall maintain an
          EBITDA:Interest Expense ratio, calculated on a rolling four quarter
          basis of at least 3.5:1.0.

     (c)  MAXIMUM GROSS FUNDED DEBT:EBITDA RATIO. Celestica shall maintain a
          Gross Funded Debt:EBITDA ratio calculated on a rolling four quarter
          basis of not more than 3.25:1.0. The numerator of such ratio will be
          reduced by 0.25 for each of the first three full calendar quarters
          following the final date on which the Facility ceases to be revolving
          in nature pursuant to Section 2.8(b)(v) hereof, so that such ratio
          will be 3.0:1.0 for the first such quarter, 2.75:1.0 for the second
          such quarter and 2.5:1.0 for the third such quarter and will remain at
          2.5:1.0 for the last such quarter ending on the Final Maturity Date.

     (d)  CALCULATION OF FINANCIAL RATIOS. For the purposes of Sections 9.3(a),
          (b) and (c), all of the calculations shall be made on a consolidated
          basis in accordance with the provisions of Sections 1.7 and 1.8.


<PAGE>

                                      -82-


                                   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 fee or any other Obligation (and any of such defaults
          described in item (iii) shall continue unremedied for a period of five
          (5) days);

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

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

     (d)  if, on, prior to or in connection with any Indebtedness having a
          principal amount, individually or in the aggregate, in excess of U.S.
          $50,000,000 becoming Acquired Indebtedness, (i) a default shall have
          occurred in the payment when due, whether by acceleration or
          otherwise, of any such Acquired Indebtedness, or (ii) a default shall
          occur or shall have occurred in the performance or observance of any
          obligation or condition with respect to such Indebtedness or as a
          result of such Indebtedness becoming Acquired Indebtedness, if the
          effect of such default is to accelerate the maturity of such Acquired
          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 Acquired Indebtedness, or any trustee or
          agent for such holders, to have the right to cause such Acquired
          Indebtedness to become due and payable prior to its expressed
          maturity; provided that where such Acquired Indebtedness has a
          principal amount individually or in the aggregate, of up to and
          including U.S. $100,000,000, a default described in clauses (i) or
          (ii) shall only be an Event of Default under this Agreement if
          unremedied for 60 days from the date such Indebtedness becomes
          Acquired Indebtedness;


<PAGE>

                                      -83-

     (e)  a default shall occur in the payment when due, whether by acceleration
          or otherwise, of any Indebtedness (other than as set forth in (a) and
          (d) above) of any Borrower or any Restricted Subsidiary having a
          principal amount, individually or in the aggregate, in excess of U.S.$
          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;

     (f)  any judgment or order for the payment of money in excess of U.S.$
          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;

     (g)  any Borrower or any Restricted Subsidiary shall:

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

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

          (iii) in the absence of an application referred to in Section
               10.1(g)(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


<PAGE>

                                      -84-

               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;

     (h)  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;

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

     (j)  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


<PAGE>

                                      -85-

               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(g) or (h)) and at any time thereafter while an Event of Default is
continuing, the Administrative Agent may, in consultation with the Lenders (and,
if so instructed by the Majority Lenders, shall) by written notice to the
Borrowers:

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

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

If, pursuant to this Section 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.

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

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

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


<PAGE>

                                      -86-

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

10.5     SUSPENSION OF LENDERS' OBLIGATIONS

Without prejudice to the rights which arise out of this Agreement or by law, the
occurrence of an Event of Default shall, while such Event of Default shall be
continuing, relieve the Lenders of all obligations to make any Advances
hereunder (whether or not any Drawdown Notice in respect of any such Advance
shall have been received by the Administrative Agent prior to the occurrence of
an Event of Default) or to accept or comply with any Drawdown Notice, Conversion
Notice or Rollover Notice 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
Administrative 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 Administrative
          Agent;

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


<PAGE>

                                      -87-

     (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.



<PAGE>

                                      -88-

                                   ARTICLE 11
                          THE ADMINISTRATIVE AGENT 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 under this Agreement and the Loan
Documents to the extent specifically provided herein and therein and on the
terms hereof and thereof, together with such rights, powers and discretions as
are reasonably incidental thereto. As to any matters not expressly provided for
by this Agreement or the Loan Documents, the Administrative Agent shall not be
required to exercise any discretion or take any action, but shall be required to
act or to refrain from acting (and shall be fully protected as against the
Lenders 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 the Administrative Agent shall not be required to take
any action which exposes the Administrative Agent to liability in such capacity,
which could result in the Administrative Agent incurring any costs and expenses
or which is contrary to this Agreement or Applicable Law.

