0000950103-08-000515.txt : 20080227 0000950103-08-000515.hdr.sgml : 20080227 20080227171814 ACCESSION NUMBER: 0000950103-08-000515 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20080227 DATE AS OF CHANGE: 20080227 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GETTY IMAGES INC CENTRAL INDEX KEY: 0001047202 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MAILING, REPRODUCTION, COMMERCIAL ART & PHOTOGRAPHY [7330] IRS NUMBER: 980177556 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-53603 FILM NUMBER: 08647475 BUSINESS ADDRESS: STREET 1: 601 NORTH 34TH STREET CITY: SEATTLE STATE: WA ZIP: 98103 BUSINESS PHONE: 2069256449 MAIL ADDRESS: STREET 1: 601 NORTH 34TH STREET CITY: SEATTLE STATE: WA ZIP: 98103 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GETTY INVESTMENTS LLC CENTRAL INDEX KEY: 0001056213 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1325 AIRMOTIVE WAY STREET 2: STE 262 CITY: RENO STATE: NV ZIP: 89502-3240 BUSINESS PHONE: 7023480111 MAIL ADDRESS: STREET 1: 1325 AIRMOTIVE WAY STREET 2: STE 262 CITY: RENO STATE: NV ZIP: 89502-3240 SC 13D/A 1 dp08821_sc13da.htm

OMB APPROVAL
OMB Number:	3235-0145
Expires:	February 28, 2009
Estimated average burden
hours per response	15

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 13D/A Under the Securities Exchange Act of 1934
(Amendment No. 6)*

GETTY IMAGES, INC.
(Name of Issuer)

Shares of Common Stock, par value $0.01 per share
(Title of Class of Securities)

374276 10 3
(CUSIP Number)

Jan D. Moehl Getty Investments L.L.C. 5390 Kietzke Lane, Suite 202 Reno, Nevada 89511 (775) 412-4300
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copy to: Mark J. Jenness, Esq. Sutton Place Investments 101 Huntington Avenue Suite 2575 Boston, MA 02199-7669 (617) 217-3500

February 24, 2008
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-l(f) or 240.13d-l(g), check the following box. o

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Page 1 of 8

CUSIP No. 374276 10 3

13D

1	NAME OF REPORTING PERSONS Getty Investments L.L.C. 88-0369635
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) (b)	o x
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMs 2(d) or 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 8,273,301
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 8,273,301
	10	SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,273,301
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.9%
14	TYPE OF REPORTING PERSON (See Instructions) OO

Page 2 of 8

Introductory Statement

This Amendment No. 6 on Schedule 13D (the “Amendment”) is being filed in connection with the announcement on February 25, 2008 by Getty Images, Inc., a Delaware corporation (the “Issuer”), that the Issuer entered into an Agreement and Plan of Merger, dated as of February 24, 2008 (the “Merger Agreement”), with Abe Investment, L.P., a Delaware limited partnership (“Parent”), and Abe Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”). Parent and Merger Sub are affiliates of Hellman & Friedman LLC.

The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Issuer, with the Issuer continuing as the surviving corporation (the “Merger”). As a result of the Merger, the Issuer will become a wholly owned subsidiary of Parent and each outstanding share of the Issuer’s common stock, par value $0.01 per share (the “Shares”), will be converted into the right to receive $34.00 in cash (the “Merger Consideration”), without interest, other than (a) Shares held by any stockholders who are entitled to and who properly exercise appraisal rights under Delaware law and (b) Shares held by Parent or any of its subsidiaries, including Shares to be contributed to Parent by Getty Investments L.L.C., a Delaware limited liability company (“Getty Investments”), Mark H. Getty (the Issuer’s Chairman of the Board and co-founder), The October 1993 Trust, Cheyne Walk Trust and Ronald Family Trust B (together with Getty Investments, the “Rollover Investors”) immediately prior to the completion of the Merger.

Concurrently with the Issuer’s entry into the Merger Agreement, the Rollover Investors entered into a letter agreement with Parent (the “Rollover Equity Commitment Letter”) pursuant to which the Rollover Investors agreed to contribute all of their Shares to Parent immediately prior to the effective time of the Merger in exchange for newly issued limited partnership units of Parent to be issued at a per unit value equal to the Merger Consideration (and valuing the contributed Shares at an amount per share equal to the Merger Consideration). In addition to the Rollover Equity Commitment Letter, Getty Investments and certain other parties also entered into the Voting Agreement, the Interim Investor Agreement, the Waiver and Amendment, the Foreign Filing Agreement and the Fifth Amendment, (together with the Rollover Equity Commitment Letter, the “Ancillary Agreements”), each as defined and described in more detail below. For purposes of this Amendment, the Merger Agreement and the Ancillary Agreements are referred to collectively as the “Transaction Documents”.

This Amendment is being filed by Getty Investments to amend and supplement certain portions of (i) the Schedule 13D filed on February 19, 1998 (the “Original Filing”), as amended by (ii) Amendment No. 1 thereto filed on December 9, 1999, (iii) Amendment No. 2 thereto filed on December 22, 1999, (iv) Amendment No. 3 thereto filed on October 15, 2003, (v) Amendment No. 4 thereto filed on October 5, 2006 and (vi) Amendment No. 5 thereto filed on September 28, 2007 (collectively, the “Prior Filings”) with the Securities and Exchange Commission (the “Commission”) relating to the Shares. The Schedule 13D is hereby amended and supplemented by Getty Investments as set forth below in this Amendment.

Item 4. Purpose of Transaction

The disclosure in Item 4 is hereby amended to include the following:

The Rollover Investors have agreed to vote their Shares in favor of the Merger and the adoption of the Merger Agreement and against any other Takeover Proposal (as defined in the Merger Agreement). In exchange for newly issued limited partnership units of Parent, the Rollover Investors also have agreed to contribute their Shares of the Issuer’s common stock to Parent immediately prior to the Merger. Following the consummation of the Merger, the Shares will cease to be listed on the New York Stock Exchange and will cease to be registered under the Securities Act of 1934, as amended. In connection with the Merger Agreement, the Rollover Investors entered into the Ancillary Agreements described in Item 6 below. The Merger and the Transaction Documents are described in this Amendment under “Introduction” above and under Item 6 below, which disclosure is incorporated by reference in this Item 4.

Page 3 of 8

Item 5. Interest in Securities of Issuer

The disclosure in Item 5 is hereby amended and restated in its entirety as follows:

Based on the most recent information available to Getty Investments, Getty Investments is deemed to beneficially own the number of Shares and the percentage of outstanding Shares listed in the responses to Items 11 and 13, respectively, on the cover page filed herewith, and such responses are incorporated by reference herein.

The following individuals listed on Schedule I to Amendment No. 5 are beneficial owners of Shares with respect to which Getty Investments disclaims beneficial ownership:

Mark H. Getty is the holder of 15,000 Shares. Mr. Getty received a restricted stock unit award of 1,998 Shares from the issuer on June 14, 2007. The restricted stock awarded on June 14, 2007 will vest as follows: 500 Shares on May 1, 2008; 500 Shares on May 1, 2009; 499 Shares on May 1, 2010; and 499 Shares on May 1, 2011. In addition, he is the beneficial owner of an additional 446,350 Shares that he may acquire through The Options Settlement, a revocable grantor trust of which he is the primary beneficiary, on the exercise of outstanding options held by The Options Settlement that presently are exercisable. He has sole power to vote (or direct the vote of) and sole power to dispose of (or direct the disposition of) all such Shares. He also may be deemed to be the beneficial owner of the following Shares: 622,602 Shares held by RBC Trustees (CI) Limited as Trustee of The October 1993 Trust; 24,377 Shares held by Cheyne Walk Trust; and 7,313 Shares held by Ronald Family Trust B.

Jonathan D. Klein, who is a director of Getty Investments and a director and the chief executive officer of the Issuer, is the beneficial owner of 537,000 Shares as well as an additional 878,500 Shares that he may acquire through the exercise of options. He has sole power to vote (or direct the vote of) and sole power to dispose of (or direct the disposition of) all such Shares. He also may be deemed to be the beneficial owner of the following Shares: 900 Shares held by his children, for which he disclaims beneficial ownership, and 101,002 Shares held by the JD Klein Family Settlement Trust. On January 3, 2008, Mr. Klein received a restricted stock unit award of 87,500 Shares from the Issuer pursuant to the share match program established by the amended and restated employment agreement between the Issuer and Mr. Klein executed September 7, 2007. The restricted stock awarded on January 3, 2008 will vest as follows: 21,875 Shares on January 3, 2009; 21,875 Shares on January 3, 2010; 21,875 Shares on January 3, 2011; and 21,875 Shares on January 3, 2012. The vesting of the restricted stock awarded on January 3, 2008 also is subject to performance targets established or to be established by the Compensation Committee of the Issuer’s board of directors as well as holding requirements.

Tara G. Getty, a director of Getty Investments, is the beneficial owner of 1,650 Shares. He has the sole power to vote (or direct the vote of) and sole power to dispose of (or direct the disposition of) all such Shares.

Pierre du Preez, a director of Getty Investments, is the beneficial owner of no Shares.

Alexander Waibel, a director of Getty Investments, is the beneficial owner of no Shares.

Jan D. Moehl, the sole officer of Getty Investments, is the beneficial owner of 23,500 Shares. He shares, with Kathleen W. Moehl, the power to vote (or direct the vote of) and the power to dispose of (or direct the disposition of) all of such Shares.

Except as described herein, based on the most recent information available to Getty Investments, neither Getty Investments nor any person referred to above has acquired or disposed of, or entered into any other transaction with respect to, any Shares during the past 60 days.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The disclosure in Item 6 is hereby amended to include the following:

In connection with the Merger Agreement, the persons named below entered into the contracts described below:

Merger Agreement. On February 24, 2008, the Issuer entered into the Merger Agreement with Parent and Merger Sub, affiliates of Hellman & Friedman LLC. The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Issuer, with

Page 4 of 8

the Issuer continuing as the surviving corporation. As a result of the Merger, the Issuer will become a wholly owned subsidiary of Parent and each outstanding Share will be converted into the right to receive $34.00 in cash, without interest, other than (a) Shares held by any stockholders who are entitled to and who properly exercise appraisal rights under Delaware law and (b) Shares held by Parent or any of its subsidiaries, including Shares to be contributed to Parent by the Rollover Investors immediately prior to the completion of the Merger. The foregoing summary of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is listed as Exhibit 1 hereto and is incorporated in its entirety into this Item 6 by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by the Issuer on February 26, 2008.

Rollover Equity Commitment Letter. In connection with the Merger, the Rollover Investors entered into the Rollover Equity Commitment Letter described under “Introduction” above. The signatories agreed, upon the terms and subject to the conditions set forth in the Rollover Equity Commitment Letter, to transfer, contribute and deliver to Parent an aggregate of 8,942,593 Shares, representing all of their Shares immediately prior to the effective time in exchange for newly issued limited partnership units of Parent issued at a per unit value equal to the Merger Consideration (and valuing the contributed Shares at an amount per share equal to the Merger Consideration). This summary of the Rollover Equity Commitment Letter does not purport to be complete and is qualified in its entirety by reference to the Rollover Equity Commitment Letter, which is attached hereto as Exhibit 2 and incorporated by reference into this Item 6.

Voting Agreement. The Rollover Investors executed the Voting Agreement, dated as of February 24, 2008, pursuant to which the signatories agreed, subject to certain conditions, to vote all of their Shares in favor of the adoption of the Merger Agreement and the transactions contemplated thereby and against any Takeover Proposal and any action that could reasonably be expected to impede, interfere with, delay, postpone or adversely affect the Merger or any of the transactions contemplated thereby or result in a breach in any material respect of any covenant, representation or warranty or other obligation or agreement of the Issuer under the Merger Agreement. Each signatory also agreed not to solicit any other takeover proposals or offers, or to discuss, endorse or enter into any agreement with respect to any other takeover proposal, subject to certain exceptions. This summary of the Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the Voting Agreement, which is attached hereto as Exhibit 3 and incorporated by reference in its entirety into this Item 6.

Interim Investor Agreement. The Rollover Investors entered into the Interim Investors Agreement, dated as of February 24, 2008 (the “Interim Investors Agreement”), with Parent, Merger Sub and certain other affiliates of Hellman & Friedman LLC, which will govern certain aspects of their conduct in respect of the transactions contemplated by the Transaction Documents prior to the consummation of the Merger. This summary of the Interim Investors Agreement does not purport to be complete and is qualified in its entirety by reference to the Interim Investors Agreement, which is attached hereto as Exhibit 4 and incorporated by reference in its entirety into this Item 6.

Waiver and Amendment. Getty Investments entered into a Waiver and Amendment, dated February 24, 2008 (the “Waiver and Amendment”), to the Restated Option Agreement, dated February 9, 1998 (the “Trademark Option Agreement”), with the Issuer, Getty Communications Limited and Parent. The Trademark Option Agreement is described in Item 6 of the Original Filing and attached thereto as Exhibit 7.6. Pursuant to the Waiver and Amendment, effective as of the consummation of the Merger, Getty Investments waived its option to purchase, for a nominal sum, all rights to certain Getty Images trademarks and trademark applications and agreed to certain amendments to the Trademark Option Agreement in connection with the consummation of the Merger. This summary of the Waiver and Amendment does not purport to be complete and is qualified in its entirety by reference to the Waiver and Amendment, which is attached hereto as Exhibit 5 and incorporated by reference in its entirety into this Item 6.

Page 5 of 8

Foreign Filings Agreement.Getty Investments executed a letter agreement, dated as of February 24, 2008 (the “Foreign Filings Agreement”), with the Issuer relating to certain antitrust filing requirements in Germany. Pursuant to the Foreign Filings Agreement, Getty Investments and the Issuer agreed to use their reasonable best efforts to promptly take all actions necessary, proper or advisable to obtain any approvals required under the German Act Against Restraints of Competition in connection with the transactions contemplated by the Transaction Documents. This summary of the Foreign Filings Agreement does not purport to be complete and is qualified in its entirety by reference to the Foreign Filings Agreement, which is attached hereto as Exhibit 6 and incorporated by reference in its entirety into this Item 6.

Fifth Amendment. Getty Investments, Mark H. Getty, Jonathan D. Klein, RBC Trustees (CI) Limited, as Trustee of The October 1993 Trust, Abacus Trust Company Limited, as Trustee of the JD Klein Family Settlement, and the Issuer executed a Fifth Amendment and Waiver to Stockholders’ Agreement, dated as of February 24, 2008 (the “Fifth Amendment”). The Fifth Amendment amends the Stockholders’ Agreement, dated as of February 9, 1998, as amended, which is described in Item 6 of the Prior Filings. The Stockholders’ Agreement and prior amendments thereto are attached as exhibits to the Prior Filings. Pursuant to the Fifth Amendment, compliance with provisions of the Stockholders Agreement restricting or conditioning transfers of Shares by parties to the Stockholders Agreement, including certain rights of first refusal is waived in connection with the transactions contemplated by the Transaction Documents. This summary of the Fifth Amendment does not purport to be complete and is qualified in its entirety by reference to the Fifth Amendment, which is attached hereto as Exhibit 7 and incorporated by reference in its entirety into this Item 6.

Confidentiality Agreement. Getty Investments executed a letter agreement, dated as of December 17, 2007, as amended by letter agreements, dated as of January 2, 2008, January 24, 2008 and February 24, 2008, with the Issuer pursuant to which Getty Investments agreed to certain confidentiality obligations and other restrictions with respect to a possible transaction (the “Confidentiality Agreement”). This summary of the Confidentiality Agreement does not purport to be complete and is qualified in its entirety by reference to the Confidentiality Agreement, which along with subsequent amendments thereto, is attached hereto as Exhibit 8 and incorporated by reference in its entirety into this Item 6.

Item 7. Material to be Filed as Exhibits

Exhibit 1. Agreement and Plan of Merger, dated as of February 24, 2008, among Abe Investment, L.P., Abe Acquisition Corp. and Getty Images, Inc. (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by the Issuer on February 26, 2008)

Exhibit 2. Rollover Equity Commitment Letter, dated February 24, 2008, from Getty Investments L.L.C., The October 1993 Trust, Cheyne Walk Trust, Ronald Family Trust B and Mark H. Getty to Abe Investment, L.P.

Exhibit 3. Voting Agreement, dated as of February 24, 2008, among Abe Investment, L.P., Getty Investments L.L.C., The October 1993 Trust, Cheyne Walk Trust, Ronald Family Trust B, Mark H. Getty, and The Options Settlement

Exhibit 4. Interim Investors Agreement, dated as of February 24, 2008, by and among Abe Investment, L.P., Abe Investment Holdings, Inc., Abe Acquisition Corp., Hellman & Friedman Capital Partners VI, L.P., Hellman & Friedman Capital Partners VI (Parallel), L.P., Hellman & Friedman Capital Executives VI, L.P., Hellman & Friedman Capital Associates VI, L.P., Getty Investments L.L.C., Cheyne Walk Trust, Ronald Family Trust B, The October 1993 Trust, Mark H. Getty, and The Options Settlement

Page 6 of 8

Exhibit 5. Waiver and Amendment to the Restated Option Agreement, dated February 24, 2008, by and among Getty Investments L.L.C., Getty Images, Inc., Getty Communications Limited and Abe Investment, L.P.

