<PAGE>

                                                                     Exhibit 4.3


                   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 Agreement referred to below (the
"Investors").
 ---------

         WHEREAS, in connection with the Amended and Restated Multi-Currency
Credit Agreement, dated as of May 15, 2001 (as the same may be amended,
supplemented or otherwise modified from time to time, the "Credit Agreement"),
                                                           ----------------
by and among the Company, certain lenders (the "Lenders"), Bank One NA, as
                                                -------
syndication agent, Chase Manhattan Bank, as documentation agent, and Bank of
America, National Association, as administrative agent, 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 Agreement, 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:

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

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

     "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.

     "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.
<PAGE>


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

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

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

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

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

     "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.

     "Effective Date" means the date the Credit Agreement becomes effective.
      --------------

     "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.

     "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.

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

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

     "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.

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

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

                                       2


<PAGE>

     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.

     "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.

     "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 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.

     "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.

                                       3


<PAGE>

     "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.

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

     "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.

     "UK Banks" has the meaning assigned thereto in the Warrant Certificates.
      --------

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

     Section 2. Issuance of Warrants.  On the Effective Date, in consideration
                --------------------
for the Lenders entering into the Credit Agreement, 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.

     Section 3. Representations, Warranties and Covenants of the Company. The
                --------------------------------------------------------
Company represents and warrants to the Lenders and their Designated Affiliates
that:

     (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)  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.

                                       4
<PAGE>

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

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

          (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, 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, 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 UK Banks pursuant to the UK Credit Facilities (as defined in Section 7)
                                                                    ---------
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)   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.

          (iii)  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

                                       5
<PAGE>

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.

          (iv) 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.

          (v)  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.

          (vi) The warrants being issued to the UK Banks pursuant to the UK
Credit Facilities (as defined in Section 7) contain terms substantially similar
                                 ---------
to, and in all material respects no more favorable to the UK Banks than, the
terms of this Agreement and the Warrant Certificates to the Investors.

     Section  4.  Compliance with Securities Laws; Legends.
                  ----------------------------------------

     (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)  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.

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

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

          (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

                                       6
<PAGE>

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)   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, 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.

     (iii)  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 Agreement); 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
Agreement.

     (iv)   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:

            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

                                       7
<PAGE>

            AGREEMENT DATED AS OF MAY 15, 2001, ENTERED INTO AMONG THE
            COMPANY AND CERTAIN HOLDERS OF SECURITIES OF THE COMPANY.

     (e)  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:

            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 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.

     Section 5.  Registration.
                 ------------

     (a)  Company Registration.
          --------------------

     (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

                                       8
<PAGE>

               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.

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

                                       9
<PAGE>

                       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
                              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 "UK
                                                                  --
                              Registration Rights Agreement") of even date
                              -----------------------------
                              herewith between the Company and the UK 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 each
                       securityholder of the Company (other than the Holders)
                       that on

                                       10
<PAGE>

                       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 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 UK 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.

     (b)  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 three (3) separate
                        ------------
occasions, only unless such request is withdrawn in accordance with the terms
hereof. The three (3) rights granted hereunder are 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

                                       11
<PAGE>

reasonly requwet in writing and that such holders shall comply with Section 8
                                                                    ---------
of this agreement.

     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.

     (c)  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.

     (d)  Notices.  The Company shall promptly notify the Holders of Registrable
          -------
Shares covered by the demand registration of the occurrence of the following
events:

          (i)    when the demand registration or post-effective amendment
     thereto filed with the Commission has become effective;

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

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

                                       12
<PAGE>

          (iv)  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

          (v)   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.

     (e)  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.

     (f)  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.

     (g)  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

                                       13
<PAGE>

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.

     (h)  Listing on Exchange. The Company agrees to use commercially reasonable
          -------------------
efforts (including the payment of any listing fees) to obtain the listing of all
Registrable Shares covered by the registration statement on each securities
exchange on which securities of the same class are then listed.

     (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)  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.

     (k)  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

          (i)  the Company may grant registration rights pursuant to a Warrant
     and Registration Rights Agreement of even date herewith between the Company
     and the Royal Bank of Scotland and National Westminster PLC (collectively,
     the "UK Banks"); provided that such rights do not conflict with the cutback
          --------
     prorations and demand registration provisions set forth in this Section 5;
                                                                     ---------
     and

                                       14
<PAGE>

     (ii)   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.

