ex_43.htm


    AMENDMENT

    to

    RENEWED RIGHTS
AGREEMENT

    


    


    This
AMENDMENT TO RENEWED RIGHTS AGREEMENT (the “Amendment”) is entered into this
3nd
day of December 2008, by and between LSB INDUSTRIES, INC., a Delaware
corporation (the “Company”), and UMB BANK, N.A. (“UMB”), and amends that certain
Renewed Rights Agreement, dated January 6, 1999 (the “Agreement”).

    


    WHEREAS,
on January 6, 1999, the Company adopted a preferred share purchase rights plan
(the “Rights Plan”) and entered into the Agreement with Bank One,
N.A.;

    


    WHEREAS,
the Company has been informed that the rights and obligations of Bank One, N.A.
as the rights agent under the Agreement were assumed by JPMorgan Chase
(“Chase”), and subsequently assumed by The Bank of New York Mellon
(“Mellon);

    


    WHEREAS,
neither Chase nor Mellon have been able to confirm that one or the other is
acting as the current rights agent under the Agreement;

    


    WHEREAS,
Section 21 of the Agreement provides that the Company may remove the rights
agent and appoint a new rights agent;

    


    WHEREAS,
the Company desires to appoint UMB as rights agent, and UMB desires to serve as
rights agent, in accordance with the terms of the Agreement;

    


    WHEREAS,
the Agreement provides that each Right (as defined in the Agreement) may be
exercised at an initial Purchase Price (as defined in the Rights Plan) of
$20.00, subject to adjustment;

    


    WHEREAS,
the financial advisor to the Company regarding the Company’s Rights Plan and
Agreement, Sterne Agee and Leach, Inc., has recommended to the Company’s Board
of Directors that the initial Purchase Price per Right be increased to $47.75
during the remaining term of the Agreement;

    


    WHEREAS,
the Board of Directors determined that it is desirable and in the best interest
of the Company and its stockholders that the Company to amend the Agreement
pursuant to the terms of this Amendment (a) to reflect The Bank of New York
Mellon as the rights agent and (b) to increase the initial Purchase Price for
the exercise of a Right as set forth in Section 7(b) of the Agreement from
$20.00 to $47.75.

    


    NOW,
THEREFORE, the Company and the Rights Agent hereby agree to amend the Agreement
as follows:

    


    1. Amendment to Section
7.  Paragraph (b) of Section 7 of the Agreement is hereby
amended by deleting “$20.00” and substituting “$47.75” in lieu
thereof.

    


    
      
         

      

      
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    2.  Amendment to Agreement and
Section 26.  Whenever there is a reference to Bank One, N.A. as
the rights agent in the Agreement and any exhibits attached thereto, such shall
be deleted and changed to UMB Bank, n.a..  Section 26 is hereby
amended by deleting the notice information for Bank One, N.A. and substituting
the following in lieu thereof:

    


    UMB Bank,
n.a.

    1010
Grand Blvd., 4th
Flr.

    Kansas
City, MO  64106

    Attn:  
Douglas Hare, CCTS

        Vice
President

     

    3.           Amendment to Exhibit
“B”.  The first paragraph of the form of Right Certificate,
attached as Exhibit “B” to the Agreement is hereby amended by:

     

    
      	
               
      

            	
              (a)

            	
              inserting
      in the third line thereof “, as amended by the Amendment to Renewed Rights
      Agreement, dated December 1, 2008” immediately following the phrase “dated
      as of January 6, 1999;”

            


    

     

    
      	
               
      

            	
              (b)

            	
              deleting
      the reference to “Bank One, N.A.” and substituting in lieu thereof “UMB
      Bank, n.a.;”

            


    

     

    
      	
               
      

            	
              (c)

            	
              deleting
      “$20.00” and substituting in lieu thereof “$47.75;”
  and

            


    

     

    
      	
               
      

            	
              (d)

            	
              deleting
      the phrase “Purchase Price as of January 6, 1999” and substituting in lieu
      thereof the phrase “Purchase Price as of December 1,
  2008.”

            


    

     

    4.           Amendment to Exhibit
“C”.  The form of Summary of Rights to Purchase Preferred
Shares, attached as Exhibit “C” to the Agreement is hereby amended
by:

     

    
      	
               
      

            	
              (a)

            	
              in
      the first paragraph, deleting “$20.00” and substituting in lieu thereof
      “$47.75;” and

            


    

     

    
      	
               
      

            	
              (b)

            	
              in
      the first paragraph, deleting the last sentence thereof and inserting the
      sentence “The description of the Rights are set forth in the Renewed
      Rights Agreement (the “Renewed Rights Agreement”), dated as of January 6,
      1999, as amended by the Amendent to Renewed Rights Agreement, dated
      December 1, 2008, between the Company and UMB Bank, n.a.” in lieu thereof;
      and

            


    

     

    
      	
               
      

            	
              (d)

            	
              in
      the last paragraph, conforming the reference to the Form 8-A to read,
      “Form 8 A, dated January 27, 1999, as amended by Amendment No. 1 to
      Form 8-A, dated December 1, 2008.”

            


    

     

    5.           Continuing
Effect.  The Agreement, as modified by this Amendment, will
remain in full force and effect.

    


    
      
         

      

      
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    IN
WITNESS WHEREOF, this Amendment to the Agreement is executed effective the day
and year first above written.

    


    


    LSB
INDUSTRIES, INC.

    


    


    By: /s  Jack E.
Golsen                                    

      Jack
E. Golsen, Chief Executive Officer

    


    


    


    UMB BANK,
N.A.

    


    


     By: /s/
Douglas
Hare                                      

    Douglas Hare, CCTS

    Vice
President

    


    
      
         

      

      
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