Exhibit 2.1

UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK

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In re :

VERO ELECTRONICS INC. and : Chapter 11
APW LTD., Case No. 02-12334 (PCB)
:
Debtors. (Jointly Administered)
:
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AMENDED AND RESTATED JOINT PLAN OF
REORGANIZATION OF VERO ELECTRONICS INC.
AND APW LTD. UNDER CHAPTER 11 OF THE BANKRUPTCY CODE

Vero Electronics Inc. and APW Ltd., as debtors, propose the following chapter 11
plan of reorganization pursuant to section 1121(a) of title 11, United States
Code:

I. Introduction

A. Plan Defined Terms. Unless the context otherwise requires, the terms
specified below have the following meanings (such meanings to be applicable
equally to both the singular and plural):

1. Agent Banks means the Administrative Agents under the Multicurrency
Credit Facility and the U.K. Credit Facility.

2. Allowed Administrative Expense, Allowed Claim, or Allowed Equity
Interest means an administrative expense, claim, or equity interest, as the case
may be, that is allowed or deemed allowed pursuant to the Plan or sections
502, 503, or 1111 of the Bankruptcy Code.

3. APW means APW Ltd., a Bermuda company.

4. APW Common Shares means the authorized common shares that will be issued
by Reorganized APW.

5. APW Distribution Pool shall have the meaning set forth in Section
III.N.5 of the Plan.

6. AWP means AWP Ltd., a newly formed Bermuda company, which shall be
deemed a successor of APW. On or as promptly as possible subsequent to the
Effective Date, Old APW shall change its name, and AWP will change its name to
"APW Ltd."

7. AWP Transactions means the transfer of all of the assets of APW to AWP,
as successor-in-interest, including the right to the use of the name "APW Ltd.,"
and the assumption of all obligations of APW by AWP, which are to be incurred or
assumed (and not otherwise discharged) pursuant to the terms of the Plan. This
transaction will only occur subject to the approval of the JPLs and the approval
of the Bermuda Court, if required.

8. Bankruptcy Code means title 11 of the United States Code, as amended
from time to time, as applicable to the Reorganization Cases.

9. Bankruptcy Rules means the Federal Rules of Bankruptcy Procedure, as
amended from time to time, as applicable to the Reorganization Cases, including
the Local Rules of the Court.

10. Bermuda Court means the Supreme Court of Bermuda.

11. Bermuda Proceeding means the proceeding that was commenced on May 30,
2002, pursuant to the Companies Act 1981, with respect to APW in the Bermuda
Court in connection with a winding-up petition.

12. Business Day means any day on which commercial banks are open for
business, and not authorized to close, in the City of New York.

13. Class 5 Initial Distribution Date means eighty (80)days after the
Effective Date or as soon thereafter as is practicable, taking into account any
estimations of class 5 claims falling within class 5 that may be required in
order to calculate distributions.

14. Commencement Date means the date on which the Debtors commence the
Reorganization Cases.

15. Committee means any committee appointed in the Reorganization Cases
pursuant to section 1102 of the Bankruptcy Code.

16. Confirmation Hearing means the hearing held by the Bankruptcy Court to
consider confirmation of the Plan pursuant to section 1129 of the Bankruptcy
Code; as such hearing may be adjourned or continued from time to time.

17. Confirmation Order means the order of the Bankruptcy Court confirming
the Plan pursuant to section 1129 of the Bankruptcy Code.

18. Court means (a) the United States District Court for the Southern
District of New York having jurisdiction over the Reorganization Cases, (b) to
the extent of any reference made pursuant to section 157 of title 28 of the
United States Code, the unit of such District Court pursuant to section 151 of
title 28 of the United States Code, and (c) any other court having jurisdiction
over the Reorganization Cases.

19. Debtors means APW and Vero.

20. Debtors in Possession means the Debtors in their capacity as debtors in
possession in the Reorganization Cases pursuant to sections 1101, 1107(a) and
1108 of the Bankruptcy Code.

21. DIP Facility means any working capital facilities that the Debtors, as
Debtors in Possession enter into during the Reorganization cases, as approved by
the Court, and any amendments, modifications or supplements thereof.

22. DIP Facility Warrants means any warrants to purchase up to 303,030 APW
Common Shares, representing up to 20% of the APW Common Shares, on a fully
diluted basis, having an exercise period of three (3) years, and an exercise
price equal to $0.01 per share, that are issued pursuant to the terms of the DIP
Facility. Pursuant to the DIP Facility, an additional commitment fee of $30,303
is owed by APW, which will be deemed a prepayment of the exercise price in
respect of the DIP Facility Warrants. As a result of the deemed prepayment
discussed above, no additional cash payment will be required from the holders
thereof in connection with the exercise of the DIP Facility Warrants.

23. Disputed Administrative Expense, Disputed Claim, or Disputed Equity
Interest means any administrative expense, claim, or equity interest (a) to the
extent neither allowed nor disallowed pursuant to the Plan or a Final Order nor
deemed allowed pursuant to the Plan or sections 502, 503, or 1111 of the
Bankruptcy Code or (b) for which a proof of claim or interest or (in the case of
an administrative expense) a motion for payment has been filed with the Court,
to the extent that any party in interest has interposed a timely objection or
request for estimation in accordance with the Plan, the Bankruptcy Code, and the
Bankruptcy Rules, which objection or request for estimation has not been
withdrawn or determined by a Final Order.

24. Distribution Pool means the APW Distribution Pool or the Vero
Distribution Pool, as applicable.

25. Effective Date means the first Business Day on which each condition
specified in Section IV.B of the Plan shall have been satisfied or waived.

26. Existing Lender Warrants means the warrants to purchase Old APW Common
Shares issued to the Senior Lenders prior to the Commencement Date.

27. Final Order means an order of the Court that is in effect and is not
stayed, and as to which the time to appeal, petition for certiorari, or move for
reargument or rehearing has expired and as to which no appeal, petition for
certiorari, or other proceedings for reargument or rehearing shall then be
pending or as to which any right to appeal, petition for certiorari, reargue, or
rehear shall have been waived in writing in form and substance satisfactory to
the Debtors or, in the event that an appeal, writ of certiorari, or reargument
or rehearing thereof has been sought, such order of the Court shall have been
determined by the highest court to which such order was appealed, or certiorari,
reargument or rehearing shall have been denied and the time to take any further
appeal, petition for

certiorari or move for reargument or rehearing shall have expired; provided,
however, that the possibility that a motion under Rule 59 or Rule 60 of the
Federal Rules of Civil Procedure, or any analogous Bankruptcy Rule or applicable
state court rule of civil procedure, may be filed with respect to such order
shall not prevent such order from being a Final Order.

28. General Unsecured Claim means any claim other than a Senior Credit
Facilities Secured Claim, Administrative Expense Claim, Priority Tax Claim,
Priority Non-Tax Claim, other Intercompany Claim, or Securities Litigation
Claim. General Unsecured Claims include Senior Credit Facilities Deficiency
Claims.

29. Intercompany Claim means any claim against either of the Debtors held
by an affiliate of such Debtor.

30. Intercreditor Agreement means the agreement by and among the holders of
the New Secured Notes (or their agent) and the lenders party to the New Working
Capital Facility pursuant to which the liens and claims relating to the New
Secured Notes will be subordinated in priority to the liens and claims under the
New Working Capital Facility in the assets of APW and its direct and indirect
subsidiaries. The Intercreditor Agreement will be filed as part of a Plan
Supplement.

31. Joint Provisional Liquidators means Malcolm L. Butterfield of KPMG,
Bermuda and Philip W. Wallace of KPMG, London, England who were appointed on May
30, 2002 by the Bermuda Court in connection with the Bermuda Proceeding, and any
successors thereto.

32. Lease Guaranty Claim means any claim arising from the guaranty by APW
of a lease of any one of its affiliates other than a guaranty relating to a
lease that is set forth on Exhibit C to the Plan.

33. Majority Lenders means holders of a majority in amount of Class 2
claims.

34. Multicurrency Credit Facility means (a) that certain Amended and
Restated Multicurrency Credit Agreement, dated as of May 15, 2001, as amended,
among APW, as borrower, Bank of America, National Association, as Administrative
Agent, Bank One, NA, as Syndication Agent, JP Morgan Chase Bank, as
Documentation Agent, and the financial institutions party thereto, guaranteed by
Vero among others, and (b) all notes, guaranties, pledges, and other agreements
and documents given or issued pursuant thereto or in connection therewith.

35. New Memorandum of Association means the Memorandum of Association of
AWP (and after the Effective Date, Reorganized APW), substantially in the form
of which will be filed as part of a Plan Supplement.

36. New Bye-Laws means the Bye-Laws of AWP (and after the effective date,
Reorganized APW), substantially in the form of which will be filed as part of a
Plan Supplement.

37. New Management Option Plan means a plan for the issuance to certain of
the key employees of the Reorganized APW and its direct and indirect
subsidiaries, to be adopted by the Board of Directors of the Reorganized APW,
and certain of its affiliates, as determined by such Board, generally having the
benchmarks and targets and, subject to the other terms and conditions set forth
in a Plan Supplement, of options to purchase or the opportunity for such key
employees to purchase 151,515 APW Common Shares or 10% of the APW Common Shares,
on a fully diluted basis.