Exhibit 6. Letter Agreement, dated as of February 24, 2008, between Getty Investments L.L.C. and Getty Images, Inc.

Exhibit 7. Fifth Amendment and Waiver to Stockholders’ Agreement, dated as of February 24, 2008, by and among Getty Images, Inc., Getty Investments L.L.C., Mark H. Getty, Jonathan D. Klein, RBC Trustees (CI) Limited, as Trustee of The October 1993 Trust, and Abacus Trust Company Limited, as Trustee of the JD Klein Family Settlement

Exhibit 8. Letter Agreement, dated as of December 17, 2007, between Getty Investments L.L.C. and Getty Images, Inc., as amended

Page 7 of 8

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

GETTY INVESTMENTS L.L.C.


February 27, 2008
Date


/s/ Jan D. Moehl
Signature


Jan D. Moehl/Officer
(Name/Title)

Page 8 of 8

EX-99.2 2 dp08821_ex02.htm

Exhibit 2

February 24, 2008

Abe Investment, L.P.

c/o Hellman & Friedman LLC

One Maritime Plaza, 12^th Floor

San Francisco, CA 94111

Re: Rollover Commitment Letter

Ladies and Gentlemen:

Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (as it may be amended from time to time in compliance with the Interim Investors Agreement, the “Merger Agreement”), by and among Abe Investment, L.P., a Delaware limited partnership (“Parent”), Abe Acquisition Corp., a Delaware corporation (“Merger-Sub”), and Getty Images, Inc., a Delaware corporation (the “Company”), pursuant to which Merger Sub will be merged into the Company (the “Merger”). Capitalized terms used but not defined herein have the respective meanings ascribed to them in the Merger Agreement. The parties listed on Schedule A hereto are collectively referred to herein as the “Investors”.

1. Commitment. This letter confirms the several, and not joint, commitment of each of the Investors, subject to the conditions set forth herein, to transfer, contribute and deliver to Parent the number of shares of Company Common Stock set forth next to such Investor’s name on Schedule A hereto (the “Commitment”) immediately prior to the Effective Time in exchange for newly issued limited partnership units of Parent issued at a per unit value equal to the Merger Consideration (and valuing the Commitment at an amount per share equal to the Merger Consideration) (the “Subject Equity Securities”), provided that none of the Investors shall, under any circumstances, be obligated to transfer, contribute and deliver to Parent any shares of Company Common Stock in excess of its respective Commitment. After giving effect to the transfer, contribution and delivery of the Commitment and the substantially simultaneous contribution to Parent of the amount of cash equity contemplated to be funded to Parent under the Equity Commitment Letter (as such amount may be reduced by the H&F Investors in the manner contemplated by the Equity Commitment Letter), each of the Investors and the other investors in Parent will own, at the Closing, a pro rata number of the same class and series of limited partnership units of Parent (except (x) members of management of the Company and (y) an Affiliate of the Sponsor will be the general partner of Parent) based on the relative values of such contributions (valuing the Commitment at an amount per share equal to the Merger Consideration). The obligation of each of the Investors to transfer, contribute and deliver the Commitment (a) is subject to (i) the terms of this letter, (ii) the satisfaction or waiver by Parent (which waiver by Parent must have been consented to by each of the Sponsor Investors (as defined below)) of all conditions precedent to Parent’s and Merger Sub’s obligations to effect the Closing, (iii) compliance by the Sponsor Investors, Parent, Holdings and Merger Sub with Section 2.8.1, 2.8.2 and 2.8.3 and the last sentence of Section 2.1 of the Interim Investors Agreement and (iv) the substantially simultaneous funding by the Sponsor Investors and their

affiliated investment funds of the amount of the cash equity contemplated to be funded by the Equity Commitment Letter (as such amount may be reduced by the H&F Investors in the manner contemplated by the Equity Commitment Letter), provided that such amount will entitle the Sponsor Investors and their affiliated investment funds to at least a majority of the Subject Equity Securities, and (b) subject to the foregoing clause (a), will occur substantially simultaneous with the Closing and the simultaneous issuance to each of the Investors of the Subject Equity Securities. In the event that any Commitment is transferred, contributed and delivered to Parent and the Closing of the Merger does not occur promptly thereafter, Parent will return such Commitment to the Investor who transferred, contributed and delivered such Commitment as promptly as practicable and, in any event, within three Business Days after such transfer, contribution and delivery.

2. Effectiveness and Termination. The Commitment described herein will become effective upon the effectiveness of the execution and delivery hereof and of the Equity Commitment Letter. Each Investor’s obligation to fund its Commitment will terminate automatically and immediately upon the termination of the Merger Agreement in accordance with its terms. Upon termination of this letter, the Investors shall not have any further obligations or liabilities hereunder, provided that, subject to Section 4.3 of the Interim Investors Agreement, nothing herein shall relieve any party hereto from liability for any breach of this Agreement prior to any such termination.

3. Assignment; No Modification; Entire Agreement. (a) The rights and obligations under this letter may not be assigned by any party hereto without the prior written consent of the other parties and any attempted assignment shall be null and void and of no force or effect. Notwithstanding the foregoing, each of Parent and the Investors may assign their rights and obligations hereunder to the extent permitted by the Interim Investors Agreement.

(b) This letter may not be amended, and no provision hereof waived or modified, except by an instrument signed by each of the parties hereto.

(c) This letter and the other Ancillary Agreements constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, among or between any of the parties with respect to the subject matter hereof and thereof.

4. Third Party Beneficiaries. This letter shall be binding solely on, and inure solely to the benefit of, the parties hereto and their respective successors and permitted assigns, and nothing set forth in this letter shall be construed to confer upon or give to any Person (including the Company) other than the parties hereto and the Sponsor Investors and their respective successors and permitted assigns any benefits, rights or remedies under or by reason of, or any rights to enforce or cause Parent to enforce, the Commitment or any provisions of this letter. The parties agree that the Sponsor Investors are express, intended third party beneficiaries of the Investors’ obligations under this letter.

5. Enforcement. This letter may only be enforced by Parent at the direction of the Sponsor in its sole discretion. Parent shall have no right to enforce this letter unless directed to do so by the Sponsor in its sole discretion. Parent’s creditors shall have no right to enforce this letter or to cause Parent to enforce this letter. For purposes of this letter, (i) the “Sponsor” means Hellman & Friedman Capital Partners VI, L.P., (ii) the “Sponsor Investors” means the Sponsor, Hellman & Friedman Capital Partners VI (Parallel), L.P., Hellman & Friedman Capital

Executives VI, L.P. and Hellman & Friedman Capital Associates VI, L.P., (iii) the “Interim Investors Agreement” means the Interim Investors Agreement, dated as of the date hereof, among the Investors, Parent, Merger Sub and the other parties thereto, as amended from time to time, and (iv) the “Equity Commitment Letter” means the Equity Commitment Letter, dated as of the date hereof, among the Sponsor Investors and Parent, as amended from time to time.

6. Governing Law; Consent to Jurisdiction. (a) This letter, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this letter (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this letter or as an inducement to enter into this letter) shall be governed by, and construed, interpreted and enforced in accordance with, the Laws of the State of Delaware, without regard to conflict of laws principles.

(b) Any legal action, suit or proceeding arising out of or relating to this letter or the transactions contemplated hereby shall be heard and determined exclusively in the Court of Chancery of the State of Delaware, or, in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the federal courts of the United States of America located in the State of Delaware. Each party hereto hereby irrevocably (i) submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware or federal courts of the United States of America located in the State of Delaware in respect of any legal action, suit or proceeding arising out of or relating to this letter and (ii) waives, and agrees not to assert, as a defense in any such action, suit or proceeding, any claim that it is not subject personally to the jurisdiction of such courts, that its property is exempt or immune from attachment or execution, that the action, suit or proceeding is brought in an inconvenient forum, that the venue of action, suit or proceeding is improper or that this letter or the transactions contemplated hereby may not be enforced in or by such courts.

(c) Each party hereto agrees that notice or the service of process in any action, suit or proceeding arising out of or relating to this Agreement shall be properly served or delivered if delivered to the addresses of the parties set forth in, and in the manner contemplated by, the Interim Investors Agreement.

(d) The consents to jurisdiction set forth in this Section 6 shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this Section 6 and shall not be deemed to confer rights on any Person other than the parties hereto. The parties hereto agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law.

7. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS LETTER OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

8. Relationship of the Trustee. The parties acknowledge and agree that in the case of any party which is a trust, (i) the trustee of such trust is entering into this Agreement and in its representative capacity as trustee only and not in its individual capacity; (ii) the trustee (in its

capacity as trustee) shall have no personal liability under or arising out of this Agreement; and (iii) all payments to be made by a trust pursuant to this Agreement shall be made solely from the assets of the applicable trust and not from the personal assets of the trustee.

9. Counterparts. This letter may be executed in counterparts and by facsimile, each of which, when so executed, shall be deemed to be an original and all of which taken together shall constitute one and the same instrument.

[Remainder of page intentionally left blank]

Very truly yours,

GETTY INVESTMENTS L.L.C.

By:	/s/ Jan D. Moehl
	Jan D. Moehl Officer

CHEYNE WALK TRUST

Remainderman Ltd., as Trustee,

By:	Sutton Place Investments, as Administrative Agent

By:	/s/ Jan D. Moehl
	Jan D. Moehl Chief Investment Officer

RONALD FAMILY TRUST B

Remainderman Ltd., as Trustee,

By:	Sutton Place Investments, as Administrative Agent

By:	/s/ Jan D. Moehl
	Jan D. Moehl Chief Investment Officer

GFT LLC, as Trustee

By:	Sutton Place Investments, as Administrative Agent

By:	/s/ Jan D. Moehl
	Jan D. Moehl Chief Investment Officer

[Rollover Commitment Letter Signature Page]

THE OCTOBER 1993 TRUST

RBC Trustee (CI) Limited, as Trustee

By:	/s/ Philip James Jackman Le Vesconte
	Philip James Jackman Le Vesconte Authorised Signatory

	/s/ Mark H. Getty
	Mark H. Getty

[Rollover Commitment Letter Signature Page]

Accepted and acknowledged as of

the date first written above:

ABE INVESTMENT, L.P.

By: Abe GP LLC, its general partner

By: Hellman & Friedman Capital Partners VI, L.P., its managing member

	By: Hellman & Friedman Investors VI, L.P., its general partner

		By: Hellman & Friedman LLC, its general partner

		By:	/s/ Georgia Lee
			Name:	Georgia Lee
			Title:	Managing Director

[Rollover Commitment Letter Signature Page]

Schedule A

Investor		Shares of Company Common Stock
Getty Investments L.L.C.		8,273,301
Cheyne Walk Trust		24,377
Ronald Family Trust B		7,313
October 1993 Trust		622,602
Mark H. Getty		15,000
TOTAL		8,942,593

EX-99.3 3 dp08821_ex03.htm

Exhibit 3

EXECUTION COPY

VOTING AGREEMENT

VOTING AGREEMENT, dated as of February 24, 2008 (this “Agreement”), among Abe Investment, L.P., a Delaware limited partnership (“Parent”), Getty Investments L.L.C., a Delaware limited liability company (“Investments”), the October 1993 Trust, an Isle of Jersey trust (“1993 Trust”), the Cheyne Walk Trust, a Nevada irrevocable private trust (“CWT”), the Ronald Family Trust B, a Nevada irrevocable private trust (“RFTB”), Mark H. Getty, an individual (“Mark Getty”), and the Options Settlement, an Isle of Jersey trust (“Options Settlement,” and together with Investments, 1993 Trust, CWT, RFTB and Mark Getty, the “Stockholders”).

WHEREAS, concurrently herewith, Parent, Abe Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Getty Images, Inc., a Delaware corporation (the “Company”), are entering into an Agreement and Plan of Merger (the “Merger Agreement”; capitalized terms used but not defined herein shall have the respective meanings set forth in the Merger Agreement), pursuant to which (and subject to the terms and conditions set forth therein) Merger Sub will merge with and into the Company (the “Merger”);

WHEREAS, the Stockholders beneficially own the 8,942,593 shares of Company Common Stock set forth on Exhibit A hereto (the “Owned Shares”), and the Owned Shares, together with any shares of Company Common Stock acquired by any of the Stockholders after the date hereof, whether upon exercise of options or warrants, conversion of convertible securities or otherwise, are collectively referred to herein as the “Covered Shares”;

WHEREAS, in order to induce Parent to enter into the Merger Agreement and proceed with the Merger, Parent and the Stockholders are entering into this Agreement; and

WHEREAS, each of the Stockholders acknowledges that Parent is entering into the Merger Agreement in reliance on the representations, warranties, covenants and other agreements of the Stockholders set forth in this Agreement and would not enter into the Merger Agreement if the Stockholders did not enter into this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, Parent and each of the Stockholders hereby agree as follows:

1. Agreement to Vote. Each of the Stockholders agrees that it shall, and shall cause any other holder of record of any Covered Shares to, at any meeting of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting) or in any other circumstances upon which a vote, consent or other approval of the Stockholders of the Company is sought (i) when a meeting is held, appear at such meeting or otherwise cause the Covered Shares to be counted as present thereat for the purpose of establishing a quorum, (ii) vote (or cause to be voted) all Covered Shares in favor of the Merger and the adoption of the Merger Agreement and the transactions contemplated by the Merger Agreement (the “Transactions”) and (iii) vote (or cause to be voted) all Covered Shares against any Takeover Proposal and any other action that could reasonably be expected to impede, interfere with, delay, postpone or adversely affect the Merger or any of the Transactions or result in a breach in any

material respect of any covenant, representation or warranty or other obligation or agreement of the Company under the Merger Agreement. Except as set forth in this Section 1, the Stockholders shall not be restricted from voting in favor of, against or abstaining with respect to any matter presented to the stockholders of the Company. In addition, nothing in this Agreement shall limit the right of any Stockholder to vote any Covered Shares in connection with the election of directors.

2. No Inconsistent Agreements. Each of the Stockholders hereby covenants and agrees that it (a) has not entered into, and shall not enter into, any voting agreement or voting trust, with respect to the Covered Shares (except for the Stockholders’ Agreement, dated as of February 9, 1998 among the Company, Investments, Mark Getty, and the other parties thereto, as amended and in effect as of the date hereof), (b) has not granted, and shall not grant, a proxy or power of attorney with respect to the Covered Shares that is inconsistent with its obligations pursuant to this Agreement and (c) has not entered into, and shall not enter into, any agreement or undertaking that is otherwise inconsistent with its obligations pursuant to this Agreement.

3. Termination. This Agreement shall terminate upon the earliest of (a) the Effective Time, (b) the termination of the Merger Agreement in accordance with its terms and (c) written notice of termination of this Agreement by Parent to the Stockholders; provided that nothing herein shall relieve any party hereto from liability for any breach of this Agreement prior to any such termination.

4. Representations and Warranties.

(a) Representations and Warranties of Parent. Parent hereby represents and warrants to the Stockholders as follows:

(i) Valid Existence. Parent is a limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has the requisite limited partnership power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted.

(ii) Authority Relative to This Agreement. Parent has all necessary limited partnership power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Parent and the consummation by Parent of the transactions contemplated hereby have been duly and validly authorized by all necessary limited partnership action, and no other limited partnership proceedings on the part of Parent are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly authorized, executed and delivered by Parent and, assuming due authorization, execution and delivery by each of the Stockholders, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except that such enforceability is subject to the Bankruptcy and Equity Exception.

(iii) No Conflicts. Except for (x) filings required under, and compliance with other applicable requirements of, the Exchange Act and the rules and regulations of the NYSE, (y) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and (z) filings required under, and compliance with other applicable requirements of, the HSR Act and Foreign Antitrust Laws, (A) no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary on the part of Parent for the execution and delivery of this Agreement by Parent and the consummation by Parent of the transactions contemplated hereby and (B) neither the execution and delivery of this Agreement by Parent nor the consummation by Parent of the transactions contemplated hereby nor compliance by Parent with any of the provisions hereof shall (1) conflict with or violate the certificate of limited partnership or limited partnership agreement (or similar organizational document) of Parent, (2) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any property or asset of Parent pursuant to, any Contract to which Parent is a party or by which Parent or any property or asset of Parent is bound or affected or (3) violate any Law or Order, except in the case of (2) or (3) for violations, breaches or defaults that would not in the aggregate materially impair the ability of Parent to perform its obligations hereunder.

