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                                                                    Exhibit 4.17


THIS AMENDMENT AGREEMENT is made the [    ] day of [     ] 2001

BETWEEN

(1)  APW ENCLOSURE PRODUCTS & SYSTEMS LIMITED and each of its subsidiaries set
     out in Schedule 1 (each a "Borrower" and together the "Borrowers"); and

(2)  THE NATIONAL WESTMINSTER BANK PLC (the "Bank")


WHEREAS

(A)  The Bank and the Borrowers entered into a (Pounds)27,000,000 multi-line
     facility dated 20 April 2000 (the "Facility Agreement").

(B)  On 31 July 2000, APW Ltd, APW North America, Inc., APW Holdings (Denmark)
     APS, certain financial institutions, Bank One, N.A., as syndication agent,
     The Chase Manhattan Bank as documentation agent and Bank of America,
     National Association as administrative agent entered into a  multicurrency
     agreement (the "Multicurrency Agreement")

(C)  Pursuant to a Waiver Request, the Borrowers have requested the Bank to
     waive any of its rights under any cross-default or cross-acceleration
     provisions in the RBS Group Facilities arising exclusively from any non-
     compliance by the Borrowers with the requirements of Section 7.6 (b) and
     (c) of the Multicurrency Agreement on and subject to the terms and
     conditions as outlined in the Waiver Letter.

(D)  The parties wish to enter into this Agreement to record the basis on which
     the Facility Agreement is being amended and restated.

IT IS AGREED as follows:-

1    DEFINITIONS AND INTERPRETATION

     In this Agreement except where the context otherwise requires, words and
     expressions defined and references construed in the Multicurrency Agreement
     and the Facility Agreement (but not defined or construed in this Agreement)
     shall have the same meaning herein, and, in addition:

     "APW Counter Indemnity" means the counter indemnity granted by APW Ltd in
     favour of the Bank and dated 25 April 2001 replacing a previous counter
     indemnity granted by APW Ltd in favour of the RBS dated 1 August 2000

     "APW Group" means APW Ltd and its subsidiaries and affiliates as may be the
     case from time to time

     "APW" means APW Ltd, a company incorporated in Bermuda

     "Debenture" means an agreement creating fixed and floating charges executed
     in favour of the Security Trustee acting for and on behalf of the Banks (as
     defined therein) by certain members of the APW Group and by any "Additional
     Companies" (as defined therein) on or about the date of this Agreement.

     "Effective Date" means the date on which the Bank receives all of the
     documents and other evidence listed in Clause 3.1 (Conditions Precedent) of
     this Agreement in form and substance satisfactory to it and provides the
     Parent with written confirmation to that effect, having received
     confirmation from the Administrative Agent that all conditions precedent to


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    the Multicurrency Agreement would immediately be satisfied upon such written
    confirmation being provided by the Bank.

    "Event Of Default" means any of the events specified in Clause 16 of the RBS
    Facility (as amended  from time to time

    "Guarantees" mean the guarantees to be executed by certain Subsidiaries that
    have not previously executed guarantees in favour of the Bank or RBS (as
    applicable) in respect of all of the obligations (present, future, actual or
    contingent) of the Parent or any of its other UK subsidiaries under or in
    respect of either the Facility Agreement, the RBS Facility or under the APW
    Counter Indemnity

    "Guaranties" mean the guaranties which certain APW Group companies
    incorporated in the USA, have or will execute and deliver in favour of the
    UK Security Trustee in accordance with Clause 18 (Guarantees) of this
    Agreement in respect of the obligations of their UK affiliates under or in
    respect of the UK Finance Documents

    "Intercreditor Agreement" means the intercreditor agreement  dated as of 15
    May 2001 between the Administrative Agent, Bank of America as Security
    Trustee, the Banks, the Bank as agent, the Bank as Security Trustee, the
    Bank and NatWest