38. New Secured Loan Agreement means the agreement to be entered into by
Reorganized APW, the lenders and other financial institutions and parties
thereto and the financial institution acting as agent, and guaranteed by certain
of Reorganized APW's affiliates, effective as of the Effective Date, providing
for the issuance by Reorganized APW of the New Secured Notes, containing terms
and conditions generally consistent with those set forth in Exhibit A to the
Plan and as may be more fully set forth in a Plan Supplement, and all ancillary
agreements, documents, and instruments to be issued or given in connection
therewith. The New Secured Loan Agreement will be an amendment and restatement
or a replacement of the Senior Credit Facilities.

39. New Secured Notes means the $100,000,000 principal amount of secured
notes to be issued on the Effective Date by Reorganized APW pursuant to the New
Secured Loan Agreement and guaranteed by certain of Reorganized APW's
affiliates, on the terms and conditions generally consistent with those set
forth in Exhibit A to the Plan and as may be more fully set forth in a Plan
Supplement. The New Secured Notes will be in exchange for the Senior Credit
Facilities Secured Claim.

40. New Warrants means warrants to be distributed to holders of allowed
equity interests of APW pursuant to Section II.D.8.a of the Plan, to purchase up
to 60,606 APW Common Shares, representing 4% of the APW Common Shares, on a
fully diluted equity basis, having an exercise period of seven (7) years, and an
exercise price equal to the amount obtained by dividing (a) the aggregate amount
of Senior Credit Facilities Secured Claims and the Senior Credit Facilities
Deficiency Claims less $100 million by (b) the total outstanding APW Common
Shares (assuming exercise of all DIP Facility Warrants), issued pursuant to a
warrant agreement to be filed as part of a Plan Supplement and having the terms
and conditions set forth therein.

41. New Working Capital Facility means the revolving credit facility to be
obtained by Reorganized APW on the Effective Date, having principal terms and
conditions no less favorable to Reorganized APW than those set forth in Exhibit
B to the Plan, and all ancillary agreements, documents, and instruments to be
issued or given in connection therewith or, if the Debtors are unable to obtain
such revolving credit facility, the Exit Facility (as defined in the DIP
Facility).

42. Old APW means APW, on or after the Effective Date, after giving effect
to the AWP Transactions. On or as promptly as possible subsequent to the
Effective Date, Old APW shall change its name.

43. Old APW Common Shares means the existing common shares of APW (and,
after the Effective Date, Old APW) and does not include the APW Common Shares.

44. Other Secured Claim means any Allowed Claim, any claim that is
disallowed only pursuant to sections 502(b)(5) or 502(e) of the Bankruptcy Code,
or that is not an allowed secured claim only because of the failure of the
entity to file a proof of claim for such claim, in each case, which claim is
secured by a lien (that is not subject to avoidance or otherwise invalid) on
property of a Debtor's estate to the extent it is a secured claim as determined
in accordance with section 506(a) of the Bankruptcy Code, or, in the event that
such claim is subject to permissible setoff under section 553 of the Bankruptcy
Code, to the extent of such permissible setoff; provided that to the extent the
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amount of such an Allowed Claim exceeds the value of the property securing such
claim or the permissible setoff, such amount shall be a General Unsecured Claim;
provided further that a Secured Credit Facilities Secured Claim is not an Other
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Secured Claim.

45. Plan means this chapter 11 plan of reorganization, either in its
present form or as it may be altered, amended, or modified from time to time in
accordance with the terms and conditions hereof.

46. Plan Supplements means the form of documents specified in Section V.C
of the Plan.

47. Priority Tax Claim means any unsecured claim held by a governmental
unit entitled to a priority in right of payment under section 507(a)(8) of the
Bankruptcy Code, whether or not such claim is listed on the Schedules or
evidenced by a filed proof of claim.

48. Priority Non-Tax Claim means any claim, other than an Administrative
Expense Claim or a Priority Tax Claim, entitled to priority in right of payment
under section 507(a) of the Bankruptcy Code, whether or not such claim is listed
on the Schedules or evidenced by a filed proof of claim.

49. Pro Rata Share means (i) with respect to any claim, a proportionate
share, so that the ratio of the consideration distributed on account of an
Allowed Claim in a class is the same as the ratio such claim bears to the total
amount of all Allowed Claims (plus Disputed Claims until disallowed) in such
class, and (ii) with respect to any equity interest, a proportionate share, so
that the ratio of the consideration distributed on account of an Allowed Equity
Interest in a class of equity interests to the amount of such Allowed Equity
Interest is the same as the ratio of the consideration distributed on account of
all Allowed Equity Interests in such class and reserved for distribution on
account of all Disputed Equity Interests in such class to the amount of all
allowed and Disputed Equity Interests in such class.

50. Record Date means the day that is five Business Days after the date the
Court enters the Confirmation Order.

51. Reorganization Cases means the chapter 11 cases of the Debtors.

52. Reorganized APW means AWP, on and after the Effective Date.

53. Reorganized Debtor means either of Vero, Reorganized APW, or any
successor to either of the Debtors, on and after the Effective Date.

54. Reorganized Vero means Vero, on and after the Effective Date.

55. Schedules means the schedules of assets and liabilities, statements of
financial affairs, and lists of holders of claims and equity interests filed by
the Debtors as required by section 521 of the Bankruptcy Code and Bankruptcy
Rule 1007, including any amendments and supplements thereto.

56. Securities Litigation Claim means any claim against either of the
Debtors, under applicable federal or state law, whether or not such claim is
listed on the Schedules or evidenced by a filed proof of claim, whether or not
the subject of an existing lawsuit, arising from or seeking the rescission of a
purchase or sale of a security of the Debtors or any affiliate of the Debtors,
for damages arising from the purchase or sale of such a security, or for
reimbursement, indemnification or contribution allowed under section 502 of the
Bankruptcy Code on account of such a claim.

57. Senior Credit Facilities means the Multicurrency Credit Facility and
the U.K. Credit Facility.

58. Senior Credit Facilities Deficiency Claim means any claim arising under
the Senior Credit Facilities to the extent that such claim is not a secured
claim as determined in accordance with section 506(a) of the Bankruptcy Code.
For purposes of this Plan, the Senior Credit Facilities Deficiency Claims are
hereby allowed as General Unsecured Claims in the aggregate amount of $460
million (or such other amount as may be determined by the Bankruptcy Court).

59. Senior Credit Facilities Secured Claim means any claim arising under
the Senior Credit Facilities to the extent such claim is a secured claim as
determined in accordance with section 506(a) of the Bankruptcy Code. For
purposes of this Plan, the Senior Credit Facilities Secured Claims are hereby
allowed as secured claims in the aggregate amount of not less than $225 million
(or such other amount as may be determined by the Bankruptcy Court).

60. Senior Lender means any of the parties to any of the Senior Credit
Facilities (other than the Debtors and their affiliates), including Bank of
America, as administrative agent.

61. Shareholders Agreement means an agreement by and among certain of
holders of the APW Common Shares issued pursuant to the Plan, and the DIP
Facility Warrants (but not the New Management Option Plan), containing the terms
and conditions set forth in Exhibit E to the Plan, a form of which will be filed
as part of a Plan Supplement.

62. Subsequent Distribution Date means the Business Day after the end of a
fiscal quarter after the fiscal quarter in which the Effective Date occurs and
the tenth Business Day after the end of each subsequent fiscal quarter.

63. Tax Rate means (i) as to the Internal Revenue Service, the interest
rate equal to the underpayment rate specified in 26 U.S.C. (S) 6621 (determined
without regard to 26 U.S.C. (S) 6621(c)) as of the Effective Date, and (ii) as
to all other taxing authorities, a fixed annual interest rate of eight percent
(8%).

64. U.K. Credit Facility means, collectively (a) that certain Agreement
dated October 24, 1995, as amended, by and among APW Electronics Group PLC
(formerly Vero Group PLC), certain affiliates thereof, and The Royal Bank of
Scotland, (b) that certain Multi-Line Facility Agreement dated April 20, 2000,
as amended, by and among APW Enclosure Products and Systems Limited, certain
affiliates thereof, and National Westminster Bank PLC, (c) Deed Constituting
Floating Rate Unsecured Loan Notes 2008, dated June 19, 1998, as amended, by
Applied Power Limited and National Westminster Bank PLC, (d) Deed Constituting
Floating Rate Unsecured Loan Notes 2003, dated October 13, 1998, as amended, by
APW Enclosure Systems Limited and National Westminster Bank PLC, and (e)
Counter-Indemnity Agreement, dated on or about May 25, 2001, by and among APW
and National Westminster Bank PLC, and (f) all notes, guaranties, pledges, and
other agreements and documents given or issued pursuant thereto or in connection
therewith.

