lyoexhibit4-6.htm


    Exhibit
      4.6

     

    Amendment
      to Rights Agreement

     

    This
      Amendment to the Rights Agreement between Lyondell Chemical Company, a Delaware
      corporation (the “Company”), and Computershare Trust Company, N.A., as
      Rights Agent (the “Rights Agent”), dated December 8, 1995 and as
      amended on August 22, 2002, January 1, 2003, December 1, 2005 and
      November 15, 2006 (the “Rights Agreement”) is hereby adopted as of
      July 16, 2007.

     

    WHEREAS,
      the Company has entered into the Rights Agreement, as heretofore amended,
      specifying the terms of the Rights (as defined therein);

     

    WHEREAS,
      Section 27 of the Rights Agreement permits the Company to amend the Rights
      Agreement so long as the Rights are then redeemable, and Section 23 of the
      Rights Agreement provides that the Board of Directors of the Company may redeem
      the Rights at any time before a Person becomes an Acquiring Person;

     

    WHEREAS,
      no Person is currently an Acquiring Person, and the Rights are currently
      redeemable;

     

    WHEREAS,
      the Company desires to amend the Rights Agreement in accordance with Section
      27
      of the Rights Agreement;

     

    WHEREAS,
      the Company proposes to enter into an Agreement and Plan of Merger, dated as
      of
      July 16, 2007 (the “Merger Agreement”), by and among Basell AF, a
      Luxembourg entity (“Parent”), BIL Acquisition Holdings Limited, a
      Delaware corporation and a wholly owned subsidiary of Parent (“Merger
      Sub”), and the Company;

     

    WHEREAS,
      the Board of Directors of the Company has determined it advisable and in the
      best interest of its stockholders to amend the Rights Agreement to enable the
      Company to enter into the Merger Agreement and consummate the transactions
      contemplated thereby without causing Parent or any of its subsidiaries to become
      an “Acquiring Person” (as defined in the Rights Agreement).

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    NOW,
      THEREFORE, in consideration of the premises and mutual agreements set
      forth herein and in the Rights Agreement, the parties hereby agree as
      follows:

     

    SECTION
      1.  DEFINITIONS. 
      Capitalized
      terms used and not otherwise defined herein shall have the meaning assigned
      to
      such terms in the Rights Agreement.

     

    SECTION
      2.  AMENDMENTS
      TO RIGHTS AGREEMENT.  The
      Rights Agreement is hereby amended as set forth in this
      Section 2.

     

    (a)  The
      definition of “Acquiring Person” in Section 1 of the Rights Agreement is amended
      to add the following sentence at the end thereof:

     

    “Notwithstanding
      anything in this Agreement to the contrary, none of Parent or Merger Sub or
      any
      Subsidiary, Affiliate or Associate of either of them shall be deemed to be
      an
      Acquiring Person, either individually or collectively, as a result of any or
      all
      of the Merger Events.”

     

    (b)  The
      definition of “Distribution Date” in Section 1 of the Rights Agreement is
      amended to add the following sentence at the end thereof:

     

    “Notwithstanding
      anything in this Agreement to the contrary, a Distribution Date shall not be
      deemed to have occurred as the result of any or all of the Merger
      Events.”

     

    (c)  The
      definition of “Flip-In Event” in Section 1 of the Rights Agreement is
      amended to add the following sentence at the end thereof:

     

    “Notwithstanding
      anything in this Agreement to the contrary, none of the Merger Events shall
      be a
      Flip-In Event.”

     

    (d)  The
      definition of “Flip-Over Event” in Section 1 of the Rights Agreement is
      amended to add the following sentence at the end thereof:

     

    “Notwithstanding
      anything in this Agreement to the contrary, none of the Merger Events shall
      be a
      Flip-Over Event.”

     

    (e)  The
      definition of “Stock Acquisition Date” in Section 1 of the Rights Agreement
      is amended to add the following sentence at the end thereof:

     

    “Notwithstanding
      anything in this Agreement to the contrary, a Stock Acquisition Date shall
      not
      be deemed to have occurred as the result of any or all of the Merger
      Events.”

     

    (f)  The
      definition of “Expiration Date” in Section 1 of the Rights Agreement is
      amended to replace the words “and (iv)” with “, (iv)” and to add at the end
      thereof the words “and (v) the Effective Time (as such term is defined in the
      Merger Agreement) of the Merger (as such term is defined in the Merger
      Agreement).  The Company hereby agrees to promptly notify the Rights
      Agent, in writing, upon the occurrence of the Effective Time, which notice
      shall
      specify (i) that the Effective Time has occurred, and (ii) the date upon which
      the Rights established hereby expired and this Agreement
      terminated.”

     

    (g)  The
      following definitions shall be added to Section 1 of the Rights
      Agreement:

     

    “
“Merger
      Agreement” shall mean the Agreement and Plan of Merger dated as of July 16,
      2007 by and among Parent, Merger Sub and the Company. ”

     

    “
“Merger
      Events” shall mean (i) the announcement of the Merger (as such term is
      defined in the Merger Agreement), (ii) the execution and delivery of the
      Merger Agreement,  (iii) the conversion of Common Equity into the
      right to receive the Merger Consideration (as such term is defined in the Merger
      Agreement) in accordance with Article II of the Merger Agreement or
      (iv) the consummation of the Merger or any other transaction contemplated
      by the Merger Agreement. ”

     

    “
“Merger
      Sub” shall mean BIL Acquisition Holdings Limited, a Delaware corporation and a
      wholly owned subsidiary of Parent.”

     

    “
      “Parent” shall mean Basell AF, a Luxembourg entity.”

     

    SECTION
      3.  MISCELLANEOUS.

     

    (a)  The
      term
“Agreement” as used in the Rights Agreement shall be deemed to refer to the
      Rights Agreement as amended hereby.

     

    (b)  The
      foregoing amendment shall be effective as of the date first above written,
      and,
      except as set forth herein, the Rights Agreement shall remain in full force
      and
      effect and shall be otherwise unaffected hereby.

     

    (c)  This
      Amendment may be executed in two or more counterparts, each of which shall
      be
      deemed to be an original, but all for which together shall constitute one and
      the same instrument.

     

    (d)  This
      Amendment shall be deemed to be a contract made under the laws of the State
      of
      Delaware and for all purposes shall be governed by and construed in accordance
      with the laws of such State applicable to contracts to be made and performed
      entirely within such State; provided, however, that all provisions
      regarding the rights, duties and obligations of the Rights Agent shall be
      governed by and construed in accordance with the laws of the State of New York
      applicable to contracts made and to be performed entirely within such
      State.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


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

     

    


     

    LYONDELL
      CHEMICAL
      COMPANY

    


    By:           /s/
      T. Kevin DeNicola

    
      Name:      T.
        Kevin DeNicola

      Title:       
        Senior
        Vice President, Chief Financial Officer 

         

      

    

    


    
      	
               

            	
              COMPUTERSHARE
                TRUST COMPANY, N.A.

            


    

    


    By:           /s/
      Dennis V. Moccia

    Name:      Dennis
      V. Moccia

    Title:        Managing
      Director