     Section 6. 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.

     Section 7. Indemnification.
                ---------------

     (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, that 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.

     (b)  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.

     (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

                                       15
<PAGE>

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)  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
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).
                                                                  ------------

     (e)  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.

                                       16
<PAGE>

          (f)  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.

     Section 8. 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:

          (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;

          (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;

          (c)  execute all questionnaires, powers of attorney or other documents
     as the Company may reasonably request;

          (d)  discontinue sales of Registrable Securities upon notification of
     any stop order or suspension of the effectiveness of the registration
     statement;

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

          (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;

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

          (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.

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
                                                               -------

                                       17
<PAGE>

5 with respect to such Holder or the Registrable Shares owned by such Holder
-
shall be terminated with respect to such Registration.

     Section 9.  Rule 144 Sales.
                 --------------

          (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.

          (b)  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.

     Section 10. Warrant Reduction. The number of Warrant Shares issuable under
                 -----------------
the Warrants shall be reduced by half if the Administrative Agent under the
Credit Agreement and the agent under the credit facilities dated as of May 15,
2001 among certain of the Company's subsidiaries and the UK Banks (the "UK
                                                                        --
Credit Facilities") certify that the combined commitments under the Credit
-----------------
Agreement and the UK Credit Facilities 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.

     Section 11. Miscellaneous.
                 -------------

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

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

          (c)  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

                                       18
<PAGE>

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.

     (d)  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 (i)
when delivered in person, (ii) when sent by fax with receipt acknowledged, (iii)
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 (iv) 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
Agreement), 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.

     (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.

     (f)  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.

     (g)  Captions. Captions are for descriptive purposes only and shall not
          --------
control or alter the meaning of this Agreement as set forth in the text.

     (h)  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.

     (i)  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.

                                       19
<PAGE>

     (j)  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.

     (k)  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.

     (l)  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

     (m)  Credit Agreement and Warrant Certificates. Nothing in this Agreement
          -----------------------------------------
or Exhibit A is intended to permit any action or event which is prohibited by
the Credit Agreement or by the Warrant Certificates, as long as the Credit
Agreement or the Warrant Certificates, respectively, remain in effect.

                                       20
<PAGE>

         IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.

                                   COMPANY:

                                   APW LTD.

                                            By: /s/ James Maxwell
                                                --------------------------------
                                            Its: Asst. Treasurer
                                                 -------------------------------
                                   Attention:
                                   Facsimile:



                                   LENDERS:

                                       21
<PAGE>

                                   BANK OF AMERICA, NATIONAL ASSOCIATION,
                                   as Administrative Agent and a Bank



                                   By: /s/ M. H. Claggett
                                   Title: Managing Director
                                   Attention:
                                   Facsimile:
<PAGE>

                                   BANK ONE, NA (Main Office Chicago),
                                   as Syndication Agent and as a Bank


                                   By: /s/ Thomas Bower
                                   Name: Thomas Bower
                                   Title: Senior Vice President
                                   Attention:
                                   Facsimile:
<PAGE>

                                   THE CHASE MANHATTAN BANK,
                                   as Documentation Agent and a Bank


                                   By: /s/ Robert Krasnow
                                   Name: Robert Krasnow
                                   Title: VP
                                   Attention:
                                   Facsimile:

<PAGE>

                                   FIRST UNION NATIONAL BANK,
                                   as a Bank


                                   By: /s/ Helen F. Wessling
                                   Name: Helen F. Wessling
                                   Title: Senior Vice President & Director
                                   Attention: Helen F. Wessling
                                   Facsimile: (215) 973-8783
<PAGE>

                                   LASALLE BANK NATIONAL ASSOCIATION,
                                   as a Bank


                                   By: /s/ Stephen L. Mayer
                                       -----------------------------------
                                   Name: Stephen L. Mayer
                                         ---------------------------------
                                   Title: First Vice President
                                          --------------------------------
                                   Attention:
                                   Facsimile:

<PAGE>

                                   THE ROYAL BANK OF SCOTLAND PLC,
                                   as a Bank


                                   By:    /s/ T. J. Smith
                                      ------------------------------------------
                                   Name:      T. J. Smith
                                        ----------------------------------------
                                   Title:     Senior Manager, C & W
                                         ---------------------------------------
                                   Attention: T. J. Smith
                                   Facsimile: 011 44 207 626 5407
<PAGE>