(b) Representations and Warranties of the Stockholders. The Stockholders hereby, severally and not jointly, represent and warrant to Parent as follows:

(i) Ownership of Securities. Each of the Stockholders is the only beneficial owner and, except as otherwise noted on Schedule I hereto, the only record holder of the Owned Shares set forth opposite his or its name on Schedule I hereto, in each case free and clear of Liens (except for the Lien on the Owned Shares of the 1993 Trust pursuant to the Contract described on Schedule II hereto). Each of the Stockholders has sole voting power and sole power of disposition with respect to all of the Owned Shares set forth opposite his or its name on Schedule I hereto, with no restrictions, subject to applicable federal securities laws on their rights of disposition pertaining thereto (other than as created by this Agreement, the Rollover Commitment Letter and the Interim Investors Agreement, dated as of the date hereof (as amended from time to time, the “Investors Agreement”), among the Stockholders, Parent and the other parties thereto). As of the date hereof, none of the Stockholders own beneficially or of record any equity securities of the Company other than (x) the Owned Shares set forth on Schedule I, (y) 446,350 shares of Company Common Stock that may be acquired by Options Settlement upon the exercise of options that are outstanding as of the date hereof (the “Options”) and (z) 1,998 restricted stock units (the “RSUs”) that are held by Mark Getty. No Stockholder has appointed or granted any proxy which is still in effect with respect to the Covered Shares. Other than the Rollover Commitment Letter and the Investors Agreement, there are no agreements or arrangements of any kind, contingent or otherwise, obligating any Stockholder to transfer or cause to be transferred any Covered Shares and no Person has any contractual or other right or obligation to purchase or otherwise acquire any of such Covered Shares.

(ii) Existence, Power; Binding Agreement. Each of the Stockholders (other than Mark Getty) is validly existing and in good standing under the laws of the jurisdiction of its formation or, in the case of an Investor that is a trust, the jurisdiction of its domicile, and has the requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. Mark Getty has full power and authority to execute and deliver this Agreement, to perform his obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of the Stockholders and, assuming due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation of each of the Stockholders, enforceable against each of the Stockholders in accordance with its terms, except that such enforceability is subject to the Bankruptcy and Equity Exception. None of the Covered Shares constitute community property or otherwise need spousal or other approval for this Agreement to be a legal, valid and binding obligation of Mark Getty, enforceable against Mark Getty in accordance with its terms.

(iii) No Conflicts. Except (x) for filings required under, and compliance with other applicable requirements of, the Exchange Act and the rules and regulations of the NYSE, and (y) as set forth on Schedule I, (A) no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary on the part of any of the Stockholders for the execution and delivery of this Agreement by any of the Stockholders and the consummation by any of the Stockholders of the transactions contemplated hereby and (B) neither the execution and delivery of this Agreement by the Stockholders nor the consummation by the Stockholders of the transactions contemplated hereby or compliance by the Stockholders with any of the provisions hereof shall (1) in the case of any Stockholder (other than Mark Getty), conflict with or violate any provision of its certificate of formation or operating agreement (or similar organizational documents), (2) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any property or asset of any of the Stockholders pursuant to any Contract to which any of the Stockholders is a party or by which any of the Stockholders or any property or asset of any of the Stockholders is bound or affected, except for the Lien on the Owned Shares of the 1993 Trust pursuant to the Contract described on Schedule II hereto, or (3) violate any Law or Order applicable to any of the Stockholders or any of its or his properties or assets, except in the case of (2) or (3) for violations, breaches or defaults that would not in the aggregate materially impair the ability of any of the Stockholders to perform its obligations hereunder.

(iv) Accredited Investor. Each of the Stockholders is an “accredited investor” (as defined under the Securities Act) and a sophisticated investor, is capable of evaluating the merits and risks of its investments and has the capacity to protect its own interests.

5. Certain Covenants of the Stockholders. Except in accordance with the terms of this Agreement, each of the Stockholders hereby, severally and not jointly, covenants and agrees as follows:

(a) No Solicitation. Subject to Section 6 hereof in the case of Mark Getty and the last sentence of this Section 5(a), each of the Stockholders agrees that he or it shall not, and shall use his or its reasonable best efforts to cause his and its Representatives not to, (i) directly or indirectly, initiate, knowingly solicit or knowingly encourage (including by way of furnishing non-public information) any inquiries regarding or the making of any proposal or offer that constitutes, or could reasonably be expected to result in, any Takeover Proposal, (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding any Takeover Proposal or (iii) endorse or enter into any agreement or letter of intent with respect to any Takeover Proposal. If any of the Stockholders receives (including by notification from any of his or its Representatives) any inquiry or proposal with respect to any Takeover Proposal or the sale of shares of Company Common Stock held by any Stockholder (including a request for Permitted Discussions (as defined below)), then such Stockholder shall promptly (and in any event within twenty-four (24) hours after receipt by (or notification to) such Stockholder) inform Parent of the terms and conditions, if any, of any such inquiry or proposal and the identity of the Person making it. Such Stockholder’s notice shall include (i) a copy of any written Takeover Proposal or inquiry or proposal with respect to the sale of shares of Company Common Stock and any other documents provided to such Stockholder or any of his or its Representatives with respect to such Takeover Proposal or sale of shares of Company Common Stock or (ii) in respect of any Takeover Proposal or any inquiry or proposal relating to a sale of shares of Company Common Stock not made in writing, a written summary of the material terms of such Takeover Proposal, inquiry or proposal, including the identity of the Person or group of Persons making the Takeover Proposal, inquiry or proposal. Such Stockholder shall keep Parent reasonably informed on a prompt basis of the status and developments regarding any such inquiry or proposal (including the status of any Permitted Discussions and developments relating thereto). Nothing in this Section 5(a) shall prohibit any Stockholder from contacting any Person making any inquiry or proposal in order to notify such Person of the provisions of this Agreement or from informing the Company of any information required to be communicated by such Stockholder to Parent pursuant to this Section 5(a). Subject to Section 6 hereof in the case of Mark Getty and the last sentence of this Section 5(a), each of the Stockholders and his or its Representatives shall cease and cause to be terminated any discussions or negotiations with any Person conducted heretofore with respect to any Takeover Proposal or the sale of shares of Company Common Stock held by any Stockholder. Subject to the Stockholders’ compliance in all material respects with this Section 5(a) and the Company’s compliance in all material respects with Section 5.4 of the Merger Agreement, Investments may engage in or otherwise participate in discussions or negotiations (“Permitted Discussions”) with any Person with respect to a Takeover Proposal and a potential waiver or amendment of the Restated Option Agreement, dated February 9, 1998, among Investments, the Company and Getty Communications Limited (f/k/a Getty Communications plc) (the “Restated Option Agreement”) if, prior to engaging in or otherwise participating in any such discussions or negotiations with such Person, (1) the board of directors of the Company has received from such Person a written Takeover Proposal after the date of this Agreement and prior to obtaining the Company Stockholder Approval that the board of directors of the Company determines constitutes or could reasonably be expected to result in a Superior Proposal and authorizes the Company to engage in discussions or negotiations with such Person regarding such Takeover Proposal and (2) the board of directors specifically requests in writing that Investments engage in or otherwise participate in discussions or negotiations with such Person and Investments shall have delivered a copy of such request to Parent, provided that (x) any

Permitted Discussions with Investments shall be conducted in the presence of the Company’s financial advisor or outside counsel (and, if requested by Investments, the financial advisor or outside counsel of Investments) and shall cease if the Company determines not to pursue such Takeover Proposal and notifies Investments in writing of such determination and (y) any such waiver or amendment shall be on the same terms as the Waiver and Amendment to the Restated Option Agreement dated as of the date hereof among Parent and the parties to the Restated Option Agreement or on terms less favorable to such Person.

(b) Restriction on Transfer, Proxies and Non-Interference. Each of the Stockholders hereby agrees, except as expressly contemplated by the Rollover Commitment Letter, not to (i) sell, transfer, pledge, encumber, assign or otherwise dispose of, or enter into any Contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, any of the Covered Shares, the Options or the RSUs, or (ii) knowingly take any action that would make any representation or warranty of any of the Stockholders contained herein untrue or incorrect or have the effect of preventing or disabling any of the Stockholders from performing his or its obligations under this Agreement. Notwithstanding the foregoing, the 1993 Trust may make transfers of its Covered Shares for estate planning or similar purposes to Mark Getty and/or any trusts solely for the benefit of Mark Getty and/or the spouse and descendants of Mark Getty so long as the 1993 Trust retains sole control over the voting and disposition of such Covered Shares and agrees in writing to continue to vote such Covered Shares in accordance with this Agreement; provided, however, that, prior to and as a condition to the effectiveness of any such transfer, each such Person to whom any of such Covered Shares is to transferred shall have executed and delivered to Parent a counterpart of this Agreement pursuant to which such Person shall agree to be bound by all the terms and provisions of this Agreement.

(c) Certain Notifications. Each of the Stockholders agrees, while this Agreement is in effect, to promptly notify Parent of the number of any new shares of Company Common Stock acquired by such Stockholder, if any, after the date hereof (including, upon exercise of Options or vesting of RSUs).

6. Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary, nothing herein shall be construed to limit or affect any action taken by Mark H. Getty acting in his capacity as a director of the Company and in compliance with the Merger Agreement.

7. No Control. Nothing contained in this Agreement shall give Parent the right to control or direct the Company or the Company’s operations.

8. Amendment. This Agreement may not be amended except by an instrument in writing signed by each of the parties hereto.

9. Non-Survival of Representations and Warranties. The respective representations and warranties of the Stockholders and Parent contained herein shall not survive the closing of the transactions contemplated hereby and by the Merger Agreement.

10. Notices. Each party hereto agrees that notice or the service of process in any action, suit or proceeding arising out of or relating to this Agreement shall be properly served or

delivered if delivered to the addresses of the parties set forth in, and in the manner contemplated by, the Interim Investors Agreement.

11. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

12. Entire Agreement; Assignment. This Agreement, together with the Rollover Commitment Letter and the Investors Agreement, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the parties hereto with respect to the subject matter hereof. This Agreement shall not be assigned by operation of law or otherwise by any party hereto without the prior written consent of the other parties hereto, except that Parent may assign all or any of its rights and obligations hereunder to any Affiliate of Parent; provided, however, that no such assignment shall relieve the assigning party of its obligations hereunder if such assignee does not perform such obligations.

13. Rules of Construction. The parties to this Agreement have been represented by counsel during the negotiation and execution of this Agreement and waive the application of any Laws or rules of construction providing that ambiguities in any agreement or other document will be construed against the party drafting such agreement or other document.

14. Governing Law; Consent to Jurisdiction. (a) This Agreement, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) shall be governed by, and construed, interpreted and enforced in accordance with, the Laws of the State of Delaware, without regard to conflict of laws principles.

(b) Any legal action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be heard and determined exclusively in the Court of Chancery of the State of Delaware or, in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the federal courts of the United States of America located in the State of Delaware. Each party hereto hereby irrevocably (i) submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware or federal courts of the United States of America located in the State of Delaware in respect of any legal action, suit or proceeding arising out of or relating to this Agreement and (ii) waives, and agrees not to assert, as a defense in any such action, suit or proceeding, any claim that it is not subject personally to the jurisdiction of such courts, that its property is exempt or immune from attachment or execution, that the action, suit or proceeding is brought in an

inconvenient forum, that the venue of action, suit or proceeding is improper or that this Agreement or the transactions contemplated hereby may not be enforced in or by such courts.

(d) The consents to jurisdiction set forth in this Section 14 shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this Section 14 and shall not be deemed to confer rights on any Person other than the parties hereto. The parties hereto agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law.

15. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

16. Specific Performance. The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement were not performed in accordance with the terms hereof and that the parties hereto shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or equity.

17. Relationship of the Trustee. The parties acknowledge and agree that in the case of any party which is a trust, (i) the trustee of such trust is entering into this Agreement and in its representative capacity as trustee only and not in its individual capacity; (ii) the trustee (in its capacity as trustee) shall have no personal liability under or arising out of this Agreement; and (iii) all payments to be made by a trust pursuant to this Agreement shall be made solely from the assets of the applicable trust and not from the personal assets of the trustee.

18. Headings. The descriptive headings contained in this Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

19. Counterparts. This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterpart, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, Parent and each of the Stockholders have executed or caused to be executed this Agreement as of the date first written above.

ABE INVESTMENT, L.P.

By: Abe GP LLC, its general partner


By: Hellman & Friedman Capital Partners VI, L.P., its managing member

	By: Hellman & Friedman Investors VI, L.P., its general partner

		By: Hellman & Friedman LLC, its general partner

		By:	/s/ Georgia Lee
			Name:	Georgia Lee
			Title:	Managing Director

[Voting Agreement Signature Page]

STOCKHOLDERS:


GETTY INVESTMENTS L.L.C.

By:	/s/ Jan D. Moehl
	Jan D. Moehl Officer

CHEYNE WALK TRUST

Remainderman Ltd., as Trustee,

By:	Sutton Place Investments, as Administrative Agent

By:	/s/ Jan D. Moehl
	Jan D. Moehl Chief Investment Officer

RONALD FAMILY TRUST B

Remainderman Ltd., as Trustee,

By:	Sutton Place Investments, as Administrative Agent

By:	/s/ Jan D. Moehl
	Jan D. Moehl Chief Investment Officer

GFT LLC, as Trustee

By:	Sutton Place Investments, as Administrative Agent

By:	/s/ Jan D. Moehl
	Jan D. Moehl Chief Investment Officer

[Voting Agreement Signature Page]

THE OCTOBER 1993 TRUST

RBC Trustee (CI) Limited, as Trustee

By:	/s/ Philip James Jackman Le Vesconte
	Philip James Jackman Le Vesconte Authorised


THE OPTIONS SETTLEMENT

RBC Trustee (CI) Limited, as Trustee

By:	/s/ Philip James Jackman Le Vesconte
	Philip James Jackman Le Vesconte Authorised


	/s/ Mark H. Getty
	Mark H. Getty

[Voting Agreement Signature Page]

Exhibit A

Stockholder		Owned Shares

Getty Investments L.L.C.		8,273,301

Cheyne Walk Trust		24,377

Ronald Family Trust B		7,313

Mark Getty		15,000

The October 1993 Trust		622,602

Of the 8,273,301 shares of the Company owned by Getty Investments L.L.C., 62,471 are registered in book entry form at The Northern Trust Company as custodian and would be held under the “street name” for The Northern Trust Company. The remaining 8,210,830 shares are certificated and registered in the name of Getty Investments L.L.C.

The 24,377 shares of the Company owned by Cheyne Walk Trust are registered in book entry form at The Northern Trust Company as custodian and would be held under the “street name” for The Northern Trust Company.

The 7,313 shares of the Company owned by Ronald Family Trust B are registered in book entry form at The Northern Trust Company as custodian and would be held under the “street name” for The Northern Trust Company.

The 15,000 shares held by Mark Getty are registered in book entry form at Morgan Stanley account in San Francisco and would be held under the “street name” for Morgan Stanley.

In the case of shares issued to a Stockholder that is a trust, the name of the trustee acting on behalf of the trust also may be shown on the account or on the share certificate.

EX-99.4 4 dp08821_ex04.htm

Exhibit 4

INTERIM INVESTORS AGREEMENT

This Interim Investors Agreement (the “Agreement”) is made as of February 24, 2008 by and among Abe Investment, L.P., a Delaware limited partnership (“Parent”), Abe Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), Abe Investment Holdings, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Holdings”), and the other parties appearing on the signature pages hereto.

RECITALS

1. On the date hereof, Parent, Merger Sub and Getty Images, Inc. (the “Company”) have executed an Agreement and Plan of Merger, dated as of the date hereof (as amended from time to time, the “Merger Agreement”), pursuant to which, upon the terms and subject to the conditions set forth therein, Merger Sub will be merged with and into the Company (the “Merger”).

2. Concurrently with the execution and delivery of this Agreement, the H&F Investors (as defined below) have executed a letter agreement in favor of Parent (as amended from time to time, the “Equity Commitment Letter”) in which the H&F Investors have agreed, subject to the terms and conditions set forth therein, to make a cash equity investment in Parent immediately prior to the Closing, which cash equity investment will be contributed by Parent to Merger Sub as equity immediately prior to the Rollover Closing (as defined below).

3. Concurrently with the execution and delivery of this Agreement, the Rollover Investors (as defined below) have executed a letter agreement in favor of Parent (as amended from time to time, the “Rollover Commitment Letter,” and together with the H&F Commitment Letter, the “Commitment Letters”) in which the Rollover Investors have agreed, subject to the terms and conditions set forth therein, to transfer, contribute and deliver shares of Company Common Stock to Parent immediately prior to the Closing (the “Rollover Closing”).