    "RBS" means The Royal Bank of Scotland Plc

    "RBS Facility" means the facility agreement entered into between (1) APW
    Electronics Group plc, APW Overseas Investments Limited, APW Electronics
    Limited, APW Enclosures AB, APW Electronics GmbH, Vero Electronics Inc., APW
    Enclosures S.A. and APW Electronics S.r.L and (2) RBS, dated 20 April 2000

    "RBS Group Facilities" means together the Facility Agreement, the Multi-
    Option Facility, the Counter Indemnity, any loan note guarantees provided by
    NatWest in respect of the obligations of any member of the APW Group and any
    other agreement, including any relating to replacement loans, falling within
    the definition of "UK Facility" contained in the Multicurrency Agreement
    "Security Trustee" means the Bank of America, N.A.

    "Termination Date" means 31 July 2003

    "UK Finance Documents" means each of the Facility Agreement, the
    Intercreditor Agreement, the Debentures, the Guarantees, the APW Counter
    Indemnity, and any other document to be executed in connection with the
    Facility Agreement or the RBS Group facilities which is not a US Finance
    Document

    "US Finance Documents" means each of the Guaranties, the US Pledge
    Agreement, the Intercreditor Agreement and the US Security Agreement and any
    other document to be executed in connection therewith

    "UK Parent" means APW Enclosure Products and Systems Limited, a company
    incorporated in England and Wales with registered number [    ]

    "US Pledge Agreement" means a pledge agreement dated as of 15 May 2001 among
    APW, certain subsidiaries of APW and the Security Trustee, as amended or
    modified from time to time.


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    "US Security Agreement" means a security agreement dated as of 15 May 2001
    among APW, certain subsidiaries of APW and the Security Trustee, as amended
    or modified from time to time.

    "US Assignment of Security Interest in United States Trademarks and Patents"
    means an assignment of security interest in United States trademarks and
    patents dated as of 15 May 2001 among APW, certain subsidiaries of APW and
    the Security Trustee, as amended or modified from time to time .

    "UK Security Trustee" means RBS in its capacity as such

    "Waiver Letter" means the agreement entered into between the RBS and the UK
    Parent acting for and on behalf of each of its UK subsidiaries dated [    ]
    April 2001 setting out the terms upon which RBS and the Bank will continue
    to make available to the UK Parent and its UK subsidiaries the RBS Group
    Facilities

    "Waiver Request" means the request issued by the UK Parent, APW Holdings
    Denmark and APW North America Inc. dated 27 March 2001

    "Warrant Agreement" means an agreement in the form attached as Exhibit [] to
    the Multicurrency Agreement

    "Warrants" mean the share warrants issued by APW to the Bank pursuant to the
    Warrant Agreement.

2   AMENDMENT OF FACILITY AGREEMENT

    With effect from the Effective Date, the Facility Agreement is amended as
    set out in the Agreement.  The parties agree to be bound by the Facility
    Agreement as amended and restated.

3   CONDITIONS PRECEDENT AND CONDITIONS SUBSEQUENT TO THIS AMENDMENT AND
    RESTATEMENT AGREEMENT

3.1 The obligation of the Bank to continue to make the Facility available is
    subject to the condition that the Bank shall have received in a form and
    substance satisfactory to it on or before the Effective Date:-

(a) a copy, certified a true and up to date copy by the Secretary of each
    Borrower which is a UK Borrower or a US Borrower and each other UK Obligor
    or US Obligor and, of the Certificate of Incorporation and Memorandum and
    Articles of Association or their equivalent constitutional documents;

(b) a copy, certified a true and up to date copy by the Secretary of each UK
    Obligor and US Obligor, of a resolution of the board of directors of such UK
    Obligor or US Obligor approving the execution and delivery of the UK Finance
    Documents or the US Finance Documents (as the case may be) to which it is a
    party and their performance of its obligations thereunder and authorising a
    person or persons (specified by name) on behalf of each UK Obligor or US
    Obligor (as the case may be) to sign and deliver the UK Finance Documents
    and any other documents to be delivered by it pursuant thereto and to give
    all notices which may be required to be given on its behalf under the UK
    Finance Documents or US Finance Documents (as the case may be);

