AMENDMENT NO. 3 TO RIGHTS AGREEMENT
AMENDMENT NO. 3 dated as of June 20, 2000 to the Rights Agreement dated as
of August 7, 1990 and amended as of June 1, 1999 (the "Rights Agreement") and
May 2, 2000 between The Liberty Corporation, a South Carolina corporation (the
"Company"), and American Stock Transfer & Trust Company (which replaced The
Bank of New York), as Rights Agent (the "Rights Agent").
W I T N E S S E T H
WHEREAS, the Company has entered into a Purchase Agreement, dated as of
June 19, 2000, by and between the Company and Royal Bank of Canada. (the
"Purchase Agreement") and, in connection with the transactions contemplated by
the Purchase Agreement, Royal Bank of Canada has entered into certain voting
agreements with certain shareholders of the Company;
WHEREAS, Section 26 of the Rights Agreement provides that, for so long as
the Rights (as defined in the Rights Agreement) are then redeemable, the
Company may and the Rights Agent shall, if the Company so directs, supplement
or amend any provision of the Rights Agreement in any respect without the
approval of any holders of certificates representing shares of Common Stock (as
defined in the Rights Agreement);
WHEREAS, the Rights are currently redeemable;
WHEREAS, the parties hereto desire to amend the Rights Agreement in
certain respects;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Defined Terms; References. Unless otherwise specifically
defined herein, each term used herein which is defined in the Rights Agreement
has the meaning assigned to such term in the Rights Agreement. Each reference
to "hereof", "hereunder", "herein" and "hereby" and each other similar
reference and each reference to "this Agreement" and each other similar
reference contained in the Rights Agreement shall, after this Amendment becomes
effective, refer to the Rights Agreement as amended hereby.
SECTION 2. Amendment to Section 1 of the Rights Agreement. Section 1 of
the Rights Agreement is hereby amended by adding the following proviso to
follow the first proviso in the definition of "Beneficial Owner";
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"; provided further, however, that neither Royal Bank of Canada nor any
Affiliate of Royal Bank of Canada shall be deemed to have "Beneficial
Ownership" of or to "beneficially own" or to be a "Beneficial Owner" of
any securities of the Company for purposes of this Agreement solely by
reason of either (x) that certain Purchase Agreement by and between the
Company and Royal Bank of Canada, dated as of June 19, 2000 (the "Purchase
Agreement"), or (y) those certain voting agreements between Royal Bank of
Canada and certain of the Company's shareholders entered into in
connection with the transactions contemplated by the Purchase Agreement."
SECTION 3. Entire Agreement; Restatement. Other than as expressly amended
by Section 2 of this Amendment, the Rights Agreement shall remain in full force
and effect unaffected hereby. The Rights Agreement, as amended by this
Amendment and as previously amended by Amendment No. 1 and Amendment No. 2, is
hereinafter referred to as the "Agreement," and the parties hereto hereby agree
that the Agreement may be restated to reflect the amendments provided for in
this Amendment and in Amendment No. 1 and Amendment No.2.
SECTION 4. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of South Carolina without
regard to any applicable conflicts of law rules, except that the rights and
obligations of the Rights Agent shall be governed by and construed in
accordance with the laws of the State of New York.
SECTION 5. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument.
SECTION 6. Effectiveness. This Amendment shall become effective upon
execution by each of the parties hereto of a counterpart hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
THE LIBERTY CORPORATION
By: /s/ Martha G. Williams
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Name: Martha G. Williams
Title: Vice President, General Counsel
and Secretary
Post Office Box 789
Wade Hampton Boulevard
Greenville, South Carolina 29602
Attention: Legal Department
AMERICAN STOCK TRANSFER & TRUST
COMPANY, as Rights Agent
By: /s/ Herbert J. Lemmer
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Name: Herbert J. Lemmer
Title: Vice President
40 Wall Street, 46th Floor
New York, New York 10005