                                   THE BANK OF TOKYO-MITSUBISHI, LTD.,
                                   CHICAGO BRANCH, as a Bank


                                   By:    /s/ Hisashi Miyashiro
                                      ------------------------------------------
                                   Name:      Hisashi Miyashiro
                                        ----------------------------------------
                                   Title:     Deputy General Manager
                                         ---------------------------------------
                                   Attention: Wayne Yamanuka
                                   Facsimile: (312) 969-4535
<PAGE>

                                   CREDIT LYONNAIS CHICAGO BRANCH,
                                   as a Bank


                                   By:    /s/ Joseph A. Philbin
                                      ------------------------------------------
                                   Name:      Joseph A. Philbin
                                        ----------------------------------------
                                   Title:     VP
                                          --------------------------------------
                                   Attention:
                                   Facsimile:

<PAGE>

                                   U.S. BANK NATIONAL ASSOCIATION,
                                   as a Bank


                                   By:    /s/ Greg Wilson
                                       -----------------------------------------
                                   Name:      Greg Wilson
                                         ---------------------------------------
                                   Title:     AVP
                                          --------------------------------------
                                   Attention:
                                   Facsimile:

                                   FIRSTAR BANK, N.A.,
                                   as a Bank


                                   By:    /s/ Greg Wilson
                                       -----------------------------------------
                                   Name:      Greg Wilson
                                         ---------------------------------------
                                   Title:     AVP
                                          --------------------------------------
                                   Its Attorney-In-Fact
                                   Attention:
                                   Facsimile:
<PAGE>

                                   THE FUJI BANK, LIMITED,
                                   as a Bank


                                   By:    /s/ Peter L. Chinnici
                                       -----------------------------------------
                                   Name:      Peter L. Chinnici
                                         ---------------------------------------
                                   Title:     Senior Vice President & Group Head
                                          --------------------------------------
                                   Attention:
                                   Facsimile:
<PAGE>

                                   FLEET NATIONAL BANK,
                                   as a Bank


                                   By:    /s/ Margot Doering
                                       -----------------------------------------
                                   Name:      Margot Doering
                                         ---------------------------------------
                                   Title:     Vice President
                                          --------------------------------------
                                   Attention: Managed Assets Division
                                   Facsimile: 617-434-4377/4775

<PAGE>

                                   THE DAI-ICHI KANGYO BANK, LTD.,
                                   as a Bank


                                   By:    /s/ Nobuyasu Fukatsu
                                      -----------------------------------
                                   Name:      Nobuyasu Fukatsu
                                        ---------------------------------
                                   Title:     General Manager
                                         -------------------------------

                                   Attention: Michael Pleasants
                                   Facsimile: 312-876-2011
<PAGE>

                                   M&I MARSHALL & ILSLEY BANK,
                                   as a Bank


                                   By:    /s/ Michael J. Vellon
                                      -------------------------
                                   Name:      Michael J. Vellon
                                       ------------------------
                                   Title:     Vice President
                                         ----------------------


                                   Attention: Michael J. Vellon
                                   Facsimile: 414-298-2744
<PAGE>

                                   BNP PARIBAS,
                                   as a Bank


                                   By:      /s/ Rosalie C. Hawley
                                      ----------------------------------
                                   Name:    /s/ Rosalie C. Hawley
                                        --------------------------------
                                   Title:       Director
                                         -------------------------------

                                   By:      /s/ Richard L. Sted
                                      ----------------------------------
                                   Name:        Richard L. Sted
                                        --------------------------------

                                   Title:       Central Region Manager &
                                         -------------------------------
                                                Managing Director
                                          ------------------------------

                                   Attention:   Chris Howatt
                                   Facsimile:   312-977-1380
<PAGE>

                                   SOCIETE GENERALE,
                                   as a Bank


                                   By:  /s/ Eric E. O. Siebert, Jr.
                                      -----------------------------
                                   Name:    Eric E. O. Siebert, Jr.
                                       ----------------------------
                                   Title:   Director
                                         --------------------------
                                   Attention:
                                   Facsimile:
<PAGE>

                                   THE BANK OF NEW YORK,
                                   as a Bank


                                   By:  /s/ Eugene F. Kenny
                                       -------------------------------
                                   Name:    Eugene F. Kenny
                                          ----------------------------
                                   Title:   Assistant Vice President
                                          ----------------------------
                                   Attention:
                                   Facsimile:
<PAGE>