(c) a certificate authenticated by the Secretary of each UK Obligor and US
    Obligor setting out the names and signatures of the persons authorised to
    sign, on behalf of such UK Obligor


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     and US Obligor, the UK Finance Documents or the US Finance Documents (as
     the case may be) and any other documents to be delivered by such UK Obligor
     and US Obligor pursuant thereto;

(d)  a certificate signed by the Secretary of each UK Obligor and US Obligor
     stating that their execution of the UK Finance Documents and the US Finance
     Documents to which it is a party and the exercise by it of its rights and
     the performance by it of its obligations thereunder are within its
     corporate powers, have been approved by all necessary corporate action and
     will not cause any limit or restriction on any of its powers (whether
     imposed by law, decree, rule, regulation, its Memorandum or Articles of
     Association (or equivalent Constitutional documents), agreement or
     otherwise) or on the right or ability of its directors to exercise such
     powers, to be exceeded or breached;

(e)  Counterparts of each UK Finance Document and each US Finance Document duly
     executed by each UK Obligor and US Obligor that is a party thereto
     including the following:-

     (i)    Warrant Agreement in the form attached to the Multicurrency
            Agreement, together with delivery of Warrants Certificates and a
            certified copy of the register of stockholders evidencing the
            registration of the Warrant Holders;

     (ii)   The US Security Agreement, together with such financing statements
            and other documents as the Security Trustee may require;

     (iii)  The US Pledge Agreement, together with such stock certificates,
            blank stock powers and other documents as the Security Trustee may
            require;

     (iv)   The US Assignment of Security Interest in United States Patents and
            Trademarks, in a form recordable with the United States Patent and
            Trademark office;

     (v)    The Debenture ; and

     (vi)   The Guarantees and Guaranties to be provided pursuant to Clause 17
            (Guarantees) of this Agreement in form and substance satisfactory to
            the Security Trustee. For the avoidance of doubt this includes the
            Guarantees to be provided by Towerflame Limited and Air Cargo
            Equipment (UK) Limited.

(f)  Opinions from the US Counsel of APW and the Guarantors in the form
     exhibited to the Multicurrency Agreement, but addressed to the Bank and
     referring to the RBS Group Facilities; and

(g)  Copies of each of the other conditions precedent delivered pursuant to
     Clause 5.1 of the Multicurrency Agreement.

3.2  Conditions Subsequent

     It shall be a condition subsequent to this Agreement that the Bank shall
     have received in a form and substance satisfactory to it within 60 days of
     the Effective Date both:-

(a)  a copy certified a true and up to date copy by the Secretary of each
     Borrower which is a non UK Borrower or a non US Borrower, and each other
     non UK Obligor or non US Obligor, of the Certificate of Incorporation and
     Memorandum and Articles of Association or their equivalent constitutional
     documents; and


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(b)  (if any resolution described in Clause 3.1(b) above did not expressly refer
     to the execution of the Intercreditor Agreement), a copy, certified a true
     and up to date copy by the Secretary of each relevant UK Obligor and US
     Obligor which executed the Intercreditor Agreement, of a resolution of the
     board of directors of such UK Obligor or US Obligor ratifying, for the
     avoidance of doubt, the execution and delivery of the Intercreditor
     Agreement.

3.3  Real Estate and Foreign Subsidiaries

     The provisions of Clauses 3.3 (Real Estate) and 3.4 (Foreign Subsidiaries)
     of the Multicurrency Agreement shall apply mutatis mutandis to this
     Agreement, save that references to the "Administrative Agent" shall be
     deemed to be references to the "Security Trustee".