11.2     PROCEDURE FOR MAKING ADVANCES

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

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


<PAGE>

                                      -89-

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

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

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

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

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 Administrative Agent which
has received such repayment or payment shall remit to each Lender its Main
Facility Rateable Portion thereof; provided, however, that the Administrative
Agent shall be entitled to set off against and deduct from any


<PAGE>

                                      -90-

amount payable to a Lender any outstanding amounts payable by such Lender to the
Administrative Agent pursuant to Section 11.2(b). Forthwith after receipt of any
payment of Facility Fees pursuant to Section 2.14, the Administrative Agent
shall remit to each Lender its Main Facility Rateable Portion of such payment.
If any Facility Agent, or the Administrative Agent, on the assumption that it
will receive on any particular date a payment of principal, interest or fees
hereunder, remits such payment to the Lenders and the Borrowers fail to make
such payment, each of the Lenders agrees to repay to the Administrative Agent
forthwith on demand the amount received by it together with all reasonable costs
and expenses incurred by the Administrative Agent in connection therewith to the
extent not reimbursed by the Borrower and interest thereon at the rate and
calculated in the manner applicable to the Advance in respect of which such
payment was made for each day from the date such amount is remitted to the
Lenders, the exact amount of the repayment required to be made by the Lenders
pursuant hereto to be as set forth in a certificate delivered by the
Administrative Agent to each Lender, which certificate shall be conclusive and
binding for all purposes in the absence of manifest error. The Administrative
Agent 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 Administrative Agent, then
          such Lender shall, within two Banking Days following such receipt or
          recovery, notify the Administrative Agent (who shall in turn notify
          the other Lenders) of such fact.

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

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

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


<PAGE>

                                      -91-

               actually paid to the Recovering Lender by the Administrative
               Agent pursuant to this Section 11.4(b)(ii).

     (c)  If a Lender that has paid an excess amount to the Administrative 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 Lenders shall pay to the Administrative Agent for the account of
          that Lender the whole (or that proportion) of the amount received by
          it as a result of the distribution in respect of that excess amount
          made by the Administrative Agent pursuant to Section 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 wilful misconduct. Without limiting the
          generality of the foregoing, each Agent:

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

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

          (iii) shall incur no liability under or in respect of this Agreement
               by acting upon any notice, consent, certificate or other
               instrument or writing believed by it to be genuine and signed or
               sent by the proper party or 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>

                                      -92-

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

          Further, 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
          any Agent be responsible to any Lender for the accuracy or
          completeness of the data made available to any of the Lenders in
          connection with the negotiation of this Agreement, or for any
          statements, warranties or representations (whether written or oral)
          made in or in connection with this Agreement.

     (c)  Except as otherwise provided for herein, 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 it were not an Agent. An Agent may accept
deposits from, lend money to, and generally engage in any kind of business with
the Borrowers and the Subsidiaries or any corporation or other entity owned or
controlled by any of them and any Person which may do business with any of them,
all as if the Agent was not an Agent hereunder and without any duties to account
therefor to the Lenders.

11.8     LENDER'S INDEPENDENT CREDIT DECISION

It is understood and agreed by each Lender that it has itself been, and will
continue to be, solely responsible for making its own independent appraisal of
and investigations into the financial condition, creditworthiness, condition,
affairs, status and nature of the Borrowers and its Subsidiaries. Accordingly,
each Lender confirms with the Agents that it has not relied, and will not
hereafter rely, on the Agents (i) to check or enquire on its behalf into the
adequacy, accuracy


<PAGE>

                                      -93-

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 Global Rateable Portion, from and against any and all
liabilities, obligations, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever which may be imposed
on, incurred by, or asserted against an Agent (in its capacity as agent for the
Lenders) in any way relating to or arising out of this Agreement or any other
Loan Documents or any action taken or admitted by an Agent under or in respect
of this Agreement or any other Loan Documents; provided that no Lender shall be
liable for any portion of such liabilities, obligations, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements resulting from such
Agent's gross negligence or wilful misconduct. Without limiting the generality
of the foregoing, each Lender agrees to reimburse such Agent promptly upon
demand in the proportion specified herein in respect of any out-of-pocket
expenses (including counsel fees) incurred by such Agent in connection with the
preservation of any rights of the 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, the Syndication Agent or either Co-Documentation Agent
may, as hereinafter provided, resign at any time by giving not less than 30
days' written notice thereof to the Lenders and the Borrowers. The
Administrative Agent may, as hereinafter provided, be removed at any time on not
less than 30 days' written 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. Upon the acceptance of any
appointment hereunder by a Successor Agent, such Successor Agent shall thereupon
become Administrative Agent hereunder and shall succeed to and become vested
with all the rights, powers, privileges and duties of Scotiabank and Scotiabank
shall thereupon be discharged from its further duties and obligations as
Administrative Agent under this Agreement. After any resignation or removal of
Scotiabank under this Section 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 hereunder.