                                   WACHOVIA BANK, N.A.,
                                   as a Bank


                                   By:    /s/ William W. Teegarden
                                       ----------------------------
                                   Name:      William W. Teegarden
                                          -------------------------
                                   Title:     Senior Vice President
                                           ------------------------
                                   Attention: Loan Specialist
                                   Facsimile: 404-332-4058

<PAGE>

                                   SUMITOMO MITSUI BANKING CORPORATION
                                   as a Bank


                                   By:  /s/ C. Michael Garrido
                                      ----------------------------
                                   Name:    C. Michael Garrido
                                        --------------------------
                                   Title:   Senior Vice President
                                         -------------------------
                                   Attention:
                                   Facsimile:
<PAGE>

                                   THE MITSUBISHI TRUST & BANKING
                                   CORPORATION, as a Bank


                                   By:  /s/ Toshihiro Hayashi
                                      --------------------------
                                   Name:    Toshihiro Hayashi
                                       --------------------------
                                   Title:   Senior Vice President
                                         ------------------------
                                   Attention:
                                   Facsimile:
<PAGE>

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

<TABLE>
<CAPTION>
          Name                                  Amount Outstanding           Number of Securities with a
          ----
                                                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 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 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.


                                    APW LTD


                              WARRANT CERTIFICATE


                           Dated as of May 15, 2001


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

  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

                                       43
<PAGE>

"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.
                     ----------

     SECTION 1. 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.

     SECTION 2. Transfers and Exchanges of Warrants and Warrant Shares.
                ------------------------------------------------------

          (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)  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 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.

     SECTION 3.  Duration and Exercise of Warrants.
                 ---------------------------------

                                       44
<PAGE>

     (a)  Warrants shall be exercisable by the registered holder thereof on any
business day during the Exercise Period.

     (b)  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.


     (c)  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 Quarles & 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.

     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.

     (d)  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

                                       45
<PAGE>

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.

     (e)  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.


     (f)  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 Agreement) under the Credit Agreement such
that the Termination Date (as defined in the Credit Agreement) shall have
occurred under the Credit Agreement. 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 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.


     SECTION 4. 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;

                                      46
<PAGE>

provided, however, that the Company shall not be required ed to pay any tax in
--------  -------
respect of the transfer of Warrants.

     SECTION 5.  Mutilated or Missing Warrant Certificate. If this Warrant
                 ----------------------------------------
Certificate shall be mutilated, lost, stolen or destroyed, the Company will,
upon request b y 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.

     SECTION 6.  Reservation, Listing and Issuance of Warrant Shares.
                 ---------------------------------------------------

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

            (c)  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.

     SECTION 7.  Adjustments of Price and Number of Warrant Shares.
                 -------------------------------------------------

            (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

                                       47
<PAGE>

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)  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)  Dividends and Rights Offerings.
          ------------------------------

               (i)  If the Company shall pay a dividend or distribution
     (including, without limitation, a distribution in 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

                                       48
<PAGE>

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 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

                                       49
<PAGE>

such Holder is then entitled on the exercise of its Warrant.

     (d)  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 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).
                                 ---------

     (e)  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.

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

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

                                       50
<PAGE>

          (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;

          (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

                                       51
<PAGE>

          (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 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.
             ------------

    (g)   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
                         ---------
exercise rights of the registered holder of this Warrant Certificate. Upon
receipt of such opinion, the Company shall forthwith make the adjustments
described therein.

     (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 1,771,349 Common Shares issued to the Lenders (or their
Affiliates) under the Credit Agreement and warrant certificates for an initial
aggregate of 298,482 Common Shares issued to the UK Banks under the UK Credit
Facilities on the Original Issuance Date and all warrants issued upon
<PAGE>

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.
-------------

          (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 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.
---------

          (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.

          (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.

     SECTION 8.  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.

     SECTION 9.  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.

     SECTION 10. 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

<PAGE>

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 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.

     SECTION 11.  Certain Definitions. The following terms have the meaning set
                  -------------------
forth below:

     "Affiliate" of any Person means any other Person directly or indirectly
      ---------
controlling, controlled by or under direct or indirect common control with such
Person.

     "Commencement Date" is defined in the first paragraph hereof.
      -----------------

     "Common Shares" are defined in the first paragraph hereof.
      -------------

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

     "Company Rights Plan" means the Rights Agreement, dated as of July 17,
      -------------------
2000, between the Company and Firstar Bank N.A., as Rights Agent.

