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                                                                    EXHIBIT 10.1


To:  The Directors                            The Royal Bank of Scotland
     APW Enclosure Products and Systems       Corporate Banking & Financial
     Limited (the "Company")                  Markets
     Electron Way                             Specialised Lending Services
     Chandlers Ford                           PO Box 450
     Eastleigh                                5-10 Great Tower Street
     Hants SO53 4ZR                           London EC3P 3HX

                                              Telephone: 020 7833 2121
                                              Facsimile: 020 7526 5407/8
                                              Website:   www.rbs.co.uk

Dear Sirs

We refer to the following:-

1    A multi-option facility entered into between National Westminster Bank Plc
     ("NatWest") (1), the Company (2), and certain of its subsidiaries (3),
     dated 20 April 2000 as may have been subsequently amended and restated from
     time to time (the "MOF");

2    A counter-indemnity granted by APW Limited (the "Parent") in favour of The
     Royal Bank of Scotland plc ("RBS") and dated 1 August 2000 (the "Counter
     Indemnity"); and

3    A facility agreement entered into between the Company (1), certain of its
     subsidiaries (2) and RBS (3), dated 24 October 1995 as subsequently amended
     and restated from time to time (the "RBS Facility").

(together the "RBS Group Facilities")

We also refer to a Multicurrency Agreement dated 31 July 2000 among the Parent,
APW North America, Inc., APW Holdings (Denmark) APS, certain financial
institutions, Bank One, NA., as syndication agent, the Chase Manhattan Bank, as
documentation agent and Bank of America, National Association as administrative
agent (the "Multicurrency Agreement").

We write with reference to the Multicurrency Agreement and a waiver request
issued by the Company, APW Holdings Denmark APS and APW North America Inc. dated
27 March 2001 (the "Waiver Request").  Terms defined in the Waiver Request shall
have the same meanings in this letter.

We confirm that during the Waiver Period, NatWest and RBS shall continue to make
available to the Company and its UK subsidiaries, the RBS Group Facilities and
shall for the avoidance of doubt 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

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requirements of Section 7.8(b) and (c) of the Multicurrency Agreement on and
subject to the following terms and conditions:-

1    The margin and commission payable by the Company and/or any of its UK
     subsidiaries in respect of the RBS Group Facilities has been increased to
     2.25%.

2    The Company shall pay a waiver fee to RBS immediately upon execution of
     this letter by RBS equal to 0.1% of the aggregate of the commitments under
     RBS Group Facilities.

3    The Company continuing to make all scheduled payments of interest and
     commissions under the RBS Group Facilities, it being expressly acknowledged
     and agreed that RBS and NatWest reserve all of their rights to accelerate
     the RBS Group Facilities in the event of a breach of this condition 3.

4    RBS reserving all of its rights under the RBS Group Facilities and the
     Multicurrency Agreement in the event that the Company or any of its UK or
     Irish subsidiaries (other than dormant subsidiaries) shall cease, or
     threaten to cease to carry on their business, or any person shall petition
     for the appointment of a liquidator or administrator of the Company or any
     of its UK or Irish subsidiaries (other than dormant subsidiaries) or there
     shall be a receiver or administrative receiver appointed by a third party
     in respect of the whole or part of their undertaking and/or assets, or any
     person shall pass a resolution for their winding up (otherwise than for the
     purpose of a bona fide scheme of solvent amalgamation or reconstruction
     where the resulting entity shall resume all of the liabilities of the
     Company or its UK or Irish subsidiaries (other than dormant subsidiaries))
     or a court of competent jurisdiction shall make an order for their winding
     up, or they shall enter into any voluntary arrangement with their
     creditors, or shall be unable to pay their debts as they fall due within
     the meaning of Section 123 Insolvency Act 1986, or anything analogous to
     any of the foregoing under the laws of any jurisdiction occurs.

5    To the extent that the Company or any of its UK or Irish subsidiaries has
     not previously executed a valid and binding guarantee of all or any of the
     obligations (present, future, actual or contingent):

     (a)  of the Company or any of its other UK subsidiaries under or in respect
          of the MOF in favour of NatWest or the RBS Facility in favour of RBS;
          or

     (b)  of the Parent under or in respect of the Counter-Indemnity

     the Company shall and shall procure that each relevant UK and Irish
     subsidiary (other than dormant subsidiaries) shall execute a guarantee in
     favour of NatWest or RBS (as applicable) of the relevant obligations to be
     guaranteed by each of them respectively (but excluding for the avoidance of
     doubt a guarantee of any obligations that would by virtue

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     of their inclusion breach S.151 Companies Act 1985 or any equivalent
     legislation in any relevant jurisdictions), in each case in a form and
     substance satisfactory to RBS and in any event within [5] business days of
     the date hereof.

6    To the extent that the Parent has not previously executed a valid and
     binding guarantee in favour of NatWest (under or in respect of the MOF) or
     RBS (under or in respect of the RBS Facility) it shall promptly execute in
     favour of NatWest or RBS (as applicable) a guarantee of those respective
     liabilities in each case in a form and substance satisfactory to RBS and in
     any event within [5] business days of the date of this Agreement.  RBS at
     its discretion may also require the issue of a legal opinion (in a form and
     substance satisfactory to RBS) from Bermudan counsel (approved by it) in
     respect of the grant of the guarantee by the Parent.

7    The Company (without any double counting) shall promptly indemnify the Bank
     in respect of:

     (a)  Its reasonable out of pocket expenses in relation to this waiver and
          any restructuring of the RBS Group Facilities; and

     (c)  all accounting and legal fees, costs and disbursements together with
          any VAT or similar taxes thereon (including those incurred by the
          Bank's separately appointed US counsel) reasonably and properly
          incurred by the Bank.

8    The Company shall procure that all information made available to any of the
     banks pursuant to the terms of the Multicurrency Agreement or any
     negotiations or arrangements made to restructure any of the facilities made
     available under the Multicurrency Agreement shall simultaneously be made
     available to The Royal Bank of Scotland plc.

9    The Company shall promptly provide any relevant information relating to the
     business, trading and financial condition of the Company and its
     subsidiaries.

10   There being no breach by the Parent or any of its subsidiaries of any of
     the representations, terms and conditions set out in a letter addressed to
     the Parent by RBS and dated 29 March 2001.


Save as expressly provided in this letter, the terms and conditions of the RBS
Group Facilities shall remain in full force and effect.

This letter shall be governed by and construed in accordance with English law.

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Please confirm your acceptance to the terms and conditions of this letter by
signing the acceptance in the enclosed duplicate and returning it to the Bank by
10.00 am on 9 April 2001.


Yours faithfully

For and on behalf of

The Royal Bank of Scotland plc

/s/
We acknowledge and agree the terms of this letter.


      /s/                         April 6, 2001
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Signed for and on behalf of APW Enclosure Products and
Systems Limited and each of its subsidiaries

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