65. Vero means Vero Electronics Inc., a New York corporation.

66. Vero Common Stock means the shares of common stock authorized to be
issued by Vero.

67. Vero Distribution Pool shall have the meaning set forth in Section
III.N.5 of the Plan.

B. Bankruptcy Code Terms. "Allowed," "case," "claims," "confirm,"
"confirmation," "debtor," "governmental unit," "impaired," and other capitalized
or uncapitalized terms defined (either explicitly or implicitly) in the
Bankruptcy Code are used herein with such defined meanings.

C. Other Terms. The words "herein," "hereof," "hereto," "hereunder," and
others of similar import refer to the Plan as a whole and not to any particular
section, subsection, or clause contained in the Plan.

D. All Exhibits to the Plan and the Plan Supplements are incorporated into
and are a part of the Plan as if set forth in full.

II. Classification and Treatment of Claims and Equity Interests

A. Summary. The categories of claims and interests listed below classify
allowed claims and allowed equity interests for all purposes, including voting,
confirmation, and distribution pursuant to the Plan. Except as otherwise
provided in the Plan or the order of the Court confirming the Plan, or required
by subsection 506(b) or section 1124 of the Bankruptcy Code, (i) allowed claims
do not include interest on such claims after the Commencement Date and (ii) any
postpetition interest that is payable in respect of a Priority Tax Claim shall
be calculated at the applicable Tax Rate. The chart set forth below is only
intended as a summary description of the treatment of the described claims and
interests. Sections 1I.B-D of the Plan control to the extent of any
inconsistency between the provisions thereof and said summary.

Class Treatment

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Unclassified Administrative Expenses Paid in full.

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Unclassified Priority Tax Claims At the Reorganized Debtors' option, paid
in full (a) on the later to occur of the
Effective Date or on such date as a
Priority Tax Claim is allowed, or (b) over
a period not to exceed six years from the
date of assessment, in equal annual
payments, plus interest. Priority Tax
Claims that are not due and payable, under
applicable non-bankruptcy law, as of the
Effective Date, shall survive confirmation.

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Class 1 Priority Non-Tax Claims Unimpaired. Paid in full.

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Class 2 Senior Credit Facilities Impaired. Distribution of (a) the New
Secured Claims Secured Notes and (b) 1,000,000 APW Shares
representing 100% of the APW Shares outstanding as
of the Effective Date.

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Class 3 Other Secured C1aims Unimpaired. At the option of the Debtors,
either (a) reinstated and rendered
unimpaired, including, without limitation,
retaining any permissible rights of setoff,
(b) receive cash in an amount equal to
such other secured claim, including any
interest required to be paid pursuant to
section 506(b) of the Bankruptcy Code, or
(c) receive the collateral securing such
claim and any interest required to be paid
pursuant to section 506(b) of the
Bankruptcy Code.

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Class 4 Lease Guaranty Claims Unimpaired. Reinstated.

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Class 5 General Unsecured Claims:

Subclass 5A: General Subclass 5A: Impaired. Distribution of
Unsecured Claims Against Pro Rata Share of $300,000 but in no
APW event to exceed 70% of the allowed claims.
The holders of the Senior Credit Facilities
Deficiency Claims (subclass 5A) will not
share in the distribution to other subclass
5A claims if such percentage is not exceeded.
Any amounts in excess of such percentage shall
be shared pro rata with the Senior Credit
Facilities Deficiency Claims as part of subclass
5A General Unsecured Claims.

Subclass 5B: General Subclass 5B: Impaired. Distribution of Pro Rata
Unsecured Claims Against Share of $200,000 but in no event to exceed 70%
Vero of the allowed claims. The holders of the Senior
Credit facilities Deficiency Claims (subclass 5B)
will not share in the distribution to other
subclass 5B claims if such percentage is not
exceeded. Any amounts in excess of such percentage
shall be shared pro rata with the Senior Credit
Facilities Deficiency Claims as part of subclass
5B General Unsecured Claims.

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Class 6 Intercompany Claims Unimpaired. Retain all legal, equitable
and contractual rights with respect to such
claims.
Subclass 6A:
Intercompany Claims
Against APW

Subclass 6B:
Intercompany Claims
Against Vero

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Class 7 Securities Litigation Impaired Deemed to Reject. Proceeds, if
Claims any, of the Debtors' directors' and
Officers' liability policy, subject
to the terms and conditions of such
policy.
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Class 8 Equity Interests

Subclass SA: Equity Subclass SA: Impaired/Deemed to Reject.
Interests in APW (other (a) New Warrants (representing the right
than Subclass SC) to purchase 60,606 APW Common
Shares) and (b) to retain existing
common shares in Old APW. Subsequent
to the Effective Date, Old APW shall
be dissolved, liquidated or wound-up
by the JPLs in connection with the
Bermuda Proceeding or otherwise
pursuant to applicable Bermuda law.

Subclass 8B: Equity Subclass 8B: Unimpaired. Retain equity
Interests in Vero interests.

Subclass 8C: Options and Subclass 8C: Impaired/Deemed to Reject.
Warrants to purchase No distribution.
Equity Interests in APW
(including the Existing
Lender Warrants)
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B. Administrative Expenses. Each allowed administrative expense shall be
paid in full, in cash, on the later of the Effective Date and the date on which
such administrative expense is allowed, or as soon thereafter as practicable,
except to the

extent that the applicable Reorganized Debtor and the holder of such allowed
administrative expense agree to a different treatment; provided, however, that
allowed administrative expenses representing obligations incurred in the
ordinary course of business by the Debtors in Possession, consistent with past
practice, or assumed by the Debtors in Possession shall be paid in full or
performed by the Reorganized Debtors in the ordinary course of business,
including liabilities arising under loans or advances to, or other obligations
incurred by, the Debtors in Possession which shall be paid in full and performed
by the Reorganized Debtors in the ordinary course of business in accordance with
the terms and subject to the conditions of any agreements governing, instruments
evidencing, other documents or applicable non-bankruptcy law relating to such
transactions or liabilities.

C. Priority Tax Claims. Each Priority Tax Claim which is Allowed on or
before the Effective Date shall be paid, at the sole option of the applicable
Reorganized Debtor, (a) in full, in cash, on the Effective Date (or, in the case
of Priority Tax Claims referenced in the next sentence, which are Allowed after
the Effective Date, on the date on which such Priority Tax Claim is Allowed), or
as soon thereafter as practicable, or (b) in equal annual cash payments in an
aggregate amount equal to such allowed Priority Tax Claim, together with
interest at the Tax Rate, over a period through the sixth anniversary of the
date of assessment of such allowed Priority Tax Claim, in each case except to
the extent that Reorganized APW and the holder of such allowed claim agree to a
different treatment. All Priority Tax Claims shall (i) survive confirmation of
the Plan, (ii) remain unaffected thereby (whether or not a proof of claim is
filed or whether or not a claim is listed on the Schedules) and (iii) not be
discharged, provided, however, that to the extent that such claims pertain to
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periods prior to the commencement of the Reorganized Cases, such claims may be
satisfied in the manner described in the previous sentence if and when Allowed.
Holders of Priority Tax Claims will not be required to file proofs of claim.

D. Classification, Treatment, and Voting. The allowed claims against and
equity interests in the Debtors shall be classified and receive the treatment
specified below. Each holder of an allowed claim or allowed equity interest in
an impaired class of claims or equity interests shall be entitled to vote
separately to accept or reject the Plan as provided in such order as is entered
by the Court establishing procedures with respect to the solicitation and
tabulation of votes to accept or reject the Plan, or any order or orders of the
Court.

1. Class 1: Priority Non-Tax Claims.

a. Classification. Class 1 consists of allowed claims entitled to
priority pursuant to subsection 507(a) of the Bankruptcy Code, other than
allowed administrative expenses and allowed Priority Tax Claims.

b. Treatment. On the later of the Effective Date and the date on which
such claim is allowed, or in each case as soon thereafter as is
practicable, each allowed claim in class 1 shall be paid in full, in cash,
except to the extent

that the applicable Reorganized Debtor and the holder of such allowed claim
agree to a different treatment. All Priority Non-Tax Claims which are
disputed, but not challenged or contested in the Bankruptcy Court, shall be
afforded the foregoing treatment, whether or not such claims are listed on
the Schedules or evidenced by a filed proof of claim. The allowance of
Priority Non-Tax Claims that are not so listed or filed shall be determined
in any administrative or judicial tribunal of appropriate jurisdiction, or
in accordance with any alternative dispute resolution or similar proceeding
as same may be approved by order of a court of competent jurisdiction.
Holders of Priority Non-Tax Claims will not be required to file proofs of
claim.

C. Voting. Class 1 is not impaired. Pursuant to section 1126(f) of the
Bankruptcy Code, the holders of claims in Class 1 are conclusively presumed
to have accepted the Plan.

2. Class 2: Senior Credit Facility Secured Claims.

a. Classification. Class 2 consists of all allowed claims arising
under the Senior Credit Facilities to the extent such claim is a secured
claim as determined in accordance with section 506(a) of the Bankruptcy
Code, including without limitation, the secured and guaranty claims of the
administrative agent, the other agents, and the lenders thereunder.

b. Treatment. On the Effective Date or as soon thereafter as
practicable, APW shall distribute to the Agent Banks, on behalf of the
agents and lenders under the Senior Credit Facilities, the (i) New Secured
Notes, and (ii) 1,000,000 APW Common Shares (representing 100% of APW
Common Shares outstanding as of the Effective Date).

c. Voting. Class 2 is impaired and the holders of allowed claims in
Class 2 are entitled to vote to accept or reject the Plan.