4    SECURITY

4.1  The following shall be added to the end of Clause 4.6, which shall be
     renumbered Clause 4.6(a):

     "The obligations of the Borrowers shall be secured by any security granted
     by the Guarantees, the Debentures, the Guaranties, the US Pledge Agreement,
     the US Security Agreement, the US Agreement Security Interest in US
     Trademarks and Patents and the APW Counter Indemnity subject to the terms
     of the Intercreditor Agreement."

4.2  The following shall be added as a new Clause 4.6(b):-

     "The Parent and each Borrower shall procure that APW and each of the
     Domestic Subsidiaries and UK Subsidiaries shall comply with the provisions
     of Clauses 3.2, 3.3 and 3.4 of the Multicurrency Agreement, the terms of
     which shall apply mutatis mutandis to this Agreement save that (a)
     references to the "Administrative Agent" shall be deemed to be references
     to the "Security Trustee", (b) references to the "Pledge Agreement" shall
     be deemed to be references to the "US Pledge Agreement", (c) references to
     the "Security Agreement" shall be deemed to be references to the "US
     Security Agreement", and (d) references to the "Assignment of Security
     Interest in United States Trademarks and Patents" shall be deemed to be
     references to the "US Assignment of Security Interest in United States
     Trademarks and Patents"."

4.3  The following shall be added as a new Clause 4.6(c):-

     "The provisions of Clause 3.6 (Further Assurances) of the Multicurrency
     Agreement shall apply mutatis mutandis to this Agreement save that (a)
     references to the "Administrative Agent" shall be deemed to be references
     to the "Security Trustee" (b) references to the "Required Banks" shall be
     deemed to be references to the "Bank" and (c) references to the
     "Outstanding Obligations" shall be deemed to be references to the "Secured
     Obligations (as defined in the Debenture)".

5    FEES AND COSTS

     Clause 4.7 (Fees and Costs) shall be amended by the following amendments:

     "4.7(a)  Commitment Fee

     The Borrowers shall (without prejudice to any commitment fees already
     accrued prior to the Effective Date) pay to the Bank a commitment fee
     calculated at the rate of 0.5% on the undrawn and uncancelled amount of the
     Facility from day to day during the period


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    beginning on the Effective Date and ending on the Termination Date. Such
    commitment fee shall be payable in arrears on the last day of each
    successive period of 3 months which falls due during such period and on the
    Termination Date.

    4.7(b)  Amendment Fee

    You shall pay to the Bank an amendment fee of 0.75% of the maximum aggregate
    exposure of the Borrowers to the Bank as at the Effective Date within 2
    Banking Days of the Effective Date."

6   TERMINATION

    Clause 4.5 shall be deleted and by way of substitution there shall be
    replaced with the following:

    "4.5  Termination

    The Facility will cease to be available on the Termination Date.

7   OVERDUE PAYMENTS

    Clause 4.9 shall be deleted and by way of substitution there shall be
    inserted the following provision:

    "4.9  Overdue Payments

    If you do not make any payment under the agreement on the date it is due,
    then, without prejudice to our other rights, we will charge interest on the
    overdue amount from the date it was due to the date upon which we receive
    payment (as well after as before judgement).

    This will be calculated (and compounded in accordance with our normal
    practice) on the basis of a year of 360 or 365 days depending on the
    practice from time to time of the Bank in the London Interbank Market
    relating to the relevant currency and the actual number of days elapsed.

    You will pay interest to us at a rate which is equal to the sum of:

    (a)  the Applicable Margin to be increased and varied from time to time in
         accordance with the provisions of the Multicurrency Agreement such that
         the Applicable Margin shall always be equivalent to that payable by APW
         or any of its affiliates under the Multicurrency Agreement;

    (b)  the LIBOR for such Fixture Period(s) as we, in our discretion, from
         time to time determine; and

    (c)  the MCR Costs.

    Any late payments may be debited to a separate account.

    Notwithstanding the foregoing, if the Overdraft is outstanding after the
    expiry date specified in term 4.5 then interest will be charged in
    accordance with the provisions of the General Terms (see section OD2)."

