<PAGE>

                                                                     Exhibit 4.4

                   WARRANT AND REGISTRATION RIGHTS AGREEMENT

     WARRANT AND REGISTRATION RIGHTS AGREEMENT, dated as of May 15, 2001 (this
"Agreement"), is by and among APW LTD., a Bermuda company (the "Company"), and
 ---------                                                      -------
the holders of Warrant Certificates referred to below who are being issued
Warrants in connection with the Credit Facilities referred to below (the
"Investors").
 ---------

     WHEREAS, APW Electronics Group PLC its subsidiaries and affiliates
(collectively "Borrowers") have severally entered into various credit facilities
with Royal Bank of Scotland and National Westminister Bank ("Lenders") including
(1) Revolving Credit Facilities, as amended dated October 24, 1995 with Royal
Bank of Scotland, PLC ; (2) Counter-Indemnity Agreement dated on or about April
26, 2000; with National Westminster Bank, PLC and (3) a Multiline Facility
Agreement dated April 20, 2000 with National Westminster Bank, PLC pursuant to
which the Banks agreed to extend financial accommodations including loans,
letters of credit, bills facilities, bonding facilities, guarantees,
indemnifications and related credit facilities as amended by agreement dated as
of May 15, 2001 (collectively "Credit Facilities"or "UK Credit Facilities") for
the account of its Borrowers as set forth in the respective credit and indemnity
documents (as the same may be amended, supplemented or otherwise modified from
time to time, the "Credit Facilities"), by and among the Company and the Lenders
                   -----------------
the Company has agreed to issue certain Warrants (the "Warrants") evidenced by
                                                       --------
Warrant Certificates in the form of Exhibit A hereto (together with any
certificates issued in replacement or substitution therefor, the "Warrant
                                                                  -------
Certificates") to purchase the Company's Common Shares, par value $0.01 per
------------
share, including the related preferred share purchase rights to the extent such
rights have not been redeemed or cancelled (the "Common Shares"), pursuant to
                                                 -------------
the terms of such Warrants;

     WHEREAS, in connection with the Credit Facilities, the Company has agreed,
upon the terms and conditions set forth herein, to register for sale by the
Investors the shares of Common Shares received by the Investors upon exercise of
the Warrants; and

     WHEREAS, the Company and the Investors desire to set forth certain
agreements relating to the Warrants and the Common Shares issuable upon exercise
thereof.

     NOW, THEREFORE, in consideration of the foregoing and the covenants of the
parties set forth herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, subject to the terms
and conditions set forth herein, the parties hereby agree as follows:

1.   Section Certain Definitions. In this Agreement the following terms shall
             -------------------
have the following meanings:

2.

3.   "Accredited Investor" shall have the meaning set forth in Rule 501 of the
      -------------------
General Rules and Regulations promulgated under the Securities Act.

4.
<PAGE>

5.   "Affiliate" shall mean, when used with respect to a specified Person,
      ---------
another Person that directly, or indirectly through one or more intermediaries,
controls or is controlled by or is under common control with the Person
specified.

6.

7.   "Applicable Law" means (a) all applicable common law and principles of
      --------------
equity and (b) all applicable provisions of all (i) constitutions, statutes,
rules, regulations, ordinances and orders of governmental bodies, (ii)
authorizations, consents, approvals, licenses or exemptions of, registrations or
filings with, or reports or notices to, governmental bodies and (iii) orders,
decisions, judgments and decrees of all courts, administrative agencies and
arbitrators.

8.

9.   "Commencement Date" has the meaning assigned thereto in the Warrant
      -----------------
Certificates.

10.

11.  "Commission" shall mean the Securities and Exchange Commission or any other
      ----------
federal agency at the time administering the Securities Act.

12.

13.  "Company Rights Plan" shall have the meaning ascribed to it in Section 3(d)
      -------------------                                           ------------
of this Agreement.

14.

15.  "Connell" shall have the meaning ascribed to it in Section 5(a)(ii) of this
      -------                                           ----------------
Agreement.

16.

17.  "Connell Registration Rights Agreement" shall have the meaning ascribed to
      -------------------------------------
it in Section 5(a)(ii) of this Agreement.
      ----------------

18.

19.  "Designated Affiliate" means, as to any Lender, an Affiliate of such Lender
      --------------------
designated by such Lender within one (1) month of the Original Issuance Date to
hold some or all of the Warrants issuable hereunder.

20.

21.  "Effective Date" means the date the Credit Facilities becomes effective.
      --------------

22.

23.  "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended,
      ------------
and the rules and regulations of the Commission thereunder, all as the same
shall be in effect at the relevant time.

24.

25.  "Holders" shall mean (i) the Investors, the Lenders, their Designated
      -------
Affiliates and permitted transferees, and (ii) each Person holding Registrable
Shares as a result of a transfer or assignment, in accordance with the terms and
conditions of this Agreement, to that Person of Registrable Shares other than
pursuant to an effective registration statement or Rule 144 (or any successor
provision) under the Securities Act.

26.

27.  "Indemnified Party" shall have the meaning ascribed to it in Section 7(c)
      -----------------                                           ------------
of this Agreement.

                                       2
<PAGE>

28.  "Indemnifying Party" shall have the meaning ascribed to it in Section 7(c)
      ------------------                                           ------------
of this Agreement.

29.

30.  "Lien" means, with respect to any asset, any mortgage, lien, pledge,
      ----
charge, security interest or encumbrance of any kind, or any other type of
preferential arrangement that has the practical effect of creating a security
interest, in respect of such asset.

31.

32.  "Market Price" has the meaning assigned thereto in the Warrant
      ------------
Certificates.

33.

34.  "Person" shall mean an individual, corporation, partnership, limited
      ------
liability company, estate, trust, association, private foundation, joint stock
company or other entity.

35.

36. The terms "Register," "Registered" and "Registration" refer to a
               --------    ----------       ------------
registration effected by preparing and filing a registration statement in
compliance with the Securities Act providing for the sale by the Holders of
Registrable Shares in accordance with the method or methods of distribution
designated by the Holders, and the declaration or ordering of the effectiveness
of such registration statement by the Commission.

37.

38.  "Registrable Shares" shall mean the Warrant Shares issued upon exercise of
      ------------------
the Warrants; provided, however, that any such Common Shares shall cease to be
              --------  -------
Registrable Shares when (A) a registration statement with respect to the sale of
such shares shall have become effective under the Securities Act and such shares
shall have been disposed of in accordance with such registration statement; (B)
such shares shall have been sold in accordance with Rule 144; (C) such shares
shall have been otherwise transferred and new certificates not subject to
transfer restrictions under the Securities Act and not bearing any legend
restricting further transfer shall have been delivered by the Company, and no
other applicable and legally binding restriction on transfer under the federal
securities laws shall exist or (D) such shares, after having been issued,
otherwise cease to be outstanding.

39.

(a)  "Registration Expenses" shall mean all out-of-pocket expenses (excluding
      ---------------------
Selling Expenses) incurred by the Company in complying with Section 5 hereof,
                                                            ---------
including, without limitation, the following: all registration and filing fees;
reasonable fees and expenses of compliance with federal and state securities
laws (including, without limitation, reasonable fees and disbursements of
counsel in connection with state securities qualifications of the Registrable
Shares under the laws of such jurisdictions as the Holders may reasonably
designate); printing (including, without limitation, reasonable expenses of
printing or engraving certificates representing the Registrable Shares in a form
eligible for deposit with The Depository Trust Company or its nominee and
otherwise meeting the requirements of any securities exchange on which they are
listed and of printing registration statements and prospectuses), messenger,
telephone, shipping and delivery expenses; reasonable fees and disbursements of
counsel for the Company; reasonable fees and disbursements of all independent
public accountants of the

                                       3
<PAGE>

Company (including without limitation the reasonable expenses of any annual or
special audit and "cold comfort" letters reasonably required by the managing
underwriter); Securities Act liability insurance if the Company so desires;
reasonable fees and expenses of other Persons reasonably necessary in connection
with the registration, including any experts, retained by the Company;
reasonable fees and expenses incurred in connection with the listing of the
Registrable Shares on each securities exchange on which securities of the same
class are then listed; reasonable fees and expenses associated with any filing
with the National Association of Securities Dealers, Inc. required to be made in
connection with the registration statement; and (j) reasonable fees and
disbursements of one counsel for the Holders participating in the registration.

(b)

(c)  "Rule 144" shall mean Rule 144 promulgated by the Commission under the
      --------
Securities Act, or any successor thereto, as the same shall be in effect at the
relevant time.

(d)

(e) "Securities Act" shall mean the Securities Act of 1933,
as amended, and the rules and regulations of the Commission thereunder, all as
the same shall be in effect at the relevant time.

(f)

(g)  "Selling Expenses" shall mean all underwriting discounts, selling
      ----------------
commissions and stock transfer taxes applicable to any sale of Registrable
Shares.

(h)

(i)  "Subsidiary" means, as to any Person, any corporation or other entity of
      ----------
which securities or other ownership interests having ordinary voting power to
elect a majority of the board of directors or other persons performing similar
functions are at the time directly or indirectly owned by such Person.

(j)

(k)  "UK Banks" has the meaning assigned thereto to Lenders in the first
      --------
"whereas" clause above.

(l)

(m)  "US Banks" has the meaning assigned in Section 5(k).
      --------

(n)

(o)  "Warrant Shares" has the meaning assigned thereto in the Warrant
      --------------
Certificates.

(p)

40.  Section Issuance of Warrants. On the Effective Date, in consideration for
     --------------------
the Lenders entering into the Credit Facilities, the Company shall issue to each
Lender (or its Designated Affiliate) a Warrant Certificate representing Warrants
to purchase the number of Common Shares to which such Lender is entitled as set
forth in Exhibit B hereto.

41.

42.  Section Representations, Warranties and Covenants of the Company. The
             -------------------------------------------------------------
Company represents and warrants to the Lenders and their Designated Affiliates
that:

43.

                                       4
<PAGE>

(a)       Corporate Existence and Power . The Company is a company duly
          -----------------------------
continued, validly existing and in good standing under the laws of Bermuda, and
is duly qualified as a foreign corporation and authorized to do business in all
jurisdictions wherein the character of the properties owned or held under lease
by it or the nature of the business transacted by it makes such qualification
necessary, except for those jurisdictions in which the failure so to qualify or
be authorized, singly or in the aggregate, have not had and would not reasonably
be expected to have a materially adverse effect upon the business, financial
position or results of operations of the Company and its Subsidiaries taken as a
whole, and the Company has all corporate powers, and all material governmental
licenses, authorizations, consents and approvals, required to carry on its
business as presently conducted.

