Exhibit 4.5 THIS AMENDMENT AGREEMENT is made the 13/th/ day of December 2001 BETWEEN (1) APW ELECTRONICS GROUP PLC (formerly Vero Group PLC) (2) APW ELECTRONICS OVERSEAS INVESTMENTS LIMITED (formerly Vero Electronics Overseas Investments Limited) (3) APW ELECTRONICS LIMITED (formerly Vero Electronics Limited) (4) APW ENCLOSURES AB (formerly Vero Enclosures AB) (5) APW ELECTRONICS GmbH (formerly Vero Electronics GmbH) (6) VERO ELECTRONICS Inc. (7) APW ENCLOSURES S.A. (formerly Vero Electronics S.A.) and (8) APW ELECTRONICS S.r. L (formerly Vero Electronics S.r.L.) (each a "RBS Borrower" and together the "RBS Borrowers"); (9) THE ROYAL BANK OF SCOTLAND plc ("RBS") (10) APW ENCLOSURES PRODUCTS & SYSTEMS LIMITED and each of its subsidiaries set out in Schedule 1 (each a "Natwest Borrower", together the "Natwest Borrowers" and, together with the RBS Borrowers the "Borrowers"); and (11) NATIONAL WESTMINSTER BANK PLC ("Natwest"). WHEREAS (A) RBS and the RBS Borrowers entered into a (pound)27,500,000 revolving credit facility dated 24 October 1995 (as subsequently amended by two amendment agreements dated 15 May 1998 and 22 May 1998 respectively) (the "RBS Facility Agreement"). The RBS Facility Agreement was subsequently amended and restated under an amendment agreement dated 15 May 2001 and as further amended by an amendment agreement dated 27 September 2001. (B) NatWest and the NatWest Borrowers entered into a (pound)27,000,000 multi- line facility dated 20 April 2000 (the "Natwest Facility Agreement"). The Natwest Facility Agreement was subsequently amended and restated under an amendment agreement dated 15 May 2001 and as further amended by an amendment agreement dated 27 September 2001. (C) On 31 July 2000, APW Ltd, APW North America, Inc., APW Holdings (Denmark) APS, certain financial institutions, Bank One, N.A., as syndication agent, The Chase Manhattan Bank as documentation agent and Bank of America, National Association as administrative agent (the "US Agent") entered into a multicurrency agreement (as subsequently amended and restated on and with effect from 15 May 2001 and as further amended by a first amendment agreement dated 27 September 2001) (the "Multicurrency Agreement") (D) RBS, Natwest, the US Agent and others entered into an intercreditor agreement dated 15th May 2001 regulating, inter alia, the application of recoveries under the RBS Facility Agreement, the Natwest Facility Agreement and the Multicurrency Agreement (the "Intercreditor Agreement"). ________________________________________________________________________________ -1- (E) Under a second amendment to the Multicurrency Agreement dated of even date herewith (the "Second Amendment Agreement"), the parties to the Multicurrency Agreement agreed to amend the Multicurrency Agreement in certain respects. RBS and Natwest have agreed to make equivalent amendments to the RBS Facility Agreement and the Natwest Facility Agreement. (F) The parties wish to enter into this Agreement to record the basis on which the RBS Facility Agreement and the Natwest Facility Agreement are being amended. IT IS AGREED as follows:- 1 DEFINITIONS AND INTERPRETATION In this Agreement, except where the context otherwise requires, words and expressions defined and references construed in the RBS Facility Agreement or the NatWest Facility Agreement (but not defined or construed in this Agreement) shall have the same meaning herein. 