Amended and Restated Rights Agreement 11-24-2002



  
 EXHIBIT 4.3 
  
 SECOND AMENDMENT TO AMENDED AND RESTATED 
 RIGHTS AGREEMENT 

 
 THIS AGREEMENT (“Agreement”), dated as of the
             day of November             , by and between MAPICS, Inc., a Georgia corporation (the “Company”), and
SunTrust Bank, as Rights Agent (the “Rights Agent”), constitutes the Second Amendment to the Amended and Restated Rights Agreement dated March 30, 1998 by and between the Company and the Rights Agent (the “Rights Agreement”).

  
 WITNESSETH: 
  
 WHEREAS, on or about the date hereof, the Board of Directors of the Company determined to amend the Rights Agreement and directed the Rights Agent to enter into this Agreement; 
  
 NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto do hereby agree as follows: 
  
 1.    The Rights
Agreement is hereby amended by: 
  
 (a)    Adding the following sentence at the end of the
definition of “Acquiring Person” in Section 1 of the Rights Agreement: 
  
 Notwithstanding
any of the terms of the foregoing definition, no Person shall become an “Acquiring Person” solely as the result of the execution and delivery of, and/or the consummation of any of the transactions contemplated by, the Agreement and Plan of
Merger by and among the Company, FP Acquisition Sub, Inc. (“Sub”), and Frontstep, Inc. (“Frontstep”), dated as of November             , 2002 (the “Merger
Agreement”), and any agreements, documents or instruments executed or entered into in connection with the Merger Agreement (collectively with the Merger Agreement, the “Transaction Documents”). 
  
 (b)    Adding the following sentence at the end of the definition of “Distribution Date” in Section 1
of the Rights Agreement: 
  
 Notwithstanding any of the terms of the foregoing definition, no
“Distribution Date” will occur solely as the result of the execution and delivery of, and/or the consummation of any of the transactions contemplated by, the Transaction Documents. 
  
 (c)    Adding the following sentence at the end of the definition of “Section 11(a)(ii) Event” in Section 1 of the Rights Agreement:

  
 Notwithstanding any of the terms of the foregoing definition, no “Section 11(a)(ii)
Event” will occur solely as the result of the execution and delivery of, and/or the consummation of any of the transactions contemplated by, the Transaction Documents. 
  
 (d)    Adding the following sentence at the end of the definition of “Section 11(a)(ii) Trigger Date” in Section 1 of the Rights Agreement:


 








  
 Notwithstanding any of the terms of the foregoing definition, no
“Section 11(a)(ii) Trigger Date” will occur solely as the result of the execution and delivery of, and/or the consummation of any of the transactions contemplated by, the Transaction Documents. 
  
 (e)    Adding the following sentence at the end of the definition of “Section 13 Event” in Section 1 of the
Rights Agreement: 
  
 Notwithstanding any of the terms of the foregoing definition, no “Section
13 Event” will occur solely as the result of the execution and delivery of, and/or the consummation of any of the transactions contemplated by, the Transaction Documents. 
  
 (f)    Adding the following sentence at the end of the definition of “Stock Acquisition Date” in Section 1 of the Rights Agreement:

  
 Notwithstanding any of the terms of the foregoing definition, no “Stock Acquisition
Date” will occur solely as the result of the execution and delivery of, and/or the consummation of any of the transactions contemplated by, the Transaction Documents, or any public announcement of any of the foregoing. 
  
 2.    All terms defined in the Rights Agreement that are used herein shall have the meanings defined in the Rights
Agreement, unless specifically defined otherwise herein. 
  
 3.    The term “Agreement”
as used in the Rights Agreement shall mean the Rights Agreement, as amended by this Agreement, or as it may from time to time be amended in the future by one or more other written amendment or modification agreements entered into pursuant to the
applicable provisions of the Rights Agreement. 
  
 4.    This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective successors and assigns. 
  
 5.    This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Georgia. 
  
 6.    Except as expressly herein amended, the terms and conditions of the Rights Agreement shall remain in full force and effect. 
  
 7.    This Agreement is not intended to be, nor shall it be construed to be, a novation. 
  
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 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written. 
  
 
	 MAPICS, INC.
 
	 
	 By:
 	 	 

	  	 	 Martin D. Avallone
 Vice
President, General Counsel and Secretary
 

 
  
 
	 SUNTRUST BANK, as Rights Agent
 
	 
	 By:
 	 	 

	  	 	 Sue Hampton
 Vice
President
 

 
  

 
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