Second Supplemental Indenture



 Exhibit 4.3 
 EXECUTION VERSION 
 Second Supplemental Indenture 

with respect to the 
 Indenture 
 for 

SoftBrands, Inc. & Lawson Software, Inc. 
 SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 14, 2011, among SoftBrands, Inc., a
Delaware corporation (“SoftBrands”), Lawson Software, Inc., a Delaware corporation (“Lawson,” and together with SoftBrands, the “Issuers”), Approva
Corporation (the “Guaranteeing Subsidiary”), a Delaware corporation, the Existing Guarantors (as defined in the Indenture referred to herein) and Wilmington Trust, National Association, as trustee under the Indenture
referred to below (the “Trustee”). 
 W I T N E S S E T H 

WHEREAS, the Issuers have heretofore executed and delivered to the Trustee an indenture (the “Indenture”),
dated as of July 5, 2011 and as supplemented on July 5, 2011, providing for the issuance of an aggregate principal amount of $560.0 million of 11.5% Senior Notes due 2018 (the “Notes”); 

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a
supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the issuers’ obligations under the Notes and the Indenture on the terms and conditions set forth herein (the
“Guarantee”); 
 WHEREAS, pursuant to Section 9.1 of the Indenture, SoftBrands, Lawson, any of the
Existing Guarantors and the Trustee are authorized to execute and deliver this Supplemental Indenture to amend or supplement the Indenture, without the consent of any Holder; 
 NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and
ratable benefit of the Holders of the Notes as follows: 
 ARTICLE I 

DEFINITIONS 
 SECTION 1.1. Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recitals hereto are used herein as therein defined. The words
“herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof. 







 ARTICLE II 
 AGREEMENT TO BE BOUND; GUARANTEE 
 SECTION 2.1. Agreement to be
Bound. The Guaranteeing Subsidiary hereby agrees as follows: 
 (a) The Guaranteeing Subsidiary acknowledges that it has
received and reviewed a copy of the Indenture and all other documents it deems necessary to review in order to enter into this Supplemental Indenture, and acknowledges and agrees to (i) join and become a party to the Indenture as indicated by
its signature below and (ii) be bound by the Indenture, as of the date hereof, as if made by, and with respect to, each signatory hereto; 
 (b) The Guaranteeing Subsidiary hereby agrees to perform all obligations and duties required of a Guarantor pursuant to the Indenture; 

(c) Each of the undersigned hereby represents and warrants to and agrees with the Trustee that it has all the requisite corporate,
limited liability company or other power and authority to execute, deliver and perform its obligations under this Supplemental Indenture, that this Supplemental Indenture has been duly authorized, executed and delivered and that the consummation of
the transactions contemplated hereby has been duly and validly authorized; and 
 (d) Each of Lawson and SoftBrands will deliver
to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in the Indenture relating to such transaction have been complied with. 

SECTION 2.2. Guarantee. The Guaranteeing Subsidiary agrees, on a joint and several basis with all the Existing Guarantors, to
fully, unconditionally and irrevocably Guarantee to each Holder of the Notes and the Trustee the Guaranteed Obligations pursuant to Article X of the Indenture on a senior basis. 

ARTICLE III 

MISCELLANEOUS 
 SECTION 3.1. Merger and Consolidation. The Guaranteeing Subsidiary shall not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into
another Person (other than the Issuers or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction) except in accordance with Section 4.1(f) of the Indenture. 

SECTION 3.2. Release of Guarantee. This Guarantee shall be released in accordance with Section 10.2 of the Indenture.

 SECTION 3.3. Parties. Nothing expressed or mentioned herein is intended or shall be construed to give any Person, firm
or corporation, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or the Indenture or any provision herein or therein contained. 

SECTION 3.4. Governing Law. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the
State of New York. 
 SECTION 3.5. Severability. In case any provision in this Supplemental Indenture shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or
unenforceability. 

  
 2 








 SECTION 3.6. Benefits Acknowledged. The Guaranteeing Subsidiary is subject to the
terms and conditions set forth in the Indenture. The Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that the
guarantee and waivers made by it pursuant to this Guarantee are knowingly made in contemplation of such benefits. 
 SECTION
3.7. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full
force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. 

SECTION 3.8. The Trustee. The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental
Indenture or with respect to the recitals contained herein, all of which recitals are made solely by the other parties hereto. 

SECTION 3.9. Counterparts. The parties hereto may sign any number of copies of this Supplemental Indenture. Each signed copy shall
be an original, but all of them together represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this
Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all
purposes. 
 SECTION 3.10. Execution and Delivery. The Guaranteeing Subsidiary agrees that the Guarantee shall remain in
full force and effect notwithstanding any failure to endorse on each Note a notation of any such Guarantee. 
 SECTION 3.11.
Headings. The headings of the Articles and the Sections in this Supplemental Indenture are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof. 

  
 3 








 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the date first above written. 
  

							
		 		 	 APPROVA CORPORATION
 as Guarantor

				
		 		 	By:	 	/s/ Patricia Elias
		 		 		 	Name: Patricia Elias
		 		 		 	Title: President

 [Signature Page to Supplemental Indenture] 








							
		 		 	LAWSON SOFTWARE, INC.
				
		 		 	By:	 	/s/ Patricia Elias
		 		 		 	Name: Patricia Elias
		 		 		 	Title: President

  

							
		 		 	SOFTBRANDS, INC.
				
		 		 	By:	 	/s/ Patricia Elias
		 		 		 	Name: Patricia Elias
		 		 		 	Title: President








  

							
		 		 	 WILMINGTON TRUST, NATIONAL ASSOCIATION,
 as Trustee

				
		 		 	By:	 	/s/ Jane Schweiger
		 		 		 	Name: Jane Schweiger
		 		 		 	Title: Vice President

 [Signature Page to Supplemental Indenture]