4. Immediately after the Closing (the “Contribution Closing”), upon the terms and subject to the conditions set forth herein, Parent will contribute all of the shares of common stock of the Surviving Corporation to Holdings in exchange for common stock of Holdings.

5. The Investors (as defined below), Parent, Holdings and Merger Sub wish to agree to certain terms and conditions that will govern the actions of Parent, Holdings and Merger Sub and the relationship among the Investors with respect to the Merger Agreement, the Commitment Letters and the transactions contemplated thereby.

AGREEMENT

Therefore, the parties hereto hereby agree as follows:

1. EFFECTIVENESS; DEFINITIONS.

1.1. Effectiveness. This Agreement shall become effective on the date hereof concurrently with the execution and delivery of the Commitment Letters.

1.2. Definitions. Certain terms are used in this Agreement as specifically defined herein. Certain of those definitions are set forth in Section 3 hereof. Capitalized terms used herein but not defined shall have the meanings given to them in the Merger Agreement.

2. AGREEMENTS AMONG THE INVESTORS.

2.1. Actions of Parent, Holdings and Merger Sub. Subject to the terms of this Agreement, the H&F Investors may cause Parent, Holdings and Merger Sub to take any actions and Parent, Holdings and Merger Sub shall take only those actions approved by the H&F Investors in connection with the Merger Agreement, the Commitment Letters, the Voting Agreement and the Option Agreement and the transactions and financings contemplated by such agreements or otherwise. Without limiting the generality of the foregoing, subject to the terms of this Agreement (a) the H&F Investors may cause Parent and Merger Sub to take any action or refrain from taking any action in order for Parent and Merger Sub to comply with their obligations, satisfy their closing conditions or exercise their rights under the Merger Agreement, including determining that the conditions to closing specified in Sections 6.1 and 6.2 of the Merger Agreement (the “Closing Conditions”) have been satisfied, waiving compliance with any agreements and conditions contained in the Merger Agreement, amending or modifying the Merger Agreement, obtaining the debt financing for the Merger and related transactions (including pursuant to the Debt Commitment Letter) and determining to close the Merger and (b) all actions and decisions of Parent and Merger Sub relating to the Commitment Letters, the Voting Agreement and the Option Agreement, including any negotiations, amendments or waivers relating to any of the foregoing, shall require the approval of the H&F Investors. Notwithstanding anything to the contrary in this Agreement, in no event shall Parent or Merger Sub, without the prior written consent of the Rollover Investors, (A) amend or modify (and in no event shall any H&F Investor cause Parent, Merger Sub or any other Fund Affiliate that becomes a party to the Merger Agreement to amend or modify) the Merger Agreement (i) so as to modify the Merger Consideration to a non-cash form or (ii) so as to add any new parties to the Merger Agreement (other than any Fund Affiliates and any wholly owned Subsidiaries thereof and any Subsidiaries of the Company) or (B) obtain debt financing such that, immediately following the Effective Time, the ratio of Consolidated Total Debt (as defined in the Debt Commitment Letter) to Consolidated EBITDA (as defined in the Debt Commitment Letter and as determined for the twelve-month period ending March 31, 2008) is in excess of 6.0:1.

2.2. Unitholders Agreements. Parent and each Investor agree to negotiate in good faith with respect to, and enter into concurrently with the Closing, one or more definitive agreements, including a limited partnership agreement (the “Unitholders Agreements”), that together reflect the terms and conditions set forth on Schedule I and/or such additional or modified terms as the H&F Investors and the Rollover Investors shall approve. Each of Parent and the H&F Investors agrees to use its commercially reasonable efforts to cause the Co-Investors to enter into the Unitholders Agreements concurrently with the Closing.

2.3. Equity Commitments.

2.3.1. Each Investor hereby affirms and agrees that Parent, acting at the direction of the H&F Investors, shall be entitled to enforce (including seeking specific performance) the provisions of each Commitment Letter in accordance with its terms.

Parent shall not attempt such enforcement of any Commitment Letter until the H&F Investors have determined that the Closing Conditions have been satisfied or validly waived as permitted hereunder. Parent shall have no right to enforce any of the Commitment Letters unless acting at the direction of the H&F Investors. The Rollover Investors shall not have any right to enforce (including seeking specific performance) the Equity Commitment Letter. For the avoidance of doubt, it is understood that the creditors of Parent shall not have any right to enforce (including seeking specific performance) the Commitment Letters or to cause Parent to enforce (including seeking specific performance) any of the Commitment Letters.

2.3.2. Prior to the Closing, no Investor shall transfer, directly or indirectly, its obligations and rights under its Commitment Letter or this Agreement, other than (a) as approved by all the Investors, (b) in the case of the H&F Investors, a transfer of the right and obligation to fund their Commitments to (x) any affiliated investment fund (“Fund Affiliate”), provided, however that any such transferee shall be obligated to become a party to this Agreement and no such assignment shall relieve the assigning party of its obligations hereunder if the assignee does not perform its obligations, or (y) up to an aggregate of $200 million of such Commitments to the following (the “Co-Investors”) (for the avoidance of doubt, it is understood that the Persons set forth on Schedule II hereto shall be deemed to be Co-Investors to the extent set forth therein): (i) any of the debt financing providers for the Merger and related transactions and/or any Affiliates of such providers and/or (ii) no more than two (2) other investment funds or other financial investors (or groups of related investment funds or other financial investors) in the aggregate, and (c) the October 1993 Trust may transfer its right and obligation to transfer, contribute and deliver its Commitment under the Rollover Commitment Letter to Mark H. Getty and/or any trusts solely for the benefit of Mark H. Getty and/or the spouse and descendants of Mark H. Getty for estate planning or similar purposes (Mark H. Getty or any such trust, a “Permitted Family Transferee”), provided, however, that Mark H. Getty retains sole control over the voting and disposition of such Rollover Shares, any such transferee shall be obligated to become a party to this Agreement (if not already a party hereto) and Mark H. Getty shall be responsible for the obligations of the October 1993 Trust hereunder and under the Rollover Commitment Letter if the assignee does not perform its obligations.

2.3.3. The H&F Investors, or Parent acting at the direction of the H&F Investors, shall be permitted to terminate the Rollover Commitment Letter if any of the Rollover Investors are in material breach of their obligations to fund the Commitment set forth in the Rollover Commitment Letter.

2.4. Notice of Closing. Parent and Merger Sub agree to keep the Rollover Investors reasonably and promptly informed of developments relating to the Merger, including the likely Closing Date. If Parent or Merger Sub receives any notice under the Merger Agreement, it shall notify each Investor at the addresses, and in the manner, set forth in Section 4.16. The failure of Parent or Merger Sub to perform its obligations under this Section 2.4 will not relieve any Investor of any of its obligations under this Agreement.

2.5. Expenses.

2.5.1. Except as provided by Section 2.5.4 and except in connection with the remedies available under Section 4.3, (a) the H&F Investors shall be responsible for all of, and the Rollover Investors shall not be responsible for any of (whether by contribution of money or otherwise), the expenses and fees of legal counsel, accountants, financial advisors and other consultants and advisors and any financing or other fees or expenses (excluding the Parent Termination Fee or any Company Damages, in each case if and to the extent paid or payable to the Company pursuant to the Merger Agreement or the Limited Guarantee) (collectively, “Expenses”) incurred by the H&F Investors, Parent, Holdings and Merger Sub in connection with the Merger Agreement, the Ancillary Agreements, the Equity Commitment Letter and the Limited Guarantee (collectively, the “Transaction Agreements”) and the transactions and financings contemplated hereby and thereby and (b) each Rollover Investor will be responsible for all of, and none of the H&F Investors, Parent, Holdings or Merger Sub shall be responsible for any of, the Expenses incurred by the Rollover Investors in connection with the Transaction Agreements and the transactions and financings contemplated hereby and thereby.

2.5.2. Except in connection with the remedies available under Section 4.3, the Rollover Investors shall have no liability to the H&F Investors, Parent, Holdings or Merger Sub with respect to the Parent Termination Fee or any Company Damages if paid or payable by the H&F Investors, Parent, Holdings or Merger Sub to the Company pursuant to the Merger Agreement or the Limited Guarantee.

2.5.3. The Rollover Investors shall have no right to receive any portion of the Termination Fee or any Parent Damages if paid or payable by the Company pursuant to the Merger Agreement.

2.5.4. In the event that the Closing occurs, Parent, Holdings and Merger Sub shall substantially simultaneously with the Closing, pay or reimburse, or cause to be paid or reimbursed, each of the Investors for the Expenses incurred by it in connection with the Transaction Agreements and the transactions and financings contemplated hereby and thereby.

2.6. Contributions.

2.6.1. After giving effect to the contribution to Parent by the H&F Investors and any Co-Investors of the amount of cash equity contemplated to be funded by the Equity Commitment Letter (as such amount may be reduced by the H&F Investors in the manner contemplated by the Equity Commitment Letter) (the “Cash Contribution”) and the contribution to Parent by the Rollover Investors of their respective Commitments (the “Rollover Contribution”), each of the H&F Investors, the Rollover Investors and any Co-Investors will own a pro rata number of the same class and series of limited partnership units of Parent (excluding the general partnership interest described in the following clause (b)) based on the relative values of such contributions (valuing each of the Rollover Shares at an amount per share equal to the Merger Consideration), and, at

the Effective Time, Parent will not have any outstanding equity interests other than (a) the limited partnership units held by the H&F Investors and any Co-Investors pursuant to the Cash Contribution and the Rollover Investors pursuant to the Rollover Contribution, (b) the general partnership interest held by an Affiliate of the H&F Investors (for the avoidance of doubt, it is understood that such Affiliate shall have no economic interest in Parent other than through its ownership of limited partnership units of the same class and series as those held by the H&F Investors, the Rollover Investors and any Co-Investors) and (c) limited partnership units and other equity interests held by employees, directors and officers of the Company and its Subsidiaries.

2.6.2. Parent agrees to transfer, contribute and deliver, immediately after the Closing, all shares of common stock of the Surviving Corporation held by it to Holdings in exchange for newly issued common stock of Holdings (the “Post-Closing Contribution”), which together with any previously outstanding shares, 100% of which are owned by Parent, shall constitute 100% of the outstanding common stock of Holdings immediately after the Post-Closing Contribution.

2.7. Representations and Warranties; Covenants.

2.7.1. Each Investor, severally and not jointly, hereby represents, warrants and covenants to the other Investors that (a) such Investor (unless an individual) is validly existing and in good standing under the laws of the jurisdiction of its formation or, in the case of an Investor that is a trust, the jurisdiction of its domicile, and has the requisite power and authority to execute and deliver this Agreement, the Commitment Letter to which it is a party and the Option Amendment (if a party thereto), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, (b) if such Investor is an individual, such Investor has full power and authority to execute and deliver this Agreement, the Commitment Letter to which such Investor is a party and the Option Amendment (if a party thereto), to perform such Investor’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, (c) this Agreement, the Commitment Letter to which such Investor is a party and the Option Amendment (if a party thereto) have been duly and validly executed and delivered by such Investor and, assuming due authorization, execution and delivery by the other parties thereto, constitute legal, valid and binding obligations of such Investor, enforceable against such Investor in accordance with their terms, except that such enforceability is subject to the Bankruptcy and Equity Exception, (d) none of the Rollover Shares constitute community property or otherwise need spousal or other approval for this Agreement or the Rollover Commitment Letter to be a legal, valid and binding obligation of Mark H. Getty, enforceable against Mark H. Getty in accordance with its terms, (e) except for (w) filings required under, and compliance with other applicable requirements of, the Exchange Act and the rules and regulations of the NYSE, (x) solely in the case of Parent and Merger Sub, the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (y) solely in the case of Parent, Merger Sub, Holdings and the H&F Investors, filings required under, and compliance with other applicable requirements of, the HSR Act and Foreign Antitrust Laws and (z) solely in the case of the Rollover Investors, as set forth on Schedule III, (i) no filing

with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary on the part of such Investor for the execution and delivery of this Agreement, the Commitment Letter to which such Investor is a party and the Option Amendment (if a party thereto) by such Investor and the consummation by such Investor of the transactions contemplated hereby and thereby and (ii) neither the execution and delivery of this Agreement, such Commitment Letter or the Option Amendment (if a party thereto) by such Investor nor the consummation by such Investor of the transactions contemplated hereby or thereby or compliance by such Investor with any of the provisions hereof or thereof shall (1) in the case of any Investor that is not an individual, conflict with or violate any provision of its certificate of formation or operating agreement (or similar organizational documents), (2) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any property or asset of such Investor pursuant to any Contract to which such Investor is a party or by which such Investor or any property or asset of such Investor is bound or affected, except for the creation of any Liens described on Schedule IV with respect to the limited partnership units issued to the October 1993 Trust in the Rollover Contribution, or (3) violate any Law or Order applicable to any of such Investor or any of its or his properties or assets; (f) such Investor and each of its members, partners and stockholders is an “accredited investor” within the meaning of Rule 501(a) under the Securities Act and (g) none of the information supplied in writing by such Investor for inclusion or incorporation by reference in the Proxy Statement or Schedule 13E-3 will cause a breach of the representation and warranty of Parent or Merger Sub set forth in Section 4.8 of the Merger Agreement.

2.7.2. Each Rollover Investor, severally and not jointly, hereby represents, warrants and covenants to each of the other Investors that (a) such Rollover Investor is, and will be immediately prior to the Closing, the only beneficial owner and, except as otherwise noted on Exhibit A to this Agreement, the only record holder of the number of shares of Company Common Stock set forth opposite its or his name on Exhibit A to this Agreement (the “Rollover Shares”), in each case free and clear of Liens (except for the Liens described on Schedule IV with respect to the Rollover Shares of the October 1993 Trust), (b) such Rollover Investor has sole voting power and sole power of disposition with respect to all of such Rollover Shares, with no restrictions, subject to applicable federal securities laws on their rights of disposition pertaining thereto (other than as created by this Agreement, the Rollover Commitment Letter and the Voting Agreement), (c) upon completion of the transactions contemplated by the Rollover Agreement, Merger Sub will acquire good and marketable title to such Rollover Shares free and clear of any Liens (except for the Liens described on Schedule IV with respect to the Rollover Shares of the October 1993 Trust), (d) other than the Rollover Commitment Letter and this Agreement and except the obligations under the Stockholders’ Agreement, dated as of February 9, 1998, among the Company, Getty Investments L.L.C. and the other parties, as such agreement has been amended and is in effect as of the date hereof (all of which obligations have been validly waived by the other parties thereto prior to the date hereof pursuant to an executed waiver (a true and complete copy of which has been made available to Parent prior to the date hereof by

the Rollover Investors) that is in full force and effect), there are no agreements or arrangements of any kind, contingent or otherwise, obligating such Rollover Investor to transfer or cause to be transferred any of such Rollover Shares and no Person has any contractual or other right or obligation to purchase or otherwise acquire any of such Rollover Shares, (e) the only Contracts or arrangements in effect between such Rollover Investor or any of his or its Affiliates (excluding the Company and its Subsidiaries), on the one hand, and the Company or any of its Subsidiaries, on the other hand, are those identified on Schedule V hereto (collectively, the “Affiliate Agreements”) and true and complete copies of each of the Affiliate Agreements (including any amendments thereto) have been provided to Parent prior to the date hereof; (f) there are no outstanding claims for fees and expenses under any of the Affiliate Agreements with respect to such Rollover Investor, or any claims for indemnity thereunder, and such Rollover Investor is not aware of any matters which could give rise to a claim for indemnity thereunder; (g) after the date hereof, such Rollover Investor will not amend any Affiliate Agreement or enter into any Contract that would be an Affiliate Agreement; (h) immediately prior to the Closing, such Rollover Investor will execute and deliver a termination and release agreement terminating all Contracts and arrangements with the Company or any of its Subsidiaries (other than the Option Agreement) without any obligation or liabilities having been incurred or satisfied by the Company or any of its Subsidiaries under any of such Contracts or arrangements after the date hereof, provided that all confidentiality provisions and all rights to indemnification (solely with respect to claims of which the Rollover Investor is not aware) in such Contracts and arrangements will survive such termination; (i) during the three year period immediately preceding the date of this Agreement, such Rollover Investor has not taken any action to cause him or it to be an “interested stockholder” (within the meaning of Section 203 of the DGCL) of the Company or the restrictions of Section 203 of the DGCL on “business combinations” (within the meaning of Section 203 of the DGCL) to be applicable to such Rollover Investor because the transactions pursuant to which such Rollover Investor became an “interested stockholder” were approved in advance by the board of directors of the Company; (j) such Rollover Investor hereby waives any rights of appraisal or rights of dissent that such Rollover Investor may have with respect to the Merger; (k) such Rollover Investor shall not take any action, or cause to be taken any action, to challenge, prevent or impair the Voting Agreement, the Rollover Commitment Letter or the Option Amendment from being in full force and effect at all times prior to the Closing; and (l) the Schedule 13D filed by the Rollover Investors, together with all amendments filed with the SEC prior to the date of this Agreement, does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

2.7.3. Getty Investments L.L.C. hereby represents, warrants and covenants that it has provided or made available to Parent prior to the date hereof true and complete copies of its certificate of formation and operating agreement and will not amend any of such documents prior to the Closing in a manner that could reasonably be expected to adversely affect its ability to perform its obligations hereunder or under the Rollover Commitment Letter or to consummate the transactions contemplated hereby or thereby.