<PAGE>

                                      -94-

11.11    TAKING AND ENFORCEMENT OF REMEDIES

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

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

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

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


<PAGE>

                                      -95-

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

11.12    RELIANCE UPON LENDERS

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

11.13    RELIANCE UPON ADMINISTRATIVE AGENT

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

11.14    REPLACEMENT OF CANCELLED COMMITMENTS

If, at any time prior to the Final Maturity Date, the Commitment of any Lender
or Lenders is cancelled, or any Lender fails to perform its obligations
hereunder, the Administrative Agent may, and at the request of the Borrowers,
provided that no Default or Event of Default has occurred and is continuing,
shall use its reasonable efforts to locate one or more other Persons
("SUBSTITUTE LENDERS") satisfactory to the Borrowers (who may be an existing
Lender) to


<PAGE>

                                      -96-

become a Lender and to assume all or a portion of the Commitment so cancelled,
provided that the Administrative Agent shall not be under any obligation to
assume such cancelled Commitment itself if the Administrative Agent is unable to
locate any Substitute Lenders. Upon locating one or more Substitute Lenders, the
Administrative Agent (on behalf of each of the parties hereto other than the
Borrowers, the Guarantors and the Lender or Lenders whose Commitment has been
cancelled), the Borrowers, the Guarantors and the Substitute Lenders shall make
any appropriate amendments to this Agreement which are required to incorporate
such Substitute Lender or Lenders hereunder. If any Substitute Lender is not an
existing Lender, then Celestica shall pay to the Administrative Agent an
administration fee of U.S.$ 3,500.

11.15    DISCLOSURE OF INFORMATION

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

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

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


<PAGE>

                                      -97-

               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 to its auditors on a
               confidential basis (except where such auditor is the Auditor
               General of Canada, in which case such disclosure may be on a
               non-confidential basis) or to Lenders' Counsel or other
               counsel of reputable standing on a confidential basis for
               the purpose of seeking or obtaining accounting or legal
               advice;

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

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

         (vii) the Administrative Agent and each Lender may disclose all
               or any part of such information with the prior written
               consent of Celestica.

11.16    ADJUSTMENTS OF RATEABLE PORTIONS

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


<PAGE>

                                      -99-

          a Consent Designated Subsidiary in the same portion as the Main
          Facility Rateable Portion of each Lender.

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



<PAGE>

                                      -99-


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

12.2     INDEMNIFICATION BY THE BORROWERS

In addition to any liability of each Borrower to any Lender or any Agent under
any other provision hereof, each Borrower shall indemnify the Lenders and the
Agents and hold each Lender and each Agent harmless against any reasonable costs
or expenses incurred by a Lender or an Agent as a result of (i) any failure by
such Borrower to fulfil any of its obligations hereunder or under any Loan
Document in the manner provided herein including, without limitation, any cost
or expense incurred by reason of the liquidation or re-employment in whole or in
part of deposits or other funds required by any Lender to fund or maintain any
Advance as a result of the failure of such Borrower to complete a Drawdown or to
make any repayment or other payment on the date required hereunder or specified
by it in any notice given hereunder; or (ii) the failure of such Borrower to pay
any other amount including, without limitation, any interest or fee due
hereunder on its due date; or (iii) 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 Administrative Agent, in such other
form of funds as may from time to time be customarily used in the jurisdiction
in which the Advance is advanced, made available, disbursed or paid in the
settlement of banking transactions similar to the banking transactions required
to give effect to the provisions of this Agreement on the day such advance,
disbursement or payment is to be made.


<PAGE>

                                      -100-

12.4     GENERAL INDEMNITY

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

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

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

     (d)  DEFENCE AND SETTLEMENT. The Indemnifying Party shall have the right,
          but not the obligation, to assume the defence of any Claim in any
          jurisdiction with legal counsel of reputable standing in order to
          protect the rights and interest of the Indemnitees. In such respect,
          (i) the Indemnifying Party shall require the consent of the
          Indemnitees to the choice of legal counsel in connection with the
          Claim, which consent shall not be unreasonably withheld or delayed;
          and (ii) without prejudice to the rights of the Indemnitees to retain
          counsel and participate in the defence of the Claim, the Indemnifying
          Party and the Indemnitees shall make all reasonable efforts to
          co-ordinate their course of action in connection with the defence of
          such Claim. The related costs and expenses sustained in such respect


<PAGE>

                                      -101-

          by the Indemnitees shall be at the expense of the Indemnifying Party,
          provided that the Indemnifying Party shall only be liable for the
          costs and expenses of one firm of separate counsel in addition to the
          cost of any local counsel that may be required. If the Indemnifying
          Party fails to assume defence of the Claim, the Indemnitees will (upon
          further notice to the Borrowers) have the right to undertake, at the
          expense of the Indemnifying Party, the defence, compromise or
          settlement of the Claim on behalf and for the account and risk of the
          Indemnifying Party, subject to the right of the Indemnifying Party to
          assume the defence of the Claim at any time prior to settlement,
          compromise or final determination thereof.

