Steel Technologies Inc. - Exhibit 4.1 to Form 8-K



Exhibit 4.1


FIRST AMENDMENT TO RIGHTS AGREEMENT

BETWEEN

STEEL TECHNOLOGIES INC.

AND

NATIONAL CITY BANK

          This First Amendment to Rights Agreement (this "First Amendment"),
made as of this 28th day of February, 2007, between Steel Technologies Inc., a
Kentucky corporation (the "Company"), and National City Bank, a national banking
association, as rights agent (the "Rights Agent"), amends the Rights Agreement
dated as of April 24, 1998, between Steel Technologies Inc. and National City
Bank as successor Rights Agent (the "Rights Agreement").

RECITALS

A.          Pursuant to the Rights
Agreement, the Board of Directors of the Company authorized and declared a
dividend distribution of one right (each a "Right" and collectively the
"Rights") for each share of the Common Stock (as defined in the Rights
Agreement) of the Company outstanding at the close of business on May 14, 1998
(the "Record Date"), and authorized the issuance of one Right in respect of each
share of common stock of the Company issued between the Record Date and the
Distribution Date (as such term is defined in Section 1(k) of the Rights
Agreement), each Right representing the right to purchase one one-hundredths of
a share of Series A Junior Participating Preferred Stock of the Company having
the rights, powers and preferences set forth in the form of Third Articles of
Amendment to the Restated Certificate of Incorporation attached to the Rights
Agreement as Exhibit A, upon the terms and subject to the conditions set forth
in the Rights Agreement.

B.          The Board of Directors
of the Company has determined that it is in the best interests of the Company
and its shareholders to amend the Rights Agreement, including all applicable
sections, to, among other things, revise the definitions of (i) "Acquiring
Person" to exempt Mitsui & Co. (U.S.A.), Inc., a New York corporation
("Mitsui"), Bluegrass Acquisition, Inc., a Kentucky corporation and a
wholly-owned subsidiary of Mitsui ("Merger Sub"), and all of their respective
affiliates therefrom, and (ii) "Expiration Date" to mean immediately prior to
the Effective Time, as such term is defined in the Agreement and Plan of Merger,
dated as of February 28, 2007, by and among the Company, Mitsui and Merger Sub
(the "Merger Agreement"), and to clarify that no "Stock Acquisition Date" or
"Distribution Date" will occur solely by reason of the approval, execution or
delivery of the Merger Agreement or the consummation of the transactions
contemplated thereby.

C.          Pursuant to Section 27
of the Rights Agreement, the Board of Directors of the Company has determined
that an amendment to the Rights Agreement as set forth herein is necessary and
desirable in order to reflect the foregoing, and the Company and the Rights
Agent desire to evidence such amendment in writing. 

NOW THEREFORE, intending to be legally bound, the Company and the Rights
Agent hereby agree that the Rights Agreement is hereby amended as set forth
below:



          1.           Section 1(a) of the Rights
Agreement is amended to add the following sentence at the end thereof:

"Notwithstanding anything in this Rights Agreement to
		the contrary, none of Mitsui, Merger Sub or any of their respective
		Affiliates or Associates, individually or collectively, shall be deemed
		to be an Acquiring Person solely as a result of (i) the announcement,
		approval, execution or delivery of the Merger Agreement or (ii) the
		consummation of the transactions contemplated by the Merger Agreement."

          2.          The following Section 1(p) is
inserted into the Rights Agreement, and all subsequent subsections of Section 1
are renumbered accordingly, and all cross-references to such renumbered
subsections are changed to refer to such subsections as if renumbered:

"1(p) "Merger Agreement" shall mean the Agreement and
		Plan of Merger, dated as of February 28, 2007, by and among Mitsui & Co.
		(U.S.A.), Inc., a New York corporation, Bluegrass Acquisition, Inc., a
		Kentucky corporation and a wholly-owned subsidiary of Mitsui, and the
		Company, as it may be amended from time to time. The defined terms
		"Mitsui," "Merger Sub" and "Effective Time" used herein shall have the
		meanings ascribed to such terms in the Merger Agreement."