     "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.

     "Date of Exercise" is defined in Section 3(c).
      ----------------                ------------

     "Designated Affiliate" has the meaning ascribed to it in the Warrant and
      --------------------
Registration Rights Agreement.

<PAGE>


     "Exercise Period" is defined in the first paragraph hereof.
      ---------------

     "Exercise Price" is defined in the first paragraph hereof.
      --------------

     "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.
      ----------------------
<PAGE>

     "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.

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

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

     "UK Credit Facilities" means the credit facilities dated as of May 15, 2001
      --------------------
among certain of the Company's subsidiaries and the UK Banks.

     "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 Agreement, as
amended, supplemented or otherwise modified from time to time.

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

     SECTION 12.  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.

     SECTION 13.  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.

     SECTION 14.  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): ______


                                                     (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:) ___________

<PAGE>

     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 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.


                                    APW LTD


                              WARRANT CERTIFICATE


                           Dated as of May 15, 2001


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

     APW Ltd., a Bermuda company (the "Company"), hereby certifies that, for
                                       -------
value received, BANK OF AMERICA, NATIONAL ASSOCIATION, or registered assigns
(the "Holder"), is the registered owner of 177,135 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

                                                                               2
<PAGE>

"Commencement Date") until May 15, 2006, all subject to the following terms and
 -----------------
conditions. Certain capitalized terms are defined in Section 11 hereof.
                                                     ----------
<PAGE>

     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 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.


                                    APW LTD


                              WARRANT CERTIFICATE


                           Dated as of May 15, 2001


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


     APW Ltd., a Bermuda company (the "Company"), hereby certifies that, for
                                       -------
value received, BANK ONE, NA (Main Office Chicago), or registered assigns (the
"Holder"), is the registered owner of 147,612 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.
<PAGE>

     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 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.


                                    APW LTD


                              WARRANT CERTIFICATE


                           Dated as of May 15, 2001


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


     APW Ltd., a Bermuda company (the "Company"), hereby certifies that, for
                                       -------
value received, THE CHASE MANHATTAN BANK, or registered assigns (the "Holder"),
                                                                      ------
is the registered owner of 147,612 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.
<PAGE>

     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 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.


                                    APW LTD


                              WARRANT CERTIFICATE


                           Dated as of May 15, 2001


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


     APW Ltd., a Bermuda company (the "Company"), hereby certifies that, for
                                       -------
value received, FIRST UNION NATIONAL BANK, or registered assigns (the "Holder"),
                                                                       ------
is the registered owner of 118,090 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.
<PAGE>

         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 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.

                                    APW LTD

                              WARRANT CERTIFICATE

                           Dated as of May 15, 2001

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

         APW Ltd., a Bermuda company (the "Company"), hereby certifies that, for
                                           -------
value received, LASALLE BANK NATIONAL ASSOCIATION, or registered assigns (the
"Holder"), is the registered owner of 118,090 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.
<PAGE>

         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 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.


                                    APW LTD

                              WARRANT CERTIFICATE

                           Dated as of May 15, 2001

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

         APW Ltd., a Bermuda company (the "Company"), hereby certifies that, for
                                           -------
value received, THE ROYAL BANK OF SCOTLAND PLC, or registered assigns (the
"Holder"), is the registered owner of 118,090 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.
<PAGE>

         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 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.


                                    APW LTD

                              WARRANT CERTIFICATE

                           Dated as of May 15, 2001

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

         APW Ltd., a Bermuda company (the "Company"), hereby certifies that, for
                                           -------
value received, THE BANK OF TOKYO-MITSUBISHI, LTD., CHICAGO BRANCH, or
registered assigns (the "Holder"), is the registered owner of 118,090 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.
----------
<PAGE>

         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 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.


                                    APW LTD


                              WARRANT CERTIFICATE


                           Dated as of May 15, 2001


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

         APW Ltd., a Bermuda company (the "Company"), hereby certifies that, for
                                           -------
value received, CREDIT LYONNAIS CHICAGO BRANCH, or registered assigns (the
"Holder"), is the registered owner of 88,567 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.
<PAGE>

         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 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.