(b)

(c)       Corporate and Governmental Authorization; No Contravention. The
          ----------------------------------------------------------
execution, delivery and performance by the Company of this Agreement and each
Warrant Certificate are within the Company's corporate powers, have been duly
authorized by all necessary corporate action, require no action by or in respect
of, or filing or recording with, any governmental body, agency or official and
do not (i) contravene, or constitute a default under, any provision of
Applicable Law or of the memorandum of association or bye-laws of the Company or
of any agreement, judgment, injunction, order, decree or other instrument
binding upon the Company, or (ii) result in the creation or imposition of any
Lien on any asset of the Company or any of its Subsidiaries.

(d)

(e)       Binding Effect. Each of this Agreement and each Warrant Certificate is
          --------------
a valid and binding obligation of the Company.

(f)

(g)       Capitalization of the Company; Reservation of Shares; Other Matters
          -------------------------------------------------------------------
Relating to Capital Stock.
-------------------------

(h)

(i)       As of the Effective Date, the authorized capital stock of the Company
consists solely of 250,000,000 Common Shares of which (assuming no Lender or
Designated Affiliate exercises any Warrant) 40,791,301 shares of Common Shares
are issued and outstanding and 50,000,000 preferred shares, par value $0.01 per
share, of which 1,000,000 have been designated as Series A Junior Participating
Preferred Stock, par value $0.01 per share, issuable in accordance with that
certain Rights Agreement, dated July 17, 2000, between the Company and Firstar
Bank, N.A., as Rights Agent (the "Company Rights Plan"), of which no shares are
                                  -------------------
issued and outstanding. All of such outstanding capital stock is validly issued,
fully paid and nonassessable and has been issued in compliance with all
applicable laws. As of the Effective Date, there are options, warrants and
convertible securities exercisable or convertible into 5,224,917 Common Shares.
As of the Effective Date and except as set forth on Schedule 3(d), the
applicable exercise price of all such options, warrants and convertible
securities is greater than the exercise price of the Warrants. As of the
Effective Date, except as set forth on Schedule 3(d) and except for the Warrants
                                       -------------
and rights issued under the Company Rights Plan,

                                       5
<PAGE>

there are no existing options, convertible securities, warrants, calls, pledges,
transfer restrictions (except restrictions imposed by federal and state
securities laws), liens, rights of first offer, rights of first refusal,
antidilution provisions or commitments of any character relating to any issued
or unissued shares of capital stock of the Company. Except for the Warrants or
as set forth on Schedule 3(d), there are no preemptive or other preferential
                -------------
rights applicable to the issuance and sale of equity securities (or securities
convertible or exercisable into or exchangeable for equity securities) of the
Company. Except for the Warrants or as set forth on Schedule 3(d) and the
                                                    -------------
warrants being issued to the US Banks pursuant to the US Amended and Restated
Multicurrency Credit Agreement, dated May 15, 2001 and the Connell Registration
Rights Agreement, there are no registration rights with respect to any of the
Company's Common Shares or securities exercisable or convertible into Common
Shares.

(ii)

(iii)     As of the Effective Date, sufficient shares of authorized but unissued
Common Shares have been reserved by corporate action in connection with the
prospective exercise of the Warrants. The issuance of the Warrants will not (x)
require any further corporate action by the stockholders or directors of the
Company, (y) be subject to any statutory or contractual preemptive rights of any
present or future stockholders or members of the Company or (z) conflict with
any provision of any agreement to which the Company is a party or by which the
Company is bound. All Common Shares issuable upon exercise of, and payment for
(including on a cashless basis pursuant to Section 3(d) of the Warrant
Certificate), the Warrants in accordance with their terms will be validly
authorized, fully paid and nonassessable.

(iv)

(v)       The Company has not violated any applicable federal or state
securities laws in connection with the offer, sale and issuance of any of its
capital stock or securities. Assuming the representations of the Holders set
forth in this Agreement are true and correct, the offer, sale and issuance of
the Warrants and the Common Shares issuable upon exercise thereof do not require
registration under the Securities Act or any applicable federal or state
securities laws.

(vi)

(vii)     The Company has obtained all approvals required by Bermuda authorities
to issue the Warrants and the Warrant Shares. The offer, sale and issuance of
the Warrants and the Common Shares issuable upon exercise thereof do not require
prior registration under the laws of Bermuda. The Company covenants that it will
promptly complete all filings required by the laws of Bermuda to be completed
subsequent to the execution of this Agreement in order for the Company to
fulfill its obligations under this Agreement.

(viii)

(ix)      The Company's Common Shares are presently authorized for listing and
are listed and trading on The New York Stock Exchange, Inc. ("NYSE"). The
Company will use commercially reasonable efforts to maintain the listing of the
Common Shares on the NYSE or an equivalent stock exchange.

(x)

                                       6
<PAGE>

(xi)      (vi) The warrants being issued to the US Banks pursuant to the Amended
and Restated US Multicurrency Credit Agreement contain terms substantially
similar to, and in all material respects no more favorable to the US Banks than
(except with regard to the number of demand registrations), the terms of this
Agreement and the Warrant Certificates to the Investors.

(xii)

44.  Section Compliance with Securities Laws; Legends.
             ----------------------------------------

45.

(a)  Investment Intent. Each Lender represents and warrants to the Company that
     -----------------
it is acquiring the Warrants for its own account, with no present intention of
selling or otherwise distributing the same to the public. Each Lender has been
provided with information required by Rule 502 under the Securities Act and has
had the opportunity to obtain additional information as desired in order to
evaluate the merits and risks inherent in holding Warrant and Warrant Shares.
Each Lender has not been offered the Warrant and Warrant Shares by any general
advertising or general solicitation. Each Lender is able to bear the economic
risks and lack of liquidity inherent in the holding of the Warrant and Warrant
Shares.

(b)

(c)  Status of Securities. Each Lender acknowledges that the Warrants and
     --------------------
Warrant Shares have not been and, except as contemplated by this Agreement, will
not be registered under the Securities Act or under any state securities laws
and are being offered and sold in reliance upon federal and state exemptions for
transactions not involving any public offering.

(d)

(e)  Status of Lenders. Each Lender represents and warrants to the Company that
     -----------------
it is an Accredited Investor.

(f)

(g)  Transfer of Warrants and Warrant Shares.
     ---------------------------------------

(h)

(i)       Without limiting any other permitted transfers contemplated by this
Agreement and subject to Section 4(d)(iii) below, the Warrants and Warrant
                         -----------------
Shares may be transferred pursuant to (1) public offerings registered by the
Company under the Securities Act, (2) Rule 144 or 144A promulgated under the
Securities Act (or any similar rule then in force) or (3) subject to the
conditions set forth in Section 4(d)(ii), any other legally available means of
                        ----------------
transfer.

(ii)

(iii)     In connection with any transfer of any Warrants or Warrant Shares
described in Section 4(d)(i)(3), a Holder desiring to transfer Warrants or
             ------------------
Warrant Shares shall deliver written notice to the Company describing in
reasonable detail the proposed transfer, together with an opinion of counsel
(which, to the Company's reasonable satisfaction, is knowledgeable in securities
law matters) to the effect that such transfer may be effected without
registration of such shares under the Securities Act; provided that no such
                                                      --------
opinion shall be required if there shall have been delivered to the Company an
opinion of counsel that no subsequent transfer of all Warrants or Warrant Shares
held by all Holders shall require registration under the Securities Act.
Promptly upon receipt of any opinion described in the proviso to the preceding
                                                      -------
sentence,

                                       7
<PAGE>

the Company shall prepare and deliver in connection with the consummation of the
proposed transfer, new certificates for the Warrants or Warrant Shares being
transferred that do not bear the legend set forth in Section 4(d)(iv). Transfers
                                                     ----------------
to Affiliates are permitted as long as the legal opinion referred to in this
section is provided. Notwithstanding the foregoing, no legal opinion is required
for the transfer of any Warrant or Warrant Share to a Designated Affiliate. To
the extent that a transfer agent shall require an opinion or counsel for a
transfer pursuant to Section 4(d)(i)(2), the Company shall promptly provide such
                     ------------------
opinion of counsel to the transfer agent in order to facilitate timely clearance
of the transfer.

(iv)

(v)       No Warrant may be transferred prior to the Commencement Date unless
transferred from one Investor to another Investor or to a third party in
conjunction with an Investor selling all or a portion of its Commitment (as
defined under the Credit Facilities); provided, however, that the ratio
                                      --------  -------
determined by dividing the number of Warrants transferred by an Investor
pursuant to this Section 4(d)(iii) by the number of Warrants held by such
                 -----------------
Investor on May 15, 2001 must equal the ratio determined by dividing the amount
of Commitment sold by the Investor's original Commitment under the Credit
Facilities.

(vi)

(vii)     Except as provided in Sections 5(j) and 4(d)(ii), each certificate for
                                -------------     --------
any Warrants or Warrant Shares shall be imprinted with a legend substantially in
the following form:

(viii)

          THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
          REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
          "SECURITIES ACT"). SUCH SECURITIES MAY NOT BE SOLD,
          TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN
          EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER
          THE SECURITIES ACT OR UNLESS AN EXEMPTION FROM REGISTRATION
          IS AVAILABLE AND AN OPINION OF COUNSEL WITH RESPECT TO SUCH
          EXEMPTION IS PROVIDED TO THE EXTENT REQUIRED IN A CERTAIN
          WARRANT AND REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY
          15, 2001, ENTERED INTO AMONG THE COMPANY AND CERTAIN HOLDERS
          OF SECURITIES OF THE COMPANY.

(a)  In addition to the legend required by Section 4(d)(iv), each certificate
                                           ----------------
for any Warrants or Warrant Shares shall be imprinted with a legend
substantially in the following form:

(b)

          THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT
          TO THE TERMS AND PROVISIONS OF A CERTAIN WARRANT AND
          REGISTRATION RIGHTS

                                       8
<PAGE>

                     AGREEMENT DATED AS OF MAY 15, 2001,
                     ENTERED INTO AMONG THE COMPANY AND
                     CERTAIN HOLDERS OF SECURITIES OF
                     THE COMPANY, A COPY OF WHICH IS ON
                     FILE AT THE COMPANY'S PRINCIPAL
                     OFFICES. UPON WRITTEN REQUEST TO
                     THE COMPANY'S SECRETARY, A COPY OF
                     SUCH AGREEMENT WILL BE PROVIDED
                     WITHOUT CHARGE TO APPROPRIATELY
                     INTERESTED PERSONS.

Any legend endorsed on a certificate pursuant to Sections 4(d)(iv) and 4(e)
                                                 -----------------     ----
shall be removed if the securities represented thereby shall have been
effectively registered under the Securities Act and sold pursuant to an
effective registration statement or have been sold in compliance with Rule 144.