3. Class 3: Other Secured Claims.

a. Classification. Class 3 consists of all allowed secured claims
other than claims in Class 2 (Senior Credit Facilities Secured Claims).

b. Treatment. On the later of the Effective Date and the date on which
such claim is allowed, or in each case as soon thereafter as practicable,
each allowed claim in Class 3, at the sole option of the applicable
Reorganized Debtor, (i) be reinstated and rendered unimpaired in accordance
with section 1124 of the Bankruptcy Code, including any permissible right
of setoff, (ii) be paid cash in an amount equal to such other secured
claim, including any interest required to be paid pursuant to section
506(b) of the Bankruptcy Code, or (iii) be paid the collateral securing
such claim and any interest required to be paid pursuant to section 506(b)
of the Bankruptcy Code, except to the extent that the

Reorganized Debtor and the holder of such allowed claim agree to a
different treatment.

c. Voting. Class 3 is not impaired. Pursuant to section 1126(f) of the
Bankruptcy Code, the holders of claims in Class 3 are conclusively presumed
to have accepted the Plan.

d. Setoff Rights. To the extent that a creditor is a holder of an
allowed Class 3 claim as a result of any permissible setoff rights that it
may have in respect of a contingent or unliquidated claims then at such
time as the claim became non-contingent, liquidated and allowed either (i)
pursuant to a Final Order of the Court, or an equivalent Final Order of a
court of competent jurisdiction or (ii) by agreement with the applicable
Debtor or Reorganized Debtor, it shall provide an accounting to the
applicable Reorganized Debtor of the amount of such claim and shall
promptly pay to said Reorganized Debtor the balance, if any, of the amount
owed by it to said Reorganized Debtor that was not applied by it to satisfy
its allowed Class 3 claim.

4. Class 4: Lease Guaranty Claims.

a. Classification. Class 4 consists of all allowed Lease Guaranty
Claims.

b. Treatment. On the later of the Effective Date and the date on which
such claim is allowed, or in each case as soon thereafter as practicable,
each allowed claim in Class 4 shall be reinstated and rendered unimpaired
in accordance with section 1124 of the Bankruptcy Code, except to the
extent that the APW or Reorganized APW, as the case may be, and the holder
agree to a different treatment.

c. Voting. Class 4 is not impaired. Pursuant to section 1126(f) of the
Bankruptcy Code, the holders of claims in Class 4 are conclusively presumed
to have accepted the Plan.

5. Class 5: General Unsecured Claims.

a. Subclass 5A - APW General Unsecured Claims

i. Classification. Subclass 5A consists of all allowed unsecured
claims against APW not otherwise classified in the Plan, including, without
limitation, the Secured Credit Facilities Deficiency Claims.

its Pro Rata Share of $300,000, but in no event to exceed 70% of the
allowed claims. Notwithstanding anything contained herein to the contrary,
however, no holder for allowed claims in subclass 5A shall be paid more in
the aggregate, than 70% of the amount of its allowed claim. The holders of
the Senior Credit Facilities Deficiency Claims will not share in the
distribution to other subclass 5A claims (and therefore will not be
included as a subclass 5A claim for the purpose of making such
distribution) if such percentage is not exceeded. Any amounts, in the
aggregate, which exceed such percentage, shall be shared pro rata with
holders of the Senior Credit Facilities Deficiency Claim as part of the
subclass 5A General Unsecured Claim.

iii. Voting. Subclass 5A is impaired and the holders of allowed
claims in classes are entitled to vote to accept or reject the Plan.

b. Subclass 5B - Vero General Unsecured Claims

i. Classification. Subclass 5B consists of all allowed unsecured
claims against Vero not otherwise classified in the Plan, including,
without limitation, the Secured Credit Facilities deficiency claims.

ii. Treatment. On the later of the Effective Date and the date on
which such claim is allowed, or in each case as soon thereafter as
practicable, except to the extent that a holder of such claim agrees to
accept a lesser amount, each holder of an allowed claim in subclass 5B,
shall be paid cash in an amount to its Pro Rata Share of $200,000, but in
no event to exceed 70% of the allowed claims Notwithstanding anything
contained herein to the contrary, however, no holder for allowed claims in
subclass 5B shall be paid more in the aggregate, than 70% of the amount of
its allowed claim. The holders of the Senior Credit Facilities Deficiency
Claims will not share in the distribution to other subclass 5B claims (and
therefore will not be included as a subclass 5B claim for the purpose of
making such distribution) if such percentage is not exceeded. Any amounts,
in the aggregate, which exceed such percentage, shall be shared pro rata
with the holders of Senior Credit Facilities Deficiency Claims as part of
the subclass 5B General Unsecured Claim.

iii. Voting. Subclass 5B is impaired and the holders of allowed
claims in classes are entitled to vote to accept or reject the Plan.

6. Class 6: Intercompany Claims.

a. Classification. Class 6 consists of all allowed claims against the
Debtors held by any affiliates of the Debtors.

b. Treatment. On the later of the Effective Date and the date on which
such claim is allowed, or in each case as soon thereafter as practicable,
each allowed claim in Class 6 shall be reinstated and rendered unimpaired
in

accordance with section 1124 of the Bankruptcy Code, except to the extent
that the applicable Debtors or Reorganized Debtors, as the case may be, and
the holder agree to a different treatment.

c. Voting. Class 6 is not impaired. Pursuant to section 1126(f) of the
Bankruptcy Code, the holders of claims in class 6 are conclusively presumed
to have accepted the Plan.

7. Class 7 - Securities Litigation Claims

a. Classification. Class 7 consists of all securities litigation
claims.

b. Treatment. In accordance with section 510(b) of the Bankruptcy
Code, Class 7 claims shall be subordinated to all other claims. On the
later of the Effective Date and the date on which such claim is allowed, or
in each case as soon thereafter as practicable, each holder of an allowed
claim in class 7 shall receive such proceeds, if any, that may be under the
Debtors' directors' and officers' liability policy, subject to the terms
and conditions of such policy. Notwithstanding section 1141 of the
Bankruptcy Code, the discharge of the Securities Litigation Claims shall
not operate as an injunction against the prosecution of such claims against
APW to a final judgment for the limited purpose of enabling the holder of
an allowed Class 7 claim to recovery any such judgment against APW solely
from such proceeds, if any. In all other respects, the Debtors, the
Reorganized Debtors, Old APW and their respective properties are released
and discharged from any and all liabilities and obligations, if any, to
holders of Securities Litigation Claims. Nothing in the Plan, and the
Reorganized Debtors' and Old APW's release and discharge, if any, and all
obligations in respect of Securities Litigation Claims (a) will, or will be
deemed to, satisfy or release or discharge such claims against any
non-Debtor or non-Reorganized Debtor defendants or (b) enjoin the
prosecution of such claims against non-Debtor or non-Reorganized Debtor
defendants in accordance with applicable non-bankruptcy law. Any
Securities Litigation Claims, whether or not listed on the Schedules or
evidenced by a filed proof of claim, shall be determined and liquidated in
the administrative or judicial tribunal(s) in which it is pending on the
Effective Date or, if no action was pending on the Effective Date, in any
administrative or judicial tribunal of appropriate jurisdiction, or in
accordance with any alternative dispute resolution or similar proceeding as
same may be approved by order of a court of competent jurisdiction.

c. Voting. Subclass 7 is impaired and the holders of allowed claims in
classes are deemed to reject the Plan and not entitled to vote.

8. Class 8: Equity Interests.

a. Subclass 8A - APW Equity Interests

i. Classification. Subclass 8A consists of the allowed equity
interests evidenced by all the issued and outstanding common shares in APW,
as of the Commencement Date, other than options and warrants to purchase
common shares of APW classified as subclass 8C.

ii. Treatment. Holders of subclass 8A equity interests, as of the
Record Date, shall in exchange for their existing equity interests, receive
their Pro Rata Share of the New Warrants (representing the right to
purchase 60,606 APW Common Shares). In addition, holders of subclass 8A
equity interests shall retain their existing equity interests in Old APW,
which will be dissolved, liquidated or wound-up by the JPLs in connection
with the Bermuda Proceeding, or otherwise pursuant to applicable Bermuda
law.

iii. Voting. Subclass 8A is impaired and the holders of allowed
claims in classes are deemed to reject the Plan and are not entitled to
vote.

b. Subclass 8B - Vero Equity Interests

i. Classification. Subclass 8B consists of the allowed equity
interests evidenced by all the issued and outstanding Vero Common Stock.

ii. Treatment. The holder of subclass 8B equity interests shall
retain such interest.

iii. Voting. Subclass 8B is not impaired. Pursuant to section
1126(f) of the Bankruptcy Code, the holders of claims in subclass 8B are
conclusively presumed to have accepted the Plan.

c. Subclass 8C - Options and Warrants To Purchase Equity Interests in
APW

i. Classification. Subclass 8C consists of the allowed options and
warrants to purchase common shares in APW (including the Existing Lender
Warrants).

ii. Treatment. The holder of subclass 8C equity interests shall not
receive any distribution.

iii. Voting. Subclass 8C is impaired and the holders of allowed
claims are deemed to reject the Plan and are not entitled to vote.