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

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

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


<PAGE>

                                      -102-

          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.

     (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.



<PAGE>

                                      -103-

                                   ARTICLE 13
                                     GENERAL

13.1     TERM

The Facility shall expire on the Final Maturity Date.

13.2     SURVIVAL

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

13.3     BENEFIT OF THE AGREEMENT

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

13.4     NOTICES

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

          (i)  If to the Borrowers:

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

               Attention:       Vice President and Treasurer

               Telecopier:      416-448-2280

               with a copy to:

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

               Attention:       Vice President and General Counsel

               Telecopier:      416-448-2817


<PAGE>

                                      -104-

          (ii) If to the Administrative Agent:

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

               M5H 1H1

               Attention:       Managing Director

               Telecopier:      416-866-3329

          (iii) if to a Lender, at the addresses set out in Schedule A or in the
               relevant Transfer Notice;

or at such other address or to such other individual as the Borrowers may
designate by notice to the Administrative Agent and as the Administrative Agent
or a Lender may designate by notice to the Borrowers and the Lenders or the
Administrative Agent, as the case may be.

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; (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 or unconditionality of
such Guarantee; or (vii) amend this Section 13.5; and provided, further, that no
amendment, waiver or consent, unless in writing and signed by the Administrative
Agent, Swing Line Lender, Issuing Bank or Administrative Agent, as applicable,
in addition to the Lenders required herein above to take such action, affects
the rights or duties of the Administrative Agent, Swing Line Lender, Issuing
Bank or Administrative Agent, as applicable, under this Agreement or any
Advance. A waiver of any breach of any term or provision of this Agreement shall
be limited to the specific breach waived.


<PAGE>

                                      -105-

13.6     GOVERNING LAW

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

13.7     FURTHER ASSURANCES

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

13.8     ENFORCEMENT AND WAIVER BY THE LENDERS

Subject to Section 11.11, the Lenders shall have the right at all times to
enforce the provisions of this Agreement and agreements to be delivered pursuant
hereto in strict accordance with the terms hereof and thereof, notwithstanding
any conduct or custom on the part of the Lenders in refraining from so doing at
any time or times. The failure of the Lenders at any time or times to enforce
their rights under such provisions, strictly in accordance with the same, shall
not be construed as having created a custom in any way or manner, modified or
waived the same. All rights and remedies of the Lenders are cumulative and
concurrent and the exercise of one right or remedy shall not be deemed a waiver
or release of any other right or remedy.

13.9     EXECUTION IN COUNTERPARTS

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

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


<PAGE>

                                      -106-

          Section 13.11(b) all or any of its rights, benefits and obligations
          hereunder; provided that in the event that such assignment would give
          rise to a claim for increased costs pursuant to Article 5, it shall
          not be unreasonable for Celestica to withhold its consent to such
          assignment. Any assignment or transfer shall be with respect to a
          minimum Commitment of U.S.$ 10,000,000 and integral multiples of U.S.$
          1,000,000 in excess thereof. A lesser amount may be assigned or
          transferred by any Lender if such amount represents the remaining
          balance of such Lender's Commitment. Notwithstanding the foregoing,
          the consent of the Administrative Agent and Celestica is not required
          in connection with the assignment or transfer of all or any of the
          rights, benefits and obligations hereunder (i) to any Subsidiary or
          Affiliate of a Lender or to any other Lender hereunder provided that
          notice is given to the Administrative Agent and Celestica, and
          provided that, in either case, any such assignment or transfer does
          not give rise to a claim for increased costs pursuant to Article 5 or
          any obligation on the part of an Obligor to deduct or withhold any
          Taxes from or in respect of any sum payable hereunder to the
          Administrative Agent or the Lenders, in either case, in excess of what
          would have been the case without such assignment, or such assignee
          waives the rights to any benefits under Section 5.8; or (ii) to any
          financial institution if an Event of Default has occurred and is
          continuing.