                                    APW LTD

                               WARRANT CERTIFICATE

                           Dated as of May 15, 2001

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

         APW Ltd., a Bermuda company (the "Company"), hereby certifies that, for
                                           -------
value received, U.S. BANK NATIONAL ASSOCIATION, or registered assigns (the
"Holder"), is the registered owner of 88,567 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.
<PAGE>

         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 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.


                                    APW LTD

                              WARRANT CERTIFICATE

                           Dated as of May 15, 2001

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

         APW Ltd., a Bermuda company (the "Company"), hereby certifies that, for
                                           -------
value received, FIRSTAR BANK, N.A., or registered assigns (the "Holder"), is the
                                                                ------
registered owner of 59,045 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.
                                                     ----------
<PAGE>

         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 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.


                                    APW LTD

                              WARRANT CERTIFICATE

                           Dated as of May 15, 2001

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

         APW Ltd., a Bermuda company (the "Company"), hereby certifies that, for
                                           -------
value received, THE FUJI BANK, LIMITED, or registered assigns (the "Holder"), is
                                                                    ------
the registered owner of 88,567 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.
<PAGE>

     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 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.


                                    APW LTD


                              WARRANT CERTIFICATE


                           Dated as of May 15, 2001


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


     APW Ltd., a Bermuda company (the "Company"), hereby certifies that, for
                                       -------
value received, FLEET NATIONAL BANK, or registered assigns (the "Holder"), is
                                                                 ------
the registered owner of 88,567 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.
<PAGE>

     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 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.

                                    APW LTD


                              WARRANT CERTIFICATE


                           Dated as of May 15, 2001


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


     APW Ltd., a Bermuda company (the "Company"), hereby certifies that, for
                                       -------
value received, THE DAI-ICHI KANGYO BANK, LTD., or registered assigns (the
"Holder"), is the registered owner of 44,284 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.
<PAGE>

     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 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.


                                    APW LTD


                              WARRANT CERTIFICATE


                           Dated as of May 15, 2001


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


     APW Ltd., a Bermuda company (the "Company"), hereby certifies that, for
                                       -------
value received, M&I MARSHALL & ILSLEY BANK, or registered assigns (the
"Holder"), is the registered owner of 44,284 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.
<PAGE>

     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 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.


                                    APW LTD


                              WARRANT CERTIFICATE


                           Dated as of May 15, 2001


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


     APW Ltd., a Bermuda company (the "Company"), hereby certifies that, for
                                       -------
value received, BNP PARIBAS, or registered assigns (the "Holder"), is the
                                                         ------
registered owner of 59,045 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.
                                                     ----------
<PAGE>

     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 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.


                                    APW LTD


                              WARRANT CERTIFICATE


                           Dated as of May 15, 2001


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


     APW Ltd., a Bermuda company (the "Company"), hereby certifies that, for
                                       -------
value received, SOCIETE GENERALE, or registered assigns (the "Holder"), is the
                                                              ------
registered owner of 59,045 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.
                                                     ----------
<PAGE>

     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 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.


                                    APW LTD


                              WARRANT CERTIFICATE


                           Dated as of May 15, 2001


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


     APW Ltd., a Bermuda company (the "Company"), hereby certifies that, for
                                       -------
value received, THE BANK OF NEW YORK, or registered assigns (the "Holder"), is
                                                                  ------
the registered owner of 44,284 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.
<PAGE>

         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 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.


                                    APW LTD


                              WARRANT CERTIFICATE


                           Dated as of May 15, 2001


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


         APW Ltd., a Bermuda company (the "Company"), hereby certifies that, for
                                           -------
value received, WACHOVIA BANK, N.A., or registered assigns (the "Holder"), is
                                                                 ------
the registered owner of 59,045 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.
<PAGE>

         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 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.


                                    APW LTD


                              WARRANT CERTIFICATE


                           Dated as of May 15, 2001


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


         APW Ltd., a Bermuda company (the "Company"), hereby certifies that, for
                                           -------
value received, SUMITOMO MITSUI BANKING CORPORATION, or registered assigns (the
"Holder"), is the registered owner of 59,045 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.
<PAGE>

         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 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.


                                    APW LTD


                              WARRANT CERTIFICATE


                           Dated as of May 15, 2001


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


         APW Ltd., a Bermuda company (the "Company"), hereby certifies that, for
                                           -------
value received, THE MITSUBISHI TRUST & BANKING CORPORATION, or registered
assigns (the "Holder"), is the registered owner of 44,284 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.