E. Nonconsensual Confirmation. The Debtors request that the Court confirm
the Plan in accordance with section 1129(b) of the Bankruptcy Code.

III. Implementation of the Plan

A. Contribution/Merger/Dissolution of Corporate Entities and/or Related
Business Assets. On the Effective Date, subject to the requirements of
applicable Bermuda law in respect of APW and the Reorganized APW, the following
contributions, mergers and dissolutions may be effective and effectuated without
any further action by the stockholders or directors of any of the Debtors,
Reorganized Debtors or Old APW:

1. Any affiliate (or affiliate's business assets) of the Debtors may be
contributed, merged or amalgamated into or with APW, Vero, Reorganized APW,
Reorganized Vero, or any of their respective affiliates; and

2. Vero or Reorganized Vero may be dissolved.

B. Issuance of Equity Securities. Subject to the requirements of applicable
Bermuda law, as of the Effective Date, Reorganized APW shall (i) issue (a)
1,000,000 APW Common Shares representing 100% of the outstanding APW Common
Shares as of the Effective Date, (b) the DIP Facility Warrants and (c) the New
Warrants and (ii) be authorized to grant the options and share issuances under
the New Management Option Plan pursuant to the Plan and reserve APW Common
Shares underlying such options. On the Effective Date, or as soon thereafter as
is practicable, Reorganized APW shall execute and deliver all documents and
agreements that are necessary or appropriate to cause the issuance of such
securities.

C. AWP Transactions. Subject to the requirements of applicable Bermuda law
and such other laws as may be applicable and the approval of the JPLs and, if
required, of the Bermuda Court, as of the Effective Date, APW will transfer to
AWP all of APW's assets as a successor-in-interest, including the right to the
use of the name "APW Ltd.," and shall assume or incur all of the liabilities of
APW, after giving effect to this amended Plan, not otherwise discharged pursuant
thereto, including the indebtedness to be incurred or assumed under the New
Secured Loan Agreement and the New Working Capital Facility. It is contemplated
that concurrently with the consummation of the amended Plan, Old APW will change
its name, and AWP will change its name to "APW Ltd."

D. Dissolution/Liquidation/winding-up of Old APW. Subsequent to the
Effective Date, Old APW will be dissolved, liquidated or wound-up by the JPLs in
connection with the Bermuda Proceeding or otherwise pursuant to applicable
Bermuda law. Holders of subclass SA equity interests will retain their existing
equity interests in Old APW. It is not contemplated that such dissolution,
liquidation or winding-up will result in any additional distributions to such
holders on account of such equity interests.

E. Incurrence of New Indebtedness. Subject to the requirements of
applicable Bermuda law as to APW and Reorganized APW, on the Effective Date, the
Debtors and the Reorganized Debtors are authorized to incur or assume
indebtedness

under the New Secured Loan Agreement and New Working Capital Facility and to
execute and deliver all documents, agreements, and instruments acceptable to it,
and deliver all collateral, necessary or appropriate to effectuate the same.

F. Modification of Existing Agreements. On the Effective Date, except for
purposes of distributions under the Plan, the Senior Credit Facilities shall not
be released or discharged but modified or amended consistent with the provisions
of the Plan so that a portion of the Senior Credit Facilities shall be exchanged
for the New Secured Notes issued under the New Secured Loan Agreement. On the
Effective Date, all liens, security interests, and pledges securing the
obligations of the Debtors and their affiliates incurred pursuant to or in
connection with the Senior Credit Facilities shall not be released or discharged
but will be modified or amended consistent with the provisions of the Plan.

G. Surrender of Existing Securities. Except with respect to distributions
to holders of the claims in Class 2 and the equity interests in subclass SA, and
unless waived by the Reorganized Debtors, as a condition to receiving any
distribution under the Plan, each holder of a promissory note, certificate, or
other instrument evidencing a claim must surrender such promissory note,
certificate, or other instrument. Any holder of a claim that fails to (i)
surrender such instrument and collateral or (ii) execute and deliver an
affidavit of loss and/or indemnity reasonably satisfactory to the applicable
Reorganized Debtor before the later to occur of (a) the second anniversary of
the Effective Date and (b) six months following the date such holder's claim is
allowed, shall be deemed to have forfeited all rights and claims with respect
thereto, may not participate in any distribution under the Plan on account
thereof, and all amounts owing with respect to such allowed claim shall be
retained by the applicable Reorganized Debtor.

H. Enforcement of Subordination. The Plan takes into account the relative
priority of the claims or equity interests in each class in connection with any
Bankruptcy Code subordination provisions relating thereto. Accordingly, the
confirmation of the Plan shall permanently enjoin, effective as of the Effective
Date, all enforcement or attempts to enforce any further rights with respect to
the distributions under the Plan other than enforcement by holders to receive
such distribution in accordance with the Plan.

I. Corporate Action.

1. Boards of Directors. On the Effective Date or soon thereafter as
practicable, consistent with the laws of Bermuda and Barbados, the initial Board
of Directors for Reorganized APW shall consist of the 7 individuals (including
the chief executive officer and one nominee of the chief executive officer so
long as such nominee satisfies the requirements of local corporate law as to the
citizenship or residency of at least one director). The names of the initial
members of the Board of Directors as of the Effective Date, or those who will be
nominated to become members as of the Effective Date, or as promptly as possible
thereafter, shall be disclosed on or before the Confirmation Hearing.
Reorganized APW, upon the Effective Date shall appoint or cause the appointment
of such directors. Those officers who are selected to be officers of Reorganized
APW, who

are not currently officers of APW, shall be elected by the Board of Directors as
of the Effective Date. Those directors and officers not continuing in office
shall resign therefrom as of the Effective Date. The initial Board of Directors
for Reorganized APW shall select the officers and directors of Reorganized Vero.

2. Governing Documents. AWP has filed the New Memorandum of Association
with the applicable Bermuda governmental authority and such Memorandum of
Association and the New Bye-Laws shall be the governing documents of Reorganized
APW on the Effective Date. The certificate of incorporation for Reorganized
Vero, as well as the New Bye-Laws, shall contain provisions necessary (a) to
prohibit the issuance of nonvoting equity securities as required by section
1123(a)(6) of the Bankruptcy Code, subject to further amendment of such
certificate of incorporation, New Bye-Laws and other governing documents, as
permitted under applicable law and (b) to effectuate the provisions of the Plan.

J. Issuance of Plan Securities. Subject to the requirements of the
applicable Bermuda law as to APW and Reorganized APW, on the Effective Date, the
Debtors and the Reorganized Debtors are authorized (i) to issue the New Secured
Notes and to execute and deliver all necessary documents, agreements, and
instruments acceptable to them and deliver all collateral necessary or
appropriate to effectuate the same and (ii) to issue the APW Common Shares, the
DIP Facility Warrants, and the New Warrants, and to execute and deliver all
necessary documents, agreements, and instruments acceptable to them and
necessary or appropriate to effectuate the same.

K. Shareholders Agreement. As part of the Plan, the holders of APW Common
Shares issued pursuant to the Plan, as set forth in Exhibit E hereof, and the
DIP Facility Warrants will, by acceptance of such shares or warrants, be bound
by the terms of the Shareholders Agreement to the maximum extent permitted by
applicable law, including the Bankruptcy Code.

L. Section 1145 Exemption. To the maximum extent provided by section 1145
of the Bankruptcy Code and applicable nonbankruptcy laws, the APW Common Shares,
the New Secured Notes and the New Warrants issued pursuant to the Plan are
exempt from registration under the Securities Act of 1933, as amended.

M. Section 1146 Exemption. Pursuant to section 1146 of the Bankruptcy Code,
the issuance, transfer, or exchange of any security under the Plan, or the
making or delivery of an instrument of transfer under the Plan may not be taxed
under any domestic law imposing a stamp or similar tax.

N. Method of Distribution Under the Plan.

1. Distributions by Reorganized APW. Except as otherwise provided in the
Plan, the DIP Facility in respect of the DIP Facility Warrants, or the
Confirmation Order, distributions under the Plan shall be made by Reorganized
APW or its designee to the holders of (i) allowed claims (a) at the addresses
set forth on the Schedules unless

superseded by proofs of claims or transfers of claims pursuant to Bankruptcy
Rule 3001 or (b) at the last known addresses of such holders if the Debtors have
been notified in writing of a change of address, and (ii) allowed equity
interests, to the address maintained with the registrar or transfer agent for
such equity interests.

2. Certain Distributions by Agent Banks. All distributions under the Plan
to holders of Senior Credit Facilities Secured Claims (Class 2) and Senior
Credit Facilities Deficiency Claims (Class 5 ) shall be made by Reorganized APW
to the Agent Banks, which in turn, shall make the distributions to holders of
such claims at the addresses last known to the Agent Banks. Such distributions
to the Agent Banks shall be in complete satisfaction and discharge of the
Debtors' obligations to the holders of Senior Credit Facilities Secured Claims
and claims under the Senior Credit Facilities.