1.   Section Registration.
             ------------
2.
(a)       Company Registration.
          --------------------
(b)
     (i)       If, on or after the Commencement Date and until May 15, 2006, the
     Company shall determine to Register any of its equity securities either for
     its own account or for the account of any other Person, other than a
     Registration relating solely to benefit plans, or a Registration relating
     solely to a Commission Rule 145 transaction or on Form S-4, or a
     Registration on any registration form which does not permit secondary sales
     or does not include substantially the same information as would be required
     to be included in a registration statement covering the sale of Registrable
     Shares, the Company will:

               (A)  promptly give to each of the Holders a written notice
          thereof (which shall include a list of the jurisdictions, if any, in
          which the Company intends to attempt to qualify such securities under
          applicable state securities laws); and

               (B)  include in such Registration (and any related qualification
          under state securities laws or other compliance), and in any
          underwriting involved therein, all the Registrable Shares specified in
          a written request or requests, made by the Holders within ten (10)
          business days after the giving of the written notice from the Company
          described in clause (i) above, except as set forth in Section 5(a)(ii)
                                                                ----------------
          below.  Such written request shall specify the amount of Registrable
          Shares intended to be disposed of by a Holder and may specify all or a
          part of the Holder's Registrable Shares.

                                       9
<PAGE>

     Notwithstanding the foregoing, if, at any time after giving such written
     notice of its intention to effect such Registration and prior to the
     effective date of the registration statement filed in connection with such
     Registration, the Company shall determine for any reason not to Register
     such equity securities the Company may, at its election, give written
     notice of such determination to the Holders and thereupon the Company shall
     be relieved of its obligation to Register such Registrable Shares in
     connection with the Registration of such equity securities (but not from
     its obligation to pay Registration Expenses to the extent incurred in
     connection therewith as provided herein).

               (ii)      Underwriting.  If the Registration of which the Company
                         ------------
     gives notice is for a Registered public offering involving an underwriting,
     the Company shall so advise each of the Holders as a part of the written
     notice given pursuant to Section 5(a)(i)(A).  In such event, the right of
                              ------------------
     each of the Holders to Registration pursuant to this Section 5(a) shall be
                                                          ------------
     conditioned upon such Holders' participation in such underwriting and the
     inclusion of such Holders' Registrable Shares in the underwriting to the
     extent provided herein.  The Holders whose shares are to be included in
     such Registration shall (together with the Company and any other Person
     distributing their securities through such underwriting) enter into an
     underwriting agreement in customary form with the representative of the
     underwriter or underwriters selected for the underwriting by the Company or
     such other Persons, as the case may be.  Such underwriting agreement will
     contain such representations and warranties by the Company and such other
     terms and provisions as are customarily contained in underwriting
     agreements with respect to secondary distributions, including, without
     limitation, indemnities and contribution and customary lock-up periods
     required by the representative on terms no more onerous than to any other
     parties to the underwriting agreement.

          Notwithstanding any other provision of this Section 5(a), if the
                                                      ------------
          representative determines that marketing factors require a limitation
          on the number of shares to be underwritten, the Company shall so
          advise all holders of securities requesting Registration, and the
          number of shares of securities that are entitled to be included in the
          Registration and underwriting shall be allocated in the following
          manner:

               (A) for the period beginning on the date hereof and ending on the
               earlier of (x) February 16, 2003 and (y) the date that certain
               Registration Rights Agreement (the "Connell Registration Rights
                                                   ---------------------------
               Agreement"), dated as of February 16, 2001, by and between the
               ---------
               Company and Connell Limited Partnership ("Connell"), terminates
                                                         -------
               in accordance with its terms,

                    (1) if a Registration as initially proposed was solely a
                    primary registration, then the Company shall include in such
                    Registration the number of shares proposed to be registered
                    by Connell before

                                       10
<PAGE>

                    including the shares proposed to be included by the Company
                    for its own account, the Holders, and each other
                    securityholder of the Company (other than the Holders) that
                    on the date hereof has rights to piggyback registration upon
                    a Company Registration, such that the number of shares that
                    may be included in the Registration and underwriting by each
                    of the Company, the Holders, and such other securityholders
                    shall be reduced on a pro rata basis (based on the number of
                    shares requested to be registered by the Company, such
                    Holders or such other securityholders), by such minimum
                    shares as is necessary to comply with such limitation, and

                    (2) if such Registration as initially proposed was in whole
                    or in part a secondary registration, the number of shares
                    that may be included in the Registration and underwriting by
                    each of the Company, the Holders, each other securityholder
                    of the Company (other than the Holders) that on the date
                    hereof has rights to piggyback registration upon a Company
                    Registration and Connell shall be reduced, on a pro rata
                    basis (based on the number of shares requested to be
                    registered by the Company, such Holders, such other
                    securityholders or Connell), by such minimum shares as is
                    necessary to comply with such limitation;

               Notwithstanding the foregoing, if a registration is a demand
                    pursuant to the Warrant and Registration Rights Agreement
                    (the "US Registration Rights Agreement") of even date
                    herewith between the Company and the US Banks (as defined in
                    Section 5(k), the holders of warrants and warrant shares
                    pursuant to such agreement will be entitled to the priority
                    set forth in the demand registration provisions of such
                    agreement.

               Nothing in this Section 5(a)(ii)(A) is intended to limit or
                               -------------------
               restrict any priority or other rights under the Connell
               Registration Rights Agreement.

               (B) for the period beginning upon the termination of the Connell
               Registration Rights Agreement, the number of shares that may be
               included in the Registration and underwriting by each of the
               Company, the Holders and by each securityholder of the Company
               (other than the Holders) that on the date hereof has rights to
               piggyback registration upon a Company Registration shall be
               reduced, on a pro rata basis (based on the number of shares
               requested to be registered by the Company, such Holders or such


                                       11
<PAGE>

               other securityholders), by such minimum number of shares as is
               necessary to comply with such limitation.  Notwithstanding the
               foregoing, if a registration is a demand pursuant to the US
               Registration Rights Agreement, the holders of warrants and
               warrant shares pursuant to such agreement will be entitled to the
               priority set forth in the demand registration provisions of such
               agreement.

          If any of the Holders or any officer, director or stockholder of the
          Company other than a Holder disapproves of the terms of any such
          underwriting, he may elect to withdraw therefrom by prompt written
          notice to the Company and the underwriter.  Any Registrable Shares or
          other securities excluded or withdrawn from such underwriting shall be
          withdrawn from such Registration.

(a)  Demand Registration.  The Company will provide a list of the names,
     -------------------
addresses and number of Warrants held of all current Holders within ten (10)
days of a written request of any Holder for such information. On or after the
Commencement Date, the holders of the Warrants and Warrant Shares may require
the Company to effect the registration of Warrant Shares. The right to request
registration under this Section 5(b) may be exercised on one (1) seperate
                        ------------
occasion, only unless such request is withdrawn in accordance with the terms
hereof. The right granted hereunder is distinct and separate from any other
rights to request registration which have been granted to any other Person. A
request may be delivered prior to the Commencement Date; provided that the
registration statement does not have to be declared effective until after such
date. A shelf registration may be demanded pursuant to this Section 5(b). These
                                                            ------------
demand registration rights may only be exercised if the holders of a majority of
Warrant Shares (whether or not the Warrant Shares have been issued) (the
"Majority Holders") shall give notice to the Company to the effect that holders
 ----------------
of Warrants or Warrant Shares intend to (i) transfer all or any part of the
Warrant Shares or (ii) exercise all or any part of the Warrant and transfer all
or any part of the Warrant Shares under such circumstances that a public
distribution (within the meaning of the Securities Act) of the Warrant Shares
will be involved, then the Company (A) within ten (10) days after receipt of
such notice shall give written notice of the proposed registration pursuant to
this Section 5(b) to the other holders of Warrants and Warrant Shares and (B)
     ------------
within thirty (30) days after receipt of such notice from the Majority Holders,
shall file a registration statement pursuant to the Securities Act to the end
that all Warrant Shares the holders of which requested registration thereof
either pursuant to the original notice from the Majority Holders given pursuant
to this sentence or by written notice given to the Company during such 30-day
period, may be sold under the Securities Act as promptly as is practicable
thereafter. The Company shall use commercially reasonable efforts to cause any
such registration to become effective and to keep the prospectus included
therein current for ninety (90) days; provided, however, that such holders shall
                                      --------  -------
furnish the Company with such appropriate information as is required in
connection with such registration as the Company may reasonably request in
writing and that such holders shall comply with Section 8 of this Agreement.
                                                ---------

                                       12
<PAGE>

(b)
(c)  If the managing underwriter for any offering made pursuant to this Section
                                                                        -------
5(b) (who shall be selected by the Majority Holders, subject to the consent
----
of the Company, which shall not be unreasonably withheld) advises the Company in
writing that, in its opinion, the inclusion of all of the Warrant Shares
requested to be included in such registration by the holders of Warrants and
Warrant Shares would materially adversely affect the distribution of all such
securities, then there shall be included in such registration shares of the
holders of Warrants or Warrant Shares pro rata based on the number of shares
                                      --- ----
originally proposed to be registered by each holder of Warrants or Warrant
Shares and no other Common Shares shall be included in such registration. A
registration will not count as a demand registration under this Section 5(b)
                                                                ------------
until it has become effective and the holders of the Warrants or Warrant Shares
participating in the demand registration are able to register and sell at least
50% of the Warrant Shares originally requested to be included in such
registration. The Company agrees to enter into an underwriting agreement in
customary form with the managing underwriter. Such underwriting agreement will
contain such representations and warranties by the Company and such other terms
and provisions as are customarily contained in underwriting agreements with
respect to secondary distributions, including, without limitation, indemnities
and contribution.
(d)
(e)  Suspension Right.  Notwithstanding the provisions of Sections 5(a) and (b),
     ----------------                                     -------------     ---
if the Board of Directors of the Company determines in good faith that the
filing of a registration statement or any supplement or amendment thereto would
interfere with the negotiation or completion of a material transaction or event
being contemplated by the Company, the Company shall have the right to (the
"Suspension Right"), by notice to the Holders in accordance with Section 11(d),
 ----------------                                                -------------
defer the filing of a registration statement to effect the demand registration
or suspend the rights of the Holders to make sales pursuant to the demand
registration for such a period of time as the Board of Directors may determine;
provided that no such period of deferral or suspension may exceed 60
--------
consecutive days and that all such periods of deferral or suspension may not
exceed 120 days in the aggregate during any period of 12 consecutive months.
(f)
(g)  Notices.  The Company shall promptly notify the Holders of Registrable
     -------
Shares covered by the demand registration of the occurrence of the following
events:
(h)
     (i)            when the demand registration or post-effective amendment
     thereto filed with the Commission has become effective;

     (i)            the issuance by the Commission of any stop order suspending
     the effectiveness of the demand registration;

     (i)            the suspension of sales under the demand registration by the
     Company in accordance with Section 5(c) above;
                                ------------

                                       13
<PAGE>

     (i)            the Company's receipt of any notification of the suspension
     of the qualification of any Registrable Shares covered by the demand
     registration for sale in any jurisdiction; and

     (i)            the existence of any event, fact or circumstance that
     results in the registration statement evidencing the demand registration or
     prospectus relating to Registrable Shares or any document incorporated
     therein by reference containing an untrue statement of material fact or
     omitting to state a material fact required to be stated therein or
     necessary to make the statements therein not misleading during the
     distribution of securities.

