EX-4.1






Exhibit 4.1




THIRD AMENDMENT




     THIRD AMENDMENT, dated as of June 11, 2009 (this “Amendment”), to the Rights Agreement, dated
as of November 26, 2002 (the “Rights Agreement”), by and between SoftBrands, Inc., a Delaware
corporation (the “Company”) and Wells Fargo Bank, National Association (the “Rights Agent”), as
amended by the First Amendment to the Rights Agreement, dated as of August 17, 2005, and the Second
Amendment to the Rights Agreement, dated as of August 14, 2006. All capitalized terms used in this
Amendment and not otherwise defined herein shall have the meanings ascribed to them in the Rights
Agreement.



     WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company may from time to time
supplement or amend the Rights Agreement in accordance with the provisions of Section 27 thereof;



     WHEREAS, the Company intends to enter into an Agreement and Plan of Merger, dated as of June
11, 2009, (the “Merger Agreement”), among the Company, Steel Holdings, Inc., a Delaware corporation
(“Parent”), and Steel Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of
Parent (“Merger Sub”); and



     WHEREAS, on June 11, 2009, the Board of Directors of the Company authorized an amendment of
the Rights Agreement to render the Rights Agreement inapplicable with respect to the transactions
contemplated by the Merger Agreement and authorized and directed the officers of the Company to
execute and deliver to the Rights Agent (i) such an amendment and (ii) an officer’s certificate
stating that this Amendment has been so authorized and that the Company is in compliance with the
terms of the Section 27 of the Rights Agreement.



     NOW, THEREFORE, in consideration of the premises and mutual agreements hereinafter set forth,
the Company and the Rights Agent agree to amend the Rights Agreement as follows:



     1. Amendment of Section 1.



     (a) Section 1 of the Rights Agreement is supplemented to add the following definitions:




“Merger” shall have the meaning given to such term in the Merger Agreement.




“Merger Agreement” means the Agreement and Plan of Merger, dated as of June 11, 2009, among
the Company, Steel Holdings, Inc., a Delaware corporation (“Parent”), and Steel Merger Sub,
Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”).



     (b) The definition of “Acquiring Person” in Section 1 of the Rights Agreement is hereby
amended by adding as the final sentence thereto the following:




“Notwithstanding anything in this Agreement to the contrary, none of Parent, Merger Sub, or
any of their respective Affiliates or Associates shall be deemed to be an



 









 






Acquiring Person solely as a result of the approval, execution or delivery of, or
consummation of the transactions contemplated under, the Merger Agreement., in the manner
provided for therein, including, without limitation, the Merger.”



     (c) The definition of “Distribution Date” in Section 1 of the Rights Agreement is hereby
amended by adding as the final sentence thereto the following:




“Notwithstanding anything in this Agreement to the contrary, no Distribution Date shall be
deemed to have occurred solely as a result of the approval, execution or delivery of, or
consummation of the transactions contemplated under, the Merger Agreement, in the manner
provided for therein, including without limitation, the Merger.”



     2. Amendment of Section 13(a). Section 13(a) of the Rights Agreement is hereby amended by
adding the following at the end of Section 13(a):




“Notwithstanding anything in this Agreement to the contrary, this Section 13 shall not be
triggered and no holder of Rights shall vest in any of the rights set forth in this Section
13 solely as a result of the approval, execution or delivery of, or consummation of the
transactions contemplated under, the Merger Agreement, in the manner provided for therein,
including without limitation, the Merger.”



     3. Amendment of Section 23. Section 23 of the Rights Agreement is hereby amended by adding
the following as paragraph (d) thereof:




“(d) Notwithstanding anything in this Agreement to the contrary, this Agreement shall
terminate and be of no further force and effect immediately upon the Effective Time (as
defined in the Merger Agreement) and the Rights shall thereupon be canceled without the
payment of any consideration to the holders of the Rights, including, without limitation,
the Redemption Price.”



     4. Effectiveness. This Amendment shall be deemed effective immediately prior to the
execution and delivery of the Merger Agreement. Except as amended hereby, the Rights Agreement
shall remain in full force and effect and shall be otherwise unaffected hereby.



     5. Governing Law. This Amendment shall be governed by and construed in accordance with the
laws of the State of Delaware.



     6. Counterparts. This Amendment may be executed in any number of counterparts, and each of
such counterparts shall be deemed to be an original, and all such counterparts shall together
constitute one and the same agreement.



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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the Rights Agreement to
be duly executed, all as of the date and year first above written.



	 	 	 	 	 
	 	SOFTBRANDS, INC.

 	 
	 	
/s/ Gregg Waldon
 	 
	 	Gregg Waldon 	 
	 	Chief Financial Officer 	 
	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Rights Agent

 	 
	 	/s/ Martin J. Knapp
 	 
	 	Name:  	Martin J. Knapp 	 
	 	Title:  	Account Manager/Officer 	 
	 




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