3. Distributions as of the Record Date. As of the close of business on the
Record Date, the claims register and equity register, as applicable, shall be
closed and there shall not be any further changes in the record holder of any
claim without the consent of the Reorganized Debtors. The Reorganized Debtors
may, but in no event shall be obligated to, recognize the transfer of any claim
occurring after the Record Date. The Reorganized Debtors shall be authorized and
entitled to recognize and deal for all purposes under the Plan with only those
record holders stated on the claims register as of the close of business of the
Record Date.

4. Distributions With Respect to Disputed Claims and Equity Interests. No
distributions shall be made with respect to Disputed Administrative Expenses,
Disputed Claims, or Disputed Equity Interests. To the extent that a Disputed
Administrative Expense, Claim, or Equity Interest is allowed after the Effective
Date, the holder thereof shall receive the distribution to which the Plan
entitles such holder in respect of such allowed administrative expense or claim,
without interest. Except as otherwise ordered by the Court or provided in the
Plan, each distribution to be made on a specific date shall be deemed to have
been made on such date if actually made on the later of such date and the date
on which such administrative expense, claim, or equity interest is allowed, or
as soon thereafter as practicable.

5. Distributions With Respect to Holders of Class 5 Claims:

a. Distributions as to Class 5 Claims. The holder of a Class 5 claim
that is or becomes an allowed General Unsecured Claim, no later than ten
(10) days prior to the Class 5 Initial Distribution Date shall receive a
distribution in respect of such allowed General Unsecured Claim from the
applicable Distribution Pool on the Class 5 Initial Distribution Date.

b. Distributions Withheld for Disputed Class 5 Claims. On the Class 5
Initial Distribution Date and each Subsequent Distribution Date, the
Reorganized Debtors shall reserve from the distributions to be made on such
dates from the applicable Distribution Pool to the holders of allowed
General Unsecured Claims, an amount equal to 100% of the cash distributions
to which

holders of disputed General Unsecured Claims would be entitled under the
Plan (including the portion of the cash distribution that relates to
Disputed Claims), as of such dates as if such Disputed General Unsecured
Claims were allowed claims in their Disputed Claim amounts.

c. Property Held in Distribution Pool. The cash that relates to
Disputed Class 5 claims shall be deposited into the applicable Distribution
Pool on or before the dates that payments thereof are to be made to holders
of Disputed Class 5 claim. Amounts held in the applicable Distribution Pool
shall then be distributed to holders of Disputed General Unsecured Claim
pursuant to this Section III.N.5.c as Disputed General Unsecured Claims are
resolved. All amounts held in the Distribution Pool shall be held in a
segregated, non-interest bearing account in the name of the applicable
Reorganized Debtor.

d. Expenses of Distribution Pools. Except as otherwise ordered by the
Bankruptcy Court, the amount of any reasonable expenses incurred by the
Reorganized Debtors, as applicable, on or after the Effective Date with
respect to the Distribution Pools, shall be paid by the Reorganized Debtors
and shall not reduce the funds held in the Distribution Pools.

e. Distributions Upon Allowance of Disputed Class 5 Claims. The holder
of a Disputed Class 5 claim, that becomes an allowed claim subsequent to
the Class 5 Initial Distribution Date shall receive from the applicable
Distribution Pool, the distribution of cash that would have been made to
such holder under Section II.D.5 of the Plan if the Disputed Class 5 claim
had been an allowed claim on or prior to the Class 5 Initial Distribution
Date, without any post-Initial Distribution Date interest on such claims,
on the Subsequent Distribution Date that follows the fiscal quarter during
which such Disputed Class 5 claim becomes an allowed claim.

6. Setoffs and Recoupments. The Debtors may, but shall not be required to,
set off against or recoup form any claim on which payments are to be made
pursuant to the Plan, any claims or any nature whatsoever the Debtors or the
Reorganized Debtors may have against the claimant, but neither the failure to do
so nor the allowance of any claim shall constitute a waiver or release by the
Debtors or Reorganized Debtors of any such claim the Debtors or Reorganized
Debtors may have against such claimant.

7. Distributions of Unclaimed Property. Any distribution of property (cash
or otherwise) under the Plan which is unclaimed after the later to occur of (a)
two years following the Effective Date and (b) six months after the date on
which such claimant's claim is allowed, shall be transferred to Reorganized APW,
notwithstanding state escheat or other similar domestic laws to the contrary. In
the event that any securities are returned to the Reorganized Debtors as
unclaimed property, such securities shall be canceled.

8. Saturday, Sunday, or Legal Holiday. If any payment or act under the Plan
is required to be made or performed on a date that is not a Business Day, then
the making of such payment or the performance of such act may be completed on
the next succeeding Business Day, but shall be deemed to have been completed as
of the required date.

9. Fractional Shares and New Warrants. No fractional APW Common Shares or
New Warrants shall be distributed. For purposes of distribution, (i) fractional
New Common Shares will be rounded down to the next whole number or zero, as
applicable and no cash in lieu thereof will be distributed and (ii) fractional
New Warrants will be rounded down to the next whole number or zero, as
applicable, and each holder who would have been entitled (absent such rounding)
to fractional New Warrants, shall be entitled to a cash payment in lieu of such
fractional warrant of $4.20 per whole New Warrant.

10. De Minimis Distribution. No cash payment of less than $5.00 shall be
made to any holder on account of an allowed claim unless a request therefor is
made in writing to Reorganized APW.

0. Vesting of Assets. On the Effective Date, the assets of the Debtors and
their estates shall vest in the Reorganized Debtors free and clear of all
claims, security interests, liens, and interests of holders of claims and equity
interests, except as provided in the Plan. As of the Effective Date, the
Reorganized Debtors may operate their businesses and may use, acquire, and
dispose of property free of any restrictions of the Bankruptcy Code or the
Bankruptcy Rules, subject to the terms and conditions of the Plan.

P. Executory Contracts and Unexpired Leases.

1. Generally. As of the Effective Date, all executory contracts and
unexpired leases that exist between any of the Debtors and any other party are
hereby specifically rejected (including those executory contracts and unexpired
leases listed on Exhibit C to the Plan), except for (a) any executory contracts
or unexpired leases which are the subject of a motion to assume or reject which
is pending on the date the Plan is confirmed, which shall be assumed or rejected
in accordance with the disposition of such motions and (b) the executory
contracts and unexpired leases listed on Exhibit D to the Plan, which, to the
extent not previously assumed, assumed and assigned, or rejected pursuant to
Court order, are specifically assumed pursuant to the Plan. Entry of the
Confirmation Order by the Clerk of the Court shall constitute (y) approval,
pursuant to subsection 365(a) of the Bankruptcy Code, of such assumptions and
rejections pursuant to the Plan and (z) the determination that, with respect to
such assumptions pursuant to the plan, "adequate assurance of future
performance" (within the meaning of section 365 of the Bankruptcy Code) by the
Reorganized Debtors thereunder has been demonstrated and no further adequate
assurance is required. The Debtors reserve the right to modify and amend the
lists of executory contracts to be assumed or rejected as set forth on Exhibits
C and D, either by a motion or an amendment to the Exhibits which will be
contained in a Plan Supplement. As to those executory contracts and unexpired
leases not assumed or

rejected pursuant to the Plan, their assumption or rejection shall be subject to
the consent of the Majority Lenders, whose consent shall not be reasonably
withheld. The listing of a document on either Exhibits C or D shall not
constitute an admission by the Debtors that such document is an executory
contract or an unexpired lease or that the Debtors have any liability
thereunder. In connection with the AWP Transactions and pursuant to this amended
Plan, the Confirmation Order or other orders of the Bankruptcy Court, all
contracts assumed by APW hereunder, or under any other order of the Bankruptcy
Court, shall be assigned to AWP.

2. Cure of Defaults. Any monetary amounts by which each executory contract
and unexpired lease to be assumed pursuant to the Plan is in default shall be
satisfied, pursuant to subsection 365(b) of the Bankruptcy Code by payment of
the default amount in cash on the Effective Date or on such other terms as the
parties to such assumed executory contract or unexpired lease may agree. In the
event of a dispute regarding the amount of any cure payments, the ability of any
assignee to provide "adequate assurance of future performance" (within the
meaning of section 365 of the Bankruptcy Code) under the contract or lease to be
assumed and assigned, or any other matter pertaining to assumption or
assignment, the cure payments required by subsection 365(b) of the Bankruptcy
Code shall be made following the entry of a Final Order resolving the dispute
and approving the assumption and/or assignment.

3. Insurance Policies. All of the Debtors' insurance policies and any
agreements, documents or instruments relating thereto are treated as executory
contracts under the Plan.