The Company agrees to use commercially reasonable efforts to obtain the
withdrawal of any order suspending the effectiveness of any such registration
statement or any state qualification at the earliest possible moment.

(a)  Registration Statement; Amendments and Supplements.  The Company shall
     --------------------------------------------------
provide to the Holders of Registrable Shares covered by a registration, at no
cost to such Holders, such reasonable number of copies as each Holder may
request of the related registration statement and any amendment thereto used to
effect the Registration of the Registrable Shares, each prospectus contained in
such registration statement or post-effective amendment and any amendment or
supplement thereto and such other documents as the requesting Holders may
reasonably request in order to facilitate the disposition of the Registrable
Shares covered by such registration statement. The Company consents to the use
of each such prospectus and any supplement thereto by the Holders in connection
with the offering and sale of the Registrable Shares covered by such
registration statement or any amendment thereto. The Company shall also file a
sufficient number of copies of the prospectus and any post-effective amendment
or supplement thereto with NYSE (or, if the Common Shares are no longer listed
thereon, with such other securities exchange or market on which the Common
Shares are then listed) so as to enable the Holders to have the benefits of the
prospectus delivery provisions of Rule 153 under the Securities Act, if
applicable.
(b)
(c)  State Securities Laws.  The Company agrees to use commercially reasonable
     ---------------------
efforts to cause the Registrable Shares covered by a registration statement to
be registered with or approved by such state or Bermuda securities authorities
as may be necessary to enable the Holders to consummate the disposition of such
shares pursuant to the plan of distribution set forth in the registration
statement; provided, however, that the Company shall not be obligated to take
           --------  -------
any action to effect any such Registration, qualification or compliance pursuant
to this Section 5 in any particular jurisdiction in which the Company would be
        ---------
required to (i) execute a general consent to service of process in effecting
such Registration, qualification or compliance unless the Company is already
subject to service in such jurisdiction or to (ii) file a tax return.
(d)

                                       14
<PAGE>

(e)  Remediation of Misstatements or Omissions.  Subject to the Company's
     -----------------------------------------
Suspension Right, if any event, fact or circumstance requiring an amendment to a
registration statement relating to the Registrable Shares or supplement to a
prospectus relating to the Registrable Shares shall exist, immediately upon
becoming aware thereof the Company agrees to notify the Holders and prepare and
furnish to the Holders a post-effective amendment to the registration statement
or supplement to the prospectus or any document incorporated therein by
reference or file any other required document so that, as thereafter delivered
to the purchasers of the Registrable Shares, the prospectus will not contain an
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein not misleading.
(f)
(g)  Listing on Exchange.  The Company agrees to use commercially reasonable
     -------------------
efforts (including the payment of any listing fees) to obtain the listings of
all Registrable Shares covered by the registration statement on each securities
exchange on which securities of the same class are then listed.
(h)
(i)  Compliance with Securities Laws.  The Company agrees to use commercially
     -------------------------------
reasonable best efforts to comply with the Securities Act and the Exchange Act
in connection with the offer and sale of Registrable Shares pursuant to a
registration statement, and, as soon as reasonably practicable following the end
of any fiscal year during which a registration statement effecting a
Registration of the Registrable Shares shall have been effective, to make
available to its security holders an earnings statement satisfying the
provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.
(j)
(k)  Share Certificates.  The Company agrees to: (x) cooperate with the selling
     ------------------
Holders to facilitate the timely preparation and delivery of certificates
representing Registrable Shares to be sold pursuant to a Registration and not
bearing any Securities Act legend; and (y) enable certificates for such
Registrable Shares to be issued for such numbers of shares and registered in
such names as the Holders may reasonably request at least two business days
prior to any sale of Registrable Shares. Each Holder requesting delivery of
certificates not bearing any Securities Act legend shall provide appropriate
representations to the Company of such Holder's intent to comply with all
conditions necessary for sale pursuant to a Registration, including prospectus
delivery requirements.
(l)
(m)  Other Registration Rights.  Prior to the date hereof, the Company issued
     -------------------------
certain registration rights pursuant to the Connell Registration Rights
Agreement and pursuant to the Company Rights Plan. The Company agrees not to
grant registration rights to any other holder of Common Shares or securities
exercisable or convertible into common shares without the written consent of the
holders of Warrants and Warrant Shares representing 60% of the Warrant Shares
issuable hereunder, excluding any Warrant Shares sold to the public pursuant to
an effective registration statement or Rule 144 under the Securities Act, except
that

                                       15
<PAGE>

(n)
     (i)       the Company may grant registration rights pursuant to a Warrant
     and Registration Rights Agreement of even date herewith in accordance with
     the US Amended and Restated Multicurrency Credit Agreement by and among the
     Company and Bank of America, National Association, Bank One, NA, BNP
     Paribas, Credit Lyonnais, First Union National Bank, Firstar Bank, N.A.,
     Fleet National Bank, LaSalle Bank National Association, M&I Marshall &
     Ilsley Bank, Societe Generale, Sumitomo Mitsui Banking Corporation, The
     Bank of New York, The Bank of Tokyo Mitsubishi, Ltd., The Chase Manhattan
     Bank, The Dai-Ichi Kang Yo Bank, Ltd., The Fijubank, Limited, The
     Mitsubishi Trust & Banking Corporation, The Royal Bank of Scotland PLC,
     U.S. Bank National Association, Wachovia Bank, N.A. (collectively, the "US
                                                                             --
     Banks"); provided that such rights do not conflict with the cutback
     -----    --------
     prorations and demand registration provisions set forth in this Section 5;
                                                                     ---------
     and

     (i)       the Company may grant piggyback registration rights on a Company
     registration (but not on a demand registration pursuant to Section 5(b)) to
                                                                ------------
     any other party as long as such party may only participate in a
     registration to the extent that all Registrable Shares requested to be
     included by the Holders are included.

1.   Section Expenses of Registration.  The Company shall pay all Registration
             ------------------------
Expenses incurred in connection with the registration, qualification or
compliance pursuant to Section 5 hereof. All Selling Expenses incurred in
                       ---------
connection with the offer and sale of Registrable Shares by any of the Holders
shall be borne by the Holder offering or selling such Registrable Shares.
2.
3.   Section Indemnification.
             ---------------
4.
(a)  The Company will indemnify each Holder, each Holder's officers and
directors, each person controlling such Holder within the meaning of Section 15
of the Securities Act and each underwriter, if any, of the Company's securities
covered by any Registration hereunder against all expenses, claims, losses,
damages and liabilities (including reasonable legal fees and expenses), arising
out of or based on any untrue statement (or alleged untrue statement) of a
material fact contained in any registration statement or prospectus relating to
the Registrable Shares, or any amendment or supplement thereto, or based on any
omission (or alleged omission) to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading;
provided, however, the Company will not be liable in any such case to the extent
--------  -------
that any such claim, loss, damage, liability or expense arises out of or is
based on any untrue statement or omission or alleged untrue statement or
omission, made in reliance upon and in conformity with information furnished in
writing to the Company by such Holder or underwriter for inclusion therein.

                                       16
<PAGE>

(a)  Each Holder will indemnify the Company, each of its directors and each of
its officers who signs the registration statement and each person who controls
the Company within the meaning of Section 15 of the Securities Act against all
claims, losses, damages and liabilities (including reasonable legal fees and
expenses) arising out of or based on any untrue statement (or alleged untrue
statement) of a material fact contained in any such registration statement or
prospectus, or any amendment or supplement thereto, or based on any omission (or
alleged omission) to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement (or alleged untrue
statement) or omission (or alleged omission) is made in such registration
statement or prospectus in reliance upon and in conformity with information
furnished in writing to the Company by such Holder for inclusion therein and
provided further that such indemnification shall be limited to the amount of
proceeds such Holder received from the sale of Common Shares pursuant to such
registration.
(b)
(c)  Each party entitled to indemnification under this Section 7 (the
                                                       ---------
"Indemnified Party") shall give notice to the party required to provide
 -----------------
indemnification (the "Indemnifying Party") promptly after such Indemnified
                      ------------------
Party has actual knowledge of any claim as to which indemnity may be sought, but
the omission to so notify the Indemnifying Party shall not relieve it from any
liability which it may have to the Indemnified Party pursuant to the provisions
of this Section 7 except to the extent of the actual damages suffered by such
        ---------
delay in notification. The Indemnifying Party shall assume the defense of such
action, including the employment of counsel to be chosen by the Indemnifying
Party, which counsel must be reasonably satisfactory to the Indemnified Party,
and payment of reasonable expenses. The Indemnified Party shall have the right
to employ its own counsel in any such case, but the reasonable legal fees and
expenses of such counsel shall be at the expense of the Indemnified Party,
unless the employment of such counsel shall have been authorized in writing by
the Indemnifying Party in connection with the defense of such action, or the
Indemnifying Party shall not have employed counsel to take charge of the defense
of such action, or the Indemnified Party shall have reasonably concluded that
there may be defenses available to it or them which are different from or
additional to those available to the Indemnifying Party (in which case the
Indemnifying Party shall not have the right to direct the defense of such action
on behalf of the Indemnified Party), in any of which events such reasonable fees
and expenses shall be borne by the Indemnifying Party. No Indemnifying Party, in
the defense of any such claim or litigation, shall, except with the consent of
each Indemnified Party, consent to entry of any judgment or enter into any
settlement which does not include as an unconditional term thereof the giving by
the claimant or plaintiff to such Indemnified Party of a release from all
liability in respect to such claim or litigation.
(d)
(e)  If the indemnification provided for in this Section 7 is unavailable to a
                                                 ---------
party that would have been an Indemnified Party under this Section 7 in respect
                                                           ---------
of any expenses, claims, losses, damages and liabilities referred to herein,
then each party that would have been an Indemnifying Party hereunder shall, in
lieu of indemnifying such Indemnified Party, contribute to the amount