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

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

          (i)  receipt of the written consent of the Administrative Agent and
               Celestica as referred to in Section 13.11(a) delivered to the
               relevant assignee by the Administrative Agent unless an Event of
               Default has occurred and is continuing in which case consent of
               Celestica shall not be required;

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

          (iii) if any Lender wishes to assign any of its rights, benefits
               and/or obligations hereunder to a financial institution which is
               not a Lender or a Subsidiary or Affiliate of a Lender, such
               Lender shall have paid to the Administrative Agent a fee in the
               amount of U.S.$ 3,500;


<PAGE>

                                      -107-

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

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

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

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

     (d)  Each of the parties hereto confirms that:

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

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

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

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

     (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


<PAGE>

                                      -108-

          on which the Administrative Agent receives the applicable Transfer
          Notice is on, or less than five Banking Days before, the day for the
          payment of any interest or fee hereunder.

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

13.12    CERTAIN REQUIREMENTS IN RESPECT OF MERGER, ETC.

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

     (a)  such other Person or continuing company (herein referred to as a
          "SUCCESSOR CORPORATION") is a Borrower or Restricted Subsidiary;

     (b)  where required in the reasonable opinion of Lenders' Counsel, a
          Successor Corporation which is a Borrower or Material Restricted
          Subsidiary shall execute and/or deliver to the Administrative Agent an
          agreement supplemental hereto or to the Guarantee or Guarantees
          executed by a Predecessor Corporation or Predecessor Corporations, as
          the case may be, in form reasonably satisfactory to the Administrative
          Agent and execute and/or deliver such other instruments, if any, which
          to the reasonable satisfaction of the Administrative Agent and in the
          opinion of Lenders' Counsel are necessary to evidence (i) the
          assumption by the Successor Corporation of liability under each Loan
          Document to which the Predecessor Corporation is a party for the due
          and punctual payment of all money payable by the Predecessor
          Corporation thereunder, and (ii) the covenant of the


<PAGE>

                                      -109-

          Successor Corporation to pay the same and (iii) the agreement of the
          Successor Corporation to observe and perform all the covenants and
          obligations of the Predecessor Corporation under each Loan Document to
          which the Predecessor Corporation was a party and to be bound by all
          the terms of each such Loan Document so far as they relate to the
          Predecessor Corporation which instruments, if any, shall be in form
          reasonably satisfactory to the Administrative Agent;

     (c)  such transaction would not have a Material Adverse Effect;

     (d)  all Other Taxes payable as a result of such transaction have been
          paid;

     (e)  such transaction will not result in any claim for increased costs
          pursuant to Section 5.5 or result in any Tax being levied on or
          payable by the Administrative Agent or any Lender (except for Taxes on
          the overall net income or capital of the Administrative Agent or a
          Lender provided there is no increase in such Taxes as a result of such
          transaction);

     (f)  such transaction will not cause, or have the result of the
          Administrative Agent, the Lenders or any of them being in default
          under, noncompliance with, or violation of, any Applicable Law;

     (g)  an opinion of Borrowers' counsel substantially in the form and as to
          matters addressed in the opinion of Borrowers' Counsel delivered
          pursuant to Section 6.1 shall have been delivered to the
          Administrative Agent;

     (h)  each of the covenants set forth in Section 9.3 shall be satisfied on
          an actual and PRO FORMA basis after giving effect to such transaction;
          and

     (i)  no Default or Event of Default shall have occurred and be continuing
          or will occur as a result of such transaction.

Sections 13.12(a), (b) and (g) shall not apply to (i) the respective liquidation
or dissolution of Celestica Ireland B.V. and Celestica Denmark A/S or (ii) the
merger of Celestica Japan EMS K.K. with and into Celestica Japan K.K.

This Section 13.12 shall not apply to permit any consolidation, amalgamation or
merger by or of Celestica unless, as the result thereof, the Successor
Corporation is Celestica.

A Successor Corporation shall not be required to comply with Section 13.12(b)
and (g) in respect of a Corporate Reorganization where one or more of the
participants in the subject Corporate Reorganization is a Predecessor
Corporation which is a Borrower or Restricted Subsidiary existing under the laws
of an Exempted Jurisdiction and which, prior to the completion of such Corporate
Reorganization, delivered a Guarantee in accordance with Section 9.1(m) (i) and
the Guarantee delivered by such Predecessor Corporation (the "PREDECESSOR
GUARANTEE") has not been terminated or released. In this paragraph, "EXEMPTED
JURISDICTION" means:


<PAGE>

                                      -110-

          (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    SET-OFF

If an Event of Default has occurred, the Administrative Agent and Lender shall
have the right to set off against any accounts, credits or balances maintained
by the Obligors with the Administrative Agent or any Lender, any amount due
hereunder.

13.14    TIME OF THE ESSENCE

Time shall be of the essence in this Agreement.