2 AMENDMENT OF FACILITY AGREEMENTS 2.1 With effect from the date hereof, subject only to Clause 3.1, it is agreed that, insofar as they are inconsistent with those provisions contained in the Second Amendment Agreement specified in Clauses 2.1.1 to 2.1.6 below (but only as such provisions are in force as at the date of this Agreement), the terms of the RBS Facility Agreement and the Natwest Facility Agreement shall each be deemed to be amended, to the extent necessary to make them consistent with the following provisions:- 2.1.1 Section 1.3 - Net Proceeds of Disposition of Assets; 2.1.2 Section 1.4 - Fees; 2.1.3 Section 1.5 - Audit Report; 2.1.4 Section 1.6 - Quarterly Financial Covenants; 2.1.5 Section 1.7 - Monthly Financial Covenant 2.1.6 Section 1.8 - Restricted Payments insofar as it relates to permitting the payment of dividends of $42,000 semi-annually on the preferred stock of McLean Midwest Corporation; 2.2 Interest and Fees All accrued interest and fees payable under the RBS Facility Agreement and the NatWest Facility Agreement shall notwithstanding any provision to the contrary contained therein, be due on the last Banking Day (as defined in the RBS Facility Agreement) of each calendar month, including, without prejudice to the generality of the foregoing: 2.2.1 interest payable in respect of the Overdraft and Short Term Advances Option contained in the RBS Facility Agreement; and 2.2.2 interest payable in respect of the Loan, Corporate Dealing Line, Overdraft and, if applicable, the Ancillaries (as defined therein) contained in the NatWest Facility Agreement. ________________________________________________________________________________ -2- 2.3 Mandatory Prepayment Upon the disposition of any assets of APW Ltd or any of its Subsidiaries or the occurrence of any of the other events listed in Clause 2.8(b) of the Multicurrency Agreement that results in a reduction in the Combined Commitments (as defined in the Multicurrency Agreement), the Combined Commitments shall, to the extent specified in such Clause 2.8(b), be reduced, in the manner set forth in the Intercreditor Agreement, RBS and NatWest are each hereby authorised to take such steps as are necessary to effect the resulting reduction in the UK Commitments (as defined in the Intercreditor Agreement). 2.4 The parties agree to be bound by the RBS Facility Agreement and the Natwest Facility Agreement, each as amended. 3 CONDITIONS PRECEDENT AND SUBSEQUENT TO THIS AMENDMENT AND RESTATEMENT AGREEMENT 3.1 This Agreement shall become effective once RBS, for itself and on behalf of Natwest, has received both (a) the Second Amendment Agreement duly executed, dated the date hereof, in form and substance satisfactory to RBS, such Second Amendment Agreement being conditional at that stage only on receipt of this Agreement by the Administrative Agent (as defined therein) and (b) an amendment to the First Tranche Warrant Certificate and a Second Tranche Warrant Certificate in the form attached as Exhibit B and C to the Second Amendment Agreement giving RBS (on behalf of itself and NatWest) such rights in respect of additional shares in APW Ltd as may be agreed between APW Ltd, the Agent under the Muticurrency Agreement and RBS. 3.2 It shall be a condition subsequent to this Agreement that RBS shall have received in a form and substance satisfactory to it within 15 days of the date of this Agreement, a copy, certified as true and up to date copy by the Secretary of each UK Obligor, of a resolution of the board of directors of such UK Obligor approving the execution and delivery of this Agreement and the performance of its obligations hereunder and authorising a person or persons (specified by name) on behalf of each UK Obligor to sign and deliver this Agreement and any other documents to be delivered by it pursuant thereto. 4 GENERAL 4.1 The Borrowers hereby undertake that the Representations and Warranties set out in Clause 12 of the RBS Facility Agreement are true and accurate as of the date of this Agreement and represent and warrant to each of RBS and Natwest in the same terms as the representations and warranties contained in Clause 3 of the Second Amendment Agreement. 