                                       17
<PAGE>

paid or payable by such Indemnified Party as a result of such expenses, claims,
losses, damages and liabilities in such proportion as is appropriate to reflect
the relative fault of the Indemnifying Party on the one hand and such
Indemnified Party on the other in connection with the statement or omission
which resulted in such expenses, claims, losses, damages and liabilities, as
well as any other relevant equitable considerations. The relative fault shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Indemnifying Party or
such Indemnified Party and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The Company and each holder of Registrable Shares agrees that it would not be
just and equitable if contribution pursuant to this Section were determined by
pro rata allocation or by any other method of allocation which does not take
account of the equitable considerations referred to above in this Section 7(d).
                                                                  ------------
(f)
(g)  No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation.
(h)
(i)  In no event shall any Holder be liable for any expenses, claims, losses,
damages or liabilities pursuant to this Section 7 in excess of the net proceeds
                                        ---------
to such Holder of any Registrable Shares sold by such Holder.
(j)
2.   Section Obligations of Holders.  It shall be a condition precedent to
             ----------------------
the obligations of the Company to take any action pursuant to Section 5 that
each Holder shall:
3.
4.   (a)  cooperate with the Company, its counsel, advisors and other
representatives, and comply with all applicable provisions of law (including,
without limitation, the prospectus delivery requirements of the Securities Act
and Rule 10b-5 and Regulation M under the Exchange Act) in connection with any
registration effected pursuant to the provisions of this Agreement;
5.
6.   (b)  promptly provide to the Company, in writing, such information as
the Company or its counsel deems necessary for inclusion in the registration
statement, which information, when given, shall be true and correct in all
material respects and shall not omit any information necessary to make the
information furnished not misleading;
7.
8.   (c)  execute all questionnaires, powers of attorney or other documents
as the Company may reasonably request;
9.
10.  (d)  discontinue sales of Registrable Securities upon notification of
any stop order or suspension of the effectiveness of the registration statement;

                                       18
<PAGE>

11.
12.  (e)  notify the Company immediately upon any material change in the plan of
distribution or other information concerning such Holder described in the
prospectus;

13.
14.  (f)  discontinue sales of Registrable Securities and use of the related
prospectus following notification by the Company that the registration statement
must be amended or supplemented.  The Company shall promptly file such amendment
or supplement;

15.
16.  (g)  not use any prospectus other than the most recent prospectus
reasonably known to such Holder related to the registration statement; and

17.
18.  (h)  upon presentation of a stock certificate representing Registrable
Securities sold in such registration, certify that the sale was made in
accordance with the terms hereof and the plan of distribution described in the
prospectus relating thereto.

19.
20. If any Holder fails to provide the Company with such information within ten
(10) days of the Company's request, the Company's obligations under Section 5
                                                                    ---------
hereof with respect to such Holder or the Registrable Shares owned by such
Holder shall be suspended until such Holder provides such information, provided,
                                                                       --------
however, that if a Holder provides any such information too late to be
-------
reasonably included in such Registration, the Company's obligations under
Section 5 with respect to such Holder or the Registrable Shares owned by such
---------
Holder shall be terminated with respect to such Registration.

21.
22.  Section Rule 144 Sales.
             --------------

23.
(a)  The Company covenants that it will file any and all reports required to be
filed by the Company under the Exchange Act so as to enable any Holder to sell
Registrable Shares pursuant to Rule 144 under the Securities Act.

(a)  In connection with any sale, transfer or other disposition by any Holder of
any Registrable Shares pursuant to Rule 144 under the Securities Act, the
Company shall cooperate with such Holder to facilitate the timely preparation
and delivery of certificates representing Registrable Shares to be sold and not
bearing any Securities Act legend, if deemed appropriate, and enable
certificates for such Registrable Shares to be for such number of shares and
registered in such names as the selling Holder may reasonably request, provided
that such request is made at least two business days prior to any sale of
Registrable Shares.
(b)

2.   Section Warrant Reduction.   The number of Warrant Shares issuable under
             -----------------
the Warrants shall be reduced by half if the Administrative Agent under the
Credit Facilities and the US Amended and Restated Multicurrency Credit Agreement
of the US Banks certify that the combined commitments under the Credit
Facilities and the US Amended and Restated

                                       19
<PAGE>

Multicurrency Credit Agreement is reduced by $320 million by August 30, 2002.
Such certification shall be filed with the Secretary of the Company by the close
of business Bermuda time on August 30, 2002, with copies sent to all Holders as
soon as practicable thereafter. Upon the receipt of such certification by the
Secretary of the Company, each Warrant Certificate shall automatically represent
one-half of the Warrants indicated on the first page of the Warrant Certificate
(as adjusted from time to time as provided therein). Upon notification to the
Holders that a reduction has occurred and upon the filing of such certification,
no further action is required to effect the reduction. In the event a reduction
is effected in accordance herewith, upon the request of any Holder and the
surrender of such Holder's Warrant Certificate, the Company shall prepare and
deliver a new Warrant Certificate reflecting the reduced number of Warrants.

3.
4.   Section Miscellaneous.
             -------------
5.
(a)  Governing Law.  This Agreement shall be governed in all respects by the
     -------------
internal laws of the State of Illinois.

(b)
(c)  Entire Agreement.  This Agreement constitutes the full and entire
     ----------------
understanding and agreement between the parties with regard to the subject
matter hereof.

(d)
(e)  Amendment.  No supplement, modification, waiver or termination of this
     ---------
Agreement (including without limitation any amendment or modification of any
defined term used herein which is defined in any other agreement or instrument
referred to herein) shall be binding unless agreed to in writing by the Company
and the holders of Warrants and Warrant Shares representing 60% of the Warrant
Shares issuable hereunder, excluding any Warrant Shares sold to the public
pursuant to an effective registration statement or Rule 144 under the Securities
Act.
(f)
(i)  Notices, etc.  Each notice, demand, request, request for approval, consent,
     -------------
approval, disapproval, designation or other communication (each of the foregoing
being referred to herein as a notice) required or desired to be given or made
under this Agreement shall be in writing (except as otherwise provided in this
Agreement), and shall be effective and deemed to have been received when
delivered in person, when sent by fax with receipt acknowledged, five (5) days
after having been mailed by certified or registered United States mail (mailed
within the United States), postage prepaid, return receipt requested, or the
next business day after having been sent by an internationally recognized
overnight mail or courier service, receipt requested. Notices shall be addressed
as follows: (x) if to any Holder, at such address or fax number as such Holder
shall have furnished the Company in writing (or, if such Holder is a Lender, at
such Holder's address set forth in the Credit Facilities), or (y) if to the
Company, at the address or fax number of its principal executive offices set
forth below its signature hereon or at such other address or fax number as the
Company shall have furnished to the Investors. Any notice or other communication
required to be given hereunder to a Holder in connection with a registration may
instead be given to the designated representative of such Holder.

                                       20
<PAGE>

(ii)
(e)  Counterparts.  This Agreement may be executed in any number of
     ------------
counterparts, each of which may be executed by fewer than all of the parties
hereto, each of which shall be enforceable against the parties actually
executing such counterparts, and all of which together shall constitute one
instrument.
(h)
(i)  Severability.  In the event that any provision of this Agreement becomes
     ------------
or is declared by a court of competent jurisdiction to be illegal, unenforceable
or void, this Agreement shall continue in full force and effect without said
provision.
(j)
(k)  Captions.  Captions are for descriptive purposes only and shall not control
     --------
or alter the meaning of this Agreement as set forth in the text.
(l)
(m)  Successors and Assigns.  This Agreement shall be binding upon the parties
     ----------------------
hereto and their respective successors and assigns. Whether or not any express
assignment has been made in this Agreement, the provisions of this Agreement
that are for the Lenders as holders of Registrable Shares are also for the
benefit of, and shall be enforceable by, all subsequent holders of Registrable
Shares.
(n)
(o)  Remedies.  The Company and the Investors acknowledge that there would be no
     --------
adequate remedy at law if any Person fails to perform any of its obligations
hereunder, and accordingly agree that the Company and each Holder, in addition
to any other remedy to which it may be entitled at law or in equity, shall be
entitled to compel specific performance of the obligations of another party
under this Agreement in accordance with the terms and conditions of this
Agreement in any court of the United States or any State thereof having
jurisdiction.
(p)
(q)  Attorneys' Fees.  If the Company or any Holder brings an action to enforce
     ---------------
its rights under this Agreement, the prevailing party in the action shall be
entitled to recover its costs and expenses, including, without limitation,
reasonable attorneys' fees and expenses, incurred in connection with such
action, including any appeal of such action.
(r)
(s)  No Inconsistent Agreements.  The Company will not hereafter enter into any
      --------------------------
agreement with respect to its securities which is inconsistent with the rights
granted to the Holders of Registrable Shares in this Agreement.
(t)
(u)  Survival of Representations and Warranties.  All representations and
     ------------------------------------------
warranties contained herein shall survive the execution and delivery of this
Agreement and any transfer of any Warrant or Common Shares issued upon exercise
thereof.
(v)
(w)  Credit Facilities and Warrant Certificates.  Nothing in this Agreement or
     ------------------------------------------
Exhibit A is intended to permit any action or event which is prohibited by the
Credit Facilities or by the

                                       21
<PAGE>

Warrant Certificates, as long as the Credit Facilities or the Warrant
Certificates, respectively, remain in effect.
(x)
          IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.

                                 COMPANY:

                                 APW LTD.

                                        By: ___________________________________
                                       Its: ___________________________________
                                 Attention:
                                 Facsimile:


                                       22
<PAGE>

                                                             LENDER:

                                           THE ROYAL BANK OF SCOTLAND PLC,



                                               By:______________________________
                                               Name:
                                               Title: __________________________
                                           Attention:

                                               Facsimile:
<PAGE>

                                 Schedule 3(d)
                         List Of APW Ltd. Options Plan

<TABLE>
<CAPTION>
                                               Amount Outstanding   Number of Securities with a
           Name                                as of May 15, 2001*  Below Warrant Exercise Price
           ----                                -------------------  ----------------------------
<S>                                            <C>                  <C>
APW Ltd. 2000 Stock Option Plan                       3,565,120                  42,871
APW Ltd. 2001 Stock Option Plan                       1,073,350
APW Ltd. Outside Director Stock Option Plan              24,000
APW Ltd. Deferred Stock Plan (For 3                     562,447                 562,447
participants)
</TABLE>


          APW Ltd. also has an employee stock purchase plan allowing employees
to purchase shares of Common Stock at a discount.