13.15    ADVERTISEMENTS

The Administrative Agent and the Lenders agree that prior to any advertisement
with respect to this transaction, the Administrative Agent shall obtain the
written consent of Celestica as to the form and content of such advertisement,
such consent not to be reasonably withheld and to be provided as soon as
practicable.


<PAGE>

                                      -111-


IN WITNESS WHEREOF the parties hereto have executed this Agreement.

                                       CELESTICA INC.


                                       By: /s/ PAUL NICOLETTI
                                           -------------------------------------
                                           Name:  Paul Nicoletti
                                           Title: Vice President & Corporate
                                                  Treasurer




                              DESIGNATED SUBSIDIARY

                                       CELESTICA INTERNATIONAL INC.


                                       By: /s/ PAUL NICOLETTI
                                           -------------------------------------
                                           Name:  Paul Nicoletti
                                           Title: Vice President & Corporate
                                                  Treasurer




<PAGE>

                                     -112-



                                       CIBC WORLD MARKETS, AS JOINT LEAD
                                       ARRANGER AND SYNDICATION AGENT

                                       By: /s/ DAVID WHITE
                                           -------------------------------------
                                           Name:  David White
                                           Title: Managing Director


                                       By: /s/ STEVE NISHIMURA
                                           -------------------------------------
                                           Name:  Steve Nishimura
                                           Title: Executive Director


                                       RBC CAPITAL MARKETS, AS JOINT LEAD
                                       ARRANGER AND CO-DOCUMENTATION AGENT


                                       By: /s/ NOEL V. CURRAN
                                           -------------------------------------
                                           Name:  Noel V. Curran
                                           Title: Managing Director


                                       By: /s/ SANDRA LOKOFF
                                           -------------------------------------
                                           Name:  Sandra Lokoff
                                           Title: Director


                                       BANK OF AMERICA SECURITIES LLC, AS
                                       JOINT LEAD ARRANGER AND CO-DOCUMENTATION
                                       AGENT


                                       By: /s/ OSCAR CRANZ
                                           -------------------------------------
                                           Name:  Oscar Cranz
                                           Title: Principal



<PAGE>

                                     -113-


                                        THE BANK OF NOVA SCOTIA,
                                        AS ADMINISTRATIVE AGENT


                                       By: /s/ ROBERT HOSIE
                                           -------------------------------------
                                           Name:   Robert Hosie
                                           Title:  Managing Director


<PAGE>

                SIGNATURE PAGE FOR CANADIAN IMPERIAL BANK OF COMMERCE, AS LENDER


                                       CANADIAN IMPERIAL BANK OF COMMERCE


                                       By: /s/ DAVID WHITE
                                           -------------------------------------
                                           Name:  David White
                                           Title: Managing Director


                                       By: /s/ STEVE NISHIMURA
                                           -------------------------------------
                                           Name:  Steve Nishimura
                                           Title: Executive Director


<PAGE>


               SIGNATURE PAGE FOR BANK OF AMERICA, N.A., CANADA BRANCH AS LENDER



                                       BANK OF AMERICA, N.A., CANADA BRANCH


                                       By: /s/ MEDINA SALES DE ANDRADE
                                           -------------------------------------
                                           Name:  Medina Sales de Andrade
                                           Title: Assistant Vice President



<PAGE>


                              SIGNATURE PAGE FOR ROYAL BANK OF CANADA, AS LENDER



                                       ROYAL BANK OF CANADA


                                       By: /s/ NOEL V. CURRAN
                                           -------------------------------------
                                           Name:  Noel V. Curran
                                           Title: Vice President


                                       By: /s/ SANDRA LOKOFF
                                           -------------------------------------
                                           Name:  Sandra Lokoff
                                           Title: Senior Manager



<PAGE>


                         SIGNATURE PAGE FOR EXPORT DEVELOPMENT CANADA, AS LENDER


                                       EXPORT DEVELOPMENT CANADA


                                       By: /s/ CARL BURLOCK
                                           -------------------------------------
                                           Name:  Carl Burlock
                                           Title: Senior Financial Services
                                                  Manager


                                       By: /s/ NORMAN LOW
                                           -------------------------------------
                                           Name:  Norman Low
                                           Title: Group Vice President


<PAGE>


                           SIGNATURE PAGE FOR THE BANK OF NOVA SCOTIA, AS LENDER



                                       THE BANK OF NOVA SCOTIA

                                       By: /s/ STEVE TORRENS
                                           -------------------------------------
                                           Name:    Steve Torrens
                                           Title:   Managing Director -
                                                    Communications &
                                                    Technology


                                       By: /s/ DEREK ORANGE
                                           -------------------------------------
                                           Name:    Derek Orange
                                           Title:   Associate Director -
                                                    Communications &
                                                    Technology