4. Bar Date for Filing Proofs of Claim Relating to Executory Contracts and
Unexpired Leases Rejected Pursuant to the Plan. Claims arising out of the
rejection of an executory contract or unexpired lease pursuant to Section 1II.P
of the Plan must be filed with the Bankruptcy Court and served upon the Debtors
or, on and after the Effective Date, the Reorganized Debtors, no later than 30
days after the later of (i) notice of entry of an order approving the rejection
of such executory contract or unexpired lease and (ii) notice of entry of the
Confirmation Order. Any Claims not filed within such time will be forever barred
from assertion against the Debtors, their estates, the Reorganized Debtors and
their property.

Q. Retiree Benefits. After the Effective Date, the payment of retiree
benefits (as defined in section 1114 of the Bankruptcy Code), if any, at the
level established pursuant to section 1114 of the Bankruptcy Code, shall
continue for the duration of the period the Debtors have obligated themselves to
provide such benefits.

R. Employee Benefit Plans. Except as otherwise set forth in the Plan
(including as set forth in Exhibit C, as may be amended) or ordered by the
Court, all employee benefit plans, policies, and programs of the Debtors and the
Debtors' obligations thereunder (including all severance arrangements and change
of control agreements), shall survive confirmation of the Plan, remain
unaffected thereby, and not be discharged. Employee benefit plans, policies, and
programs include, without

limitation, all medical and health insurance, life insurance, dental insurance,
disability benefits and coverage, leave of absence, retirement plans, retention
plans, severance plans, contributions to nondiscretionary individual retirement
accounts, and other such benefits (to the extent not executory contracts assumed
under the Plan or specifically rejected).

S. Officers and Directors. All directors' and officers' liability insurance
policies maintained by the Debtors are treated as executory contracts and
assumed. Entry of the Confirmation Order by the Clerk of the Court shall
constitute approval of such assumptions pursuant to subsection 365(a) of the
Bankruptcy Code. The obligation of the Debtors to indemnify, reimburse or limit
the liability of their present and former directors, officers or employees who
were directors, officers or employees, respectively, against any claims or
obligations pursuant to the Debtors' certificates of incorporation, by-laws,
applicable corporate law, or specific agreement, or any combination of the
foregoing, shall survive confirmation of the Plan, remain unaffected thereby,
and not be discharged only to the extent such obligations (i) relate to an event
or conduct occurring after the date the Reorganization Cases were commenced, or
(ii) are for prepayment, reimbursement or indemnification with respect to
payments made by or for the benefit of such directors or officers in respect of
events or conduct that occurred prior to the date of the commencement of the
Reorganized Cases, up to a maximum aggregate amount, inclusive of prepayments,
reimbursement and indemnification payments made prior to the commencement of the
Reorganized Cases, of $250,000.

T. Exculpation. The Debtors, the Reorganized Debtors, Old APW and the
Senior Lenders, and each of their respective principals, members, partners,
limited partners, officers, directors, shareholders, employees, agents,
representatives, and professionals shall neither have nor incur any liability to
any person for any act taken or omitted to be taken (whether prior to or after
the date of this Plan) in connection with, related to, or in contemplation of,
the formulation, preparation, structuring, dissemination, implementation,
administration, confirmation, or consummation of the Plan, the disclosure
statement for the Plan, or any contract, instrument, release, or other agreement
or document created or entered into in connection with the Plan, or any act
taken or omitted to be taken in connection with the restructuring of the Debtors
or during the Reorganization Cases, including the AWP Transactions.

U. Injunction. Except as otherwise provided in the Plan or the Confirmation
Order, on and after the Effective Date, all persons and entities shall be
permanently enjoined from commencing or continuing in any manner, any suit,
action, or other proceeding, on account, or in respect, of any claim,
obligation, debt, right, action, cause of action, remedy, or liability satisfied
pursuant to the Plan, and the Confirmation Order shall so provide (including
without limitation, any suit, action, or other proceeding challenging in any
other manner (including seeking to enjoin or obtain affirmative relief that is
inconsistent with) the post-Effective Date transactions required or contemplated
to take place pursuant to the provisions of this Plan, including, without
limitation, pursuant to paragraph 1II.C hereof).

V. Limited Releases by Debtors. Except as otherwise specifically provided
in the Plan, for good and valuable consideration, including the obligations and
undertakings of the Senior Lenders set forth in the Plan, the agreement of the
Senior Lenders to their treatment as holders of subclass 5A and subclass 5B
claims, facilitating both the Debtors obtaining the DIP Facility by, inter alia,
consenting to the subordination of their liens on the assets of the Debtors and
their affiliates and the liens granted under such facility and the
implementation of the restructuring contemplated by the Plan, the Senior
Lenders, on and after the Effective Date, are released by the Debtors, the
Reorganized Debtors and Old APW from any and all Claims (as defined in section
lOl(5) of the Bankruptcy Code), obligations, rights, suits, damages, causes of
action, remedies and liabilities whatsoever, whether known or unknown, forseen
or unforseen, existing or hereafter arising, in law, equity or otherwise, that
the Debtor or any of its subsidiaries would have been legally entitled to assert
in their own right (whether individually or collectively) or on behalf of the
holder of any such Claim or equity interest or other person or entity, based in
whole or in part upon any act or omission, transaction, agreement, event or
other occurrence taking place on or before the Effective Date, arising under, or
relating to, the Senior Lenders' obligations under the DIP Facility and the New
Working Capital Facility.

IV. Effectiveness of the Plan

A. Conditions Precedent to Confirmation. The Plan shall not be confirmed
unless and until the following conditions have been satisfied in full or waived
by the Debtors:

1. The Confirmation Order shall be in form and substance reasonably
satisfactory to the Debtors and the Majority Lenders; and

2. A commitment letter or agreement for the New Working Capital Facility
shall be in full force and effect and shall not have expired or otherwise
terminated.

B. Conditions Precedent to Effective Date. The Effective Date shall not
occur and the Plan shall not become effective unless and until the following
conditions have been satisfied in full or waived by the Debtors:

1. The Confirmation Order has been entered and no stay or injunction is in
effect;

2. The New Secured Loan Agreement, the New Working Capital Facility, the
documents that relate to the DIP Facility Warrants, the New Memorandum of
Association, the New Bye-Laws, the Shareholders Agreement and New Warrants, each
in form and substance reasonably satisfactory to the Debtors and the Majority
Lenders, which shall be consistent with the provisions hereof and shall have
been executed by all necessary parties thereto and prior to, or simultaneously
with, the effectiveness of the Plan, shall have become effective;

3. The Intercreditor Agreements shall have been executed by all necessary
parties thereto and prior to, or simultaneously with, the effectiveness of the
Plan, shall have become effective;

4. The JPLs and the Bermuda Court, if required, shall have approved the AWP
Transactions; and

5. The AWP Transactions shall have been consummated.

6. The receipt by the Debtors of all consents and approvals required by any
governmental or regulatory authorities.

C. Waiver of Conditions. The Debtors, with the consent of holders of at
least 66 2/3 % in amount of the total of the Senior Credit Facilities Deficiency
Claims and the Senior Credit Secured Claims (which consent shall not be
reasonably withheld), may waive, by a writing signed by an authorized
representative of each of the Debtors and subsequently filed with the Bankruptcy
Court, one or more conditions precedent to confirmation of the Plan or the
occurrence of the Effective Date set forth in Section 1V.A or IV.B,
respectively, of the Plan. Upon the waiver of any conditions to the Effective
Date set forth in Section 1V.B of the Plan, and subject to the satisfaction in
full of each of the remaining conditions set forth in such section, the Plan
shall become effective in accordance with its terms without notice to third
parties or any other formal action.

D. Effect of Failure of Conditions. If each of the conditions to
effectiveness and the occurrence of the Effective Date has not been satisfied or
waived as provided in Section 1V.C on for before the first Business Day that is
more than 60 days after the date on which the Court enters a Confirmation Order,
or by such later date as is proposed by APW and approved, after notice and an
opportunity for a hearing, by the Court, then upon motion by the Debtors made
before the time that each of the conditions has been satisfied or waived, the
Confirmation Order may be vacated by the Court; provided, however, that
notwithstanding the filing of such a motion, the Confirmation Order shall not be
vacated if each of the conditions to consummation is either satisfied or waived
by the Debtors before the Court enters an order granting the relief requested in
such motion. If the Confirmation Order is vacated pursuant to this section, the
Plan shall be null and void in all respects and nothing contained in the Plan
shall (a) constitute a waiver or release of any claims against or equity
interests in any of the Debtors or (b) prejudice in any manner the rights of the
holder of any claim or equity interest in any of the Debtors.

V. Administrative Provisions

A. Discharge.

1. Scope. Except as otherwise expressly specified in the Plan, entry of the
Confirmation Order acts as a discharge of all debts of, claims against, and
liens on, the Debtors, their assets, and their properties, arising at any time
before the entry of the Confirmation Order, regardless of whether a proof of
claim therefor was filed, whether

the claim is allowed, or whether the holder thereof votes to accept the Plan or
is entitled to receive a distribution thereunder. Upon the entry of the
Confirmation Order, any holder of such discharged claim shall be precluded from
asserting against the Debtors, the Reorganized Debtors, Old APW, or any of their
respective assets or properties, any other or further claim or equity interest
based on any document, instrument, act, omission, transaction, or other activity
of any kind or nature that occurred before the date the Court enters the
Confirmation Order.