*  After consideration of cancellations and surrenders.
<PAGE>

                                   EXHIBIT A

                              WARRANT CERTIFICATE
<PAGE>

                                   EXHIBIT B


            Investor                    Number of Shares
            --------                    ----------------


THE ROYAL BANK OF SCOTLAND PLC               298,482
<PAGE>

                                                                       EXHIBIT A

          THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT").
                                                              --------------
SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE
SECURITIES ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE AND AN
OPINION OF COUNSEL WITH RESPECT TO SUCH EXEMPTION IS PROVIDED TO THE EXTENT
REQUIRED IN A CERTAIN WARRANT AND REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY
15, 2001, ENTERED INTO AMONG THE COMPANY AND CERTAIN HOLDERS OF SECURITIES OF
THE COMPANY.

          THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE
TERMS AND PROVISIONS OF A CERTAIN WARRANT AND REGISTRATION RIGHTS AGREEMENT
DATED AS OF MAY 15, 2001, ENTERED INTO AMONG THE COMPANY AND THE HOLDERS OF
SECURITIES OF THE COMPANY, A COPY OF WHICH IS ON FILE AT THE COMPANY'S PRINCIPAL
OFFICES.  UPON WRITTEN REQUEST TO THE COMPANY'S SECRETARY, A COPY OF SUCH
AGREEMENT WILL BE PROVIDED WITHOUT CHARGE TO APPROPRIATELY INTERESTED PERSONS.


                                   APW LTD.


                              WARRANT CERTIFICATE


                           Dated as of May 15, 2001


                      Warrants to Purchase Common Shares
                      ----------------------------------

                                       27
<PAGE>

          APW Ltd., a Bermuda company (the "Company"), hereby certifies that,
                                            -------
for value received, _____________, or registered assigns (the "Holder"), is the
                                                               ------
registered owner of ____________ Warrants (as adjusted from time to time as
provided herein, the "Warrants"), each of which will entitle the registered
                      --------
owner thereof to purchase one share, as adjusted from time to time as provided
herein (each such share being a "Warrant Share" and all such shares being the
                                 -------------
"Warrant Shares"), of the common shares, par value $0.01 per share, of the
---------------
Company, including the related preferred stock purchase rights associated with
each of the common shares (the "Common Shares"), at the exercise price of
                                -------------
U.S.$8.40 per share (as adjusted from time to time as provided herein, the

"Exercise Price") during the period (the "Exercise Period") from and after
---------------                           ---------------
September 1, 2002 (subject to acceleration as provided in Section 3(f)) (such
                                                          ------------
date, the "Commencement Date") until May 15, 2006, all subject to the following
           -----------------
terms and conditions.  Certain capitalized terms are defined in Section 11
                                                                ----------
hereof.

1.    SECTION

 Registration. The Company shall register each Warrant upon records to be
 ------------
maintained by the Company for that purpose in the name of the record holder of
such Warrant from time to time. The Company may deem and treat the registered
holder of each Warrant as the absolute owner thereof for the purpose of any
exercise thereof, any distribution to the holder thereof and for all other
purposes.
2.
3.    SECTION
 Transfers and Exchanges of Warrants and Warrant Shares.
 ------------------------------------------------------
4.
(a)   Registration of Transfers and Exchanges.  The Company shall register the
      ---------------------------------------
transfer of any Warrants upon records to be maintained by the Company for that
purpose upon surrender of this Warrant Certificate, with the Form of Assignment
attached hereto appropriately completed and duly signed, to the Company at the
office specified in or pursuant to Section 3(c). Upon any such registration of
                                   ------------
transfer and compliance with such terms of transfer, a new Warrant Certificate,
in substantially the form of this Warrant Certificate, evidencing the Warrants
so transferred shall be issued to the transferee and a new Warrant Certificate,
in similar form, evidencing the remaining Warrants not so transferred, if any,
shall be issued to the then registered holder thereof.
(b)
(c)   Warrants Exchangeable for Different Denominations.  This Warrant
      -------------------------------------------------
Certificate is exchangeable, upon the surrender hereof by the holder hereof at
the office of the Company specified in or pursuant to Section 3(c), for new
                                                      ------------
Warrant Certificates, in substantially the form of this Warrant Certificate,
evidencing in the aggregate the right to purchase the number of
<PAGE>

Warrant Shares which may then be purchased hereunder, each of such new Warrant
Certificates to be dated the date of such exchange and to represent the right to
purchase such number of Warrant Shares as shall be designated by said holder
hereof at the time of such surrender.
(d)
5.    SECTION
 Duration and Exercise of Warrants.
 ---------------------------------
6.
(a)   Warrants shall be exercisable by the registered holder thereof on any
business day during the Exercise Period.
(b)
(c)   Subject to the provisions of this Warrant Certificate, including
adjustments to the number of Warrant Shares issuable on the exercise of each
Warrant and to the Exercise Price pursuant to Section 7, the holder of each
                                              ---------
Warrant during the Exercise Period shall have the right to purchase from the
Company (and the Company shall be obligated to issue and sell to such holder of
a Warrant) at the Exercise Price one fully paid Warrant Share which is non-
assessable.
(d)
(e)   Subject to Sections 4, 8 and 10, upon surrender of this Warrant
                 ----------  -     --
Certificate, with the Form of Election to Purchase attached hereto duly filled
in and signed, to the Company at its office at P.O. Box 325, Milwaukee, WI
53201, Attention: Chief Financial Officer, with a copy to & Brady LLP, 411 East
Wisconsin Avenue, Milwaukee, WI 53202-4497, Attn: Anthony W. Asmuth, or at such
other address as the Company may specify in writing to the then registered
holder of the Warrants, and upon either (i) payment of the Exercise Price
multiplied by the number of Warrant Shares then issuable upon exercise of the
Warrants being exercised in lawful money of the United States of America or (ii)
notice by the registered Holder of this Warrant Certificate of its election to
exercise the Warrants evidenced by this Warrant Certificate on a cashless basis
in the manner described in subsection (d) of this Section 3, all as specified by
                           --------------         ---------
the Holder of this Warrant Certificate in the Form of Election to Purchase, the
Company shall promptly issue and cause to be delivered to or upon the written
order of the registered Holder of such Warrants, and in such name or names as
such registered Holder may designate, one or more certificates for the Warrant
Shares issued upon such exercise of such Warrants. Any Person so designated to
be named therein shall be deemed to have become Holder of record of such Warrant
Shares as of the Date of Exercise of such Warrants.
(f)
<PAGE>

(g)  The "Date of Exercise" of any Warrant means the date on which the Company
          ----------------
shall have received (i) this Warrant Certificate, with the Form of Election to
Purchase attached hereto appropriately completed and duly signed, and (ii)
unless the Holder of this Warrant Certificate makes the election described in
subsection (d) of this Section 3, payment of the Exercise Price for such
--------------         ---------
Warrant.
(h)
(i)  In lieu of paying the Exercise Price upon exercise of the Warrants, the
Holder of this Warrant Certificate may elect to receive a number of Warrant
Shares whose aggregate Market Price as of the Date of Exercise is equal to the
fair value of this Warrant Certificate (or the portion hereof evidencing the
number of Warrants then being exercised) on such date, in which event the
Company shall issue to the Holder of this Warrant Certificate, upon receipt of
notice of such election, a number of Warrant Shares equal to (i) the number of
Warrant Shares that would otherwise be issuable upon payment of the Exercise
Price of the Warrants then being exercised minus (ii) the number of Common
Shares having an aggregate Market Price equal to the product obtained by
multiplying the Exercise Price by the number of Warrant Shares otherwise
issuable upon payment of the Exercise Price of the Warrants then being
exercised.
(j)
(k)  The Warrants evidenced by this Warrant Certificate shall be exercisable,
either as an entirety or, from time to time, for part only of the number of
Warrants evidenced by this Warrant Certificate. If less than all of the Warrants
evidenced by this Warrant Certificate are exercised at any time, the Company
shall issue, at its expense, a new Warrant Certificate, in substantially the
form of this Warrant Certificate, for the remaining number of Warrants evidenced
by this Warrant Certificate.
(l)
(m)  Subject to the terms of Section 7(j), the beginning of the Exercise Period
                             ------------
shall be accelerated to permit the Holder of this Warrant Certificate to
exercise this Warrant immediately (i) prior to the consummation of an Organic
Change (as defined in Section 7(d)); (ii) upon the occurrence of an event which
                      ------------
with the passage of time would result in the occurrence of a Separation Date (as
defined in the Company Rights Plan) under the Company Rights Plan (as defined
hereunder) or (iii) subsequent to a Refinancing Event. A "Refinancing Event"
                                                          -----------------
shall be deemed to have occurred when the Company refinances or repays all the
Obligations (as defined in the Credit Facilities) under the Credit Facilities
such that the Termination Date (as defined in the Credit Facilities) shall have
occurred under the Credit Facilities. No Holder shall be required to provide any
representation (other than as to its title to this Warrant or the Warrant
Shares), covenants or indemnification in connection with an Organic Change, a
Separation Date or a
<PAGE>

Refinancing Date, provided, however that a Holder may be required to complete a
                  --------  -------
customary letter of transmittal or other comparable document which is sent to
all other public shareholders of the Company. If a Warrant is exercised prior to
September 1, 2002 pursuant to an acceleration under subsection 3(f)(ii), any
                                                    -------------------
Holder who exercises such Warrant must either (x) agree not to transfer one -
half of the Warrant Shares issuable to such Holder upon such exercise to a non-
Affiliate prior to September 1, 2002 or (y) agree to repay to the Company, in
the event that a warrant reduction pursuant to Section 10 of the Warrant and
Registration Rights Agreement occurs, one-half of the net proceeds, without
interest, which such Holder received in connection with such transfer.
(n)
7.    SECTION

 Payment of Taxes. Subject to applicable law, the Company will pay all transfer
 ----------------
and stock issuance taxes attributable to the issuance of the Warrants and the
Warrant Shares; provided, however, that the Company shall not be required to pay
any tax in respect of the transfer of Warrants.
8.
9.    SECTION
 Mutilated or Missing Warrant Certificate. If this Warrant Certificate shall be
 ----------------------------------------
mutilated, lost, stolen or destroyed, the Company will, upon request by the
registered Holder of this Warrant Certificate, issue, in exchange for and upon
cancellation of the mutilated Warrant Certificate, or in substitution for the
lost, stolen or destroyed Warrant Certificate, a new Warrant Certificate, in
substantially the form of this Warrant Certificate, of like tenor and
representing the equivalent number of Warrants, but, in the case of loss, theft
or destruction, only upon receipt of evidence satisfactory to the Company of
such loss, theft or destruction of this Warrant Certificate and, if requested by
the Company, a written agreement of indemnity from the Holder satisfactory to
the Company or a lost certificate bond.
10.
11.   SECTION
 Reservation, Listing and Issuance of Warrant Shares.
 ---------------------------------------------------
12.
(a)   The Company will at all times have authorized, and reserve and keep
available, free from preemptive rights, for the purpose of enabling it to
satisfy any obligation to issue Warrant Shares upon the exercise of the
Warrants, the number of shares of Warrant Shares issuable upon exercise of the
Warrants.
(b)
(c)   Before taking any action which could cause an adjustment pursuant to
Section 7 reducing the Exercise Price below the then par value (if any) of the
---------
Warrant Shares, the Company will take any corporate action which may be
necessary in order that the Company may
<PAGE>

validly and legally issue at the Exercise Price as so adjusted Warrant Shares
that are fully paid and non-assessable.