          3.          Section 1(bb) (after giving
effect to the renumbering caused by this First Amendment) of the Rights
Agreement is hereby amended to add the following sentence at the end thereof:

"Notwithstanding anything in this Rights Agreement to
		the contrary, a Stock Acquisition Date shall not be deemed to have
		occurred solely as a result of (i) the announcement, approval, execution
		or delivery of the Merger Agreement or (ii) the consummation of the
		transactions contemplated by the Merger Agreement."

          4.          Section 3(a) of the Rights
Agreement is amended to add the following sentence at the end thereof: 

"Notwithstanding anything in this Rights Agreement to
		the contrary, a Distribution Date shall not be deemed to have occurred
		solely as a result of (i) the announcement, approval, execution or
		delivery of the Merger Agreement or (ii) the consummation of the
		transactions contemplated by the Merger Agreement."

          5.          The three clauses (i), (ii)
and (iii) at the end of Section 7(a) of the Rights Agreement are deleted in
their entirely and replaced with the following four clauses:

            "(i) the close of business on May 14, 2008
		(the "Final Expiration Date"), (ii) the time at which the Rights are
		redeemed as provided in Section 23 hereof, (iii) the time at which such
		Rights are exchanged as provided in Section 24 hereof, or (iv) the time
		immediately prior to the Effective Time (the earlier of (i),(ii), (iii)
		and (iv) being herein referred to as the "Expiration Date")"

          6.          Section 13(a) of the Rights
Agreement is amended to add the following sentence at the end thereof:

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"Notwithstanding anything in this Rights Agreement to
		the contrary, neither (i) the announcement, approval, execution or
		delivery of the Merger Agreement nor (ii) the consummation of the
		transactions contemplated by the Merger Agreement shall be deemed to be
		an event described in this Section 13(a) and shall not cause the Rights
		to be adjusted or exercisable in accordance with Section 12 or 13."

          7.          Section 13(b)(ii) of the
Rights Agreement is amended to add the following at the end thereof:

"Notwithstanding anything in this Rights Agreement
to the contrary, none of Mitsui, Merger Sub or any of their respective
Affiliates or Associates, individually or collectively, shall be deemed to be a
Principal Party solely as a result of (i) the announcement,
		approval, execution or delivery of the Merger Agreement or (ii) the
		consummation of the transactions contemplated by the Merger Agreement."

          8.          The following Section 15 is
inserted into the Rights Agreement, and all subsequent sections are renumbered
accordingly, and all cross-references to such renumbered sections are changed to
refer to such sections as if renumbered:

"Section 15. Treatment of Merger Agreement.
		Notwithstanding anything in this Rights Agreement to the contrary,
		neither (i) the announcement, approval, execution nor delivery of the
		Merger Agreement or (ii) the consummation of the transactions
		contemplated by the Merger Agreement, shall cause a Distribution Date, a
		Stock Acquisition Date, a Section 11(a)(ii) Event or a Section 13
		Event."

          9.          Effectiveness. This First
Amendment shall be deemed effective immediately upon execution hereof by the
Company and the Rights Agent. Except as amended hereby, the Rights Agreement
shall remain in full force and effect and shall be otherwise unaffected hereby.

          10.         
Miscellaneous. This First
Amendment shall be deemed to be a contract made under the laws of the
Commonwealth of Kentucky and for all purposes shall be governed by and construed
in accordance with the laws of such state applicable to contracts made and
performed entirely within such state. This First Amendment may be executed in
any number of counterparts, each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together constitute
one and the same instrument. If any provision, covenant or restriction of this
First Amendment is held by a court of competent jurisdiction or other authority
to be invalid, illegal or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this First Amendment shall remain in full force
and effect and shall in no way be effected, impaired or invalidated..

[Signature Page Follows]

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          IN WITNESS WHEREOF, the parties hereto have executed this
First Amendment as of the date first set forth above.


		
			STEEL TECHNOLOGIES INC.	
			NATIONAL CITY BANK
	
			 	
			 
	
			

			

			By:  /s/ Bradford T. Ray	
			

			

			By: /s/ Matthew Hostelley
	
			       Name:  Bradford T. Ray

			       Title:  Chief Executive
			Officer	
			       Name:  Matthew Hostelley

			       Title:  Vice President




 

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