2.8. Tax and Rollover Matters.

2.8.1. In no event shall Parent or Merger Sub (and in no event shall any H&F Investor cause Parent or Merger Sub to) amend the Merger Agreement in a manner that would reasonably be expected to cause the Commitment (as defined in the Rollover Commitment Letter) to fail to qualify as a transaction under section 721 of the Code for U.S. federal income tax purposes.

2.8.2. The parties agree that, for U.S. federal income tax purposes, the Post-Closing Contribution is intended to be treated as an exchange described in Section 351 of the Code (provided the parties do not have knowledge to the effect that the Post-Closing Contribution does not so qualify as a result of the failure of the representations and warranties to be provided to Parent at Closing by or on behalf of the Rollover Investors pursuant to Schedule VI to be true) and the parties agree to take no positions inconsistent with Section 351 treatment, unless required by Law. Each party hereto shall not take any action that would reasonably be expected to cause the Post-Closing Contribution not to qualify as an exchange described in Section 351 of the Code.

2.8.3. At the Contribution Closing, Parent, Holdings, the H&F Investors, the Co-Investors, the Rollover Investors and any other parties who contribute shares of Company Common Stock to Parent in exchange for limited partnership units of Parent immediately prior to the Closing (the “Management Rollover Investors”), severally and not jointly, will make the representations and warranties set forth on Schedule VI.

2.8.4. Notwithstanding anything to the contrary set forth in the Merger Agreement, the Options Settlement shall be permitted to rollover and exchange options to acquire up to 446,350 shares of Company Common Stock (the “Existing Options”) for options to acquire shares of common stock of Holdings (the “Rollover Options”) (such rollover and exchange, the “Options Rollover”), whereby the “total option spread” after such rollover and exchange shall remain unchanged and the terms of each Rollover Option shall remain substantially the same as the Existing Option, except that each Rollover Option shall (i) represent a number of shares of Holdings common stock equal to the number of shares of Company Common Stock subject to the Existing Option multiplied by the Option Conversion Ratio (as defined below), with the number of shares subject to each Rollover Option after the rollover and exchange rounded down to the nearest whole number of shares; and (ii) have an exercise price per share equal to the exercise price per share of Company Common Stock under the Existing Option divided by the Option Conversion Ratio, with the exercise price per share rounded up to the nearest whole cent. The “Option Conversion Ratio” for purposes of this Section 2.8.4 shall equal the ratio of the per share Merger Consideration to the fair market value of a share of common stock of Holdings as of the Effective Time. For purposes of this Section 2.8.4, (A) “total option spread” before the Options Rollover shall mean the product of (i) the total number of shares of Company Common Stock subject to an Existing Option that will be rolled over and exchanged, and (ii) the excess, if any, of the per share Merger Consideration over the exercise price per share of Company Common Stock subject to such Existing Option, and (B) “total option spread” after the Options Rollover shall mean the product of (i) the total number of

shares of common stock of Holdings subject to a Rollover Option, and (ii) the excess of the fair market value of a share of common stock of Holdings as of the Effective Time over the exercise price per share subject to such Rollover Option. Each of Holdings and Options Settlement agrees to negotiate in good faith with respect to, and enter into prior to the Closing, customary documentation to effect the Options Rollover.

2.9. Antitrust Matters.

2.9.1. Subject to the terms and conditions of this Agreement, each of the Rollover Investors shall use his or its reasonable best efforts to promptly take, or cause to be taken, all actions, and do, or cause to be done, all things, necessary, proper or advisable to obtain any approvals required under the Antitrust Laws with respect to such Rollover Investor as promptly as practicable, including preparing and filing promptly and fully all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended filings) under applicable Antitrust Laws. In furtherance and not in limitation of the foregoing, the Rollover Investors agree to make an appropriate filing with the German Federal Cartels Office with respect to the transactions contemplated hereby as promptly as practicable (and in any event within ten (10) Business Days from the date hereof) or such other time as mutually agreed to by the parties, and to supply as promptly as practicable any additional information and documentary material that may be requested by the German Federal Cartels Office and use its reasonable best efforts to take, or cause to be taken, all other actions consistent with this Section 2.9 necessary to cause the expiration or termination of any applicable waiting periods (including any extensions thereof) as soon as practicable. Each of the parties shall cooperate with each other and the Company in connection with the matters contemplated by this Section 2.9.1.

2.9.2. Each of the Rollover Investors shall keep the other parties to this Agreement and the Company informed in all material respects on a reasonably timely basis of (i) any investigation or other inquiry by or before the German Federal Cartels Office or any other Governmental Authority relating to the transactions contemplated hereby, including any proceeding initiated by a private party, and (ii) any material communication received by such party from, or given by such party to, the German Federal Cartels Office or any other Governmental Authority and of any material communication received or given in connection with any such proceeding by a private party, in each case regarding any of the transactions contemplated hereby.

2.9.3. In furtherance and not in limitation of the covenants of the Rollover Investors contained in this Section 2.9, each of the Rollover Investors hereto shall use its or his reasonable best efforts to resolve such objections, if any, as may be asserted by the German Federal Cartels Office or any other Governmental Authority with respect to the application of Antitrust Laws to the transactions contemplated hereby. Without limiting any other provision hereof, each of the Rollover Investors shall use its or his reasonable best efforts to (i) avoid the entry of, or to have vacated or terminated, any decree, decision, order or judgment that would restrain, prevent or delay the consummation of the transactions contemplated hereby, on or before the Walk-Away

Date, including by defending through litigation on the merits any claim asserted in any court by any Person, and (ii) avoid or eliminate each and every impediment under any Antitrust Laws that may be asserted by the German Federal Cartels Office or any other Governmental Authority with respect to the transactions contemplated hereby so as to enable the consummation of the transactions contemplated hereby to occur as soon as reasonably possible (and in any event on or before the Walk-Away Date). Notwithstanding anything to the contrary, each of the Rollover Investors shall take all such actions, including (i) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such assets or businesses of the Rollover Investors and (ii) otherwise taking or committing to take actions that limit the Rollover Investors freedom of action with respect to, or their ability to retain, one or more of their investments, businesses, product lines or assets, in each case, as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order, or other decision or order in any suit or proceeding, which would otherwise have the effect of preventing or materially delaying the consummation of the transactions contemplated hereby.

3. CERTAIN DEFINITIONS. For purposes of this Agreement, the following terms shall have the following meanings:

“Commitments” shall mean (a) for each of the H&F Investors, the amount of cash equity contemplated to be funded by the Equity Commitment Letter (as such amount may be reduced by the H&F Investors in the manner contemplated by the Equity Commitment Letter), after taking into account any transfers permitted by Section 2.3.2 hereto and (b) for each of the Rollover Investors, the Rollover Shares (based on the Merger Consideration) set forth in the Rollover Commitment Letter, after taking into account any transfers permitted by Section 2.3.2 hereto.

“H&F Investors” shall mean, collectively, (a) Hellman & Friedman Capital Partners VI, L.P., (b) Hellman & Friedman Capital Partners VI (Parallel), L.P., (c) Hellman & Friedman Capital Executives VI, L.P., (d) Hellman & Friedman Capital Associates VI, L.P. and (e) any Fund Affiliate of any of the foregoing to whom a transfer is made pursuant to Section 2.3.2 hereto.

“Investors” shall mean, collectively, (a) the H&F Investors and (b) the Rollover Investors.

“Option Agreement” shall mean the Restated Option Agreement, dated February 9, 1998, between Getty Investments L.L.C., the Company and Getty Communications Limited (f/k/a Getty Communications plc) as amended by the Waiver and Amendment to Restated Option Agreement, dated as of the date hereof (the “Option Amendment”), among Getty Investments L.L.C., the Company, Getty Communications Limited, and Parent and as amended from time to time thereafter.

“Rollover Investors” shall mean, collectively, (a) Getty Investments L.L.C., (b) the October 1993 Trust, (c) the Cheyne Walk Trust, (d) the Ronald Family Trust B, (e) Mark H.

Getty, (f) the Options Settlement and (g) and any Permitted Family Transferee of the October 1993 Trust to whom a transfer is made pursuant to Section 2.3.2 hereto.

“Voting Agreement” shall mean the Voting Agreement, dated as of the date hereof, between Parent and the Rollover Investors, as amended from time to time.

4. MISCELLANEOUS.

4.1. Option Amendment and Termination. This Agreement may be amended and modified only by an agreement in writing signed by each of the Investors. This Agreement shall terminate (except with respect to Sections 1.2, 2.5, 2.7, 3 and 4) upon the earliest of (i) the completion of the Post-Closing Contribution, (ii) the termination of the Merger Agreement and (iii) the written agreement of the parties hereto; provided that, subject to Section 4.3 hereto, nothing herein shall relieve any party hereto from liability for any breach of this Agreement prior to any such termination.

4.2. Severability. In the event that any provision hereof would, under applicable law, be invalid or unenforceable in any respect, such provision shall be construed by modifying or limiting it so as to be valid and enforceable to the maximum extent compatible with, and possible under, applicable Law. The provisions hereof are severable, and in the event any provision hereof should be held invalid or unenforceable in any respect, it shall not invalidate, render unenforceable or otherwise affect any other provision hereof.

4.3. Remedies.

(a) The parties agree that this Agreement and the Rollover Commitment Letter will be enforceable against the Rollover Investors by all available remedies at law or in equity (including specific performance).

(b) Without prejudice to any remedy the Company may obtain against Parent and Merger Sub (solely to the extent provided for under the Merger Agreement) and against the H&F Investors (solely to the extent as provided for under the Limited Guarantee), other than as provided in Section 2.5.1 and 2.5.2, none of the Rollover Investors shall have, and none of them shall seek, any direct or indirect remedies, whether at law or in equity (including specific performance), against any of Parent, Holdings, Merger Sub, the H&F Investors or the H&F Related Parties (as defined below) in connection with (i) the Merger or any of the other transactions and financings contemplated by the Transaction Agreements, or (ii) a breach, failure to perform or fraud by any of Parent, Holdings, Merger Sub or the H&F Investors under any of the Transaction Agreements; provided, however, if the Rollover Closing and the Effective Time have occurred, this Agreement and all other Ancillary Agreements will be enforceable against Parent, Holdings, Merger Sub and the H&F Investors and the Rollover Commitment Letter will be enforceable against Parent, in each case by all available remedies at law or in equity (including specific performance).

(c) Notwithstanding anything to the contrary herein, in no event shall any party have the right to recover from any other party hereto lost profits, or any special, indirect, or consequential damages in connection with the enforcement of this Agreement or the Rollover Commitment Letter; provided, however, the parties acknowledge and agree that Expenses, the

Parent Termination Fee and Company Damages shall not constitute lost profits or special, indirect or consequential damages.

(d) The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement or the Rollover Commitment Letter were not performed in accordance with the terms hereof and that, subject to the limitations on remedies set forth in this Section 4.3, the parties hereto shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or equity.

4.4. No Recourse.

(a) Notwithstanding anything that may be expressed or implied in this Agreement, or any document or instrument delivered in connection herewith, Parent, Holdings, Merger Sub and each of the Rollover Investors agrees and acknowledges that no H&F Related Party shall have any obligations hereunder and that, notwithstanding that the H&F Investors or any of their permitted assigns may be a partnership or limited liability company, no recourse hereunder or under any documents or instruments delivered in connection herewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate or assignee of any of the Investors or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate or assignee of any of the H&F Investors (each, other than the H&F Investors, a “H&F Related Party”), whether by or through attempted piercing of the corporate (or limited liability company or limited partnership) veil, by or through a claim by or on behalf of any of the H&F Investors against any H&F Related Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise (provided that nothing in this Agreement shall limit any rights of Parent, Merger Sub, Holdings or the H&F Investors against the Company in connection with the Merger Agreement and any other agreements to which the Company is a party). It is expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any H&F Related Party for any obligations of any of the Investors or any of their successors or permitted assigns under this Agreement or any documents or instrument delivered in connection herewith or for any claim based on, in respect of, or by reason of such obligations or their creation.

(b) Notwithstanding anything that may be expressed or implied in this Agreement, or any document or instrument delivered in connection herewith, Parent, Holdings, Merger Sub and each of the H&F Investors and agree and acknowledge that no Rollover Related Party shall have any obligations hereunder and that, notwithstanding that the Rollover Investors or any of their permitted assigns may be a partnership or limited liability company, no recourse hereunder or under any documents or instruments delivered in connection herewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate or assignee, in each case, in such person’s capacity as such, of any of the Investors (each, other than the Rollover Investors, a “Rollover Related Party”), whether by or through attempted piercing of the corporate (or limited liability company or limited partnership) veil, by or through a claim by or on behalf of any of the Rollover Investors against any Rollover Related Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or

otherwise. It is expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any Rollover Related Party for any obligations of any of the Investors or any of their successors or permitted assigns under this Agreement or any documents or instrument delivered in connection herewith or for any claim based on, in respect of, or by reason of such obligations or their creation.

4.5. Rollover Investors’ Representative. Each of the Rollover Investors hereby irrevocably appoints Getty Investments L.L.C. as such Rollover Investor’s proxy and attorney-in-fact with full power of substitution (the “Representative”), to act on behalf of each Rollover Investor with respect to any matter (including any amendments or waivers) arising under this Agreement, the Rollover Commitment Letter and the Voting Agreement. Each of Parent, Merger Sub, Holdings and the H&F Investors shall be entitled to deal exclusively with the Representative with respect to any matters (including any amendments or waivers) arising under this Agreement, the Rollover Commitment Letter and the Voting Agreement and shall be entitled to rely, without independent investigation whatsoever, on (i) the power and authority of the Representative to act on behalf of, and to bind, all Rollover Investors, and (ii) any document executed or purported to be executed on behalf of the Rollover Investors by the Representative and any other action taken or purported to be taken on behalf of the Rollover Investors by the Representative, in each case as fully binding upon the Rollover Investors. Any notices delivered to the Representative under this Agreement, the Rollover Commitment Letter and the Voting Agreement shall be deemed to constitute notices to all of the other Rollover Investors. None of Parent, Merger Sub, Holdings or the H&F Investors shall have any liability to any Rollover Investor for any acts or omissions of the Representative, or any acts or omissions taken or not taken by any Persons at the direction of the Representative. The Representative shall not be entitled to a fee for its services as Representative hereunder.

4.6. Governing Law; Consent to Jurisdiction. (a) This Agreement, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) shall be governed by, and construed, interpreted and enforced in accordance with, the Laws of the State of Delaware, without regard to conflict of laws principles.

(b) Any legal action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be heard and determined exclusively in the Court of Chancery of the State of Delaware, or, in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the federal courts of the United States of America located in the State of Delaware. Each party hereto hereby irrevocably (i) submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware or federal courts of the United States of America located in the State of Delaware in respect of any legal action, suit or proceeding arising out of or relating to this Agreement and (ii) waives, and agrees not to assert, as a defense in any such action, suit or proceeding, any claim that it is not subject personally to the jurisdiction of such courts, that its property is exempt or immune from attachment or execution, that the action, suit or proceeding is brought in an inconvenient forum, that the venue of action, suit or proceeding is improper or that this Agreement or the transactions contemplated hereby may not be enforced in or by such courts.

(c) Each party hereto agrees that notice or the service of process in any action, suit or proceeding arising out of or relating to this Agreement shall be properly served or delivered if delivered to the addresses set forth in, and the manner contemplated by, Section 4.16 of this Agreement.

(d) The consents to jurisdiction set forth in this Section 4.6 shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this Section 4.6 and shall not be deemed to confer rights on any Person other than the parties hereto. The parties hereto agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law.

4.7. WAIVER OF JURY TRIAL. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS LETTER AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.

4.8. Exercise of Rights and Remedies; Waivers. No delay of or omission in the exercise of any right, power or remedy accruing to any party as a result of any breach or default by any other party under this Agreement shall impair any such right, power or remedy, nor shall it be construed as a waiver of or acquiescence in any such breach or default, or of any similar breach or default occurring later; nor shall any such delay, omission nor waiver of any single breach or default be deemed a waiver of any other breach or default occurring before or after that waiver. Any agreement on the part of a party hereto to any waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party.