<PAGE>

                                  SIGNATURE PAGE FOR BANK OF MONTREAL, AS LENDER



                                       BANK OF MONTREAL


                                       By: /s/ SEAN P. GALLAWAY
                                           -------------------------------------
                                           Name:   Sean P. Gallaway
                                           Title:  Vice President


<PAGE>


                 SIGNATURE PAGE FOR BANK OF TOKYO-MITSUBISHI (CANADA), AS LENDER


                                       BANK OF TOKYO-MITSUBISHI (CANADA)


                                       By: /s/ TED VANDERLAAN
                                           -------------------------------------
                                           Name:    Ted Vanderlaan
                                           Title:   Vice President


<PAGE>


                   SIGNATURE PAGE FOR DEUTSCHE BANK AG, CANADA BRANCH, AS LENDER


                                       DEUTSCHE BANK AG, CANADA BRANCH


                                       By: /s/ ROBERT A. JOHNSTON
                                           -------------------------------------
                                           Name:    Robert A. Johnston
                                           Title:   Vice President


                                       By: /s/ MARIA GORZEN
                                           -------------------------------------
                                           Name:    Maria Gorzen
                                           Title:   Vice President


<PAGE>


                       SIGNATURE PAGE FOR KEY CORPORATE CAPITAL, INC., AS LENDER



                                       KEY CORPORATE CAPITAL, INC.

                                       By: /s/ VIJAYA N. KULKARNI
                                           -------------------------------------
                                           Name:    Vijaya N. Kulkarni
                                           Title:   Assistant Vice President



                                       By: /s/ MICHAEL J. JACKSON
                                           -------------------------------------
                                           Name:    Michael J. Jackson
                                           Title:   Senior Vice President



<PAGE>


                           SIGNATURE PAGE FOR NATIONAL BANK OF CANADA, AS LENDER



                                       NATIONAL BANK OF CANADA


                                       By: /s/ ED SUSTAR
                                           -------------------------------------
                                           Name:    Ed Sustar
                                           Title:   Vice President


                                       By: /s/ BRIAN SMITH
                                           -------------------------------------
                                           Name:    Brian Smith
                                           Title:   Managing Director


<PAGE>


                                       SIGNATURE PAGE FOR CITIBANK N.A., CANADA
                                       BRANCH, AS LENDER



                                       CITIBANK N.A., CANADA BRANCH


                                       By: /s/ ROD SMITH
                                           -------------------------------------
                                           Name:    Rod Smith
                                           Title:   Managing Director


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


<Page>


                                 SCHEDULE C

         APPLICABLE MARGIN, FACILITY FEE, UTILIZATION FEE AND LC FEE

<Table>
<Caption>

----------------------------------------------------------------------------------------------------------------------------------
                                               LEVEL I                  LEVEL II    LEVEL III   LEVEL IV(1)  LEVEL V    LEVEL VI
----------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>                                   <C>         <C>          <C>         <C>        <C>
Senior Debt Rating(2)             > BBB+/Baa1                           BBB/Baa2    BBB-/Baa3    BB+Ba1      BB/Ba2     < BB/Ba2
(Standard & Poor's or Moody's)
----------------------------------------------------------------------------------------------------------------------------------
Utilization Fee(3)                             25.0 bps                 25.0 bps     25.0 bps    25.0 bps    25.0 bps    25.0 bps
----------------------------------------------------------------------------------------------------------------------------------
LIBOR / BA Applicable Margin(4)(5)             75.0 bps                 85.0 bps     95.0 bps    125.0 bps   132.5 bps   160.0 bps
/LC Fee
----------------------------------------------------------------------------------------------------------------------------------
Prime / Base Rate Canada Applicable             0.0 bps                  0.0 bps      0.0 bps    25.0 bps    32.5 bps    60.0 bps
Margin
----------------------------------------------------------------------------------------------------------------------------------
Facility Fee(6)                                 12.5 bps                 15.0 bps     17.5 bps   25.0 bps    30.0 bps     40.0 bps
----------------------------------------------------------------------------------------------------------------------------------
</Table>

NOTES:

1.    Level IV will apply at closing.

2.    In the event of a split rating, the higher rating shall apply, unless
      there are two or more gradations between ratings, in which case, the
      rating one level below the higher rating shall apply.

3.    Utilization Fee is payable on the aggregate Commitments (after giving
      effect to any cancellation, reduction, or increase pursuant to Sections
      2.7, 2.8, and 2.23).

4.    "Applicable Margin" expressed as basis points per annum.