(d)  The Company covenants that all Warrant Shares will, upon issuance in
accordance with the terms of this Warrant Certificate, be (i) duly authorized,
fully paid and non-assessable, and (ii) free from all taxes with respect to the
issuance thereof and from all adverse claims, liens, charges and security
interests created by the Company.

13.  SECTION

Adjustments of Price and Number of Warrant Shares.
-------------------------------------------------
14.

(a)  Adjustment
     ----------
of Number of Warrant Shares Issuable. Upon each adjustment of
------------------------------------
the Exercise Price pursuant to this Section 7, the Holder of a Warrant shall be
                                    ---------
entitled to purchase, at the Exercise Price in effect after such adjustment, a
number of Warrant Shares equal to the amount obtained by multiplying the
Exercise Price in effect immediately prior to such adjustment by the number of
Warrant Shares issuable upon exercise of such Warrant immediately prior to such
adjustment and dividing the product thereof by the Exercise Price resulting from
such adjustment.
(b)
(c)  Subdivision
     -----------
or Combination of Stock. If the Company shall at any time
-----------------------
subdivide (whether by stock split, stock dividend, recapitalization or
otherwise) the outstanding Common Shares into a greater number of shares or pay
a dividend or make a distribution to holders of Common Shares in the form of
Common Shares, the Exercise Price in effect immediately prior to such
subdivision, payment or distribution shall be proportionately reduced;
conversely, if the outstanding Common Shares shall be combined into a smaller
number of shares (whether by reverse Shares split or otherwise), the Exercise
Price in effect immediately prior to such combination shall be proportionately
increased.
(c)
(e)  Dividends
     ---------
and Rights Offerings.
--------------------
(f)
     (i)  If the Company shall pay a dividend or distribution (including,
without limitation, a distribution in
<PAGE>

the form of securities of the Company) upon the Common Shares, regardless of
whether the Warrants are otherwise then exercisable, the Company shall pay to
the holder of this Warrant Certificate, in respect of each Warrant Share
issuable upon exercise of the Warrants evidenced hereby, an amount equal, in the
case of a dividend in cash, to the amount per Common Share so payable or, in the
case of any other dividend, to the fair value per Common Share of the property
so payable, as determined, reasonably and in good faith, by the board of
<PAGE>

directors of the Company.


     (ii)  If the Company shall effect an offering of Common Shares or other
stock pro rata among its stockholders or members, each Holder shall be entitled,
at such Holder's option, regardless of whether the Warrants are otherwise then
exercisable, to elect to participate in each and every such offering as though
its Warrants had been exercised and such Holder were, at the time of any such
rights offering, then a holder of that number of Common Shares to which such
Holder is then entitled on the exercise of its Warrant.

(a)  Adjustments for
     ---------------
Consolidation, Amalgamation, Merger, Sale of Assets,
----------------------------------------------------
Reorganization, etc. Subject to the terms of Section 7(j), if the Company (i)
-------------------                          ------------
consolidates with, amalgamates with or merges into any other entity and is not
the continuing or surviving corporation of such consolidation , amalgamation or
merger, or (ii) permits any other entity to consolidate with, amalgamate with or
merge into the Company and the Company is the continuing or surviving
corporation but, in connection with such consolidation, amalgamation or merger,
the Common Shares are changed into or exchanged for stock or other securities of
any other corporation or cash or any other assets, or (iii) transfers all or
substantially all of its properties and assets to any other entity, or (iv)
effects a recapitalization, capital reorganization or reclassification of the
capital stock of the Company in such a way that holders of Common Shares shall
be entitled to receive stock, securities, cash or assets with respect to or in
exchange for Common Shares (each of the transactions referred to in the
foregoing clauses (i) through (iv) being an "Organic Change"), then, and in each
          -----------         ----           --------------
such case, proper provision shall be made in form and substance satisfactory to
the Holders of Warrants and Warrant Shares representing 60% of the Warrant
Shares issuable under the Warrant and Registration Agreement, excluding any
Warrant
<PAGE>

Shares sold to the public pursuant to an effective registration statement or
Rule 144 under the Securities Act, so that, upon the basis and upon the terms
and in the manner provided in this subsection (d), the holder of this Warrant
                                   --------------
Certificate, upon the exercise of each Warrant at any time after the
consummation of such Organic Change, shall be entitled to receive (at the
aggregate Exercise Price in effect for all Warrant Shares issuable upon such
exercise immediately prior to such consummation as adjusted to the time of such
transaction), in lieu of Common Shares issuable upon such exercise prior to such
consummation, the stock and other securities, cash and assets to which such
holder would have been entitled upon such consummation if such holder had so
exercised such Warrant immediately prior thereto (subject to adjustments
subsequent to such corporate action as nearly equivalent as possible to the
adjustments provided for in this Section 7).
                                 ---------

(b)
(c)  Notice of Adjustment.
     --------------------
Upon any adjustment of any Exercise Price, then and in each such case the
Company shall promptly deliver a notice to the registered holder of the
Warrants, which notice shall state the Exercise Price resulting from such
adjustment and the increase or decrease, if any, in the number of shares
purchasable at such price upon the exercise of each Warrant, setting forth in
reasonable detail the method of calculation and the facts upon which such
calculation is based.

(a)  Other Notices.  In case
     -------------
at any time:

     (i)   the Company shall declare any cash dividend on its Common Shares;

     (ii)  the Company shall pay any dividend payable in stock upon its Common
           Shares or make any distribution (other than regular cash dividends)
           to the holders of its Common Shares;

     (iii) the Company shall offer for subscription pro rata to the holders of
           its Common Shares any additional shares of stock of any class or
           other rights;
<PAGE>

     (iv)   the Company shall authorize the distribution to all holders of its
            Common Shares of evidence of its indebtedness or assets (other than
            cash dividends or cash distributions payable out of earnings or
            earned surplus or dividends payable in Common Shares);

     (v)    there shall be any Organic Change;

     (vi)   there shall be a voluntary or involuntary dissolution, liquidation,
            bankruptcy, assignment for the benefit of creditors, or winding up
            of the Company;

     (vii)  there shall have occurred any event which would trigger a Separation
            Date under the Company Rights Plan; or

     (viii) the Company proposes to take any other action or an event occurs
            which would require an adjustment of the Exercise Price pursuant to
            subsection (g) of this Section 7;
            --------------         ---------

then, in any one or more of said cases, the Company shall give written notice,
addressed to the holder of this Warrant Certificate at the address of such
holder as shown on the books of the Company, of (1) the date on which the books
of the Company shall close or a record shall be taken for such dividend,
distribution or subscription rights, or (2) the date (or, if not then known, a
reasonable approximation thereof by the Company) on which such Organic Change or
other action
<PAGE>

or event, as the case may be, shall take place (or, in the case of clauses (vi)
                                                                   ------------
and (vii) above, the date on which the relevant action or event took place).
    -----
Such notice shall also specify (or, if not then known, reasonably approximate)
the date as of which the holders of Common Shares of record shall participate in
such dividends, distribution or subscription rights, or shall be entitled to
exchange their Common Shares for securities or other property deliverable upon
such Organic Change, Separation Date, dissolution, liquidation, bankruptcy,
assignment for the benefit of creditors, winding up, or other action or event,
as the case may be. Such written notice shall be given at least twenty (20) days
prior to the action in question and not less than twenty (20) days prior to the
record date or the date on which the Company's transfer books are closed in
respect thereto; provided, that no advance notice need be given of any event or
                 --------
action specified in clause (vi) above, but the Company shall give notice of such
                    -----------
event as promptly thereafter as practicable; and further provided, that the
                                                 ------- --------
Company shall give immediate notice of any event or action specified in clause
                                                                        ------
(vii) above.
-----

(a)    Certain Events.  If any event occurs of the type contemplated by the
       --------------
provisions of this Section 7 but not expressly provided for by such provisions
                   ---------
(including, without limitation, the granting of stock appreciation rights,
phantom stock rights or other rights with equity features), then the Company
shall appoint, at its sole expense, a firm of independent certified public
accountants (which may be the regular auditors of the Company) of recognized
national standing, which shall give their opinion upon the adjustment, if any,
on a basis consistent with the basic intent and principles established in the
other provisions of this Section 7, necessary to preserve, without dilution, the
                         ---------
the exercise rights of the registered holder of this Warrant Certificate. Upon
receipt of such opinion, the Company shall forthwith make the adjustments
described therein.
(b)
(c)    (h)  Certain Exceptions to Antidilution Protection.  Notwithstanding
            ---------------------------------------------
anything to the contrary in this Section 7, there shall be no adjustment to the
                                 ---------
Exercise Price or to the number of Warrant Shares issuable upon exercise hereof:
(i) in connection with the sale or issuance of the Warrant Certificates for an
initial aggregate of 298,482 Common Shares issued to the Lenders (or their
Affiliates) under the Credit Facilities and warrant certificates for an initial
aggregate of 1,771,349 Common Shares issued to the US Banks under the US
Multicurrency Credit Agreement on the Original Issuance Date and all warrants
issued upon the partial exercise, transfer or division of, or in substitution
for, any such warrants, or any adjustment to the number of shares issuable
pursuant thereto in accordance with the terms of any thereof; (ii) the issuance
of any rights under the Company Rights Plan; or (iii) an exercise of options
outstanding under the Company's stock plans on the Original Issuance Date, which
options are listed on Schedule 3(d) to the Warrant and Registration Rights
                      -------------
Agreement.
(d)
(e)    (i)  Other Securities.  If at any time, as a result of an adjustment made
            ----------------
pursuant to this Section 7, any holder of Warrants shall become entitled to
                 ---------
purchase any securities of the Company other than Common Shares, the number or
amount of such other securities so purchasable and the consideration for such
securities
<PAGE>

shall be subject to adjustment from time to time in a manner and on terms as
nearly equivalent as practicable to the provisions contained in this
Section 7 hereof.
---------
(f)
(g)    (j)  Reduction pursuant to Warrant and Registration Rights Agreement.
            ---------------------------------------------------------------
Notwithstanding anything to the contrary in this Section 7, the number of
                                                 ---------
Warrant Shares issuable upon exercise of  the Warrants is also subject to
immediate reduction pursuant to Section 10 of the Warrant and Registration
Rights Agreement.
(h)
(i)    (k)      No Doubling. No single event shall result in an adjustment being
                -----------
effected more than once, but a similar subsequent event will result in such
adjustments.
(j)
2.    SECTION   No Stock Rights.  No holder of this Warrant Certificate, as
                ---------------
such, shall be entitled to vote or be deemed the holder of Common Shares or any
other securities of the Company which may at any time be issuable on the
exercise hereof, nor shall anything contained herein be construed to confer upon
the Holder of this Warrant Certificate, as such, the rights of a stockholder of
the Company or the right to vote for the election of directors or upon any
matter submitted to stockholders at any meeting thereof, or give or withhold
consent to any corporate action or to receive notice of meetings or other
actions affecting stockholders (except as provided herein), or to receive
dividends (except as provided herein) or subscription rights or otherwise, until
the Date of Exercise of the Warrants shall have occurred.
3.
4.     SECTION  Fractional Shares.  The Company shall not be required to issue
                -----------------
fractions of Warrant Shares upon exercise of the Warrants or to distribute
certificates which evidence fractional Warrant Shares.  As to any fractional
share of Common Shares which the Holder would otherwise be entitled to subscribe
for from the Company upon such exercise, the Company shall round such fraction
up to the next whole Warrant Share and shall issue such rounded up Warrant Share
and distribute certificates for such rounded up Warrant Share.