4.9. Other Agreements. This Agreement, together with the agreements referenced herein, constitutes the entire agreement, and supersedes all prior agreements, understandings, negotiations and statements, both written and oral, among the parties or any of their Affiliates with respect to the subject matter contained herein except for such other agreements as are referenced herein which shall continue in full force and effect in accordance with their terms.

4.10. Assignments. The rights and obligations of the parties hereunder shall not be assigned without the prior consent of the other parties hereto; provided, however, that (a) in connection with any transfer of the right and obligation to fund its Commitments to any Fund Affiliates pursuant to and in compliance with Section 2.3.2, the H&F Investors may assign their rights and obligations under this Agreement to such Fund Affiliates without the prior written consent of the other parties hereto, provided that no such assignment shall relieve the assigning party of its obligations hereunder if the assignee does not perform its obligations, and (b) in connection with any transfer of the right and obligations to fund its Commitments to any Permitted Family Transferee pursuant to and in compliance with Section 2.3.3, the October 1993 Trust may assign its rights and obligations under this Agreement to such Permitted Family Transferee, provided that no such assignment shall relieve the assigning party of its obligations

hereunder if the assignee does not perform its obligations. Any assignment in derogation of the foregoing shall be null and void.

4.11. Confidentiality. Each party hereto agrees to, and shall cause its affiliates, directors, officers, employees, agents, advisors and representatives (“Representatives”) to, keep this Agreement and any information supplied by or on behalf of any of the other parties to this Agreement, confidential (“Confidential Information”) and to use, and cause its Representatives to use, the Confidential Information only in connection with the Merger and the transactions contemplated hereby; provided, however, that the term “Confidential Information” does not include information that (a) is already in such party’s possession, provided that such information is not subject to another confidentiality agreement with or other obligation of secrecy to any person, (b) is or becomes generally available to the public other than as a result of a disclosure, directly or indirectly, by such party or such party’s Representatives, or (c) is or becomes available to such party on a non-confidential basis from a source other than any of the parties hereto or any of their respective Representatives, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to any person; providedfurther, however, that nothing in this Agreement, the Voting Agreement, the Option Agreement or the Commitment Letters shall prevent any party hereto from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of any regulatory agency or authority having jurisdiction over such party, (iii) to the extent required by Law, (iv) to the extent necessary in connection with the exercise of any remedy, hereunder, (v) in connection with a transfer permitted by Section 2.3.2 and (vi) to such party’s Representatives that need to know such information (it being understood and agreed that, in the case of clause (i), (ii) or (iii), such party shall notify the other parties hereto of the proposed disclosure as far in advance of such disclosure as practicable and use reasonable efforts to ensure that any information so disclosed is accorded confidential treatment, when and if available). Notwithstanding anything to the contrary herein, the parties acknowledge and agree that nothing in the Ancillary Agreements shall prohibit or restrict any of the Investors from complying with their obligations under the Securities Exchange Act of 1934, as amended, as determined in good faith by such party after consultation with its counsel. No party shall have any obligation to seek confidential treatment of any information required to be disclosed by the Securities and Exchange Commission as determined in good faith by such party after consultation with its counsel.

4.12. Publicity. Each party hereto will coordinate in good faith any and all press releases and other public relations matters with respect to the Merger and the transactions contemplated hereby. Unless otherwise required by Law, no party hereto may issue any press release or otherwise make any public announcement or comment on the Merger Agreement, this Agreement and the transactions contemplated thereby and hereby without the prior consent of the H&F Investors.

4.13. Counterparts. This Agreement may be executed in any number of counterparts, all of which will be one and the same agreement. This Agreement will become effective when each party to this Agreement will have received counterparts signed by all of the other parties.

4.14. Interpretation. The Section headings contained in this Agreement are inserted for convenience only and will not affect in any way the meaning or interpretation of this Agreement. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If

an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favoring or disfavoring any party because of the authorship of any provision of this Agreement. The words such as “herein,” “hereof,” and “hereunder” refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context requires otherwise. The word “including,” or any variation thereof means “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it.

4.15. Relationship of the Trustee. The parties acknowledge and agree that in the case of any party which is a trust, (i) the trustee of such trust is entering into this Agreement and in its representative capacity as trustee only and not in its individual capacity; (ii) the trustee (in its capacity as trustee) shall have no personal liability under or arising out of this Agreement; and (iii) all payments to be made by a trust pursuant to this Agreement shall be made solely from the assets of the applicable trust and not from the personal assets of the trustee.

4.16. Notices. All notices and other communications under this Agreement shall be in writing and shall be deemed given (a) when delivered personally by hand (with written confirmation of receipt), (b) when sent by facsimile (with written confirmation of transmission), or (c) one (1) Business Day following the day sent by overnight courier (with written confirmation of receipt), in each case at the following addresses and facsimile numbers (or to such other address or facsimile number as a party may have specified by notice given to the other parties pursuant to this provision):

If to the H&F Investors, Parent, Holdings or Merger Sub, to:

c/o Hellman & Friedman LLC

One Maritime Plaza, 12^th Floor

San Francisco, California 94111

Attention: C. Andrew Ballard

Arrie Park, Esq.

Facsimile: (415) 788-0176

with a copy (which shall not constitute notice) to:

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

Attention: Brian M. Stadler

Facsimile: (212) 455-2502

and

Simpson Thacher & Bartlett LLP

2550 Hanover Street

Palo Alto, California 94304

Attention: Chad Skinner

Facsimile: (650) 251-5002

If to any of the Rollover Investors, to:

c/o Getty Investments L.L.C.

c/o Sutton Place Investments

101 Huntington Avenue, Suite 2575

Boston, Massachusetts 02199

Attention: Jan Moehl

Mark Jenness

Facsimile: (617) 217-3501

with a copy (which shall not constitute notice) to:

Davis Polk & Wardwell

1600 El Camino Real

Menlo Park, California 94025

Attention: Daniel Kelly

Sarah Solum

Facsimile: (650) 752-2111

4.17. No Partnership. Nothing in this letter agreement shall be deemed to constitute a partnership between any of the parties, nor constitute any part the agent of any other party for any purpose.

[Signature pages follow]

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) under seal as of the date first above written.

ABE INVESTMENT, L.P.

By: Abe GP LLC, its general partner


By: Hellman & Friedman Capital Partners VI, L.P., its managing member

	By: Hellman & Friedman Investors VI, L.P., its general partner

		By: Hellman & Friedman LLC, its general partner

		By:	/s/ Georgia Lee
			Name:	Georgia Lee
			Title:	Managing Director

ABE INVESTMENT HOLDINGS, INC.

By:	/s/ Georgia Lee
	Name:	Georgia Lee
	Title:	Treasurer and Assistant Secretary

ABE ACQUISITION CORP.

By:	/s/ Georgia Lee
	Name:	Georgia Lee
	Title:	Treasurer and Assistant Secretary

[Interim Investors Agreement Signature Page]

HELLMAN & FRIEDMAN CAPITAL PARTNERS VI, L.P.

By:	Hellman & Friedman Investors VI, L.P., its general partner

	By:	Hellman & Friedman LLC, its general partner

			By:	/s/ Georgia Lee
				Name:	Georgia Lee
				Title:	Managing Director

HELLMAN & FRIEDMAN CAPITAL PARTNERS VI (PARALLEL), L.P.

By:	Hellman & Friedman Investors VI, L.P., its general partner

	By:	Hellman & Friedman LLC, its general partner

			By:	/s/ Georgia Lee
				Name:	Georgia Lee
				Title:	Managing Director

HELLMAN & FRIEDMAN CAPITAL EXECUTIVES VI, L.P.

By:	Hellman & Friedman Investors VI, L.P., its general partner

	By:	Hellman & Friedman LLC, its general partner

			By:	/s/ Georgia Lee
				Name:	Georgia Lee
				Title:	Managing Director

[Interim Investors Agreement Signature Page]

HELLMAN & FRIEDMAN CAPITAL ASSOCIATES VI, L.P.

By:	Hellman & Friedman Investors VI, L.P., its general partner

	By:	Hellman & Friedman LLC, its general partner

			By:	/s/ Georgia Lee
				Name:	Georgia Lee
				Title:	Managing Director

[Interim Investors Agreement Signature Page]



GETTY INVESTMENTS L.L.C.

By:	/s/ Jan D. Moehl
	Jan D. Moehl Officer

CHEYNE WALK TRUST

Remainderman Ltd., as Trustee,

By:	Sutton Place Investments, as Administrative Agent

By:	/s/ Jan D. Moehl
	Jan D. Moehl Chief Investment Officer

RONALD FAMILY TRUST B

Remainderman Ltd., as Trustee,

By:	Sutton Place Investments, as Administrative Agent

By:	/s/ Jan D. Moehl
	Jan D. Moehl Chief Investment Officer

GFT LLC, as Trustee

By:	Sutton Place Investments, as Administrative Agent

By:	/s/ Jan D. Moehl
	Jan D. Moehl Chief Investment Officer

[Interim Investors Agreement Signature Page]

THE OCTOBER 1993 TRUST

RBC Trustee (CI) Limited, as Trustee

By:	/s/ Philip James Jackman Le Vesconte
	Philip James Jackman Le Vesconte Authorised Signatory


THE OPTIONS SETTLEMENT

RBC Trustee (CI) Limited, as Trustee

By:	/s/ Philip James Jackman Le Vesconte
	Philip James Jackman Le Vesconte Authorised Signatory


	/s/ Mark H. Getty
	Mark H. Getty

[Interim Investors Agreement Signature Page]

Exhibit A

Getty Investments L.L.C.	8,273,301

Cheyne Walk Trust	24,377

Ronald Family Trust B	7,313

Mark H. Getty (personal shares)	15,000

Mark H. Getty (Restricted Stock Units)	1,998

The October 1993 Trust	622,602

The Options Settlement	446,350

Of the 8,273,301 shares of the Company owned by Getty Investments LLC, 62,471 are registered in book entry form at The Northern Trust Company as custodian and would be held under the “street name” for The Northern Trust Company. The remaining 8,210,830 shares are certificated and registered in the name of Getty Investments LLC.

The 15,000 shares held by Mark Getty are registered in book entry form at Morgan Stanley account in San Francisco and would be held under the “street name” for Morgan Stanley.

In the case of shares issued to a Rollover Investor that is a trust, the name of the trustee acting on behalf of the trust also may be shown on the account or on the share certificate.

EX-99.5 5 dp08821_ex05.htm

Exhibit 5

WAIVER AND AMENDMENT TO RESTATED OPTION AGREEMENT

This WAIVER AND AMENDMENT TO RESTATED OPTION AGREEMENT, dated as of February 24, 2008 (this “Agreement”), is by and among Getty Investments L.L.C., a Delaware limited liability company (“Getty Investments”), Getty Images, Inc., a Delaware corporation (“Getty Images”), Getty Communications Limited (f/k/a Getty Communications plc) a company organized under the laws of England and Wales (“Getty Communications”), and Abe Investment, L.P., a Delaware limited partnership (“Parent”).

WHEREAS, Getty Investments, Getty Images and Getty Communications entered into a Restated Option Agreement, dated February 9, 1998 (the “Option Agreement”), pursuant to which, among other things, upon the terms and subject to the conditions set forth therein, Getty Investments has the right to obtain control over the Getty Marks in the event that a third party acquires a Controlling Interest in Getty Images;

WHEREAS, concurrently with the execution and delivery of this Agreement, Getty Images, Inc., Parent and Abe Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), are entering into an Agreement and Plan of Merger, dated as of the date hereof (as such agreement may be amended from time to time in compliance with the Interim Investors Agreement of even date herewith among Parent, Merger Sub, Abe Investment Holdings, Inc., Getty Investments and other parties thereto (as amended from time to time), the “Merger Agreement”), pursuant to which, among other things, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into Getty Images, and Getty Images will become a subsidiary of Parent (the “Merger”);

WHEREAS, prior to and immediately after the consummation of the Merger, a majority of the equity interests of Parent will be beneficially owned by Hellman & Friedman Capital Partners VI, L.P., a Delaware limited partnership and certain of its affiliated investment fund entities (“HFCP VI”); and

WHEREAS, as a condition to the willingness of, and as an inducement to, Parent to enter into the Merger Agreement, Getty Investments has agreed to enter into this Agreement pursuant to which, among other things, Getty Investments has agreed to waive certain rights under the Option Agreement and to amend certain provisions in the Option Agreement effective upon the closing of the Merger (the “Closing”).

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

ARTICLE I

CERTAIN DEFINITIONS

1.1 Capitalized Terms. Capitalized terms used in this Agreement and not defined herein have the meanings ascribed to them in the Option Agreement.

ARTICLE II

WAIVER

2.1 Waiver.

(a) Effective as of the Closing without any further action necessary on the part of the parties hereto or any other Person, Getty Investments hereby waives the right to exercise, and agrees not to exercise, the option granted under the Option Agreement (the “Option”) in connection with the consummation of the transactions contemplated by the Merger Agreement, including the Merger and HFCP VI and its investment vehicle and fund Affiliates (collectively, the “H&F Group”) obtaining an indirect Controlling Interest in Getty Images. For the purposes of this Agreement, “Affiliate” shall have the meaning set forth in Rule 12b-2 promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended. Without limiting the foregoing, subject to the amendments to the Option Agreement set forth in Article III of this Agreement, Getty Investments continues to retain the Option, which it may exercise at any time in the future if any third party (or related third party group), other than the H&F Group pursuant to the Merger Agreement, obtains a Controlling Interest in Getty Images, and the waiver contemplated by this Section 2.1 does not constitute a waiver by Getty Investments of any other provisions under the Option Agreement, as amended by this Agreement.

ARTICLE III

AMENDMENTS TO THE OPTION AGREEMENT

3.1 Exercise of Option. The parties hereto agree that, effective as of the Closing without any further action necessary on the part of the parties hereto or any other Person, the Option Agreement is hereby amended to insert a new Section 2(c) as follows:

“(c)

Notwithstanding anything to the contrary set forth herein, Getty Investments shall not have the right to exercise the option in Section 2(a) if and for so long as HFCP VI and its investment vehicle and fund Affiliates, collectively, beneficially own, or otherwise have the right to vote, directly or indirectly, a Controlling Interest in Getty Images, whether through beneficial ownership of voting securities of Getty Images or any direct or indirect parent of Getty Images and/or through proxies, voting trusts, voting agreements or otherwise. For the purposes of this Agreement, “Affiliate” shall have the meaning set forth in Rule 12b-2 promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended.”

3.2 Phase-Out Period. The parties hereto agree that, effective as of the Closing without any further action necessary on the part of the parties hereto or any other Person, Section 3(a) of the Option Agreement is hereby amended and restated as follows:

“(a)

Getty Images shall have eighteen (18) months from the date of the notice referred to in Clause 2(b) above, to phase out all use by Getty Images and its subsidiaries of all the Getty Marks (hereinafter, the “Phase-Out Period”).”

3.3 Phase-Out Period. The parties hereto agree that, effective as of the Closing without any further action necessary on the part of the parties hereto or any other Person, Section 3(b)(i) of the Option Agreement is hereby amended and restated as follows:

“(i)

the license shall become effective as of the date of the assignment and shall expire eighteen (18) months from said date;”

3.4 Adoption of New Names and Marks. The parties hereto agree that, effective as of the Closing without any further action necessary on the part of the parties hereto or any other Person, Section 4(b) of the Option Agreement is hereby amended and restated as follows:

“(b)

No later than ninety (90) days prior to the expiration of the Phase-Out Period, Getty Images shall submit for the review of Getty Investments its proposed new Names and Marks for the Getty Images businesses. Getty Investments shall have thirty (30) days within which to object to such new Names and Marks solely based on the fact that the new Names and Marks (x) contain the Getty Marks, (y) are confusingly similar to any of the Getty Marks or (z) are disparaging to Mark H. Getty or the “Getty” name. If Getty Investments fails to respond in writing within this period, Getty Investments shall have no further right to object.”

3.5 Integration and Amendments. The parties hereto agree that, effective as of the Closing without any further action necessary on the part of the parties hereto or any other Person, Section 7(g) of the Option Agreement is hereby amended and restated as follows:

“(g)

This Agreement, as modified by the Waiver and Amendment to Restated Option Agreement, dated as of February 24, 2008, by and among Getty Investments L.L.C., Getty Images, Inc., Getty Communications Limited (f/k/a Getty Communications plc) and Abe Investment, L.P. (the “Amendment Parties”), embodies the entire agreement of the parties hereto, and supersedes all prior negotiations, understandings and agreements whether written or oral, among the parties, with respect to the subject matter hereof. No part of this Agreement may be varied by any party hereto, except by a writing signed by each of the Amendment Parties.”

3.6 Survival. Except as set forth in this Agreement, all other terms of the Option Agreement shall remain in full force and effect without amendment or modification thereof.