8   THE ACCEPTANCE CREDIT

    Clause AC5 shall be deleted and by way of substitution there shall be
    inserted the following provision:


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    "AC5 Commission

    You will pay to us on acceptance of each Bill an acceptance commission,
    calculated from the date of acceptance on the basis of the number of days
    tenor of the Bill and a year of 365 days, at the rate equivalent to the then
    current Applicable Margin (to be varied and restated from time to time in
    accordance with the provisions of the Multicurrency Agreement such that the
    Applicable Margin shall always be equivalent to any Margin payable by APW or
    any of its affiliates under the Multicurrency Agreement) on the face amount
    of the Bill. This commission will be deducted from the proceeds of each
    discounted Bill."

9   THE LOAN

9.1 Clause LN5 (Interest) shall be deleted and by way of substitution there
    shall be inserted the following provision:

    "LN5 Interest

    You will pay interest on a drawing for each Fixture Period at a rate equal
    to the sum of:

    (i)   Applicable Margin to be increased and varied from time to time in
          accordance with the provisions of the Multicurrency Agreement such
          that the Applicable Margin shall always be equivalent to that payable
          by APW or any of its affiliates under the Multicurrency Agreement;

    (ii)  LIBOR for that Fixture Period;

    (iii) the MCR Costs.

    We will work out interest on the balance of the Loan outstanding from day to
    day on the basis of the actual number of days elapsed and a 360 or a 365 day
    year depending on our practice from time to time for the relevant currency.

    You must pay interest to us in arrears at the end of each Fixture Period
    (and every six months during any Fixture Period which exceeds six months).

    We may charge interest to your current account or to your loan account.

    If you do not make any payments on the due date under the agreement, then
    the rate of interest specified in term 4.9 of the agreement shall apply to
    any overdue amounts.

9.2 Clause LN7 (Prepayment) shall be deleted and by way of substitution there
    shall be inserted the following provisions:

    "LN7 Prepayment

    Clause LN7 (Prepayment) shall be subject to any overriding provisions
    contained in the Intercreditor Agreement

         (a) The provisions contained in Clause 2.8(b) (Unscheduled Mandatory
         Reductions) and Clause 2.9(b)(ii) (Mandatory Prepayments) of the
         Multicurrency Agreement shall apply mutatis mutandis to this Agreement,
         such that the Bank receives its Pro Rata Share of any such repayment.

         (b) Without prejudice to any other reductions in the Facility Amount
         which are required to be made pursuant to the terms of this Agreement,
         the Borrowers  shall reduce the Bank's commitments under the RBS Group
         Facilities by (Pounds)[] by


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         February 28, 2002, by a further (Pounds)[] by February 28, 2003 and a
         further by (Pounds)[] by May 31, 2003. Once reduced in accordance with
         this Clause LN7(b), the relevant commitments may not be increased.

         (c) If for any reason the outstanding obligations to the Bank under the
         RBS Group Facilities exceed its commitments, because of any limitation
         set forth in this Agreement or otherwise, the Borrowers shall
         immediately prepay Advances and/or deposit cash in an interest bearing
         cash collateral account held with the Bank in an aggregate amount equal
         to such excess (all interest accruing on such account being for the
         account of the Borrowers prior to Enforcement).

         (d) Any part of the  RBS Group Facilities which is prepaid pursuant to
         this Clause LN7 may not be reborrowed, and the Bank's commitment shall
         be reduced accordingly, unless the prepayment was made because for a
         period of five consecutive business days, APW and its Subsidiaries held
         in aggregate collected funds in excess of $10,000,000.

         (e) If on any Determination Date, the Bank shall have determined that
         the aggregate Sterling Amount of its outstanding obligations under the
         RBS Group Facilities exceeds its commitment under such facilities, due
         to a change in applicable rates of exchange between Sterling and
         Optional Currencies, then the Bank shall give notice to the Parent that
         a prepayment is required and the Borrowers shall make a prepayment so
         as to ensure that the Sterling Amount of the outstanding obligations
         under the RBS Group Facilities no longer exceeds the Bank's commitment
         under such facilities.