1.     SECTION  No Registration under Securities Act.  Neither the Warrants nor
                ------------------------------------
the Warrant Shares have been registered under the Securities Act.  The Holder of
this Warrant Certificate, by acceptance hereof, represents that it is acquiring
the Warrants to be issued to it for its own account and not with a view to the
distribution thereof, and agrees not to sell, transfer, pledge or hypothecate
any Warrants or any Warrant Shares unless a registration statement is effective
for such Warrants or Warrant Shares under the Securities Act, unless the sale is
permitted by Rule 144 pursuant to the Securities Act or in the opinion of such
holder's counsel (a copy of which opinion shall be delivered to the Company)
such transaction is exempt from the registration requirements of the Securities
Act; provided that
     --------
<PAGE>

Warrants and Warrant Shares issued to such Holder may be transferred to any
Designated Affiliate of such Holder, without any such registration (to the
extent permitted by law) or opinion, subject to the foregoing restriction on any
further sale, transfer, pledge or hypothecation by such Designated Affiliate.
2.
3.     SECTION   Certain Definitions.  The following terms have the meanings
                 ------- -----------
set forth below:
4.
5.     "Affiliate" of any Person means any other Person directly or indirectly
        ---------
controlling, controlled by or under direct or indirect common control with such
Person.
6.
7.     "Commencement Date" is defined in the first paragraph hereof.
        -----------------
8.
9.     "Common Shares" are defined in the first paragraph hereof.
        -------------
10.
11.    "Company" is defined in the first paragraph hereof.
        -------
12.
13.    "Company Rights Plan" means the Rights Agreement, dated as of July 17,
        -------------------
2000, between the Company and Firstar Bank N.A., as Rights Agent.
14.
15.    "Credit Facilities" means the credit facilities dated as of May 15,
       -----------------
2001 among certain of the Company's subsidiaries and the UK Banks.
16.
17.    "Date of Exercise" is defined in Section 3(c).
       ----------------                 ------------
18.
19.    "Designated Affiliate" has the meaning ascribed to it in the Warrant and
        --------------------
Registration Rights Agreement.
20.
21.    "Exercise Period" is defined in the first paragraph hereof.
        ---------------
22.
23.    "Exercise Price" is defined in the first paragraph hereof.
        --------------
<PAGE>

       "Holder" is defined in the first paragraph hereof.
        ------

       "Market Price" shall mean the average of the daily closing prices per
        ------------
Common Share for the ten (10) consecutive trading days immediately preceding the
day as of which "Market Price" is being determined (exclusive of "ex-dividend"
                 ------------
and similar dates).  The closing price for each day shall be the last sale price
regular way or, in case no such sale takes place on such day, the average of the
closing bid and asked prices regular way, in either case on the principal
national securities exchange on which the shares are listed or admitted to
trading, or if the shares are not so listed or admitted to trading, on the
National Market System of NASDAQ or, if prices for the shares are not quoted on
such National Market System, the average of the highest reported bid and lowest
reported asked prices as furnished by the National Association of Securities
Dealers, Inc. through NASDAQ or through a similar organization if NASDAQ is no
longer reporting such information.  If Common Shares are not listed or admitted
to trading on any exchange or quoted through NASDAQ or any similar organization,
the "Market Price" shall be deemed to be the higher of (x) the book value of a
     ------------
Common Share as determined by any firm of independent certified public
accountants of recognized national standing, selected by the board of directors
of the Company, as at the last day of any month ending within sixty (60) days
preceding the date as of which the determination is to be made and (y) the fair
value thereof determined in good faith by a nationally recognized independent
investment banking firm selected by the Company and acceptable to the holders of
a majority of the Warrants as of a date which is within thirty (30) days of the
date as of which the determination is to be made (the reasonable fees and
expenses of such independent certified public accountants and independent
investment banking firm to be paid by the Company); provided, however, that in
                                                    --------  -------
the case of any determination of Market Price pursuant to this sentence, the
Market Price shall not be less than the amount of the consideration per share
received by the Company in respect of the most recent sale, transfer or other
issuance of Common Shares by the Company (other than as a result of the exercise
of any option or warrant or the conversion of any stock or securities
convertible into or exchangeable for Common Shares) in an arms' length
transaction to an unaffiliated third party within the 90-day period immediately
preceding the date as to which the determination is to be made.

       "Organic Change" is defined in Section 7(d).
        --------------                ------------

       "Original Issuance Date" means May 15, 2001.
        ----------------------

       "Person" means an individual, a corporation, a partnership, an
        ------
association, a trust or other entity or organization, including a government or
political subdivision or an agency or instrumentality thereof.
<PAGE>

       "Refinancing Event" is defined in Section 3(f).
        -----------------                ------------

       "UK Banks" means the Royal Bank of Scotland and National Westminster
        --------
Bank PLC.

       "US Multicurrency Credit Agreement" means the Amended and Restated
        ---------------------------------
Multi-Currency Credit Agreement dated as of May 15, 2001, among the Company,
certain lenders and Bank One NA, as syndication agent, Chase Manhattan Bank, as
documentation agent, and Bank of America, National Association, as
administrative agent, as amended, supplemented or otherwise modified from time
to time.

       "Securities Act" means the Securities Act of 1933, as amended.
        --------------

       "Warrant" is defined in the first paragraph hereof.
        -------

       "Warrant and Registration Rights Agreement" means the Warrant and
        -----------------------------------------
Registration Rights Agreement dated as of May 15, 2001 among the Company and
certain holders of its securities executed pursuant to the Credit Facilities, as
amended, supplemented or otherwise modified from time to time.

       "Warrant Share" is defined in the first paragraph hereof.
        -------------

1.     SECTION   Notices.  All notices, requests, demands and other
                 -------
communications relating to this Warrant Certificate shall be in writing,
including by facsimile, addressed (a) if to the registered owner hereof, to it
at the address furnished by the registered owner to the Company, and (b) if to
the Company, to it at P.O. Box 325, Milwaukee, WI 53201, facsimile no.:  (262)
523-7586,  Attention: Chief Financial Officer, with a copy to Quarles & Brady
LLP, 411 East Wisconsin Avenue, Milwaukee, WI 53202-4497, facsimile no.: (414)
271-3552, Attn: Anthony W. Asmuth, or to such other address as any party shall
notify the other party in writing, and shall be effective, in the case of
written notice by mail, five days after placement into the mails (first class,
postage prepaid, mailed within the United States);  in the case of notice by
facsimile, on the same day as receipt is confirmed; and in the case of notice by
an internationally recognized mail or courier service on the next business day
after having been sent, unless such service specifies that it will be providing
second business day service, in which case on the second business day after
having been sent.
2.
3.     SECTION   Binding Effect.  This Warrant Certificate shall be binding upon
                 --------------
and inure to the sole and exclusive benefit of
<PAGE>

the Company, its successors and assigns, the registered Holder or Holders from
time to time of the Warrants and the Warrant Shares.
4.
5.     SECTION   Governing Law.  This Warrant Certificate shall be construed
                 -------------
in accordance with and governed by the internal laws of the State of Illinois.
<PAGE>

       IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be executed by its officer thereunto duly authorized as of the date hereof.

                                                            APW LTD.



                                                            By____
                                                            Title:
<PAGE>

                         FORM OF ELECTION TO PURCHASE

(To be executed by the holder of Warrants if such holder desires to exercise
Warrants evidenced by the foregoing Warrant Certificate)


To APW Ltd.

     The undersigned hereby irrevocably elects to exercise _______________
Warrants evidenced by the foregoing Warrant Certificate for, and to [purchase
thereunder, _______________, Common Shares issuable upon exercise of said
Warrants and delivery of $___________ (in cash as provided for in the foregoing
Warrant Certificate) and any applicable taxes payable by the undersigned
pursuant to such Warrant Certificate.][receive, in accordance with Section 3(d)
of the Warrant Certificate, ______ Common Shares issuable upon exercise of said
Warrants and delivery of any applicable taxes payable by the undersigned
pursuant to such Warrant Certificate].

     The undersigned requests that certificates for such shares be issued in the
name of

                                    PLEASE INSERT SOCIAL
                                    SECURITY OR TAX
                                    IDENTIFICATION NUMBER


                                    _______

_______________________________
(Please print name and address)     _______

_______


     If said number of Warrants shall not be all the Warrants evidenced by the
foregoing Warrant Certificate, the undersigned requests that a new Warrant
Certificate evidencing the Warrants not so exercised be issued in the name of
and delivered to

_______

                        (Please print name and address)
_______






Dated:  ______________, _____       Name of
                                          holder of Warrant (Print): _______
<PAGE>

                                    (By:) _______
                                           (Title:)
<PAGE>

                              FORM OF ASSIGNMENT


     FOR VALUE RECEIVED, __________________________________ hereby sells,
assigns and transfers to each assignee set forth below all of the rights of the
undersigned in and to the number of Warrants (as defined in and evidenced by the
foregoing Warrant Certificate) set opposite the name of such assignee below and
in and to the foregoing Warrant Certificate with respect to said Warrants and
the Common Shares issuable upon exercise of said Warrants:


Name of Assignee         Address        Number of Warrants
----------------         -------        ------------------






     If the total of said Warrants shall not be all the Warrants evidenced by
the foregoing Warrant Certificate, the undersigned requests that a new Warrant
Certificate evidencing the Warrants not so assigned be issued in the name of and
delivered to the undersigned.

                              Name of
                              holder of Warrant (Print:) _______