ARTICLE IV

MISCELLANEOUS

4.1 Termination. Notwithstanding anything to the contrary set forth herein, it is understood and agreed that if the Merger Agreement is terminated in accordance with its terms, this Agreement shall be void and of no force and effect.

4.2 Amendment. This Agreement may not be amended other than in an instrument in writing signed by all of the parties hereto.

4.3 Severability. If any term or provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other terms and provisions of this Agreement shall remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to the parties. Upon such determination that any term or provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to amend or otherwise modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner such that the transactions contemplated hereby are fulfilled to the extent possible.

4.4 Entire Agreement. Except for the Merger Agreement, the Option Agreement as amended hereby, this Agreement and the other documents and instruments delivered in connection herewith constitute the entire agreement and supersede all prior representations, agreements, understandings and undertakings, whether written and oral, among the parties, or any of them, with respect to the subject matter hereof, and no party is relying on any other prior oral or written representations, agreements, understandings or undertakings with respect to the subject matter hereof.

4.5 Successors and Assigns. This agreement is binding upon the parties hereto, their subsidiaries, divisions and all those acting in concert or in participation with them or under their direction or control, and upon their successors and assigns. Notwithstanding the foregoing, this Agreement may only be assigned by a party hereto and its subsidiaries if the Option Agreement, as amended by this Agreement, is assigned together therewith.

4.6 Counterparts. This Agreement may be executed in one or more counterparts, which when taken together shall constitute one and the same agreement.

4.7 Governing Law; Dispute Resolution. This Agreement is governed exclusively by Delaware law. To the fullest extent permitted by law, any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by mandatory final binding arbitration in New York City, New York, USA under the auspices of and in accordance with the rules, then obtaining, of the American Arbitration Association, to the extent not inconsistent with the Delaware Uniform Arbitration Act and judgment upon the award tendered may be entered in any court having jurisdiction thereof. The reasonable fees, costs and expenses, including legal fees, incurred in connection with such arbitration shall be borne equally by the parties. Nothing in this Section 4.7 shall limit any right that any party may otherwise have to seek to obtain preliminary injunctive relief in order to preserve the status quo pending the disposition of any such arbitration proceeding.

4.8 WAIVER OF JURY TRIAL. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS LETTER AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.

4.9 Exercise of Rights and Remedies. No delay of or omission in the exercise of any right, power or remedy accruing to any party as a result of any breach or default by any other party under this Agreement shall impair any such right, power or remedy, nor shall it be construed as a waiver of or acquiescence in any such breach or default, or of any similar breach or default occurring later; nor shall any such delay, omission nor waiver of any single breach or default be deemed a waiver of any other breach or default occurring before or after that waiver.

4.10 Interpretation. The section headings contained in this Agreement are inserted for convenience only and will not affect in any way the meaning or interpretation of this Agreement. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favoring or disfavoring any party because of the authorship of any provision of this Agreement.

4.11 Notices. Notwithstanding anything to the contrary set forth in the Option Agreement, all notices or other communications required or permitted by this Agreement or the Option Agreement shall be in writing and sent to the parties at the following addresses (or any substitute addresses to which the parties are notified pursuant to this Section 4.11):

To Getty Images or Getty Communications;

601 North 34^th Street

Seattle, Washington 98103

Attention: John Lapham, General Counsel

Facsimile: (206) 925-5623

with a copy (which shall not constitute notice) to:

Weil, Gotshal & Manges LLP

201 Redwood Shores Parkway

Redwood Shores, California 94065

Attention: Craig W. Adas

Kyle C. Krpata

Facsimile: (650) 802-3100

and

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, New York 10153

Attention: Thomas A. Roberts

Facsimile: (212) 310-8007

To Getty Investments:

c/o Sutton Place Limited

101 Huntington Avenue, Suite 2575

Boston, Massachusetts 02199

Fax (617) 217-3501

Attn: Jan Moehl

Mark Jenness

with a copy (which shall not constitute notice) to:

Davis Polk & Wardwell

1600 El Camino Real

Menlo Park, California 94025

Attention: Daniel Kelly

Sarah Solum

Facsimile: (650) 752-2111

To Parent:

c/o Hellman & Friedman LLC

One Maritime Plaza, 12^th Floor

San Francisco, California 94111

Attention: C. Andrew Ballard

Arrie Park, Esq.

Facsimile: (415) 788-0176

with a copy (which shall not constitute notice) to:

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

Attention: Brian M. Stadler

Facsimile: (212) 455-2502

and

Simpson Thacher & Bartlett LLP

2550 Hanover Street

Palo Alto, California 94304

Attention: Chad Skinner

Facsimile: (650) 251-5002

[Remainder of Page Intentionally Left Blank.]

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.

GETTY INVESTMENTS L.L.C.

By:	/s/ Jan D. Moehl
	Name:	Jan D. Moehl
	Title:	Officer

GETTY IMAGES, INC.

By:	/s/ John Lapham
	Name:	John Lapham
	Title:	Senior Vice President

GETTY COMMUNICATIONS LIMITED

By:	/s/ John Lapham
	Name:	John Lapham
	Title:	Director

ABE INVESTMENT, L.P.

By: Abe GP LLC, its general partner


By: Hellman & Friedman Capital Partners VI, L.P., its managing member

	By: Hellman & Friedman Investors VI, L.P., its general partner

		By: Hellman & Friedman LLC, its general partner

		By:	/s/ Georgia Lee
			Name:	Georgia Lee
			Title:	Managing Director

[Signature Page to Waiver and Amendment to Option Agreement]

EX-99.6 6 dp08821_ex06.htm

Exhibit 6

Getty Investments L.L.C.

5390 Kietzke Lane, Suite 202

Reno, Nevada 89511

February 24, 2008

Getty Images, Inc.

601 North 34th Street

Seattle, Washington 98103

Ladies and Gentlemen:

Reference is made to (i) the Agreement and Plan of Merger (the “Merger Agreement”), dated as of the date hereof, by and among Abe Investment, L.P. (“Parent”), Abe Acquisition Corp. (“Merger Sub”) and Getty Images, Inc. (the “Company”) and (ii) the Interim Investor Agreement (the “Interim Investor Agreement”), dated the date hereof, by and among Getty Investments, Parent and the other parties named therein. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Merger Agreement.

In furtherance of the respective obligations of the parties to Parent under the Merger Agreement and the Interim Investor Agreement, the Company and Getty Investments agree to cooperate with each other in accordance with the terms and conditions of this letter agreement.

The Company and the Stockholders shall use their reasonable best efforts to promptly take, or cause to be taken, all actions, and do, or cause to be done, all things, necessary, proper or advisable to obtain any approvals required under the German Act Against Restraints of Competition (GWB) as promptly as practicable, including preparing and filing promptly and fully all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended filings) under the German Act Against Restraints of Competition (GWB) . In furtherance and not in limitation of the foregoing, the Company and the Stockholders agree to make an appropriate filing with the German Federal Cartel Office with respect to the transactions contemplated by the Merger Agreement and the Ancillary Agreements as promptly as practicable (and in any event within ten (10) Business Days from the date hereof) or such other time as mutually agreed to by the parties, and to supply as promptly as practicable any additional information and documentary material that may be requested by the German Federal Cartel Office and use its reasonable best efforts to take, or cause to be taken, all other actions consistent with this letter agreement necessary to cause the expiration or termination of any applicable waiting periods (including any extensions thereof) as soon as practicable.

The Company and the Stockholders shall keep each other informed in all material respects on a reasonably timely basis of (i) any investigation or other inquiry by or before the German Federal Cartel Office relating to the transactions contemplated by the Merger Agreement and the Ancillary Agreements, including any proceeding initiated by a private party, and (ii) any material communication received by such party from, or given by such party to, the German Federal Cartel Office and of any material communication received or given in connection with any such proceeding by a private party, in each case regarding any of the transactions contemplated by the Merger Agreement and the Ancillary Agreements.

In furtherance and not in limitation of the covenants of the Company and the Stockholders contained herein, each of the Company and the Stockholders shall use its or his reasonable best efforts to

resolve such objections, if any, as may be asserted by the German Federal Cartel Office with respect to the application of Antitrust Laws to the transactions contemplated by the Merger Agreement and the Ancillary Agreements. Without limiting any other provision hereof, each of the Rollover Stockholders shall use its or his reasonable best efforts to (i) avoid the entry of, or to have vacated or terminated, any decree, decision, order or judgment that would restrain, prevent or delay the consummation of the transactions contemplated by the Merger Agreement and the Ancillary Agreements, on or before the Walk-Away Date, including by defending through litigation on the merits any claim asserted in any court by any Person, and (ii) avoid or eliminate each and every impediment under any Antitrust Laws that may be asserted by the German Federal Cartel Office with respect to the transactions contemplated the Merger Agreement and the Ancillary Agreements so as to enable the consummation of the transactions contemplated thereby to occur as soon as reasonably possible (and in any event no later than the Walk-Away Date).

Please indicate your agreement to the foregoing by executing this letter in the space provided below.

This letter agreement may be executed in one or more counterparts, all of which shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page by facsimile shall be as effective as delivery of a manually executed counterpart.

Very truly yours,

GETTY INVESTMENTS L.L.C.

By:	/s/ Jan D. Moehl
	Jan D. Moehl
	Officer

Accepted and agreed

as of the date first above written:

GETTY IMAGES, INC.


By:	/s/ Jonathan D. Klein
Name:	Jonathan D. Klein
Title:	Chief Executive Officer

EX-99.7 7 dp08821_ex07.htm

Exhibit 7

FIFTH AMENDMENT AND WAIVER TO

STOCKHOLDERS AGREEMENT

This Fifth Amendment and Waiver to Stockholders Agreement (the “Amendment”) is made effective as of the 24th day of February, 2008, by and between (a) Getty Images, Inc., a Delaware corporation (the “Company”), and (b) Getty Investments L.L.C., a Delaware limited liability company (“Getty Investments”), Mark H. Getty, Jonathan D. Klein, RBC Trustees (C.I.) Limited, as Trustee of The October 1993 Trust, and Abacus Trust Company Limited, as Trustee of the JD Klein Family Settlement (as successor by assignment from Crediton Limited).

RECITALS

A. The parties entered into that certain Stockholders Agreement, dated as of February 9, 1998, as amended and supplemented by a Deed of Adherence, dated as of February 28, 1999, a Deed of Amendment, dated as of February 28, 1999, the Third Amendment to Stockholders Agreement, dated as of May 1, 2003, and the Fourth Amendment and Waiver to Stockholders Agreement, dated as of October 4, 2006 (the Stockholders Agreement as amended and supplemented is referred to as the “Stockholders Agreement”).

B. The Company has entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of February 24, 2008, by and among Abe Investment, L.P., a Delaware limited partnership, Abe Acquisition Corp., a Delaware corporation, and the Company, whereby Abe Acquisition Corp. will merge with and into the Company (the “Merger”), with the Company surviving the Merger on the terms and subject to the conditions set forth in the Merger Agreement.

C. Concurrently with the execution and delivery of the Merger Agreement, Getty Investments, The October 1993 Trust and Mark H. Getty (collectively, the “Rollover Investors”) have executed an Interim Investors Agreement (the “Interim Investors Agreement”), dated as of February 24, 2008, pursuant to which each Rollover Investor has made certain representations, warranties and covenants regarding, inter alia, such Rollover Investor’s power over its Shares (as defined in the Stockholders Agreement) and the absence of agreements or arrangements obligating such Rollover Investor to transfer or cause to be transferred any of such Shares.

D. In order to induce Abe Investment, L.P. and Abe Acquisition Corp. to enter into the Merger Agreement and proceed with the Merger, the parties hereto agree to waive compliance with provisions of the Stockholders Agreement that might cause the Rollover Investors to breach the Interim Investors Agreement and any other agreement entered into in connection with the Merger.

E. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Stockholders Agreement.

NOW THEREFORE, in consideration of the foregoing and the mutual promises and covenants contained herein, the parties agree as follows.

1. Waiver. Effective immediately prior to the Effective Time (as defined in the Merger Agreement), compliance with all provisions of Article III of the Stockholders Agreement is hereby waived with respect to the Rollover Investors.

2. Full Force and Effect. All other provisions of the Stockholders Agreement not otherwise waived or modified herein shall remain in full force and effect in accordance with their terms.

3. Termination of Merger Agreement. If the Merger Agreement hereafter terminates in accordance with its terms, this Amendment shall be void and of no effect, and all provisions of the Stockholders Agreement shall be restored to full force and effect with respect to the Rollover Investors.

4. Governing Law. The terms and conditions of this Amendment shall be governed by and construed in accordance with the laws of the State of Delaware.

5. Counterparts. This Amendment may be executed in one or more counterparts, all of which shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page by facsimile shall be as effective as delivery of a manually executed counterpart.

[Signatures appear on the following pages]

IN WITNESS WHEREOF, the parties have executed this Fifth Amendment and Waiver to Stockholders Agreement effective as of the date first written above.

GETTY IMAGES, INC.


By: /s/ Jonathan D. Klein
Name/Title: Jonathan D. Klein, Chief Executive Officer


GETTY INVESTMENTS L.L.C.


By: /s/ Jan D. Moehl
Name/Title: Jan D. Moehl, Officer


/s/ Mark H. Getty
MARK H. GETTY, individually


/s/ Jonathan D. Klein
JONATHAN D. KLEIN, individually


RBC TRUSTEES (C.I.) LIMITED, as Trustee of The October 1993 Trust


By: /s/ Philip James Jackman Le Vesconte
Philip James Jackman Le Vesconte
Authorised Signatory


ABACUS TRUST COMPANY LIMITED, as Trustee of The JD Klein Family Settlement


By: /s/ Alexander F. Monee
Name/Title: Alexander F. Monee, Authorised Signatory

EX-99.8 8 dp08821_ex08.htm

Exhibit 8

STRICTLY CONFIDENTIAL

December 17, 2007

Getty Investments L.L.C.

5390 Kietzke Lane, Suite 202

Reno, Nevada 89511

Ladies and Gentlemen:

In connection with your consideration of a possible transaction (the “Transaction”) involving Getty Images, Inc. and/or its subsidiaries (collectively, the “Company”), you have requested or may request certain information, including information that is either confidential or proprietary in nature, concerning the business, financial condition, operations, assets and liabilities, properties and other matters of the Company. All such information, including any such information that may have been provided previously to you by or on behalf of the Company in connection with a possible Tansaction, whether prepared by the Company, its advisors or otherwise, whether or not marked as “confidential” and whether made available in writing (including through electronic media), orally or by visual inspection, and any notes, analyses, compilations, forecasts, studies, summaries, data, interpretations, documents and other materials otherwise derived therefrom, in whatever form or medium produced or maintained, is herein collectively referred to as the “Evaluation Materials.” For the purposes of this Agreement (as defined below), the term “Confidential Information” shall mean, collectively, the Evaluation Materials and (a) the fact that investigations, discussions or negotiations are taking place or have taken place concerning a Transaction, (b) any of the terms, conditions or other facts with respect to any such possible Transaction, including the status and/or timing thereof or the Company’s role therein, and (c) that this Agreement exists or that Evaluation Materials have been or may be made available to you or your Representatives.

To maintain the confidentiality of the Confidential Information, you, your Representatives (as defined below) and each individual or entity to which you provide access to the Confidential Information hereby agree (a) not to use any Evaluation Materials except to determine whether you wish to engage in the Transaction and the terms thereof and (b) to keep the Confidential Information strictly confidential and not to disclose any Confidential Information other than to those of your Representatives with a need to know the information contained therein; provided, however, that such Representatives shall have been provided with a copy of this letter agreement (this “Agreement”) and shall have agreed to be bound by the terms of this Agreement;

STRICTLY CONFIDENTIAL

provided, further, however, that you shall not disclose any Confidential Information or furnish any Evaluation Materials to any person or party, other than your Representatives with a need to know the information, including, without limitation, to any actual or potential financial advisor, legal advisor or accounting advisor of your choice, without the prior written consent of the Company in its sole and absolute discretion. You hereby agree to be responsible for any breach of this Agreement by any of your Representatives, other than any Representatives who have signed a separate confidentiality agreement with the Company. As used in this Agreement, your “Representatives” shall mean any of your officers, directors, employees, members or partners and (i) the officers, managers and employees of Sutton Place Limited, (ii) Nancy Peretsman and Terry Morris of Allen & Co., (iii) Davis, Polk & Wardwell LLP, and (iv) Lord Jacob Rothschild.