         (f) If and to the extent that any payment is properly due pursuant to
         this Clause LN7, the Bank is hereby irrevocably and unconditionally
         authorised, unless prohibited from doing so by the Intercreditor
         Agreement,  to debit any account of the Borrowers in order to effect
         such payment."

10    THE CORPORATE DEALING LINE

10.1  Clause CD5 (Interest) shall be deleted and by way of substitution there
      shall be inserted the following provision:

      "CD5 Interest

      You will pay interest on a drawing for each Fixture Period at a rate equal
      to the sum of:

      (a)  such rate as we shall notify to you when you make a utilisation
           request under section CD2 above. If we do not notify you of a rate,
           then the rate shall be equivalent to the Applicable Margin to be
           increased and varied from time to time in accordance with the
           provisions of the Multicurrency Agreement such that the Applicable
           Margin shall always be equivalent to that payable by APW or any of
           its affiliates under the Multicurrency Agreement;

      (b)  LIBOR for that Fixture Period;

      (c)  the MLA Costs.

      We will work out interest on the balance of the Corporate Dealing Line
      outstanding from day to day on the basis of the actual number of days
      elapsed and a 365 day year.

      You must pay interest to us in arrears at the end of each Fixture Period.


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      We may charge interest to your current account or to your loan account.

      If you do not make any payments on the due date under the agreement, then
      the rate of interest specified in term 4.9 of the agreement shall apply to
      any overdue amounts."

10.2  Clause CD7 (Prepayment) shall be deleted and by way of substitution there
      shall be the following provision:

      "CD7 Prepayment

      [TO BE REVIEWED IN LIGHT OF THE FINAL INTERCREDITOR AGREEMENT]

      Clause CD7 (Prepayment) shall be subject to Clause [ ] of the
      Intercreditor Agreement

         (a) The provisions contained in Clause 2.8(b) (Unscheduled Mandatory
         Reductions) and Clause 2.9(b)(ii) (Mandatory Prepayments) of the
         Multicurrency Agreement shall apply mutatis mutandis to this Agreement,
         such that the Bank receives its Pro Rata Share of any such repayment.

         (b) Without prejudice to any other reductions in the Facility Amount
         which are required to be made pursuant to the terms of this Agreement,
         the Borrowers  shall reduce the Bank's commitments under the RBS Group
         Facilities by (Pounds)[] by February 28, 2002, by a further (Pounds)[]
         by February 28, 2003 and a further by (Pounds)[] by May 31, 2003. Once
         reduced in accordance with this Clause CD7(b), the relevant commitments
         may not be increased.

         (c) If for any reason the outstanding obligations to the Bank under the
         RBS Group Facilities exceed its commitments, because of any limitation
         set forth in this Agreement or otherwise, the Borrowers shall
         immediately prepay Advances and/or deposit cash in an interest bearing
         cash collateral account held with the Bank in an aggregate amount equal
         to such excess (all interest accruing on such account being for the
         account of the Borrowers prior to Enforcement).

         (d) Any part of the  RBS Group Facilities which is prepaid pursuant to
         this Clause CD7 may not be reborrowed, and the Bank's commitment shall
         be reduced accordingly, unless the prepayment was made because for a
         period of five consecutive business days, APW and its Subsidiaries held
         in aggregate collected funds in excess of $10,000,000.

         (e) If on any Determination Date, the Bank shall have determined that
         the aggregate Sterling Amount of its outstanding obligations under the
         RBS Group Facilities exceeds its commitment under such facilities, due
         to a change in applicable rates of exchange between Sterling and
         Optional Currencies, then the Bank shall give notice to the Parent that
         a prepayment is required and the Borrowers shall make a prepayment so
         as to ensure that the Sterling Amount of the outstanding obligations
         under the RBS Group Facilities no longer exceeds the Bank's commitment
         under such facilities.