5.    "Applicable Margin" (for a LIBOR Advance, Banker's Acceptance Advance,
      a Prime Rate Advance or a Base Rate Canada Advance or for the LC Fee)
      shall increase by 35.0 bps on the date that the Facility ceases to be
      revolving in nature pursuant to Section 2.8(b)(v).

6.    Facility Fee is payable regardless of usage on the aggregate
      Commitments (after giving effect to any cancellation, reduction, or
      increase pursuant to Sections 2.7 and 2.8) regardless of usage.


<Page>


                                   SCHEDULE N

                        CALCULATION OF THE MANDATORY COST


1.       GENERAL

         The Mandatory Cost is the weighted average of the rates for each Lender
         calculated below by the Administrative Agent on the first day of a
         Term. The Administrative Agent must distribute each amount of Mandatory
         Cost among the Lenders on the basis of the rate for each Lender.

2.       FOR A LENDER LENDING FROM THE U.K.

         a.     The relevant rate for a Lender lending from the U.K. is
                calculated in accordance with the following formulae:

                for a Loan in Sterling:

                AB + C(B-E) = E x 0.01 per cent. per annum
                ----------------------
                      100-(a + C)

                for any other Loan:

                E x 0.01 per cent. per annum
                --------
                  300

                where on the day of application of the formula:

                A    is the percentage of that Lender's eligible liabilities (in
                     excess of any stated minimum) which the Bank of England
                     requires it to hold on a non-interest-bearing deposit
                     account in accordance with its cash ratio requirements;

                B    is LIBOR for that Term;

                C    is the percentage of that Lender's eligible liabilities
                     which the Bank of England requires it to place as a special
                     deposit;

                D    is the interest rate per annum allowed by the Bank of
                     England on a special deposit; and

                E    is calculated by the Administrative Agent as being the
                     average of the rates of charge supplied by the Lenders to
                     the Administrative Agent under paragraph (d) below and
                     expressed in pounds per L1 million.

<Page>


         b.     For the purposes of this paragraph 2:

                i.   ELIGIBLE LIABILITIES and SPECIAL DEPOSIT have the meanings
                     given to them at the time of application of the formula by
                     the Bank of England;

                ii.  FEES RULES means the then current rules on periodic fees in
                     the Supervision Manual of the FSA Handbook; and

                iii. TARIFF base has the meaning given to it in the fees rules.

         c.     i.   In the application of the formulae, A, B, C and D are
                     included as figures and not as percentages, e.g. if
                     A = 0.5% and B = 15%, AB is calculated as 0.5 x 15.
                     A negative result obtained by subtracting D from B is
                     taken as zero.

               ii.   Each date calculated in accordance with a formula is,
                     if necessary, rounded upward to four decimal places.

         d.     i.   Each Lender must supply to the Administrative Agent the
                     rate of charge payable by that Lender to the Financial
                     Services Authority under the fees rules (calculated by
                     that Lender as being the average of the rates of charge
                     applicable to that Lender but, for this purpose, applying
                     any applicable discount and ignoring any minimum fee
                     required under the fees rules) and expressed in pounds per
                     L1 million of the tariff base of that Lender.

               ii.   Each Lender must promptly notify the Administrative Agent
                     of any change to the rate of charge.

         e.     i.   Each Lender must supply to the Administrative Agent the
                     information required by it to make a calculation of the
                     rate for that Lender. The Administrative Agent may assume
                     that this information is correct in all respects.

               ii.   If a Lender fails to do so, the Administrative Agent
                     may assume that the Lender's obligations in respect of
                     cash ratio deposits, special deposits and the fees rules
                     are the same as those of a typical bank from its
                     jurisdiction of incorporation with a lending office
                     in the U.K.

              iii.   The Administrative Agent has no liability to any Party if
                     its calculation over or under compensates any Lender.


                                      2

<Page>


3.       FOR A LENDER LENDING FROM A LENDING OFFICE IN A PARTICIPATING MEMBER
         STATE.

         a.     The relevant rate for a Lender lending from a lending office in
                a Participating Member State is the percentage rate per annum
                notified by that Lender to the Administrative Agent as its cost
                of complying with the minimum reserve requirements of the
                European Central Bank.

         b.     If a Lender fails to specify a rate under paragraph (a) above,
                the Administrative Agent will assume that the Lender has not
                incurred any such cost.

4.       CHANGES

         The Administrative Agent may, after consultation with the Company
         and the Lenders, notify all the Parties of any amendment to this
         Schedule which is required to reflect:

         a.     any change in law or regulation; or

         b.     any requirement imposed by the Bank of England, the Financial
                Services Authority or the European Central Bank (or, in any
                case, any successor authority).

         Any notification will be, in the absence of manifest error, conclusive
         and binding on all the Parties.


                                      3