You acknowledge that the Company may elect at any time to terminate further access by you and your Representatives to the Evaluation Materials. In that case, or at any time upon the written request of the Company for any reason or for no reason, you agree to promptly (and in any case within seven (7) days of any such written request) return to the Company or destroy all Evaluation Materials without retaining any copy thereof and cause any remaining notes, photocopies and other materials derived from the Evaluation Materials to be destroyed, and confirm in writing to the Company that all such materials have been returned and/or destroyed in compliance with this Agreement. Notwithstanding the foregoing, you and your Representatives will be permitted to retain one copy of such Evaluation Materials to the extent necessary to document your consideration of the Transaction in order to comply with any applicable laws or regulations, shall only be required to use commercially reasonable efforts to return or destroy any Evaluation Materials stored electronically, and neither you nor your Representatives shall be required to return or destroy any electronic copy of Evaluation Materials created pursuant to your or your Representatives’ standard electronic backup and archival procedures; provided, however, that all such information shall continue to be kept confidential pursuant to the terms of this Agreement and will be kept only in your record archives for the term of this Agreement. No such termination will affect your or your Representatives’ obligations hereunder, all of which obligations shall continue in effect for the term of this Agreement.

The term Confidential Information will not include information which (a) is or becomes publicly available other than as a result of a disclosure by you or your Representatives in violation of this Agreement or other obligation of confidentiality, (b) is or becomes available to you on a non-confidential basis from a source (other than us or our representatives) not known by you to be prohibited from disclosing such information to you by a legal, contractual or fiduciary obligation; provided, however, that such latter information shall become Confidential Information at such time as you or your Representatives become aware that the source of such Confidential Information was prohibited from disclosing the same to you or your Representatives, (c) is independently developed by you or your Representatives without violating any obligations under this Agreement or (d) was within your possession on a non-confidential basis prior to it being furnished to you or your Representatives by or on behalf of the Company.

STRICTLY CONFIDENTIAL

In the event that you or your Representatives are requested or required by applicable law, regulation or rule of any stock exchange (whether by oral questions, interrogatories, requests for information or documents, subpoena, similar process or otherwise) to disclose all or any part of the Confidential Information, the Company agrees that you or your Representatives may do so without liability if you or your Representatives (a) promptly notify the Company in writing of the existence, terms and circumstances surrounding such request, and (b) prior to such disclosure, cooperate with the Company in any effort it may make to obtain an appropriate protective order or other assurances that confidential treatment will be afforded the Confidential Information. It is further agreed that, if in the absence of a protective order or other confidential treatment, you or any of your Representatives is nonetheless compelled to disclose information concerning the Company to any tribunal or regulatory agency, or as otherwise required by applicable law or regulation or rule of any stock exchange, you or such Representative will disclose only such information that your counsel advises is required to be so disclosed. In such circumstances, the disclosure shall be without liability hereunder unless such disclosure was caused by or resulted from a previous disclosure by you or any of your Representatives that was not permitted by this Agreement.

Notwithstanding anything in this Agreement to the contrary, without the prior written consent of the Company in its sole and absolute discretion, you will not, and will cause your Representatives not to, make any contact of any nature regarding any such possible Transaction (including inquiries or requests concerning Evaluation Materials) with (a) any third party (other than your Representatives) with respect to, or about participating or partnering with such third party in, the Transaction or (b) any officer, director or employee of the Company.

You hereby acknowledge that you are aware, and that you will advise your Representatives who are informed as to the matters which are the subject of this Agreement, that the United States securities laws generally prohibit any person who has received from the Company material, non-public information concerning the matters which are the subject of this Agreement from purchasing or selling securities of the Company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities.

You acknowledge that, in your examination of the Evaluation Materials, you may have access to material non-public information concerning the Company. You agree that, for a period of eighteen (18) months following the date hereof, you will not (and you will ensure that your controlled affiliates and any affiliate that you or any of your Representatives or controlled affiliates disclosed or provided Confidential Information to or made aware of the existence or subject matter of this Agreement, will not), alone or in concert with others, without the prior written consent of the Company, (a) acquire, agree to acquire, propose, offer to acquire, or facilitate the acquisition or ownership of, any additional securities of the Company, any assets of the Company, any warrant or option to purchase such securities or assets, any security convertible into any such securities, or any other right to acquire such securities, (b) enter, agree to enter, propose, offer to enter

STRICTLY CONFIDENTIAL

into or facilitate any merger, business combination, recapitalization, restructuring or other extraordinary transaction involving the Company, (c) make, or participate or engage in, any solicitation of proxies to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of the Company, (d) form, join or participate in a “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) with respect to any voting securities of the Company, (e) call, request the calling of, or otherwise seek or assist in the calling of a special meeting of the stockholders of the Company, (f) otherwise act to seek to control or influence the management, board of directors, or the policies or affairs of the Company, (g) disclose any intention, plan or arrangement to take any of the actions enumerated in clauses (a) through (f) above, (h) advise, assist or encourage or enter into any discussions, negotiations, agreements or arrangements enumerated in clauses (a) through (f) above with any other person or “group” (within the meaning of Section 13(d)(3) of the Exchange Act), or (i) take any action that would reasonably be expected to require the Company to make a public announcement regarding the possibility of a business combination, merger or other type of transaction described in this paragraph; provided, however, that nothing in this paragraph shall affect or restrict, in any respect, your ability to exercise and enforce any rights that you or your Representatives may have pursuant to any existing contract or agreement between you or your Representatives, on the one hand, and the Company or one of its affiliates, on the other hand.

You hereby agree that all (a) communications regarding any possible Transaction (other than communications among you and your Representatives), (b) requests concerning Evaluation Materials or for additional information, (c) requests for management meetings and (d) discussions or questions regarding procedures in connection with any possible Transaction, will be submitted or directed exclusively to Lev Finkelstein of Goldman, Sachs & Co., the Company’s financial advisor.

For a period of twelve (12) months following the date hereof, you will not solicit for employment or hire any executive officer or any other employee of the Company with whom you have had contact or who became known to you in connection with your consideration of the Transaction, except that you and your affiliates shall not be precluded from hiring any such employee who (a) responds to any public advertisement or general solicitation placed or made by you that is not targeted at such persons or (b) has been terminated by the Company prior to commencement of employment discussions between you and such officer or employee. The Company acknowledges that Mark Getty is an officer and director of Getty Investments L.L.C. and a manager of various Getty family entities and affiliates thereof and agrees that his involvement with any such entities shall not be deemed a violation of this paragraph.

The Evaluation Materials shall remain the property of the Company. No rights to use, license or otherwise exploit the Evaluation Materials are granted to you or your Representatives, by implication or otherwise. Neither you nor your Representatives will, by virtue of the Company’s disclosure of the Evaluation Materials and/or your use of the

STRICTLY CONFIDENTIAL

Evaluation Materials, acquire any rights with respect thereto, all of which rights shall remain exclusively with the Company.

The Company will have the exclusive authority to determine what, if any, Evaluation Materials are to be made available to you and your Representatives. You agree and acknowledge that neither the Company nor any of its representatives has made or make any express or implied representation or warranty as to the accuracy or completeness of the Evaluation Materials. You agree that, except for a breach of this Agreement, neither the Company nor any of its representatives shall have any liability to you or any of your Representatives, affiliates or stockholders on any basis (including, without limitation, in contract, tort, under federal or state securities laws or otherwise), and neither you nor your Representatives will make any claims whatsoever against the Company or its representatives, with respect to or arising out of (a) your review or use or the content of the Evaluation Materials or any errors therein or omissions therefrom or (b) any action taken or any inaction occurring in reliance on the Evaluation Materials.

No agreement providing for a Transaction involving the Company will be deemed to exist between you or any of your affiliates and the Company, and neither the Company nor you will be under any obligation to negotiate or enter into any such definitive agreement or Transaction with you or any of your affiliates. The Company reserves the right, in its sole and absolute discretion to (a) conduct any process it deems appropriate with respect to any Transaction or any other proposed transaction involving the Company, and to modify any procedures relating to any such process without giving notice to you or any other person, (b) accept or reject any proposals with respect to a proposed transaction and (c) terminate your access to the Evaluation Materials at any time.

The Company reserves the right to assign its rights, powers, and privileges under this Agreement to any person. Other than an assignment by you to a special purpose vehicle formed solely for the purpose of consummating a proposed Transaction, you may not assign this Agreement or any part thereof (by operation of law or otherwise) without the prior written consent of the Company, and any purported assignment without such consent shall be null and void; provided, however, that any such assignment to such special purpose vehicle shall not relieve you or any of your Representatives of any of your respective obligations hereunder. This Agreement shall inure to the benefit of and be binding upon the parties and their respective successors and assigns. This Agreement contains the entire agreement between the parties concerning the subject matter hereof and supersedes all previous agreements, written or oral, relating to the subject matter hereof. In furtherance and not in limitation of the preceding, no subsequent acceptance of any license agreement, terms of use, or other similar provisions required for access to any electronic data room shall be deemed to modify any of the provisions hereof. No modifications of this Agreement or waiver of the terms and conditions hereof will be binding unless approved in writing by both of the parties hereto.

No failure or delay by the Company in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise

STRICTLY CONFIDENTIAL

thereof preclude any other or further exercise of any right, power or privilege. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which will remain, in full force and effect, except to the extent such invalidity or unenforceability defeats the purpose of any other such provision.

It is further understood and agreed that money damages may not be a sufficient remedy for any breach of this Agreement and that the parties shall be entitled to seek specific performance and injunctive or other equitable relief as a remedy for any such breach. Such remedy shall not be deemed to be the exclusive remedy for breach of this Agreement but shall be in addition to all other remedies available at law or equity to the parties.

This Agreement shall terminate eighteen (18) months from the date hereof.

This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York, without giving effect to the principles of conflicts of laws thereof. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

The term “person” as used in this Agreement shall be broadly interpreted to include the media and any corporation, partnership, group, individual or other entity.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

STRICTLY CONFIDENTIAL

Please confirm your agreement with the foregoing by signing and returning one copy of this Agreement to the undersigned, whereupon this Agreement shall become a binding agreement among you and the Company.

Very truly yours,

GETTY IMAGES, INC.



By:	/s/ John Lapham
	Name:	John Lapham
	Title:	General Counsel

Accepted as of the

date first above written:

GETTY INVESTMENTS L.L.C.



By:	/s/ Jan D. Moehl
	Name:	Jan D. Moehl
	Title:	Officer

STRICTLY CONFIDENTIAL

January 2, 2008

Getty Investments L.L.C.

5390 Kietzke Lane, Suite 202

Reno, Nevada 89511

Re: Project Close-Up Confidentiality Agreement

Ladies and Gentlemen:

Reference is hereby made to that certain Confidentiality Agreement (the “Confidentiality Agreement”), dated as of December 17, 2007, by and between Getty Investments L.L.C. (“you”) and Getty Images, Inc. (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Confidentiality Agreement.

Notwithstanding anything to the contrary contained in the Confidentiality Agreement, the Company hereby consents to your engagement of the advisors and/or representatives set forth on Exhibit A hereto (the “Additional Representatives”) in connection with your evaluation of the Transaction. Upon your engagement of the Additional Representatives, such Additional Representatives shall be deemed to be Representatives under the Confidentiality Agreement, and all rights and obligations of your Representatives as set forth in the Confidentiality Agreement shall apply to, and be enforceable against, the Additional Representatives.

Nothing contained herein shall (a) otherwise change or modify the obligations of you or the Company as set forth in the Confidentiality Agreement or any other terms thereof or (b) permit you to disclose or furnish any Evaluation Materials to any person or party except for your Representatives and Additional Representatives as set forth in the Confidentiality Agreement and herein.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

STRICTLY CONFIDENTIAL

By executing this letter agreement in the space provided below, each party accepts the terms hereof and agrees to be bound by the obligations set forth herein.

GETTY IMAGES, INC.



By:	/s/ John Lapham
	Name:	John Lapham
	Title:	General Counsel

Accepted as of the

date first above written:

GETTY INVESTMENTS L.L.C.



By:	/s/ Jan D. Moehl
	Name:	Jan D. Moehl
	Title:	Officer

STRICTLY CONFIDENTIAL

EXHIBIT A

ADDITIONAL REPRESENTATIVES

Patrick Maxwell

STRICTLY CONFIDENTIAL

January 24, 2008

Getty Investments L.L.C.

5390 Kietzke Lane, Suite 202

Reno, Nevada 89511

Re: Project Close-Up Confidentiality Agreement

Ladies and Gentlemen:

Reference is hereby made to (a) that certain Confidentiality Agreement (the “Confidentiality Agreement”), dated as of December 17, 2007, by and between Getty Investments L.L.C. (“you”) and Getty Images, Inc. (the “Company”) and (b) that certain side letter agreement amending the Confidentiality Agreement (the “Letter Agreement”), dated as of January 2, 2008, by and between you and the Company. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Letter Agreement.

Effective as of the date hereof, Exhibit A to the Letter Agreement shall be amended in its entirety and replaced with Exhibit A attached hereto.

Nothing contained herein shall (a) otherwise change or modify the obligations of you or the Company as set forth in the Confidentiality Agreement, the Letter Agreement or any other terms thereof or (b) permit you to disclose or furnish any Evaluation Materials to any person or party except for your Representatives and Additional Representatives as set forth in the Confidentiality Agreement and the Letter Agreement, as amended hereby.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

STRICTLY CONFIDENTIAL

By executing this letter agreement in the space provided below, each party accepts the terms hereof and agrees to be bound by the obligations set forth herein.

GETTY IMAGES, INC.



By:	/s/ John Lapham
	Name:	John Lapham
	Title:	General Counsel

Accepted as of the

date first above written:

GETTY INVESTMENTS L.L.C.



By:	/s/ Jan D. Moehl
	Name:	Jan D. Moehl
	Title:	Officer

STRICTLY CONFIDENTIAL

EXHIBIT A

ADDITIONAL REPRESENTATIVES

Patrick Maxwell

Vanni Treves

John MacDonald

Thomas Woodhouse

William Newsom

Mark Spurling

Getty Investments L.L.C.

5390 Kietzke Lane, Suite 202

Reno, Nevada 89511

February 24, 2008

Getty Images, Inc.

601 North 34th Street

Seattle, Washington 98103

Ladies and Gentlemen:

Reference is made to (a) the Confidentiality Agreement (the “Confidentiality Agreement”), dated as of December 17, 2007, by and between Getty Investments L.L.C. (“Getty Investments”) and Getty Images, Inc. (the “Company”), (b) the side letter agreement amending the Confidentiality Agreement (the “First Letter Agreement”), dated as of January 2, 2008, by and between Getty Investments and the Company and (c) the side letter agreement amending the Confidentiality Agreement (the “Second Letter Agreement”, and, together with the Confidentiality Agreement and the First Letter Agreement, the “Letter Agreements”), dated January 24, 2008, by and between Getty Investments and the Company. Reference also is made to (i) the Agreement and Plan of Merger, dated as of the date hereof, by and among Abe Investment, L.P. (“Parent”), Abe Acquisition Corp. (“Merger Sub”) and the Company (the “Merger Agreement”) and (ii) the Voting Agreement (the “Voting Agreement”), dated as of the date hereof, by and among Parent, Getty Investments and the Stockholders named therein (the “Stockholders”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Letter Agreements.

The Company acknowledges and agrees that (i) Getty Investments, with the consent of the Company, has engaged in discussions with Parent, Merger Sub and the affiliates and representatives thereof with respect to the transactions contemplated by the Merger Agreement and the Ancillary Agreements (as defined in the Merger Agreement), and (ii) such discussions, the execution and delivery of the Ancillary Agreements and the consummation of the transactions contemplated thereby did not, do not and will not violate or otherwise contravene any provision of the Letter Agreements.

The Company also acknowledges and agrees that, if the board of directors of the Company specifically requests in writing that Getty Investments engage in or otherwise participate in discussions or negotiations with any party other than Parent with respect to a potential transaction in accordance with Section 5 of the Voting Agreement, the Company hereby consents to such discussions and any such discussions shall not violate or otherwise contravene any provision of the Letter Agreements.

Notwithstanding anything to the contrary in the Letter Agreements, the Company hereby acknowledges and agrees that nothing in the Letter Agreements shall prohibit or restrict Getty Investments from disclosing the Merger Agreement and the Ancillary Agreements and the transactions contemplated thereby and otherwise complying with its obligations under the Securities Exchange Act of 1934, as amended, as determined in good faith by Getty Investments after consultation with its counsel. Getty Investments shall not have any obligation to seek confidential treatment of any information required to be disclosed by the Securities and Exchange Commission as determined in good faith by Getty Investments after consultation with its counsel.

Please indicate your agreement to the foregoing by executing this letter in the space provided below.

Very truly yours,

GETTY INVESTMENTS L.L.C.



By:	/s/ Jan D. Moehl
	Name:	Jan D. Moehl
	Title:	Officer

Accepted as of the

date first above written:

GETTY IMAGES, INC.



By:	/s/ Jonathan D. Klein
	Name:	Jonathan D. Klein
	Title:	Chief Executive Officer