         (f) If and to the extent that any payment is properly due pursuant to
         this Clause CD7, the Bank is hereby irrevocably and unconditionally
         authorised, unless prohibited from doing so by the Intercreditor
         Agreement,  to debit any account of the Borrowers in order to effect
         such payment."


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11  THE OVERDRAFT

    Clause OD4 (Interest) shall be deleted and by way of substitution there
    shall be inserted the following provision:

    "OD4 Interest

    The rate of interest payable on the Overdraft shall be the aggregate of 3%
    per year and our base rate for the time being.

    The rate per year above our base rate may be varied and restated from time
    to time in accordance with the provisions of the Multicurrency Agreement
    such that the rate per year above our base rate shall be equivalent to the
    margin payable by APW or any of its affiliates under the Multicurrency
    Agreement.

    The rate of interest on any indebtedness from time to time in excess of the
    amount from time to time available under the Overdraft shall be the
    aggregate of [5%] per year and our base rate for the time being. We are not
    obliged to allow (or to continue to allow) any such excess borrowing.

    Interest shall accrue at the rate aforesaid from day to day on the daily
    cleared debit balances on the account or accounts on which the Overdraft is
    made available and shall be payable quarterly on our usual charging days and
    on final repayment of the Overdraft.

    We shall be entitled to compound interest quarterly (as well as before
    termination pursuant to term 4.5 of the agreement, demand for repayment, or
    judgement) at the rate aforesaid."

12  REPRESENTATIONS AND WARRANTIES

    The Representations and Warranties in Clause 12 of the RBS Facility (as
    amended from time to time) shall apply to the Agreement mutatis mutandis.

13  COVENANTS

    Clause 13.1 (Financial Information) of the RBS Facility (as amended from
    time to time) shall apply to the Agreement mutatis mutandis.

14  EVENTS OF DEFAULT

    Events of Default in Clause 16 of the RBS Facility (as amended from time to
    time) shall apply to the Agreement mutatis mutandis.

15  DEFAULT INTEREST

    Clause 17 (Default Interest) of the RBS Facility shall apply to this
    Agreement mutatis mutandis

16  WARRANTS

    There shall be inserted the following as a new Clause 18.7.

    "18.7  Warrants

    The provisions of Clause 2.18 of the Multicurrency Agreement (Warrants)
    shall apply mutatis mutandis to this Agreement so that each of the Bank and
    NatWest shall receive a proportionate share (equal to its total commitment
    on the date of this Agreement under all



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      of the RBS Group Facilities, including its exposure under any loan notes,
      divided by the Combined Commitments on the date of this Agreement) of 5%
      of the fully diluted common stock of APW."

17    GUARANTEES AND RELEASE OF GUARANTEES

      All obligations of each Borrower under the RBS Group Facilities shall,
      notwithstanding the provisions of the Waiver Letter and the Waiver Request
      but subject to Clauses 17.2 and 17.3 below, be guaranteed by each of the
      Guarantors (as defined in the Multicurrency Agreement) and the provisions
      contained in Clause 3.1(c ) of the Multicurrency Agreement (Action with
      Non-Guarantors) shall apply mutatis mutandis to this Agreement.

17.2  The Bank hereby releases, with effect from the Effective Date but subject
      to Clause 17.3 below, each of the Dissolution Subsidiaries which are not
      Borrowers from their obligations and liabilities, whether actual,
      contingent or prospective, under any guarantee previously given to the
      Bank in respect of the obligations of the Borrowers to the Bank under the
      RBS Group Facilities.