2. Injunction. Except as otherwise expressly specified in the Plan, in
accordance with section 524 of the Bankruptcy Code, the discharge provided by
this section and section 1141 of the Bankruptcy Code, inter alia, acts as an
injunction against the commencement or continuation of any action, employment of
process, or act to collect, offset, or recover the claims discharged hereby.

B. Administrative Expense, Claim, and Equity Interest Objections. Unless
otherwise ordered by the Court, all objections to, and requests for estimation
of, Administrative Expenses, Claims, and Equity Interests shall be filed and
served on the applicable claimant on or before the date that is sixty (60) days
after the Effective Date or sixty (60) days after such Administrative Expense,
Claim, or Equity Interest is filed, whichever is later. On and after the
Effective Date, except to the extent that the Reorganized Debtors consent, only
the Reorganized Debtors shall have the authority, without necessity for Court
approval, to file, settle, compromise, withdraw, or litigate to judgment
objections to, and requests for estimation of, Administrative Expenses, Claims,
and Equity Interests.

C. Plan Supplements. Forms of the New Memorandum of Association, the New
Bye-Laws, the DIP Facility Warrants, the New Management Option Plan, the New
Secured Loan Agreement, the New Secured Notes, the Shareholders Agreement, the
New Warrants (and related agreements), and any listings of (i) additional
executory contracts, if any, not set forth on the exhibits to the Plan that are
to be assumed rejected and (ii) any excutory Contract that use to be
reclassified from that set forth in said exhibits as assumed or rejected, in
each case shall be contained in one or more Plan Supplements filed with the
Clerk of the Court five (5) days prior to the day of the hearing held by the
Court to consider confirmation of the Plan, pursuant to section 1129 of the
Bankruptcy Code, or such days to which such hearings may be adjourned or
continued from time to time. Such documents shall be consistent with the terms
hereof and be in form and substance reasonably satisfactory to the applicable
Debtor and the Majority Lenders.

D. Preservation of Causes of Action. All rights and causes of action held
by the Debtors against any other party shall remain assets of the Reorganized
Debtors and may be pursued.

E. Expenses Incurred After the Effective Date. Expenses incurred by the
Reorganized Debtors and Old APW on and after the Effective Date, including
without limitation, claims for professional fees and expenses, shall not be
subject to application

and may be paid by the Reorganized Debtors and Old APW in the ordinary course of
business and without further Court approval.

F. Retention of Jurisdiction. The Court shall have exclusive jurisdiction
of all matters arising out of and related to the Reorganization Cases and the
Plan pursuant to, and for the purposes of, subsection 105(a) and section 1142 of
the Bankruptcy Code, and for, among other things, the following purposes:

1. To hear and determine applications for the assumption or rejection of
executory contracts or unexpired leases, pending on the date the Plan is
confirmed, and the allowance of claims resulting therefrom;

2. To determine any other applications, adversary proceedings, and
contested matters pending on the Effective Date;

3. To ensure that distributions to holders of allowed claims and allowed
equity interests are accomplished as provided herein;

4. To resolve disputes as to the ownership of any claim or equity interest;

5. To hear and determine timely objections to administrative expenses,
claims, and equity interests;

6. To enter and implement such orders as may be appropriate in the event
the Confirmation Order is for any reason stayed, revoked, modified, or vacated;

7. To issue such orders in aid of execution of the Plan, to the extent
authorized by section 1142 of the Bankruptcy Code;

8. To consider any modifications of the Plan, to cure any defect or
omission, or to reconcile any inconsistency in any order of the Court,
including, without limitation, the Confirmation Order;

9. To resolve disputes concerning exculpations and injunctions contained in
the Plan;

10. To hear and determine all applications for compensation and
reimbursement of expenses of professionals under sections 330, 331, and 503(b)
of the Bankruptcy Code;

11. To hear and determine disputes arising in connection with the
interpretation, implementation, or enforcement of the Plan and related
documents;

12. To hear and determine any issue for which the Plan or any related
document requires a Final Order;

13. To hear and determine matters concerning state, local, and federal
taxes, if any, in accordance with sections 346, 505, and 1146 of the Bankruptcy
Code;

14. To hear and determine any matters arising under or related to section
1145 of the Bankruptcy Code;

15. To hear any other matter not inconsistent with the Bankruptcy Code; and

16. To enter a final decree closing the Reorganization Cases.

G. Payment of Statutory Fees. All fees payable pursuant to section 1930 of
title 28 of the United States Code shall be paid on the Effective Date or as
soon as practicable thereafter.

H. Dissolution of Statutory Committees. All statutory committees appointed
in the Reorganization Cases pursuant to section 1102 of the Bankruptcy Code, if
any, shall be dissolved on the Effective Date.

I. Modification of Plan. The Plan may be modified by the Debtors in
accordance with section 1127 of the Bankruptcy Code.

J. Severability. If prior to the date of entry of the Confirmation Order,
any term or provision of the Plan is held by the Court to be invalid, void, or
unenforceable, the Court shall, with the consent of the Debtors, have the power
to alter and interpret such term or provisions to make it valid or enforceable,
and such term or provision shall then be applicable as altered or interpreted.
Notwithstanding any such holding, alteration, or interpretation, the remainder
of the terms and provisions of the Plan shall remain in full force and effect
and shall in no way be affected, impaired, or invalidated by such holding,
alteration, or interpretation. The Confirmation Order shall constitute a
judicial determination, and shall provide that each term and provision of the
Plan, as it may have been altered or interpreted in accordance with the
foregoing, is valid and enforceable pursuant to its terms.

K. Headings. Headings are used in the Plan for convenience and reference
only and shall not constitute a part of the Plan for any other purpose.

L. Binding Effect. Upon entry of the Confirmation Order, the provisions of
the Plan shall be binding upon the Debtors and their successors and assigns and
any and all creditors and equity interest holders of the Debtors and their
respective successors and assigns, whether or not the claim or interest of any
such creditor or equity interest holder is impaired or unimpaired under the Plan
and whether or not any such creditor or equity interest holder (a) voted for or
against the Plan, (b) objected or did not object to confirmation of the Plan, or
(c) otherwise participated or did not participate in the Reorganization Cases.

M. Notices. Any notice required or permitted to be provided under the Plan
shall be in writing and served by either (a) certified mail, return receipt
requested, postage prepaid, (b) hand delivery, or (c) reputable overnight
delivery service, freight prepaid, to be addressed as follows:

To the Debtors or Reorganized Debtors:

APW LTD.
2 Church Street
Hamilton HM CX,
Bermuda
-and-
N22 W23685 Ridgeview Parkway West
Waukesha, WI 53188-1013
Attn: Chief Financial Officer

with a copy to:

WEIL, GOTSHAL & MANGES LLP
767 Fifth Avenue
New York, New York 10153
Attn: Richard P. Krasnow, Esq.

N. Governing Law. Unless a rule of law or procedure is supplied by federal
law (including the Bankruptcy Code and Bankruptcy Rules), the Companies Act 1981
of Bermuda, and other applicable Bermuda law, in respect of APW and Reorganized
APW, the laws of the State of New York shall govern the construction and
implementation of the Plan and any agreements, documents, and instruments
executed in connection with the Plan.

O. Filing or Execution of Additional Documents. On or before the Effective
Date, and without the need for any further order or authority, the Debtors or
Reorganized Debtors shall file with the Court or execute, as appropriate, such
agreements and other documents that are in form and substance satisfactory to
them as may be necessary or appropriate to effectuate and further evidence the
terms and conditions of the Plan.

P. Withholding and Reporting Requirements. In connection with the Plan and
all instruments issued in connection therewith and distributions thereon, the
Reorganized Debtors shall comply with all withholding and reporting requirements
imposed by any federal, state, local, or foreign taxing authority and all
distributions hereunder shall be subject to any such withholding and reporting
requirements.

Q. Good Faith. The Debtors have, and upon confirmation of the Plan shall be
deemed to have, solicited acceptances of the Plan in good faith and in
compliance with the applicable provisions of the Bankruptcy Code. The Debtors
and each of their

respective affiliates, agents, representatives, members, principals,
shareholders, directors, officers, employees, advisors, and attorneys have
participated in good faith and in compliance with the applicable provisions of
the Bankruptcy Code in the offer, issuance, sale, and purchase of the securities
offered and sold under the Plan, and therefore, are not, and on account of such
offer, issuance, sale, solicitation, and/or purchase will not be liable at any
time for the violation of any applicable law, rule, or regulating governing the
solicitation of acceptances or rejections of the Plan or the offer, issuance,
sale, or purchase of the securities offered and sold under the Plan.

Dated: Waukesha, Wisconsin
June 19, 2002

Respectfully submitted,

VERO ELECTRONICS, INC.

By: /s/ Susan M. Hrobar
--------------------------------------
Susan M. Hrobar
Its: President

APW LTD.

By: /s/ Richard G. Sim
--------------------------------------
Richard G. Sim
Its: President and Chief
Executive Officer