4.2 RBS and Natwest shall each be paid an amendment fee of 10 basis points on their Commitment under the Multicurrency Agreement and their commitments under the RBS Facility Agreement and the Natwest Facility Agreement on the date on which the amendment fee is payable to each Bank (as defined therein) in accordance with Section 1.10 of the Second Amendment Agreement. 4.3 All other terms and conditions of the Facility Agreement remain unchanged, save that the creation of the security evidenced by the Collateral Documents and all other security created in favour of the Security Trustee and the Bank is expressly permitted. ________________________________________________________________________________ -3- 4.4 A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement. 4.5 The Borrowers shall on demand reimburse RBS and Natwest all reasonable costs including fees, costs and expenses (including legal fees and expenses) incurred in or in connection with the negotiation and execution of the Agreement shall pay all stamp, registration and other taxes to which any such document is, or at any time may be, subject and shall indemnify RBS and Natwest against any liabilities, expenses, costs or claims resulting from any failure to pay, or any delay in paying, such tax. 4.6 For the avoidance of doubt, this Agreement shall constitute a UK Finance Document (as defined in the RBS Facility and NatWest Facility). 4.7 This Agreement shall be governed by and construed in accordance with the laws of England and the parties hereto submit to the jurisdiction of the English courts. ________________________________________________________________________________ -4- Schedule Company Registered Number Registered Office APW Enclosure Products & Systems 3618668 Electron Way, Chandlers Ford, Eastleigh, Limited Hampshire, SO53 4ZR APW Enclosure Systems (UK) Limited 962534 Electron Way, Chandlers Ford, Eastleigh, Hampshire, SO53 4ZR APW Investments UK Limited 2873016 Electron Way, Chandlers Ford, Eastleigh, Hampshire, SO53 4ZR APW Holdings (UK) Limited 2894364 Electron Way, Chandlers Ford, Eastleigh, Hampshire, SO53 4ZR Rubicon Finance Limited 2868702 Electron Way, Chandlers Ford, Eastleigh, Hampshire, SO53 4ZR APW Holdings (Europe) Limited 2868712 Electron Way, Chandlers Ford, Eastleigh, Hampshire, SO53 4ZR APW Electronics Group plc 02889677 Electron Way, Chandlers Ford, Eastleigh, Hampshire, SO53 4ZR APW Electronics Overseas Investments 02889679 Electron Way, Chandlers Ford, Eastleigh, Limited Hampshire, SO53 4ZR APW Electronics Limited 00701364 Electron Way, Chandlers Ford, Eastleigh, Hampshire, SO53 4ZR APW Power Supplies Limited 02037578 Narrow Quay House, Narrow Quay, Bristol, BS1 4AH Applied Power Limited 03528602 Electron Way, Chandlers Ford, Eastleigh, Hampshire, SO53 4ZR APW Enclosure Systems Holdings 03618666 Electron Way, Chandlers Ford, Eastleigh, Limited Hampshire, SO53 4ZR APW Enclosure Systems plc 98900 Electron Way, Chandlers Ford, Eastleigh, Hampshire, SO53 4ZR APW Galway Limited 67768 Ballybrit Business Park, Ballybrit, Galway, Republic of Ireland APW New Forest Limited 1357306 Electron Way, Chandlers Ford, Eastleigh, Hampshire, SO53 4ZR ________________________________________________________________________________ -5- SIGNED FOR AND ON BEHALF OF:- THE ROYAL BANK OF SCOTLAND plc By: /s/ Ian Roberts Ian Roberts Manager, Specialised Lending Services SIGNED FOR AND ON BEHALF OF:- NATIONAL WESTMINSTER BANK PLC By: /s/ Ian Roberts Ian Roberts Manager, Specialised Lending Services THE RBS BORROWERS APW ELECTRONICS GROUP PLC By: /s/ Todd A. Adams Todd A. Adams APW ELECTRONICS OVERSEAS INVESTMENTS LIMITED By: /s/ Todd A. Adams Todd A. Adams APW ELECTRONICS LIMITED By: /s/ Todd A. Adams Todd A. Adams APW ENCLOSURES AB By: APW ELECTRONICS GmbH By: /s/ John Stephenson Geschaftsfuhrer ________________________________________________________________________________ -6- SIGNED FOR AND ON BEHALF OF:- THE ROYAL BANK OF SCOTLAND plc By: SIGNED FOR AND ON BEHALF OF:- NATIONAL WESTMINSTER BANK PLC By: THE RBS BORROWERS APW ELECTRONICS GROUP PLC By: /s/ Samantha Kirby Samantha Kirby Company Secretary APW ELECTRONICS OVERSEAS INVESTMENTS LIMITED By: /s/ Samantha Kirby Samantha Kirby Company Secretary APW ELECTRONICS LIMITED By: /s/ Samantha Kirby Samantha Kirby Company Secretary APW ENCLOSURES AB By: /s/ Richard D. Carroll Richard D. Carroll APW ELECTRONICS GmbH By: /s/ Richard D. Carroll Richard D. Carroll ________________________________________________________________________________ -7- VERO ELECTRONICS INC. By: /s/ Richard D. Carroll Richard D. Carroll APW ENCLOSURES S.A. By: /s/ Richard D. Carroll Richard D. Carroll APW ELECTRONICS S.r. L By: /s/ Richard D. Carroll Richard D. Carroll THE NATWEST BORROWERS APW ENCLOSURE SYSTEMS PLC By: /s/ Todd A. Adams Todd A. Adams APW ENCLOSURE PRODUCTS & SYSTEMS LIMITED By: /s/ Todd A. Adams Todd A. Adams APW ENCLOSURE SYSTEMS (UK) LIMITED By: /s/ Todd A. Adams Todd A. Adams APW INVESTMENTS UK LIMITED By: /s/ Todd A. Adams Todd A. Adams APW HOLDINGS (UK) LIMITED By: /s/ Todd A. Adams Todd A. Adams ________________________________________________________________________________ -8- VERO ELECTRONICS INC. By: APW ENCLOSURES S.A. By: APW ELECTRONICS S.r. L By: THE NATWEST BORROWERS APW ENCLOSURE SYSTEMS PLC By: /s/ Samantha Kirby Samantha Kirby Company Secretary APW ENCLOSURE PRODUCTS & SYSTEMS LIMITED By: /s/ Samantha Kirby Samantha Kirby Company Secretary APW ENCLOSURE SYSTEMS (UK) LIMITED By: /s/ Samantha Kirby Samantha Kirby Company Secretary APW INVESTMENTS UK LIMITED By: /s/ Samantha Kirby Samantha Kirby Company Secretary APW HOLDINGS (UK) LIMITED By: /s/ Samantha Kirby Samantha Kirby Company Secretary ________________________________________________________________________________ -9- RUBICON FINANCE LIMITED By: /s/ Todd A. Adams Todd A. Adams APW HOLDINGS (EUROPE) LIMITED By: /s/ Todd A. Adams Todd A. Adams APW ELECTRONICS GROUP PLC By: /s/ Todd A. Adams Todd A. Adams APW ELECTRONICS OVERSEAS INVESTMENTS LIMITED By: /s/ Todd A. Adams Todd A. Adams APW ELECTRONICS LIMITED By: /s/ Todd A. Adams Todd A. Adams APW POWER SUPPLIES LIMITED By: /s/ Richard D. Carroll Richard D. Carroll APPLIED POWER LIMITED ________________________________________________________________________________ -10- RUBICON FINANCE LIMITED By: /s/ Samantha Kirby Samantha Kirby Company Secretary APW HOLDINGS (EUROPE) LIMITED By: /s/ Samantha Kirby Samantha Kirby Company Secretary APW ELECTRONICS GROUP PLC By: /s/ Samantha Kirby Samantha Kirby Company Secretary APW ELECTRONICS OVERSEAS INVESTMENTS LIMITED By: /s/ Samantha Kirby Samantha Kirby Company Secretary APW ELECTRONICS LIMITED By: /s/ Samantha Kirby Samantha Kirby Company Secretary APW POWER SUPPLIES LIMITED By: /s/ Jesper Bilde Jesper Bilde APPLIED POWER LIMITED ________________________________________________________________________________ -11- RUBICON FINANCE LIMITED By: APW HOLDINGS (EUROPE) LIMITED By: APW ELECTRONICS GROUP PLC By: APW ELECTRONICS OVERSEAS INVESTMENTS LIMITED By: APW ELECTRONICS LIMITED By: /s/ [illegible in original] Company Secretary For and on Behalf of Quayseco Limited APW POWER SUPPLIES LIMITED By: APPLIED POWER LIMITED ________________________________________________________________________________ -12- By: /s/ Todd A. Adams Todd A. Adams APW ENCLOSURE SYSTEMS HOLDINGS LIMITED By: /s/ Todd A. Adams Todd A. Adams APW GALWAY LIMITED By: APW NEW FOREST LIMITED By: /s/ Todd A. Adams Todd A. Adams ________________________________________________________________________________ -13- By: /s/ Samantha Kirby Samantha Kirby Company Secretary APW ENCLOSURE SYSTEMS HOLDINGS LIMITED By: /s/ Samantha Kirby Samantha Kirby Company Secretary APW GALWAY LIMITED By: /s/ Samantha Kirby Samantha Kirby Company Secretary APW NEW FOREST LIMITED By: /s/ Samantha Kirby Samantha Kirby Company Secretary ________________________________________________________________________________ -14- AGREEMENT AND CONSENT --------------------- The undersigned Guarantors hereby agree and consent, as at the date and year first above written, to the terms and provisions of the foregoing amendment Agreement, and agree that the guarantee documents and facility agreements executed by the undersigned Guarantors shall remain in full force and effect notwithstanding the provisions of the foregoing amendment Agreement. Wrightline Limited By: /s/ P.L. Harricote P.L. Harricote Director Applied Power Limited By: /s/ Todd A. Adams Todd A. Adams APW Electronics Limited By: /s/ Todd A. Adams Todd A. Adams APW Electronics Overseas Investments Limited By: /s/ Todd A. Adams Todd A. Adams APW Enclosure Products and Systems Limited By: /s/ Todd A. Adams Todd A. Adams ________________________________________________________________________________ -15- AGREEMENT AND CONSENT --------------------- The undersigned Guarantors hereby agree and consent, as at the date and year first above written, to the terms and provisions of the foregoing amendment Agreement, and agree that the guarantee documents and facility agreements executed by the undersigned Guarantors shall remain in full force and effect notwithstanding the provisions of the foregoing amendment Agreement. Wrightline Limited By: /s/ Richard D. Carroll Richard D. Carroll Applied Power Limited By: /s/ Samantha Kirby Samantha Kirby Company Secretary APW Electronics Limited By: /s/ Samantha Kirby Samantha Kirby Company Secretary APW Electronics Overseas Investments Limited By: /s/ Samantha Kirby Samantha Kirby Company Secretary APW Enclosure Products and Systems Limited By: /s/ Samantha Kirby Samantha Kirby Company Secretary ________________________________________________________________________________ -16- APW Enclosure Systems (UK) Limited By: /s/ Todd A. Adams Todd A. Adams APW Enclosure Systems Holdings Limited By: /s/ Todd A. Adams Todd A. Adams APW Enclosure Systems plc By: /s/ Todd A. Adams Todd A. Adams APW Holdings (Europe) Limited By: /s/ Todd A. Adams Todd A. Adams APW Holdings (UK) Limited By: /s/ Todd A. Adams Todd A. Adams APW Investments UK Limited By: /s/ Todd A. Adams Todd A. Adams APW New Forest Ltd By: /s/ Todd A. Adams Todd A. Adams - -------------------------------------------------------------------------------- -17- APW Enclosure Systems (UK) Limited By: /s/ Samantha Kirby Samantha Kirby Company Secretary APW Enclosure Systems Holdings Limited By: /s/ Samantha Kirby Samantha Kirby Company Secretary APW Enclosure Systems plc By: /s/ Samantha Kirby Samantha Kirby Company Secretary APW Holdings (Europe) Limited By: /s/ Samantha Kirby Samantha Kirby Company Secretary APW Holdings (UK) Limited By: /s/ Samantha Kirby Samantha Kirby Company Secretary APW Investments UK Limited By: /s/ Samantha Kirby Samantha Kirby Company Secretary APW New Forest Ltd By: /s/ Samantha Kirby Samantha Kirby Company Secretary - -------------------------------------------------------------------------------- -18- High Speed Production (Holdings) Limited By: /s/ Todd A. Adams Todd A. Adams Rubicon Finance Limited By: /s/ Todd A. Adams Todd A. Adams APW Power Supplies Ltd By: /s/ Richard D. Carroll Richard D. Carroll APW Electronics Group Plc By: /s/ Todd A. Adams Todd A. Adams Towerflame Limited By: /s/ Richard D. Carroll Richard D. Carroll Air Cargo Equipment (UK) Limited By: /s/ Richard D. Carroll Richard D. Carroll APW Finance Limited By: /s/ Richard D. Carroll Richard D. Carroll - -------------------------------------------------------------------------------- -19- High Speed Production (Holdings) Limited By: /s/ Samantha Kirby Samantha Kirby Company Secretary Rubicon Finance Limited By: /s/ Samantha Kirby Samantha Kirby Company Secretary APW Power Supplies Ltd By: /s/ [illegible in original] Company Secretary For and on Behalf of Quayseco Limited APW Electronics Group Plc By: /s/ Samantha Kirby Samantha Kirby Company Secretary Towerflame Limited By: Air Cargo Equipment (UK) Limited By: APW Finance Limited By: - -------------------------------------------------------------------------------- -20- Zero McLean Europe Ltd By: Zero Cases Europe Ltd By: McLean Europe Ltd By: East Anglian Metal Merchants Ltd By: /s/ Samantha Kirby Samantha Kirby Company Secretary Electroncis Packaging Ltd By: /s/ Samantha Kirby Samantha Kirby Company Secretary VERO Connectors Ltd By: /s/ Samantha Kirby Samantha Kirby Company Secretary VERO Electroncis (Exports) Ltd By: /s/ Samantha Kirby Samantha Kirby Company Secretary - -------------------------------------------------------------------------------- -21- Zero McLean Europe Ltd By: /s/ Richard D. Carroll Richard D. Carroll Zero Cases Europe Ltd By: /s/ Richard D. Carroll Richard D. Carroll McLean Europe Ltd By: /s/ Richard D. Carroll Richard D. Carroll East Anglian Metal Merchants Ltd By: /s/ Todd A. Adams Todd A. Adams Electroncis Packaging Ltd By: /s/ Todd A. Adams Todd A. Adams VERO Connectors Ltd By: /s/ Todd A. Adams Todd A. Adams VERO Electroncis (Exports) Ltd By: /s/ Todd A. Adams Todd A. Adams - -------------------------------------------------------------------------------- -22- VERO Circuitboards Ltd By: /s/ Todd A. Adams Todd A. Adams Imhof-Bedco Ltd By: /s/ Todd A. Adams Todd A. Adams Imhof-Bedco Standard Products Ltd By: /s/ Todd A. Adams Todd A. Adams Imhof-Bedco Special Products Ltd By: /s/ Todd A. Adams Todd A. Adams Instant Finishers Ltd By: /s/ Todd A. Adams Todd A. Adams Malcoe Enclosures Ltd By: /s/ Todd A. Adams Todd A. Adams Malcoe Security Products Ltd By: /s/ Todd A. Adams Todd A. Adams - -------------------------------------------------------------------------------- -23- VERO Circuitboards Ltd By: /s/ Samantha Kirby Samantha Kirby Company Secretary Imhof-Bedco Ltd By: /s/ Samantha Kirby Samantha Kirby Company Secretary Imhof-Bedco Standard Products Ltd By: /s/ Samantha Kirby Samantha Kirby Company Secretary Imhof-Bedco Special Products Ltd By: /s/ Samantha Kirby Samantha Kirby Company Secretary Instant Finishers Ltd By: /s/ Samantha Kirby Samantha Kirby Company Secretary Malcoe Enclosures Ltd By: /s/ Samantha Kirby Samantha Kirby Company Secretary Malcoe Security Products Ltd By: /s/ Samantha Kirby Samantha Kirby Company Secretary - -------------------------------------------------------------------------------- -24- Malcoe Telecommunications Ltd By: /s/ Todd A. Adams Todd A. Adams Beeley Wood Holdings Ltd By: /s/ Todd A. Adams Todd A. Adams HSP Sheffield Ltd By: /s/ Todd A. Adams Todd A. Adams High Speed Production (Scotland) Ltd By: /s/ Todd A. Adams Todd A. Adams HSP Strathclyde Ltd By: /s/ Todd A. Adams Todd A. Adams - -------------------------------------------------------------------------------- -25- Malcoe Telecommunications Ltd By: /s/ Samantha Kirby Samantha Kirby Company Secretary Beeley Wood Holdings Ltd By: /s/ Samantha Kirby Samantha Kirby Company Secretary HSP Sheffield Ltd By: /s/ Samantha Kirby Samantha Kirby Company Secretary High Speed Production (Scotland) Ltd By: /s/ Samantha Kirby Samantha Kirby Company Secretary HSP Strathclyde Ltd By: /s/ Samantha Kirby Samantha Kirby Company Secretary - -------------------------------------------------------------------------------- -26-