17.3  If any Dissolution Subsidiary is not dissolved within 90 days of the
      Effective Date (or such longer period as the Bank may in its absolute
      discretion permit), each Borrower shall procure that such Dissolution
      Subsidiary duly executes each of the following within 120 days of the
      Effective Date (or such longer period as the Bank may in its absolute
      discretion permit):-

      17.3.1   a valid, binding and enforceable guarantee of the obligations of
               the Borrowers to the Bank in respect of the RBS Group Facilities,
               in substantially the same form as the Guaranties or Guarantees
               (depending on the domicile of the Dissolution Subsidiary); and

      17.3.2   a valid, binding and enforceable Deed of Accession to the
               Debenture, in substantially the form annexed as Schedule 2 to the
               Debenture.

17.4  The provisions contained in Clause 3.1(c) of the Multicurrency Agreement
      (Action with Non-Guarantors) shall apply mutatis mutandis to this
      Agreement.

18    DEFINITIONS

      Clause 2 (Meaning of Words and Phrases used in the Facility Agreement) of
      the Appendix shall be amended to include the following definitions:

      "Amendment Agreement" means the amendment agreement dated 15 May 2001,
      between the Parent, the Borrowers and the Bank amending certain terms of
      this Agreement"

      "Applicable Margin" shall have the meaning given to it in the
      Multicurrency Agreement, provided that loans denominated in Sterling or
      any currency other than Dollars shall be


<PAGE>

      deemed to be Offshore Rate Loans and loans denominated in Dollars shall be
      deemed to be Base Rate Loans"

      "Finance Documents" means each of this Agreement, the Bills, the Counter
      Indemnities, the UK Finance Documents and the US Finance Documents (each
      as defined in the Amendment Agreement) and any other document to be
      executed in connection with this Agreement."

      "Parent" means APW Electronics Group plc

      "Termination Date" means July 31 2003"

19    GENERAL

19.1  The Borrowers hereby undertake that the Representations and Warranties set
      out in Clause 12 of the RBS Facility (as amended from time to time) are
      true and accurate as of the date of this Agreement.

19.2  All other terms and conditions of the Facility Agreement remain unchanged,
      save that the creation of the security evidenced by the Collateral
      Documents and all other security created in favour of the Security Trustee
      and the Bank is expressly permitted. All other terms and conditions of the
      Facility Agreement remain unchanged.

19.3  A person who is not a party to this Facility Agreement has no right under
      the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the
      benefit of any term of the Facility Agreement.

19.4  The Borrowers shall on demand reimburse the Bank all reasonable costs
      including fees, costs and expenses (including legal fees and expenses)
      incurred in or in connection with the negotiation and execution of the UK
      Finance Documents and the US Finance Documents and shall pay all stamp,
      registration and other taxes to which any such document is, or at any time
      may be, subject and shall indemnify the Bank against any liabilities,
      expenses, costs or claims resulting from any failure to pay, or any delay
      in paying, such tax. This Agreement shall be governed by and construed in
      accordance with the laws of England and the parties hereto submit to the
      jurisdiction of the English courts.

19.5  This Agreement shall be governed by and construed in accordance with the
      laws of England and the parties hereto subject to the jurisdiction of
      English courts


<PAGE>

SIGNED FOR AND ON BEHALF OF:-

THE ROYAL BANK OF SCOTLAND plc

By:



APW ENCLOSURE PRODUCTS & SYSTEMS LIMITED

By:



APW ENCLOSURE SYSTEMS (UK) LIMITED

By:



APW INVESTMENTS UK LIMITED

By:



APW  HOLDINGS (UK) LIMITED

By:



RUBICON FINANCE LIMITED

By:



APW HOLDINGS (EUROPE) LIMITED

By:



<PAGE>

APW ELECTRONICS GROUP PLC

By:



APW OVERSEAS INVESTMENTS LIMITED

By:



APW ELECTRONICS LIMITED

By:



APW POWER SUPPLIES LIMITED

By:



APPLIED POWER LIMITED

By:



APW ENCLOSURE SYSTEMS (HOLDINGS) LIMITED

By:



APW GALWAY LIMITED

By:



<PAGE>

APW NEW FOREST LIMITED

By: