-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Cr4N6ewlkLX2F9PBncERtW5usp5sBKHDgE7wbzEsELDa8qxQjkiB7T31oFDI/tn2 74PCBYUSxvrOCm0Hn5LwxQ== 0001047469-98-007119.txt : 19980223 0001047469-98-007119.hdr.sgml : 19980223 ACCESSION NUMBER: 0001047469-98-007119 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19980220 SROS: NONE GROUP MEMBERS: MARK H. GETTY GROUP MEMBERS: OCTOBER 1993 TRUST SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GETTY IMAGES INC CENTRAL INDEX KEY: 0001047202 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 980177556 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-53603 FILM NUMBER: 98546761 BUSINESS ADDRESS: STREET 1: 500 N MICHIGAN AVE STREET 2: STE 1700 CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: 0114471544 MAIL ADDRESS: STREET 1: 101 BAYHAM ST CITY: LONDON NW1 0AG STATE: X0 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OCTOBER 1993 TRUST CENTRAL INDEX KEY: 0001056211 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: LA MOTTE CHAMBERS STREET 2: LA MOTTE ST ST HELIER JERSEY CITY: SE1 1BJ ENGLAND BUSINESS PHONE: 01534602844 MAIL ADDRESS: STREET 1: LA MOTTE CHAMBERS STREET 2: LA MOTTE ST ST HELIER JERSEY CITY: SE1 1BJ ENGLAND SC 13D 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - -------------------------------------------------------------------------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 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) Mark H. Getty Getty Images, Inc. 101 Bayham Street London NW1 0AG England (01144171) 544-3456 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copy to: Christopher D. Dillon, Esq. Shearman & Sterling 555 California Street, Suite 2000 San Francisco, CA 94104 Telephone: (415) 616-1100 - -------------------------------------------------------------------------------- February 9, 1998 - -------------------------------------------------------------------------------- (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /. Exhibit Index is at Page 14 CUSIP No. 374276 10 3 (1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Mark H. Getty --------------------------------------------------------------------------- --------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (See Instructions) / / (a) ---------------------------------------------------------------------- /X/ (b) ---------------------------------------------------------------------- (3) SEC Use Only -------------------------------------------------------------- (4) Source of Funds (See Instructions) OO ---------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e). / / (6) Citizenship or Place of Organization Ireland --------------------------------------------------------------------------- - -------------- Number of (7) Sole Voting Power 923,985 -------------------------------- Shares -------------------------------------------------- Beneficially (8) Shared Voting Power 622,602 ------------------------------ Owned by -------------------------------------------------- Each (9) Sole Dispositive Power 923,985 --------------------------- Reporting -------------------------------------------------- Person (10) Shared Dispositive Power 622,602 ------------------------- With -------------------------------------------------- - -------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,546,587 -------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ----------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 5.2% ------------------------ (14) Type of Reporting Person (See Instructions) IN ------------------------------- 2 CUSIP No. 374276 10 3 (1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person The October 1993 Trust --------------------------------------------------------------------------- --------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (See Instructions) / / (a) ---------------------------------------------------------------------- /X/ (b) ---------------------------------------------------------------------- (3) SEC Use Only -------------------------------------------------------------- (4) Source of Funds (See Instructions) OO ---------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e). / / (6) Citizenship or Place of Organization Jersey --------------------------------------------------------------------------- - -------------- Number of (7) Sole Voting Power 0 -------------------------------- Shares -------------------------------------------------- Beneficially (8) Shared Voting Power 622,602 ------------------------------ Owned by -------------------------------------------------- Each (9) Sole Dispositive Power 0 --------------------------- Reporting -------------------------------------------------- Person (10) Shared Dispositive Power 622,602 ------------------------- With -------------------------------------------------- - -------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 622,602 -------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 2.1% ------------------------ (14) Type of Reporting Person (See Instructions) OO ------------------------------- 3 Item 1. SECURITY AND ISSUER. The class of equity securities to which this Statement on Schedule 13D (this "Statement") relates is the shares of common stock, par value $0.01 per share (the "Shares"), of Getty Images, Inc. ("Issuer"), a Delaware corporation. The principal executive offices of the Issuer are located at 101 Bayham Street, London NW1 0AG England. Item 2. IDENTITY AND BACKGROUND. This Statement is being filed by Mark H. Getty, an Irish citizen, and the October 1993 Trust, a trust established by Mark H. Getty of which he and his immediate family are the beneficiaries (each of Mark H. Getty and the October 1993 Trust also referred to herein as a "Reporting Person", and together, the "Reporting Persons"). Mark H. Getty's present principal occupation is Co-Chairman of the Board of Directors of Issuer. His business address is 101 Bayham Street, London NW1 0AG England. The principal business address of the October 1993 Trust is La Motte Chambers, La Motte Street, St. Helier, Jersey, JE1 1BJ England. During the last five years, neither of the Reporting Persons has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Pursuant to the Merger Agreement, dated as of September 15, 1997 (the "Merger Agreement"), by and among Issuer, Getty Communications plc, a public limited company organized under the laws of England and Wales ("Getty Communications"), PhotoDisc, Inc., a Washington corporation ("PhotoDisc"), and Print Merger, Inc., a Washington corporation and wholly owned subsidiary of Issuer ("Merger Sub"), the October 1993 Trust acquired 622,602 Shares on February 9, 1998 in connection with the Transactions (as defined below). The 622,602 Shares acquired by the October 1993 Trust were received in exchange for its holdings of Class B ordinary shares, nominal value one pence per share ("Getty Communications Class B Ordinary Shares"), of Getty Communications. Pursuant to the Merger Agreement, upon the terms and subject to the conditions thereof, (i) pursuant to a scheme of arrangement (the "Scheme of Arrangement") in accordance with the Companies Act of 1985 of Great Britain (the "Companies Act"), each issued Getty Communications Class B Ordinary Share was converted into one Class A ordinary share, nominal value one pence per share ("Getty Communications Class A Ordinary Shares" and, together with Getty 4 Communications Class A Ordinary Shares, "Getty Communications Ordinary Shares") of Getty Communications, each Getty Communications Ordinary Share was transferred to Issuer or its nominees and the holders of Getty Communications Ordinary Shares were issued one Share for every two Getty Communications Ordinary Shares held of record by such holders, and Getty Communications became a wholly owned subsidiary of Issuer; and (ii) PhotoDisc was merged with and into Merger Sub (the "Merger", and, together with the Scheme of Arrangement, the "Transactions"), with Merger Sub as the surviving corporation in the Merger becoming a wholly owned subsidiary of Issuer and the then outstanding shares of common stock, par value $0.01 per share of PhotoDisc ("PhotoDisc Shares") were converted into the right to receive the amount of cash and the number of Shares specified in the Merger Agreement. The Shares obtained by October 1993 Trust pursuant to the Merger and the Transactions are subject to the Getty Parties Shareholders' Agreement (defined and described in Item 6 below), whereby Getty Investments has the right to vote the Shares held by October 1993 Trust. Prior to completion of the Transactions, Mark H. Getty held options to purchase up to an aggregate of 1,847,970 Getty Communications Class A Ordinary Shares under the Getty Communications plc Executive Share Option Plan. In connection with the Transactions, the vesting of such options was accelerated. If all or a portion of such options are not exercised by May 9, 1998, the unexercised portion of the options will be converted into options to purchase Shares for (up to an aggregate of 923,985 Shares) on a staged vesting schedule. Upon completion of the Transactions, Mark H. Getty was also granted options under the Getty Images, Inc. 1998 Stock Incentive Plan to purchase up to an aggregate of 575,000 Shares, none of which are exercisable within 60 days after the date hereof. Item 4. PURPOSE OF TRANSACTION. Each of the Reporting Persons has acquired the Shares to which this Schedule 13D relates for the purpose of making an investment in Issuer. Each of the Reporting Persons from time to time intends to review his or its investment in Issuer on the basis of various factors, including Issuer's business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for Issuer's securities in particular, as well as other developments and other investment opportunities. Based upon such review, each of the Reporting Persons will take such actions in the future as each of them may deem appropriate in light of the circumstances existing from time to time. If either Reporting Persons believes that further investment in Issuer is attractive, whether because of the market price of Issuer's securities or otherwise, he or it may acquire Issuer's Shares either in the open market or in privately negotiated transactions. Similarly, depending on market and other factors, each of 5 the Reporting Persons may determine to dispose of some or all of the Shares currently owned by him or it or otherwise acquired by him or it either in the open market or in privately negotiated transactions. Except as set forth above, each of the Reporting Persons has not formulated any plans or proposals which relate to or would result in: (i) the acquisition by any person of additional securities of Issuer or the disposition of securities of Issuer; (ii) an extraordinary corporate transaction involving Issuer or any of its subsidiaries; (iii) a sale or transfer of a material amount of the assets of Issuer or any of its subsidiaries; (iv) any change in the present board of directors or management of Issuer; (v) any material change in Issuer's capitalization or dividend policy; (vi) any other material change in Issuer's business or corporate structure; (vii) any change in Issuer's charter or bylaws or other instruments corresponding thereto or other action which may impede the acquisition of control of Issuer by any person; (viii) causing a class of Issuer's securities becoming deregistered or delisted; (ix) a class of equity securities of Issuer becoming eligible for termination of registration or (x) any action similar to any of those enumerated above. Item 5. INTEREST IN SECURITIES OF ISSUER. Based on the most recent information available, each of the Reporting Persons 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 his or its respective cover page filed herewith, and such responses are incorporated by reference herein. In addition, the number of Shares with respect to which each of the Reporting Persons (i) has sole voting power, (ii) shares voting power, (iii) has sole dispositive power, and (iv) shares dispositive power, are listed in the responses to Items 7, 8, 9, and 10, respectively, on his or its respective cover page filed herewith, and such responses are incorporated by reference herein. Except as described herein, neither of the Reporting Persons nor any of the parties referenced herein, 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 ISSUER. Each of the Reporting Persons is a party to the following agreements, arrangements, understandings or relationships with respect to securities of Issuer, which are summarized in the following sections. (The summaries below do not purport to be complete and are subject, and qualified in their entirety by reference, to all the terms and provisions contained within the actual agreements.) 6 A. STOCKHOLDERS' AGREEMENT The Stockholders' Agreement dated as of February 9, 1998 (the "Stockholders' Agreement") by and among (i) Issuer, (ii) Getty Investments, Mark H. Getty, Jonathan D. Klein, Crediton Limited and the October 1993 Trust (collectively, the "Getty Group"), and (iii) PDI, Mark Torrance and Wade Torrance (collectively, the "Torrance Group"), and together with the Getty Group, the "Significant Stockholders"), places certain restrictions on the Significant Stockholders' abilities to transfer Shares. Pursuant to the terms of the Stockholders' Agreement, no Significant Stockholder may sell, encumber or otherwise transfer such Significant Stockholders' Shares except (i) to Permitted Transferees (as defined below); (ii) pursuant to the terms of the Stockholders' Agreement; (iii) pursuant to a registered public offering of Shares in which no person or "Group" will purchase more than five percent of the then outstanding Shares; or (iv) sales within the Rule 144 volume limitations (or within two times the Rule 144(e) volume limitations for sellers entitled to rely upon Rule 144(k)), or in a cashless exercise of options. A "Permitted Transferee" is defined as (i) Issuer or its subsidiaries; (ii) in the case of any Significant Stockholder who is a natural person, a person to whom Shares are transferred from such Significant Stockholder by gift, will or the laws of descent and distribution; (iii) any other member of the Getty Group or the Torrance Group, as the case may be (and any Permitted Transferee of such Group); or (iv) any affiliate of any Significant Stockholder; or (v) with respect only to the taking of an encumbrance on Shares, any commercial bank or other financial institution that lends funds to a Significant Stockholder on the condition of taking such encumbrance in such Significant Stockholders' Shares. If any Significant Stockholder (a "Prospective Seller") receives from a person, other than a Permitted Transferee or another Significant Stockholder (a "Stockholders' Agreement Third Party"), a bona fide offer to purchase any or all of such Prospective Seller's Shares (the "Offered Stock") and such Prospective Seller desires to sell the Offered Stock to such Stockholders' Agreement Third Party, the Prospective Seller must provide written notice (the "Offer Notice") of such offer to Issuer and the other Significant Stockholders constituting the Significant Stockholders' "Group" in which the Prospective Seller does not belong. The Offer Notice will constitute an offer by such Prospective Seller to sell to the recipients of such Offer Notice all of the Offered Stock at the price per share of Shares at which the sale to the Stockholders' Agreement Third Party is proposed to be made in cash and will be irrevocable for ten days after receipt of such Offer Notice. The Prospective Seller has the right to reject any or all of the acceptances of the offer to sell the Offered Stock and sell all, but not less than all, the Offered Stock to the Stockholders' Agreement Third Party if (i) the Prospective Seller has not received acceptances as to all the Offered Stock prior to the expiration of the ten-day period following receipt of the Offer Notice or (ii) an accepting party fails to consummate the purchase of the Offered Stock and neither Issuer nor the other Significant Stockholders who received the Offer Notice are prepared to purchase such Offered Stock within five business days of receiving notice of such failed purchase. The obligations and rights of the Significant Stockholders relating to the rights of first refusal will terminate when the Getty Group or the Torrance Group, as the case may be, and any of such "Group's" Permitted Transferees collectively beneficially own fewer than the greater of 3,000,000 Shares and such number of Shares as is equal to two percent or less of the then outstanding Shares. 7 Each of the Torrance Group and the Getty Group will have the right, subject to termination conditions, to nominate one director. For so long as the Getty Group has the right to nominate one director, it shall also have the right to appoint from among the directors of Issuer, the Chairman of Issuer, provided, however, that for so long as either Mark Torrance or Mark H. Getty are Co-Chairmen of the Board of Directors of Issuer (the "Issuer Board"), such right shall not be in effect. Issuer shall include as a nominee for the Issuer Board the person designated by each of the Getty Group and the Torrance Group and shall nominate such person and use its reasonable best efforts to cause the election of such person, unless the Issuer Board, in the exercise of its fiduciary duties, reasonably shall determine that such person is not qualified to serve on the Issuer Board. If the Issuer Board reasonably determines that such designee is not so qualified, the Group designating such nominee shall have the opportunity to specify one additional designee who shall be so included as a nominee subject to the qualification set forth in the immediately preceding sentence. The Significant Stockholders have agreed to take such actions within their control as are necessary to implement each "Group's" right to appoint a director, including the voting of their respective shares in favor of the nominees designated by the Getty Group and the Torrance Group in accordance with the Stockholders' Agreement. The foregoing description of the Stockholders' Agreement is qualified in its entirety by reference to such agreement, a copy of which is attached hereto as Exhibit 1. B. GETTY PARTIES SHAREHOLDERS' AGREEMENT Prior to the completion of the Transactions, Getty Investments, the October 1993 Trust and Crediton Limited, as the holders of the Getty Communications Class B Ordinary Shares, were parties to a shareholders' agreement with respect to their ownership of such shares. Upon consummation of the Transactions, Getty Investments, Issuer, Crediton Limited, Abacus (C.I.) Ltd. as the Trustee of the October 1993 Trust, Mark H. Getty and Jonathan D. Klein entered into the Restated Shareholders' Agreement, dated February 9, 1998 (such agreement, as amended, being the "Getty Parties Shareholders' Agreement"). Certain provisions of the Getty Parties Shareholders' Agreement are described below. The Getty Parties Shareholders' Agreement provides that all Shares held by the parties thereto (other than those held by Mark H. Getty and Jonathan D. Klein) will be voted as directed by the board of directors of Getty Investments. Before transferring such shares (other than certain permitted transfers to affiliates or family members who, as a condition of such permitted transfer, must agree to be bound by the terms of the Getty Parties Shareholders' Agreement), the parties must first offer such shares to the other parties. The price at which such shares must be offered is either the price that another purchaser is willing to pay for such shares or, in the event of a transfer pursuant to an exercise of registration rights, the average closing market price of the Shares over the 8 preceding ten business days. In the event that these rights of first refusal are not exercised up, then the rights of first refusal in the Stockholders' Agreement apply. In the Getty Parties Shareholders' Agreement, the October 1993 Trust and Crediton Limited each agreed to retain at least 311,301 Shares until July 8, 2001 and thereafter each agreed to retain at least 155,651 Shares for an additional two years; PROVIDED, HOWEVER, that the October 1993 Trust and Crediton Limited may sell shares in the event that (i) Mark H. Getty (in the case of the October 1993 Trust) or Jonathan D. Klein (in the case of Crediton Limited) ceases to be employed by Issuer or any of its subsidiaries, or (ii) Getty Investments ceases at any time to hold seven percent or more of the then outstanding Shares. In addition, if Getty Investments or any of its members sells any Shares, the October 1993 Trust and Crediton Limited will be permitted to sell the same proportion of their Shares which are subject to this sale restriction as the number of Shares sold by Getty Investment bears to its total number of Shares. The Getty Parties Shareholders' Agreement provides that each of the October 1993 Trust and Crediton Limited will, in consideration of its participation under such agreement, receive an annual fee from Getty Investments in 1998 of L78,843 and L272,137, subject to certain inflation adjustments, respectively, and thereafter an annual fee of L28,485 and L98,681, subject to certain inflation adjustments, respectively, for each of the next four years. In addition, each of Jonathan D. Klein, Crediton Limited, Mark H. Getty and the October 1993 Trust (together the "Covenantees") agreed not to transfer (other than to a permitted transferee in accordance with the Getty Parties Shareholders' Agreement) any of their Shares until the later of the announcement by the Issuer of its results for the second quarter of 1998 and August 9, 1998, except for the transfer by Jonathan D. Klein or Crediton Limited of up to 60,000 Shares in the aggregate or the transfer by Mark H. Getty or the October 1993 Trust of up to 60,000 Shares in the aggregate. Each of the Covenantees agreed with Getty Investments that in the event of any proposed transfer (other than to a permitted transferee in accordance with the Getty Parties Shareholders' Agreement) it shall give Getty Investments at least ten days' notice of such proposed transfer and shall consult with Getty Investments about the reasons for, manner of and timing of such proposed transfer. The Getty Parties Shareholders' Agreement also provides that each of the October 1993 Trust and Crediton Limited have the right to nominate a director to the board of directors of Getty Investments. Such parties have nominated Mark H. Getty and Jonathan D. Klein. The October 1993 Trust also has the right to nominate the chairman of Getty Investments. The October 1993 Trust has nominated Mark H. Getty as Chairman of Getty Investments. Getty Investments agreed in the Getty Parties Shareholders' Agreement that, subject to certain exceptions, it will not operate or own or control any other business in the visual content industry. 9 The Getty Parties Shareholders' Agreement expires on July 8, 2003, but may be terminated earlier with respect to a party (or its permitted transferees) who ceases to be a shareholder of Issuer. The Getty Parties Shareholders' Agreement terminates for all parties if the parties to the agreement cease to own beneficially fewer than the greater of 3,000,000 Shares and such number of shares as is equal to two percent or less of the then outstanding Shares. The foregoing description of the Getty Parties Shareholders' Agreement is qualified in its entirety by reference to such agreement, a copy of which is attached hereto as Exhibit 2. C. REGISTRATION RIGHTS AGREEMENT Upon the consummation of the Transactions, Issuer assumed the obligations of Getty Communications with respect to: (i) certain registration rights that Getty Communications granted to Mark H. Getty, Jonathan D. Klein, among others, pursuant to the Registration Rights Agreement, dated July 3, 1996 (the "Executive Registration Rights Agreement"), by and among Getty Communications, Lawrence J. Gould, Mark H. Getty, Jonathan D. Klein, Simon Thornley and Brian Wolske; and (ii) certain registration rights that Getty Communications granted to October 1993 Trust and Crediton Limited pursuant to the Registration Rights Agreement, dated July 3, 1996 (the "Getty Communications Registration Rights Agreement"), by and among Getty Communications and each of the trustees of the October 1993 Trust and Crediton Limited. Copies of the Executive Registration Rights Agreement and the Getty Communications Registration Rights Agreement and the related amendments thereto are attached hereto as Exhibit 3 and 4, respectively. 10 Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Description Exhibit Number -------------------------------------- --------------------------------------- Stockholders' Agreement, dated as of 1 February 9, 1998, by and among (i) Getty Images, Inc., (ii) Getty Investments L.L.C., Mark Getty, Jonathan Klein, Crediton Limited and the October 1993 Trust and (iii) PDI, L.L.C., Mark Torrance and Wade Torrance The Restated Getty Parties' 2 Shareholders Agreement, dated as of February 9, 1998, among Getty Investments L.L.C., Abacus (C.I.) Ltd. as the Trustee of the October 1993 Trust, Crediton Limited, Mark H. Getty and Jonathan D. Klein Registration Rights Agreement, dated 3 July 3, 1996, by and among Getty Communications plc, Lawrence J. Gould, Mark H. Getty, Jonathan D. Klein, Simon Thornley and Brian Wolske, and amendment dated February 9, 1998 Registration Rights Agreement, dated 4 July 3, 1996, by and among Getty Communications plc and each of the trustees of the October 1993 Trust and Crediton Limited, and amendment dated February 9, 1998 Joint Filing Agreement, dated 5 February 19, 1998, between Mark H. Getty and the October 1993 Trust
11 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. February 19, 1998 /s/ Mark H. Getty ---------------------------------------- Mark H. Getty 12 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. February 19, 1998 THE OCTOBER 1993 TRUST By: /s/ Authorized Signatory ------------------------------------ Name: Authorized Signatory Title: 13 EXHIBIT INDEX Exhibit Number Description Page Number - -------------------------------------------------------------------------------- 1 Stockholders' Agreement, dated as of February 9, 1998, by and among (i) Getty Images, Inc., (ii) Getty Investments L.L.C., Mark Getty, Jonathan Klein, Crediton Limited and the October 1993 Trust and (iii) PDI, L.L.C., Mark Torrance and Wade Torrance 2 The Restated Getty Parties' Shareholders Agreement, dated as of February 9, 1998, among Getty Investments L.L.C., Abacus (C.I.) Ltd. as the Trustee of the October 1993 Trust, Crediton Limited, Mark H. Getty and Jonathan D. Klein 3 Registration Rights Agreement, dated July 3, 1996, by and among Getty Communications plc, Lawrence J. Gould, Mark H. Getty, Jonathan D. Klein, Simon Thornley and Brian Wolske, and amendment dated February 9, 1998 4 Registration Rights Agreement, dated July 3, 1996, by and among Getty Communications plc and each of the trustees of the October 1993 Trust and Crediton Limited, and amendment dated February 9, 1998 5 Joint Filing Agreement, dated February 19, 1998, between Mark H. Getty and the October 1993 Trust 14 EX-99.1 2 EXHIBIT 99.1 - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ --------------------------------- STOCKHOLDERS' AGREEMENT --------------------------------- AMONG GETTY IMAGES, INC., GETTY INVESTMENTS L.L.C., MARK GETTY, JONATHAN KLEIN, CREDITON LIMITED, OCTOBER 1993 TRUST, PDI, L.L.C., MARK TORRANCE, AND WADE TORRANCE Dated as of February 9, 1998 - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ TABLE OF CONTENTS Page ---- ARTICLE I DEFINITIONS SECTION 1.01. Certain Defined Terms. . . . . . . . . . . . . . . . . 1 SECTION 1.02. Other Defined Terms. . . . . . . . . . . . . . . . . . 4 ARTICLE II BOARD REPRESENTATION SECTION 2.01. Board Representation . . . . . . . . . . . . . . . . . 4 ARTICLE III TRANSFERS OF SHARES SECTION 3.01. Agreement Not to Sell. . . . . . . . . . . . . . . . . 5 SECTION 3.02. Restrictions on Transfer . . . . . . . . . . . . . . . 6 SECTION 3.03. Rights of First Refusal. . . . . . . . . . . . . . . . 6 SECTION 3.04. Transferees to Execute Agreement . . . . . . . . . . . 11 SECTION 3.05. Improper Sale or Encumbrance . . . . . . . . . . . . . 12 SECTION 3.06. Legends . . . . . . . . . . . . . . . . . . . . . . . 12 ARTICLE IV MISCELLANEOUS SECTION 4.01. Expenses.. . . . . . . . . . . . . . . . . . . . . . . 12 SECTION 4.02. Notices. . . . . . . . . . . . . . . . . . . . . . . . 12 SECTION 4.03. Public Announcements.. . . . . . . . . . . . . . . . . 14 SECTION 4.04. Headings.. . . . . . . . . . . . . . . . . . . . . . . 14 SECTION 4.05. Severability.. . . . . . . . . . . . . . . . . . . . . 14 SECTION 4.06. Entire Agreement.. . . . . . . . . . . . . . . . . . . 15 SECTION 4.07. Assignment.. . . . . . . . . . . . . . . . . . . . . . 15 SECTION 4.08. No Third Party Beneficiaries.. . . . . . . . . . . . . 15 SECTION 4.09. Amendment; Waiver; Termination . . . . . . . . . . . . 15 (i) TABLE OF CONTENTS (Continued) Page ---- SECTION 4.10. Governing Law; Dispute Resolution. . . . . . . . . . . 15 SECTION 4.11. Counterparts.. . . . . . . . . . . . . . . . . . . . . 16 SECTION 4.12. Specific Performance.. . . . . . . . . . . . . . . . . 16 SECTION 4.13. All Shares Subject to this Agreement.. . . . . . . . . 16 (ii) STOCKHOLDERS' AGREEMENT (this "AGREEMENT") dated as of February 9, 1998 among Getty Images, Inc., a Delaware corporation ("GETTY IMAGES"), and (a) Getty Investments L.L.C. ("GETTY INVESTMENTS"), Mark Getty, Jonathan Klein, Crediton Limited and October 1993 Trust and (b) PDI, L.L.C. ("PDI"), Mark Torrance and Wade Torrance (each of the foregoing (except Getty Images) being a "STOCKHOLDER" and collectively, the "STOCKHOLDERS"). WHEREAS, Getty Images, Getty Communications plc, a public limited company organized under the laws of England and Wales ("GETTY COMMUNICATIONS"), Photodisc, Inc. a Washington corporation ("PHOTODISC"), and Print Merger, Inc., a Washington corporation and a wholly owned subsidiary of Getty Images ("MERGER SUB") entered into the Merger Agreement dated as of September 15, 1997 (the "MERGER AGREEMENT"), which provides, upon the terms and subject to the conditions thereof, for the merger of Merger Sub and PhotoDisc; and WHEREAS, it is a condition to the consummation of the transactions contemplated under the Merger Agreement that the parties hereto enter into this Agreement; NOW, THEREFORE, in consideration of the forgoing and the mutual agreements and covenants hereinafter set forth, the parties hereto hereby agree as follows: ARTICLE I DEFINITIONS SECTION 1.01. CERTAIN DEFINED TERMS. As used in this agreement, the following terms have the following meanings: "AFFILIATE" means, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person. "BENEFICIAL OWNER" or "BENEFICIALLY OWN" has the meaning given such term in Rule 13d-3 under the Exchange Act, PROVIDED that beneficial ownership under Rule 13d-3(d)(1)(i) shall be determined based on whether a Person has a right to acquire beneficial ownership within 60 days or thereafter. "CASH EQUIVALENTS" means (a) marketable direct obligations issued or unconditionally guaranteed by the United States government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition thereof, (b) marketable direct obligations issued by any state of the United States or any political subdivision of any such state or any public 2 instrumentality thereof maturing within one year from the date of acquisition thereof and, at the time of acquisition, having the highest rating obtainable from any of Standard & Poor's Corporation, Moody's Investors Service, Inc. or Duff & Phelps Credit Rating Co. or (c) commercial paper maturing not more than one year from the date of issuance thereof and, at the time of acquisition, having the highest rating obtainable from either Standard & Poor's Corporation or Moody's Investors Service, Inc. "CASHLESS EXERCISE OF OPTIONS" means sales of Shares of Common Stock in connection with the simultaneous exercise of options to purchase Shares of Common Stock to the extent required to pay the applicable exercise price. "COMMON STOCK" means the common stock, par value $0.01 per share, of Getty Images. "CONTROL" (including the terms "CONTROLLED BY" and "UNDER COMMON CONTROL WITH"), with respect to the relationship between or among two or more Persons, means the possession, directly or indirectly or as trustee or executor, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, as trustee or executor, by contract or otherwise. Control shall be conclusively presumed when any Person directly or indirectly owns 50% or more of the voting securities of another Person. "ENCUMBRANCE" means any security interest, pledge, mortgage, lien, charge, adverse claim, preferential arrangement or restriction or other encumbrance of any kind. "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. "GETTY GROUP" means Getty Investments, Mark Getty, Jonathan Klein, Crediton Limited and October 1993 Trust, and any other Person constituting a Permitted Transferee of the foregoing Persons under clauses (ii), (iii) or (iv) of the definition of Permitted Transferee. "GROUP" means either the Getty Group or the Torrance Group. "MARKETABLE SECURITIES" means securities that are (a) (i) securities of or other interests in any Person that are traded on a national securities exchange or reported on by the National Association of Securities Dealers Automated Quotation System or (ii) debt securities on market terms of an issuer that has debt or equity securities that are so traded or so reported on and in which a nationally recognized securities firm has agreed to make a market, and (b) not subject to restrictions on transfer as a result of any applicable contractual provisions or the provisions of the Securities Act or, if subject to such restrictions under the 3 Securities Act, are also subject to registration rights reasonably acceptable to the Person receiving such securities. "PERMITTED TRANSFEREE" means (i) Getty Images or any Subsidiary, (ii) in the case of any Stockholder who is a natural person, a Person to whom shares of Common Stock are transferred from such Stockholder by gift, will or the laws of descent and distribution, (iii) any other member of the Getty Group or the Torrance Group, as the case may be (and any Permitted Transferee of such Group), (iv) any "affiliate" of any Stockholder, including, without limitation, any trust, partnership or limited liability company that a Stockholder controls or is a beneficiary of, or any Person that is a member or a beneficiary of any Stockholder or a beneficiary of any such trust, and any partnership or limited liability company controlled by two or more of such trusts or beneficiaries of such trust or trusts, or (v) with respect only to the taking of an Encumbrance on Shares, any commercial bank or other financial institution that lends funds to a Stockholder on condition of taking such Encumbrance in such Stockholder's Shares. "PERSON" means any individual, partnership, firm, corporation, association, trust, unincorporated organization, joint venture or other entity, as well as any syndicate or group that would be deemed to be a person under Section 13(d)(3) of the Exchange Act. "RULE 144 TRANSACTION" means any Sale of Shares within the volume limitations of Rule 144(e) under the Securities Act (as in effect on the date hereof) (or, if the seller is entitled to rely upon paragraph (k) of Rule 144, within two times the volume limitations of Rule 144(e) that would have applied if the seller was not entitled to rely upon paragraph (k) of Rule 144) to a Person who, to the knowledge of the seller, does not beneficially own more than 5% of the then outstanding Common Stock. "SALE" means any sale, assignment, transfer, distribution, gift or other disposition of shares or of a participation therein, whether voluntarily or by operation of law. "SECURITIES ACT" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. "SHARE" means any share of Common Stock and any securities issued in respect thereof. "SUBSIDIARY" means any and all corporations, partnerships, joint ventures, associations and other entities controlled by Getty Images directly or indirectly through one or more intermediaries. 4 "TORRANCE GROUP" means PDI, Mark Torrance and Wade Torrance, and any other Person constituting a Permitted Transferee of the foregoing Persons under clauses (ii), (iii) or (iv) of the definition of Permitted Transferee. "THIRD PARTY" means, with respect to any Stockholder, any other Person (other than a Permitted Transferee of such Stockholder). SECTION 1.02. OTHER DEFINED TERMS. The following terms shall have the meanings defined for such terms in the Sections set forth below:
Term Section ---- ------- Accepting Party 3.03(b) Board 2.01(a) Notice of Acceptance 3.03(b) Offer 3.03(a) Offered Shares 3.03(a) Offer Notice 3.03(a) Offer Price 3.03(a) Other Stockholders 3.03(a) Prospective Seller 3.03(a) Prospective Transferee 3.04(a) Restricted Period 3.01(a)
ARTICLE II BOARD REPRESENTATION SECTION 2.01. BOARD REPRESENTATION. (a) Each of the Getty Group and the Torrance Group shall have the right to nominate one director to the Board of Directors of Getty Images (the "BOARD") whenever such class of directors is subject to an election; PROVIDED, HOWEVER, that the Torrance Group shall not have such right for so long as Mark Torrance is an employee of Getty Images and a member of the Board; and PROVIDED FURTHER, that such right shall terminate with respect to either the Torrance Group or the Getty Group, as the case may be, once such Group beneficially owns fewer than the greater of (i) 3,000,000 shares of Common Stock (subject to equitable adjustment in the event of stock splits, stock dividends and similar events) and (ii) such number of shares of Common Stock as is equal to 2% of the then outstanding shares of Common Stock. Such right shall be in addition to any other voting rights that each Stockholder may have with respect to its Shares. 5 (b) For so long as the Getty Group has the right to nominate one director to the Board pursuant to Section 2.01(a), the Getty Group shall also have the right to appoint the Chairman of the Board from among the directors of Getty Images; PROVIDED, HOWEVER, that the Getty Group shall not have such right for so long as either Mark Torrance or Mark Getty is the Chairman or a Co-Chairman of the Board. (c) The Stockholders agree to take such actions within their control as are necessary to implement the agreements set forth in Sections 2.01(a) and 2.01(b), including the voting of their respective Shares in favor of the Board nominees designated by the Getty Group and the Torrance Group in accordance with this Section 2.01. (d) Getty Images shall include as a nominee for the Board recommended by the Board the person designated by each of the Getty Group and the Torrance Group in accordance with Section 2.01(a) and shall nominate such person and use its reasonable best efforts to cause the election of such person, unless the Board of Directors of Getty Images, in the exercise of its fiduciary duties, reasonably shall determine that such person is not qualified to serve on the Board. If the Board reasonably determines that such designee is not so qualified, the Group designating such nominee shall have the opportunity to specify one additional designee who shall be so included as a nominee subject to the qualification set forth in the immediately preceding sentence. (e) In the event that a vacancy is created at any time by the death, disability, resignation or removal of any director nominated by the Getty Group or the Torrance Group, the nominating Group shall have the right to designate a replacement director to fill such vacancy (provided that such Group would be entitled at that time to nominate a director pursuant to Section 2.01(a)) and Getty Images and the Stockholders agree to take such actions within their control as are necessary to implement the agreements set forth in this Section 2.01(e). (f) To the extent not already proposed pursuant to Exhibit 7.11 of the Merger Agreement, Mark Torrance may propose to the Board of Directors of Getty Images non-employees with appropriate industry experience to fill two vacancies on the Board of Directors of Getty Images as of the date hereof. The Board of Directors of Getty Images shall consider any proposed appointee in good faith. ARTICLE III TRANSFERS OF SHARES SECTION 3.01. AGREEMENT NOT TO SELL. (a) Except with the prior written consent of Getty Images, no Stockholder shall sell any Shares until the earlier of (i) the date 6 six months after the date of this Agreement and (ii) the time of the effectiveness of a registration statement filed by Getty Images under the Securities Act pursuant to which stockholders of Getty Images sell Shares (such period being the "RESTRICTED PERIOD"); PROVIDED, HOWEVER, that during the Restricted Period, the Getty Group or the Torrance Group, as the case may be, may each sell up to 200,000 Shares in a Rule 144 Transaction or in a Cashless Exercise of Options. (b) After the expiration of the Restricted Period, no Stockholder shall, directly or indirectly, make or solicit any Sale of, or create, incur, solicit or assume any Encumbrance with respect to, any Share, except in compliance with the Securities Act and this Agreement. SECTION 3.02. RESTRICTIONS ON TRANSFER. Each Stockholder agrees that it will not, directly or indirectly, make or solicit any Sale of, or create, incur, solicit or assume any Encumbrance with respect to, any Share beneficially owned by such Stockholder other than (i) any Sale to a Permitted Transferee or the granting of any Encumbrance to a Permitted Transferee, (ii) any Sale that is made in compliance with the procedures, and subject to the limitations, set forth in Section 3.03 or any Sale made to any Third Party after the termination of Section 3.03 pursuant to subparagraph (g) thereof, (iii) any Sale pursuant to a public offering of shares of Common Stock pursuant to an effective registration statement under the Securities Act in which, to the knowledge of the selling Stockholder, no one Person shall purchase more than five percent of the then outstanding shares of Common Stock, or (iv) any Sale pursuant to a Rule 144 Transaction or in a Cashless Exercise of Options. Notwithstanding the foregoing, except as otherwise expressly provided in this Agreement, all Sales permitted by the foregoing clauses (i) through (iv) shall be subject to, and shall not be made other than in compliance with, the provisions of Sections 3.01, 3.04, 3.05 and 3.06. SECTION 3.03. RIGHTS OF FIRST REFUSAL. (a) If at any time any Stockholder receives from or otherwise negotiates with a Third Party a bona fide offer to purchase for cash, Cash Equivalents or Marketable Securities or other securities reasonably subject to valuation in the manner set forth in Section 3.03(b)(ii) below (for purposes of this Section 3.03, an "OFFER") any of the Shares owned or held by such Stockholder, and such Stockholder intends to sell such Shares to such Third Party, such Stockholder (for purposes of this Section 3.03, the "PROSPECTIVE SELLER") shall provide Getty Images and each of the other Stockholders in the Group in which the Prospective Seller is not a member (for purposes of this Section 3.03, the "OTHER STOCKHOLDERS") written notice of such offer (for purposes of this Section 3.03, an "OFFER NOTICE"). The Offer Notice shall identify the Third Party making the Offer, the number of Shares with respect to which the Prospective Seller has such an Offer (for purposes of this Section 3.03, the "OFFERED SHARES"), the consideration per Share at which a sale is proposed to be made (for purposes of this Section 3.03, the "OFFER PRICE"), and all other material terms and conditions of the Offer, including, without 7 limitation, a description of any non-cash consideration sufficiently detailed to permit valuation thereof, as well as a copy of the Offer, if available and permitted pursuant the terms thereof. For avoidance of doubt, the Offer Price may be expressed as an amount correlated to the price of the publicly traded Common Stock determined as of a particular date or over a particular period. (b) (i) The receipt of an Offer Notice by Getty Images and the Other Stockholders from a Prospective Seller shall constitute an offer by such Prospective Seller to sell to Getty Images and each Other Stockholder all (but not less than all) of the Offered Shares at the Offer Price per Share in cash (subject to the valuation procedures set forth in Section 3.03(b)(ii) below if the Offer Price includes any non-cash consideration). Such offer shall be irrevocable for 10 days after receipt of such Offer Notice by Getty Images and each Other Stockholder. During such 10-day period, Getty Images and each Other Stockholder shall, subject to the priorities set forth in Section 3.03(b)(iii), have the right to accept such offer as to any or all of the Offered Shares by giving a written notice of acceptance (for purposes of this Section 3.03, a "NOTICE OF ACCEPTANCE") to the Prospective Seller prior to the expiration of such 10-day period (for purposes of this Section 3.03, Getty Images or any Other Stockholder so accepting such offer being an "ACCEPTING PARTY"). In the event that within five days prior to the expiration of such 10-day period the Prospective Seller shall not have received Notices of Acceptance for all of the Offered Shares, the Prospective Seller shall notify each Accepting Party of such fact and shall provide each Accepting Party an opportunity to submit an additional Notice of Acceptance for any such remaining Offered Shares prior to the expiration of such 10-day period. In the event that after the expiration of such 10-day period (as may be extended pursuant to Section 3.03(b)(ii)(B)) the Prospective Seller shall not have received Notices of Acceptance for all of the Offered Shares, the Prospective Seller shall have the right to reject any or all Notices of Acceptance theretofore received and to sell Shares in accordance with Section 3.03(d). (ii) If the Offer Price specified in the Offer Notice includes any Cash Equivalents, Marketable Securities or other securities reasonably subject to valuation in the manner set forth below, such Offer Price shall be deemed to be the amount of any cash included in the Offer Price plus the value (as jointly determined by two nationally recognized investment banking firms, one of whom shall have been selected by Getty Images and other of whom shall have been selected by the Prospective Seller) of such non-cash consideration included in the Offer Price. For this purpose: (A) the parties shall use their best efforts to cause any determination of the value of any such non-cash consideration included in the Offer Price to be made within three business days after the date of receipt of the Offer Notice by Getty Images and the Other Stockholders. If the firms selected by Getty Images and the Prospective Seller are unable to agree upon the value of any such non-cash consideration within such three-day period, the value of such non-cash consideration 8 shall be deemed to be the average of the valuations determined by each investment bank; and (B) notwithstanding Section 3.03(b)(i), the date by which Getty Images and the Other Stockholders must exercise their rights of first refusal under this Section 3.03 shall be extended until three days after the determination of the value of such non-cash consideration. (iii) Getty Images and each Other Stockholder shall be entitled to accept such offer from the Prospective Seller in the following order of priority: FIRST, Getty Images shall be entitled to accept such offer for any or all of the Offered Shares; SECOND, if Getty Images shall not have accepted such offer for all the Offered Shares, each Other Stockholder shall be entitled to accept such offer for any or all of the remaining Offered Shares (PROVIDED, HOWEVER, that if Notices of Acceptance are received from Other Stockholders in respect of more than the number of remaining Offered Shares, each Other Stockholder shall be entitled to accept such offer for not more than the portion of the remaining Offered Shares determined on a pro rata basis based on the ratio of the number of Shares then owned by such Other Stockholder to the number of Shares then owned by all Other Stockholders who have submitted Notices of Acceptance); and THIRD, if Getty Images and one or more of the Other Stockholders have not accepted such offer for all the Offered Shares, each Other Stockholder shall then be entitled to accept such offer for not more than the portion of the remaining Offered Shares determined on a pro rata basis based on the ratio of the number of Offered Shares specified in such Other Stockholder's Notice of Acceptance in respect of which such Other Stockholder shall not be entitled to accept the Prospective Seller's offer as a result of the application of the proviso contained in clause SECOND above to the number of Offered Shares specified in all such Other Stockholders' Notices of Acceptance in respect of which such Other Stockholders shall not be entitled to accept the Prospective Seller's offer as a result of the application of the proviso contained in clause SECOND above (it being understood that each such Other Stockholder shall be entitled to indicate its interest in accepting more than its pro rata share of the remaining Offered Shares and to accept the Prospective Seller's offer with respect to (A) such additional Offered Shares if all the Offered Shares are not otherwise accepted pursuant to 9 clauses FIRST, SECOND and THIRD or (B) such Offered Shares that remain unsold as described in Section 3.03(d)(ii) below). If Getty Images or any Other Stockholder so accepts the Prospective Seller's offer, such Accepting Party will purchase for cash from the Prospective Seller, and the Prospective Seller will sell to such Accepting Party, such number of Offered Shares as to which such Accepting Party shall have accepted the Prospective Seller's offer (which must total, as to all Accepting Parties, all of the Offered Shares). The price per Share to be paid by such Accepting Party shall be the Offer Price specified in the Offer Notice, payable in accordance with the terms of the Offer by the Prospective Seller specified in Section 3.03(b)(i) (or in cash if the Offer Price includes any non-cash consideration, subject to the valuation procedures set forth in Section 3.03(b)(ii)). The Notice of Acceptance shall specify (i) such Accepting Party's Acceptance of the Prospective Seller's offer and (ii) the number of Offered Shares to be purchased by such Accepting Party. If, collectively, the Accepting Parties shall not have accepted the Prospective Seller's offer as to all of the Offered Shares, the Prospective Seller shall have the right to reject any or all Notices of Acceptance theretofore received and to sell Shares in accordance with Section 3.03(d). (c) The consummation of any such purchase by and sale to any Accepting Party shall take place on such date, not later than 20 days after receipt of the latest Notice of Acceptance timely received by the Prospective Seller, as such Accepting Party and the Prospective Seller shall select. Upon the consummation of such purchase and sale, the Prospective Seller shall, against delivery by the relevant Accepting Party of the Offer Price multiplied by the number of Shares being purchased by such Accepting Party, (i) deliver to the Accepting Party certificates evidencing the Offered Shares purchased and sold, duly endorsed in blank or accompanied by written instruments of transfer in form and substance satisfactory to such Accepting Party and duly executed by the Prospective Seller, and (ii) shall assign all its rights under this Agreement with respect to the Offered Shares purchased and sold pursuant to an instrument of assignment reasonably satisfactory to such Accepting Party. (d) In the event that: (i) Getty Images and each Other Stockholder shall have received an Offer Notice from a Prospective Seller but the Prospective Seller shall not have received from Getty Images and one or more Other Stockholders Notices of Acceptance as to all the Offered Shares prior to the expiration of the 10-day period following receipt of such Offer Notice (as may be extended pursuant to Section 3.03(b)(ii)(B)) or (ii) (x) an Accepting Party shall have given a Notice of Acceptance to the Prospective Seller but shall have failed to consummate, other than as a 10 result of the fault of the Prospective Seller, a purchase of the Offered Shares with respect to which such Notice of Acceptance was given within 20 days after receipt of the Notice of Acceptance by the Prospective Seller and (y) one or more Other Stockholders shall not have indicated an interest upon any such failure to buy such Shares as provided in clause (B) of the parenthetical phrase following clause THIRD of Section 3.03(b)(iii) and shall not have indicated that they are prepared to purchase such Shares within five days of their receipt of a notice of such failure from the Prospective Seller and (z) Getty Images shall not have indicated an interest in purchasing such Shares as have not been purchased pursuant to the immediately preceding clause (y) and shall not have been prepared to purchase such Shares at the offer price originally specified in the Offer Notice relating to such Shares within five days of its receipt of a notice from the Prospective Seller that such Shares have not been purchased pursuant to the immediately preceding clause (y), such Prospective Seller shall have the right to reject any or all Notices of Acceptance theretofore received, and nothing in this Section 3.03 shall limit the right of the Prospective Seller to make thereafter a sale of the Offered Shares so long as all the Offered Shares that are sold or otherwise disposed of by the Prospective Seller (which number of Offered Shares shall be not less than the number of Offered Shares specified in such Offer Notice) are sold for cash or the Offer Consideration (A) within 90 days after the date of receipt of such Offer Notice by Getty Images and the Other Stockholders, (B) at an amount not less than the Offer Price included in such Offer Notice, (C) to the Third Party making the Offer and (D) in compliance with applicable securities laws. (e) In the event that Getty Images and the Other Stockholders shall have received an Offer Notice from a Prospective Seller but the Prospective Seller shall not have received Notices of Acceptance for all the Offered Shares prior to the expiration of the 10-day period following receipt of such Offer Notice by Getty Images and the Other Stockholders (as may be extended pursuant to Section 3.03(b)(ii)(B)) and such Prospective Seller shall not have sold the remaining Offered Shares before the expiration of the 90-day period in accordance with paragraph (d) above, then such Prospective Seller shall not give another Offer Notice for a period of 90 days from the last day of such 90-day period. (f) Anything in this Section 3.03 or in Section 3.02 to the contrary notwithstanding, the provisions of this Section 3.03 will not be applicable to any Sale or Encumbrance described in Sections 3.02(i), (iii) or (iv). 11 (g) The provisions of Sections 2.01(e) and 2.01(d) and Article III shall terminate and be of no further force and effect with respect to either the Getty Group or the Torrance Group, as the case may be, on and after the date on which such Group collectively beneficially owns fewer than the greater of (i) 3,000,000 shares of Common Stock (subject to equitable adjustment in the event of stock splits, stock dividends and similar events); and (ii) such number of shares of Common Stock as is equal to 2% of the then outstanding shares of Common Stock. SECTION 3.04. TRANSFEREES TO EXECUTE AGREEMENT. (a) Each Stockholder agrees that it will not, directly or indirectly, make any Sale of, or create, incur or assume any Encumbrance with respect to, any Shares beneficially owned by such Stockholder, unless prior to the consummation of any such Sale or the creation, incurrence or assumption of any such Encumbrance, the Person to whom such Sale is proposed to be made or the Person in whose favor such Encumbrance is proposed to be created, incurred or assumed (a "PROSPECTIVE TRANSFEREE") (i) executes and delivers to Getty Images and each Stockholder an agreement, in form and substance reasonably satisfactory to Getty Images, whereby such Prospective Transferee confirms that, with respect to the Shares that are the subject of such Sale or Encumbrance, it shall be deemed to be a "Stockholder" for purposes of this Agreement and agrees to be bound by all the terms of this Agreement, and (ii) unless such Prospective Transferee is an institutional investor, delivers to Getty Images an opinion of counsel, satisfactory in form and substance to Getty Images, to the effect that such Sale or Encumbrance is being conducted in compliance with applicable securities laws and that the agreement referred to above that is delivered by such Prospective Transferee is a legal, valid and binding obligation of such Prospective Transferee enforceable against such Prospective Transferee in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditor's rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Upon the execution and delivery by such Prospective Transferee of the agreement referred to in clause (i) of the preceding sentence and, if required, the delivery of the opinion of counsel referred to in clause (ii) of the preceding sentence, such Prospective Transferee shall be deemed a "Stockholder" for purposes of this Agreement and shall have the rights and be subject to the obligations of a Stockholder under this Agreement, in each case with respect to the Shares that were transferred to it by a Stockholder hereunder or in respect of which such Encumbrance shall have been created, incurred or assumed. (b) Anything in this Section 3.04 or in Section 3.02 to the contrary notwithstanding, the provisions of this Section 3.04 will not be applicable to (i) any Sale of Shares pursuant to a public offering of shares of Common Stock pursuant to an effective registration statement under the Securities Act, (ii) any Sale of Shares in a Rule 144 Transaction or in a Cashless Exercise of Options or (iii) any Sale of Shares to a Third Party 12 in accordance with Section 3.03(d) after complying with the right of first refusal requirements of Section 3.03. SECTION 3.05. IMPROPER SALE OR ENCUMBRANCE. Any attempt not in compliance with this Agreement to make any Sale of, or create, incur or assume any Encumbrance with respect to, any Shares shall be null and void and of no force and effect, the purported transferee shall have no rights or privileges in or with respect to Getty Images, and Getty Images shall not give any effect in Getty Images's stock records to such attempted Sale or Encumbrance. SECTION 3.06. LEGENDS. (a) For so long as Shares beneficially owned by a Stockholder are subject to the voting obligations and restrictions on transfer set forth in Article II and in this Article III, certificates evidencing such Share shall bear a legend in substantially the following form: "THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN VOTING OBLIGATIONS AND RESTRICTIONS ON TRANSFER AS SET FORTH IN A STOCKHOLDERS' AGREEMENT, DATED AS OF FEBRUARY 9, 1998, AS IT MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF GETTY IMAGES. NO REGISTRATION OF TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF GETTY IMAGES UNLESS AND UNTIL SUCH RESTRICTIONS SHALL HAVE BEEN COMPLIED WITH." (b) In the event that any Shares shall cease to be subject to the voting obligations or restrictions on transfer set forth in Article II or in this Article III, Getty Images shall, upon the written request of the holder thereof, issue to such holder a new certificate evidencing such Shares without the relevant legend. ARTICLE IV MISCELLANEOUS SECTION 4.01. EXPENSES. Except as otherwise specified in this Agreement, all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses. SECTION 4.02. NOTICES. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given or made (and shall be 13 deemed to have been duly given or made upon receipt) by delivery in person, by courier service, by cable, by facsimile, by telegram, by telex or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 4.02): (a) if to Getty Images or members of the Getty Group other than Getty Investments: Getty Images, Inc. 500 North Michigan Avenue Suite 1700 Chicago, Illinois 60611 Facsimile: (1312) 922-9075 Attention: Andrew Duncomb with a copy to each of: Getty Communications plc 101 Bayham Street London NW1 0AG England Facsimile: (44171) 267-6540 Attention: Nick Evans-Lombe Clifford Chance 200 Aldersgate Street London EC1A 4JJ England Facsimile: (44171) 600-5555 Attention: Michael Francies Shearman & Sterling 555 California Street San Francisco, California 94104 Facsimile: (415) 616-1199 Attention: Christopher D. Dillon (b) if to Getty Investments: Getty Investments L.L.C. 1325 Airmotive Way, Suite 262 Reno, Nevada 89502 Facsimile: (702) 786-5414 14 Attention: Jan D. Moehl Mark J. Jenness (c) if to members of the Torrance Group: PhotoDisc, Inc. 2013 Fourth Avenue 4th Floor Seattle, WA 98121 Facsimile: (206) 441-9379 Attention: Mark Torrance with a copy to: Graham & James LLP/Riddell Williams P.S. 1001 Fourth Avenue Plaza Suite 4500 Seattle, Washington 98154-1085 Facsimile: (206) 389-1708 Attention: John Steel SECTION 4.03. PUBLIC ANNOUNCEMENTS. No party to this Agreement shall make, or cause to be made, any press release or public announcement in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media without the prior written consent of the other party (except to the extent that such disclosure is required by law or the rules of the Nasdaq National Market), and, to the extent practicable, the parties shall cooperate as to the timing and contents of any such press release or public announcement. SECTION 4.04. HEADINGS. The descriptive headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. SECTION 4.05. SEVERABILITY. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any law or public policy, all other terms 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 an acceptable manner in order that the transactions 15 contemplated hereby are consummated as originally contemplated to the greatest extent possible. SECTION 4.06. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of 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, except as otherwise expressly provided herein. SECTION 4.07. ASSIGNMENT. Except as otherwise expressly provided herein, this Agreement shall be binding upon and shall inure solely to the benefit of the parties hereto and their respective successors and permitted assigns; PROVIDED, HOWEVER, that this Agreement shall not inure to the benefit of any transferee unless such transferee shall have complied with the terms of Section 3.04. No Stockholder may assign any of its rights hereunder to any Person other than a transferee that has complied with the requirements of Section 3.04 in all respects. SECTION 4.08. NO THIRD PARTY BENEFICIARIES. Nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. SECTION 4.09. AMENDMENT; WAIVER; TERMINATION. Any term of this Agreement may be amended or modified, and the observance of any term may be waived, only by an instrument in writing signed by Getty Images and Stockholders in each of the Getty Group and the Torrance Group holding Shares representing a majority of the Shares then held by Stockholders in such Group; provided, however, that no modification to Sections 2.01 or 4.09 may be made without the consent of the party affected thereby. Waiver of any term or condition of this Agreement shall only be effective if it is in writing and shall not be construed as a waiver of any subsequent breach or waiver of the same term or condition, or a waiver of any other term or condition of this Agreement. Each Stockholder shall be bound by any amendment or waiver authorized by this Section 4.09, whether or not such Stockholder shall have consented thereto. No failure or delay by any party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law. This Agreement may be terminated upon the unanimous written consent of the Stockholders. SECTION 4.10. GOVERNING LAW; DISPUTE RESOLUTION. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware applicable to contracts executed in and to be performed entirely within that State. All actions and proceedings arising out of or relating to this Agreement shall be heard and determined in 16 any Delaware state or federal court sitting in the State of Delaware. In the event of any dispute, claim or litigation with regard to this Agreement, the prevailing party shall be entitled to receive from the non-prevailing party, and the non-prevailing party shall promptly pay, all reasonable fees and expenses of counsel for the prevailing party incurred in connection with such dispute, claim or litigation. SECTION 4.11. COUNTERPARTS. This Agreement may be executed in one or more counterparts, 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 agreement. SECTION 4.12. SPECIFIC PERFORMANCE. The parties hereto agree that irreparable damage would occur in the event that any provision of this Agreement was not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or in equity. SECTION 4.13. ALL SHARES SUBJECT TO THIS AGREEMENT. All Shares shall be held subject to the terms of this Agreement and the Stockholder thereof shall be deemed a holder for purposes of this Agreement, as follows: (i) Any Shares hereafter acquired by any Stockholder shall be held by such Person subject to the provisions of this Agreement and such Person shall be deemed to be a Stockholder for purposes of such additional Shares; and (ii) Any Stockholder who ceases to own any Shares as provided for in this Agreement shall cease to be a Stockholder for purposes of such Shares no longer so owned. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized or in their individual capacities, as applicable. GETTY IMAGES, INC. By: /s/ Lawrence Gould --------------------------- Title: Treasurer 17 GETTY INVESTMENTS L.L.C. By: /s/ Jan D. Moehl --------------------------- Title: Officer /s/ Mark Getty ------------------------------ Mark Getty /s/ Jonathan Klein ------------------------------ Jonathan Klein CREDITON LIMITED By: /s/ R.L. Breadner --------------------------- Title: Director OCTOBER 1993 TRUST By: /s/ Authorised Signatory --------------------------- Title: Authorised Signatory PDI, L.L.C. By: /s/ Mark Torrance --------------------------- Title: /s/ Mark Torrance ------------------------------ Mark Torrance /s/ Wade Torrance ------------------------------ Wade Torrance EX-99.2 3 EXHIBIT 99.2 (1) GETTY INVESTMENTS L.L.C. (2) THE INVESTORS NAMED HEREIN (3) GETTY IMAGES, INC. (4) MARK GETTY AND JONATHAN KLEIN - -------------------------------------------------------------------------------- RESTATED SHAREHOLDERS AGREEMENT - -------------------------------------------------------------------------------- CONTENTS
CLAUSE PAGE 1. INTERPRETATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 2. VOTING ARRANGEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . 4 3. PLEDGE OF COMMON STOCK. . . . . . . . . . . . . . . . . . . . . . . . . 4 4. PERMITTED TRANSFERS . . . . . . . . . . . . . . . . . . . . . . . . . . 4 5. TRANSFERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 6. TRANSFERS - GENERAL . . . . . . . . . . . . . . . . . . . . . . . . . . 6 7. LOCK-UP - CREDITON. . . . . . . . . . . . . . . . . . . . . . . . . . . 7 8. LOCK-UP - OCTOBER TRUST . . . . . . . . . . . . . . . . . . . . . . . . 8 9. SPECIAL LOCK-UP . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 10. STOCK CERTIFICATE LEGEND. . . . . . . . . . . . . . . . . . . . . . . . 10 11. NON-COMPETITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 12. APPOINTMENT OF CHAIRMAN OF GETTY IMAGES . . . . . . . . . . . . . . . . 11 13. TERM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 14. TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 15. CONSEQUENCES OF TERMINATION . . . . . . . . . . . . . . . . . . . . . . 11 16. FURTHER ASSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 17. GENERAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 18. RESTRICTIVE TRADE PRACTICES ACT . . . . . . . . . . . . . . . . . . . . 12 19. SATISFACTION OF LEGAL REQUIREMENTS. . . . . . . . . . . . . . . . . . . 12 20. ASSIGNMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 21. NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 22. GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 23. COUNTERPARTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 24. POWER TO APPOINT, REMOVE AND REPLACE A DIRECTOR OF GETTY INVESTMENTS. . 14 25. CHAIRMAN OF BOARD OF GETTY INVESTMENTS. . . . . . . . . . . . . . . . . 14
THIS AGREEMENT is made on 9 February 1998 BETWEEN: (1) GETTY INVESTMENTS L.L.C. a limited liability company organised pursuant to the Delaware Limited Liability Company Act whose principal office is at 1325 Airmotive Way, Suite 262, Reno, Nevada 89502-3240 ("GETTY INVESTMENTS"); (2) THOSE PERSONS whose names and addresses are set out in Exhibit A hereto (the "INVESTORS"); (3) GETTY IMAGES, INC, a company incorporated and existing under the laws of Delaware, with its principal office at 500 North Michigan Avenue, Suite 1700, Chicago, Illinois, 60611 U.S.A. ("GETTY IMAGES"); and (4) MARK GETTY and JONATHAN KLEIN, shareholders of Common Stock ("GETTY AND KLEIN") WHEREAS (A) On 8 July 1996 Getty Investments and the Investors entered into a Shareholders Agreement as amended by a Supplemental Agreement dated 1 November 1996 (collectively the "ORIGINAL SHAREHOLDERS AGREEMENT") to regulate the conduct of Getty Investments and the Investors in relation to their direct and indirect investments in Getty Communications plc ("GETTY COMMUNICATIONS"). (B) The share capital of Getty Communications was divided into A Shares and B Shares. The A Shares and the B Shares had identical rights attached to them apart from the voting rights where the B Shares had ten votes per share and the A Shares had one vote per share. (C) Getty Investments and the Investors owned 100% of the issued and allotted B Shares in Getty Communications. (D) On 15 September 1997 Getty Communications entered into a merger agreement (the "MERGER AGREEMENT") with PhotoDisc, Inc ("PHOTODISC"). Pursuant to the terms of the Merger Agreement Getty Images was formed and (i) pursuant to a scheme of arrangement (the "SCHEME OF ARRANGEMENT") each issued B Share of Getty Communications was converted into one A Share of Getty Communications, each A Share of Getty Communications was then transferred to Getty Images and the holders of Getty Communications A Shares were issued one share of Common Stock for every two Getty Communications A Shares held and Getty Communications became a wholly owned subsidiary of Getty Images; and (ii) PhotoDisc was merged with and into a wholly owned subsidiary of Getty Images ("MERGERSUB") with MergerSub as the surviving corporation. (E) Following completion of the Merger Agreement Getty Investments has, through its ownership of Common Stock, a significant interest in Getty Images. (F) THIS AGREEMENT is intended to regulate the conduct of Getty Investments and the Investors in relation to their direct and indirect investments in Getty Images. By this Agreement the parties wish to restate the Original Shareholders Agreement in full. THE PARTIES AGREE in consideration of the mutual terms, covenants and conditions herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, as follows: 1. INTERPRETATION 1.1 In this Agreement: "AFFILIATE" means, with respect to any Person, any other Person directly or indirectly Controlling, directly or indirectly Controlled by or under direct or indirect common Control with such Person; "CLOSING PRICE" means with respect to Common Stock, the last reported sale price on a Trading Day or, in case no such sale takes place on such day, the average of the reported closing bid and asked prices as reported on the New York Stock Exchange Composite Tape, or, if such sales are not so reported, the reported last sale price or, if no such sale takes place on such day, the average of the reported closing bid and asked prices on the principal national securities exchange on which the Common Stock is listed or admitted to trading, or if not listed or admitted to trading on any national securities exchange, on the National Association of Securities Dealer Automated Quotations ("NASDAQ") National Market System, or if the Common Stock is not quoted on such National Market System, the average of the closing bid and asked prices in the over-the-counter market as furnished by any New York Stock Exchange member firm selected by Getty Images for that purpose; "COMMON STOCK" means the shares of Common Stock, par value $0.01 per share of Getty Images; "CONTROL" means, with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of the controlled Person, whether through equity ownership, by contract or otherwise; "CONTROLLING PERSON" means, as to any Person, any one or more Persons who Control such Person; "CREDITON" means Crediton Limited and the "Permitted Transferees" of the Common Stock held by Crediton (if any) pursuant to this Agreement; "GETTY INVESTMENTS" means Getty Investments and the "Permitted Transferees" of the Common Stock held by Getty Investments (if any) pursuant to this Agreement; "GROUP" means Getty Images and each Subsidiary thereof; "INVESTORS" means the Investors listed in Exhibit A hereto, together with the respective Permitted Transferees of the Common Stock held by such Persons (if any) pursuant to this Agreement; "OCTOBER TRUST" means the Trustees of the October 1993 Trust and the "Permitted Transferees" of the Common Stock held by the October Trust (if any) pursuant to this Agreement; October Trust is the beneficial owner of the Common Stock which is registered in the name of Abacus (C.I.) Limited as trustee of the October 1993 Trust ("ABACUS"); "PARTY" means any party to this Agreement or a Person who becomes a Party pursuant to the provisions of this Agreement; "PERMITTED TRANSFEREE" means a Person who is a "permitted transferee" of Common Stock as set forth in clauses (iii) (with reference to members of the Getty Group only) and (iv) of the definition of Permitted Transferee under the Stockholders' Agreement; "PERSON" means an individual, corporation, general or limited partnership, limited or unlimited liability company, trust, association, unincorporated organisation, government or any authority, agency or body thereof, or other entity and any legal personnel representative successors and lawful assigns of any of them; "REGISTRATION RIGHTS AGREEMENTS" means (i) the Registration Rights Agreement dated 9 February between Getty Images, and Getty Investments and (ii) the Registration Rights Agreement dated 3 July 1996 and amended by the Registration Rights Agreement Amendment dated 9 February, among Getty Images, October Trust and Crediton; "STOCKHOLDERS' AGREEMENT" means the Stockholders' Agreement dated 9 February between Getty Images and (a) Getty Investments, Mark Getty, Jonathan Klein, Crediton Limited and October 1993 Trust and (b) PDI, L.L.C., Mark Torrance and Wade Torrance; "TRADING DAY" means a weekday (except for public holidays and Sundays) on which the New York Stock Exchange is open for business; and "TRANSFER" means to sell, assign, pledge, grant a security interest in, otherwise dispose of, of agree to do any of the foregoing with respect to the Common Stock. 1.2 In this Agreement, a reference to: 1.2.1 a "SUBSIDIARY" or "HOLDING COMPANY" is to be construed in accordance with section 736 of the Companies Act 1985; 1.2.2 a statutory provision includes a reference to the statutory provision as modified or re-enacted or both from time to time whether before or after the date of this Agreement and any subordinate legislation made under the statutory provision whether before or after the date of this Agreement; 1.2.3 a clause or schedule, unless the context otherwise requires, is a reference to a clause of or schedule to this Agreement; and 1.2.4 a document is a reference to that document as from time to time supplemented or varied. 1.3 The headings in this Agreement do not affect its interpretation. 1.4 Getty and Klein are parties to this Agreement solely for the purposes of clauses 4, 5, 6 and 9 and any other clauses necessary for the interpretation of clauses 4, 5, 6 and 9. 2. VOTING ARRANGEMENTS The Parties hereto hereby agree that they shall exercise the voting rights associated with their Common Stock in such manner as they shall be directed to do so by the Board of Directors of Getty Investments from time to time. 2.1 Such direction shall be given by notice in writing sent by Getty Investments to the Party in question. Any such notice may require the Party in question to appoint any Person nominated by Getty Investments as such Party's proxy to attend and vote the Common Stock on behalf of such Party at any shareholders' meeting of Getty Images. 3. PLEDGE OF COMMON STOCK No Party shall, except with the prior written consent of the other Parties (such consent not to be unreasonably withheld), pledge, mortgage, charge or otherwise encumber any Common Stock or any interest in any Common Stock, or grant an option over any Common Stock or any interest in any Common Stock. 4. PERMITTED TRANSFERS 4.1 A Party may at any time Transfer all/or any of its Common Stock (the "RELEVANT STOCK") to a Permitted Transferee. The Permitted Transferee may at any time Transfer all the Relevant Stock back to the said Party or another Permitted Transferee of the said Party. 4.2 If Relevant Stock has been Transferred under clause 4.1 (whether directly or by a series of Transfers) by a Party (the "TRANSFEROR" which expression shall include a second or subsequent Transferor in the case of a series of Transfers) to its Permitted Transferee (the "TRANSFEREE") and subsequently the Transferee ceases to be a Permitted Transferee pursuant to this Agreement then the Transferee shall forthwith Transfer the Relevant Stock back to the Transferor or at the Transferor's option to another Permitted Transferee. If the Transferee fails to Transfer the Relevant Stock within thirty days of the Transferee ceasing to be a Permitted Transferee then the Transferee shall be deemed to have served a Transfer Notice pursuant to clause 5 in respect of all the Relevant Stock, with the Transfer Price being determined pursuant to clause 5.2.3. The Transfer Notice shall not be withdrawn in any circumstances. 5. TRANSFERS 5.1 Subject to clause 4, a Party (the "VENDOR") who wishes to Transfer any Common Stock or any interest in any Common Stock shall give notice in writing (the "TRANSFER NOTICE") to Getty Investments of its desire to do so. 5.2 The Transfer Notice: 5.2.1 shall specify the identity of a bona fide purchaser (the "PURCHASER") or that the Common Stock is to be Transferred pursuant to the exercise of rights under the Registration Rights Agreement or other securities law exemption; 5.2.2 shall specify the number of shares desired to be Transferred (the "OFFERED STOCK"); 5.2.3 shall specify the bona fide price per share which the Purchaser is willing to pay for the Offered Stock or in the case of a Transfer pursuant to the exercise of rights under the Registration Rights Agreement the average of the Closing Prices on the ten previous Trading Days; 5.2.4 shall, without prejudice to the right of Getty Investments to purchase all or any part thereof, constitute Getty Investments by its Directors as the Vendor's agents to offer and sell the Offered Stock in accordance with the terms of this Agreement at the price per share specified in the Transfer Notice; and 5.2.5 shall not be withdrawn except as provided in paragraph 5.5.2(a). 5.3 Getty Investments shall serve a copy of the Transfer Notice on each of the Parties hereto (other than the Vendor) which are then stockholders of Getty Images ("MEMBER") which term shall include Getty Investments if it is then a member of Getty Images with the request that each Member informs Getty Investments in writing within 7 days whether it wishes to purchase any of the Offered Stock. Each such Member shall be entitled to accept (either itself or by nominating one or more Permitted Transferees) such number of the Offered Stock as bears the same proportion to the total Offered Stock as the number of shares of Common Stock already held by such Member calculated as a percentage of the total Common Stock held by all Members (other than those held by the Vendor). Any balance of the Offered Stock not so accepted shall be offered again to the remaining Members who wish to accept (either themselves or through their nominating one or more Permitted Transferees) Offered Stock on a similar basis. 5.4 For the purpose of clauses 5.4 to 5.6, the term "the Offer" relates to any offer pursuant to clause 5.3 and the term "Stockholder" includes any Person who accepts an offer pursuant to clause 5.3. If the Offer is accepted in respect of all of the Offered Stock Getty Investments shall forthwith give notice (the "ALLOCATION NOTICE") of the acceptance of the Offer to the Vendor and to each Stockholder. The Allocation Notice shall specify: 5.4.1 the price of the Offered Stock (the "TRANSFER PRICE"); 5.4.2 the number of shares of Offered Stock to be transferred to each Stockholder to whom the Offered Stock has been allocated; and 5.4.3 the place and time (being not earlier than fourteen and not later than twenty-eight days after the date of the Allocation Notice) at which the Transfer Price is to be paid by the Stockholders and the Offered Stock is to be transferred by the Vendor. 5.5 If the Members or their nominees do not accept the Offer to purchase all of the Offered Stock in accordance with clauses 5.2 and 5.3, then the following provisions shall apply: 5.5.1 Getty Investments shall notify that fact to the Vendor; and 5.5.2 the Vendor may either: (a) withdraw the Transfer Notice and cancel Getty Investments' authority to sell the Offered Stock by delivering to Getty Investments a written notice of withdrawal but where applicable may continue to sell the Offered Stock pursuant to the Registration Rights Agreement; or (b) may before the expiration of 30 days after receiving the notification referred to in paragraph 5.5.1 elect by notice in writing to Getty Investments to Transfer the Offered Stock which Members or their nominees have accepted to such Members or their Nominees in the amounts which they have respectively accepted and with regard the remainder to the Purchaser at the Transfer Price and otherwise on terms no more favourable than those offered to the relevant Members and subject to the condition that the Purchaser must enter into a deed with the Parties hereto agreeing to discharge in full any outstanding obligations of the Vendor towards the Parties hereto and otherwise in accordance with clause 6.3; and in all cases the Vendor shall be bound by the applicable provisions of the Stockholders Agreement. 5.6 The Vendor shall be bound to Transfer such number of the shares of Offered Stock as have been allocated pursuant to paragraph 5.4 above against tender of the Transfer Price in accordance with the terms of the Allocation Notice. 6. TRANSFERS - GENERAL 6.1 An obligation to Transfer an Common Stock pursuant to these provisions shall be deemed to be an obligation to Transfer the entire legal and beneficial interest in the Common Stock free from all liens, mortgages, charges, encumbrances and other third party rights of whatever nature. 6.2 The Directors of Getty Images shall register the Transfer of Common Stock to any Person only if the Transfer has been carried out in accordance with this Agreement and the Stockholders' Agreement and in no other circumstances. 6.3 The Parties shall procure that any Transfer or pledge or grant of any option over Common Stock in accordance with this Agreement and, in the case of Permitted Transferees, the Stockholders' Agreement shall be subject to the following conditions which must be satisfied prior to such Transfer, pledge or grant: 6.3.1 the Transferee, pledgee or grantee shall execute a deed confirming to the other Parties that it shall be bound by this Agreement and, in the case of Permitted Transferees, the Stockholders' Agreement in respect of the Common Stock Transferred, pledged or granted as if it was a Party; and 6.3.2 the Transferring, pledging or granting Party (which expression shall include a second or subsequent Transferor, pledgee or grantee in a series of Transfers, pledges or grants) shall be jointly and severally liable with the Transferee for its obligations pursuant to this Agreement and, in the case of Permitted Transferees, the Stockholders' Agreement. 7. LOCK-UP - CREDITON 7.1 Subject to clause 7.2, in respect of the 50% of the number of shares of Common Stock set opposite its name in Exhibit A hereto (the "CREDITON LOCK-UP STOCK"), Crediton agrees not to Transfer (other than to a Permitted Transferee in accordance with this Agreement) any of the Crediton Lock-up Stock until 8 July 2001 and thereafter for a further period of two years not to Transfer (other than to a Permitted Transferee in accordance with this Agreement) more than 50% of the Crediton Lock-up Stock. 7.2 The following exceptions to clause 7.1 are hereby agreed: (a) if Jonathan D. Klein ceases to be employed by the Group then Crediton will be released from its obligations in clause 7.1; (b) if any Party other than the October Trust Transfers (other than to a Permitted Transferee in accordance with this Agreement) any Common Stock then Crediton will be released from its obligations under clause 7.1 in respect of such Common Stock that is the same percentage of all the Crediton Lock-up Stock (or after 8 July 2001 the same percentage as half the Crediton Lock-up Stock), as the percentage that the Common Stock being sold is of all the Common Stock held by the Parties other than Crediton and October Trust; and (c) if the Common Stock held by the Parties (other than Crediton and the October Trust) ceases to represent 7% or more of the total Common Stock of Getty Images outstanding from time to time then Crediton shall be released from its obligations under clause 7.1. 7.3 In consideration of the agreement set forth above: (a) Getty Investments will pay to Crediton an annual fee according to the Schedule provided in paragraph (b). (b) The fees payable under paragraph (a) shall be as follows: YEAR BEGINNING FEE AMOUNT 08/07/97 L267,500 multiplied by (1+2/3 RPI increase from May 1996 to May 1997) 08/07/98 Fee payable at 08/07/97 multiplied by (1+2/3 RPI increase from May 1997 to May 1998) 08/07/99 Fee payable at 08/07/98 multiplied by 97,000/267,500 and further multiplied by (1+2/3 RPI increase from May 1998 to May 1999) 08/07/00 Fee payable at 08/07/99 multiplied by (1+2/3 RPI increase from May 1999 to May 2000) 08/07/01 Fee payable at 08/07/00 multiplied by (1+2/3 RPI increase from May 2000 to May 2001) 08/07/02 Fee payable at 08/07/01 multiplied by (1+2/3 RPI increase from May 2001 to May 2002) (c) Such annual fee will be payable in advance on 8 July of each year. 8. LOCK-UP - OCTOBER TRUST 8.1 Subject to clause 8.2, in respect of 50% of the number of shares of Common Stock set opposite its name in Exhibit A hereto (the "OCTOBER LOCK-UP STOCK"), the October Trust agrees not to Transfer (other than to a Permitted Transferee in accordance with this Agreement) any of the October Lock-up Stock until 8 July 2001 and thereafter for a further period of two years not to Transfer (other than to a Permitted Transferee in accordance with this Agreement) more than 50% of the October Lock-up Stock. 8.2 The following exceptions to clause 8.1 are hereby agreed: (a) if Mark H. Getty ceases to be employed by the Group then the October Trust will be released from its obligations in clause 8.1; (b) if any Party other than Crediton Transfers (other than to a Permitted Transferee in accordance with this Agreement) any Common Stock then the October Trust will be released from its obligations under clause 8.1 in respect of the Common Stock that is the same percentage of all the October Trust Lock-up Stock (or after 8 July 2001 the same percentage as half the October Trust Lock-up Stock) as the percentage that the Common Stock being sold is of all the Common Stock held by the Parties other than Crediton and October Trust; and (c) if the Common Stock held by the Parties (other than Crediton and the October 1993 Trust and their Permitted Transferees) ceases to represent 7% or more of the total Common Stock of Getty Images outstanding from time to time then the October Trust shall be released from its obligations under clause 8.1 8.3 In consideration of the agreement set forth above: (a) Getty Investments will pay to the October Trust an annual fee according to the schedule provided in paragraph (b). (b) The fees payable under paragraph (a) shall be as follows: YEAR BEGINNING FEE AMOUNT 08/07/97 L77,500 multiplied by (1+2/3 RPI increase from May 1996 to May 1997) 08/07/98 Fee payable at 08/07/97 multiplied by (1+2/3 RPI increase from May 1997 to May 1998) 08/07/99 Fee payable at 08/07/98 multiplied by 28,000/77,500 and further multiplied by (1+2/3 RPI increase from May 1998 to May 1999) 08/07/00 Fee payable at 08/07/99 multiplied by (1+2/3 RPI increase from May 1999 to May 2000) 08/07/01 Fee payable at 08/07/00 multiplied by (1+2/3 RPI increase from May 2000 to May 2001) 08/07/02 Fee payable at 08/07/01 multiplied by (1+2/3 RPI increase from May 2001 to May 2002) (c) such annual fee will be payable in advance on 8 July of each year. 9. SPECIAL LOCK-UP 9.1 Subject to paragraph 9.2, in respect of all and any shares of Common Stock (the "LOCK-UP STOCK"), each of J.D. Klein, Crediton, M.H. Getty and the October Trust (together the "COVENANTEES") hereto agree not to Transfer (other than to a Permitted Transferee in accordance with this Agreement any of the Lock-up Stock until the later of the announcement by Getty Images of its results for the second quarter of 1998 and 9 August 1998. 9.2 clause 9.1 does not apply to the transfer of up to 60,000 shares of Common Stock of Getty Images in aggregate by: 9.2.1 J.D. Klein and Crediton; or 9.2.2 M.H. Getty and the October Trust. 9.3 Each of the Covenantees hereby agrees with Getty Investments that in the event of any proposed Transfer (other than to a Permitted Transferee in accordance with this Agreement) it shall give Getty Investments at least 10 days notice of such proposed Transfer and shall consult with Getty Investments about the reasons for, manner of and timing of such proposed Transfer. 10. STOCK CERTIFICATE LEGEND All certificates representing shares of Common Stock shall bear, in addition to other legends required under applicable securities laws, the following legend: "The shares represented by this certificate are subject to the provisions of the Getty Parties Shareholders' Agreement dated as of 9 February 1998 among certain stockholders of Getty Images, Inc." 11. NON-COMPETITION 11.1 RESTRICTIONS ON COMPETITION BY GETTY INVESTMENTS Getty Investments agrees that neither it nor any Affiliates in which it has a controlling interest shall (i) own directly or indirectly assets comprising a visual content business as described in the Prospectus other than through its relationship with Getty Images or (ii) acquire an equity interest in any Person if at the time of such acquisition such Person directly or indirectly through one or more Affiliates in which it has a controlling interest owns any visual content business as described in the Prospectus. 11.2 Nothing contained in this clause 11 shall prohibit or otherwise restrict the ownership or acquisition of 10% or less of the outstanding equity of a Person that engages in the visual content business directly or indirectly as described in the Prospectus. 12. APPOINTMENT OF CHAIRMAN OF GETTY IMAGES Getty Images hereby agrees that, subject to the terms of the Stockholders' Agreement, it shall take all necessary steps to ensure the appointment of any person nominated to be chairman of Getty Images by Getty Investments pursuant to the by-laws of Getty Images provided that for so long as either Mark Torrance or Mark Getty are co-chairman of the board such right shall not be in effect. 13. TERM This Agreement has a term of seven years from 8 July 1996 (the "INITIAL TERM"), unless terminated earlier pursuant to clause 14. 14. TERMINATION 14.1 CESSATION OF OWNERSHIP This Agreement shall be terminated with immediate effect in respect of any Party when it and its Permitted Transferees cease to be Members of Getty Images; or 14.2 REDUCTION IN HOLDING OF GETTY IMAGES This Agreement shall be terminated with immediate effect if the Common Stock held by the Parties ceases to represent beneficially fewer than the greater of 3,000,000 shares of Common Stock and such number of shares as is equal to 2% or less of the then outstanding shares of Common Stock. 14.3 For the purposes of this clause 14, Getty Images shall include any corporation into which Getty Images may merge into or consolidate with and in such case the term Common Stock shall mean and include the shares of stock of such successor entity exchanged for such Common Stock. 15. CONSEQUENCES OF TERMINATION 15.1 Subject to clause 15.2, each Party's further rights and obligations cease immediately on termination of this Agreement, but termination does not affect a Party's accrued rights and obligations at the date of termination. 15.2 Upon the occurrence of the termination of this Agreement pursuant to clause 14.1 or 14.2 an event set out in clause 14 above, Getty Investments shall pay to Crediton and October Trust respectively any outstanding fees together with all fees payable by Getty Investments in respect of the entire period of the Agreement. 16. FURTHER ASSURANCE Each party shall at its own cost do and execute, or arrange for the doing and executing of, each necessary act, document and thing reasonably within its power to implement this Agreement. 17. GENERAL 17.1 This Agreement and any document referred to in this Agreement and other documents constitute the entire agreement, and supersede any previous agreement, between the parties relating to the subject matter of this Agreement. 17.2 A variation of this Agreement is valid only if it is in writing and signed by or on behalf of each party. 17.3 The failure to exercise or delay in exercising a right or remedy provided by this Agreement or by law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies. No single or partial exercise of a right or remedy provided by this Agreement or by law prevents further exercise of the right or remedy or the exercise of another right or remedy. 17.4 No provision of this Agreement creates a partnership between the parties or makes a party the agent of the other party for any purpose. A party has no authority or power to bind, to contract in the name of, or to create a liability for the other party in any way or for any purpose. 18. RESTRICTIVE TRADE PRACTICES ACT Any provision contained in this Agreement or in any arrangement of which this Agreement forms part by virtue of which this Agreement or such arrangement is subject to registration under the Restrictive Trade Practices Acts 1976 and 1977 shall not come into effect until the day following the date on which particulars of this Agreement and of any such arrangement have been furnished to the Office of the Director General of Fair Trading in accordance with the requirements of such Acts. 19. SATISFACTION OF LEGAL REQUIREMENTS Notwithstanding any other provision of this Agreement, no Stockholder may Transfer any Common Stock unless it has complied with all applicable legal requirements, including without limitation applicable United States federal and state securities laws. 20. ASSIGNMENT 20.1 A Party may not assign or transfer or purport to assign or transfer a right or obligation under this Agreement except to a Permitted Transferee. Each Party is entering into this Agreement for its benefit and not for the benefit of another Person. 21. NOTICES 21.1 A notice or other communication under or in connection with this Agreement shall be in writing and may be delivered personally or sent by first class post or by fax, as follows: 21.1.1 if to Getty Investments to: Address: 1325 Airmotive Way, Suite 262 Reno Nevada 89502-3240 Fax: + 1 702 786 5414 Marked for the attention of Jan Moehl and Mark Jenness 21.1.2 If to the Investors to the address specified for such Person in Exhibit A hereto with a copy to: Address: Clifford Chance 200 Aldersgate Street London EC1A 4JJ Fax: + 44 171 956 0181 Marked for the attention of: Michael Francies 21.1.3 If to Getty Images to: Address: 101 Bayham Street London NW1 0AG England Fax: + 44 171 267 6540 Marked for the attention of Jonathan Klein or to another Person, address or fax number specified by a party by written notice to the other. 21.2 In the absence of evidence of earlier receipt, a notice or other communication is deemed given: 21.2.1 if delivered personally, when left at the address referred to in clause 21.1 21.2.2 if sent by fax, one hour after its despatch. 22. GOVERNING LAW 22.1 This Agreement is governed exclusively by Delaware law. 22.2 Arbitration - 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 and binding arbitration in New York City, New York, USA under the auspices 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 rendered may be entered in any court having jurisdiction thereof. Reasonable fees, costs and expenses, including legal fees, incurred by any Party in connection with such arbitration shall be borne by Getty Investments. Nothing in this paragraph 22.2 shall limit any right that any Party may otherwise have to seek (on its own behalf or in the right of Getty Investments) to obtain preliminary injunctive relief in order to preserve the status quo pending the disposition of any such arbitration proceeding. 23. COUNTERPARTS This Agreement may be executed in any number of counterparts each of which when executed and delivered is an original, but all the counterparts together constitute the same document. 24. POWER TO APPOINT, REMOVE AND REPLACE A DIRECTOR OF GETTY INVESTMENTS 24.1 Each of Crediton and the October Trust shall have the right to nominate one Person who is willing so to act, as a director of Getty Investments and to nominate for removal and replacement the Person so nominated by each of them. 24.2 Any nomination pursuant to clause 24.1 shall be effected by notice to Getty Investments signed by or on behalf of the nominator. The notice shall be left at or sent by post or facsimile transmission to the office or such other place designated by the board for the purpose. The nomination shall take effect as of the deposit of the notice or such later date (if any) specified in the notice. The first director nominated by the October Trust shall be Mark H. Getty and the first director nominated by Crediton shall be Jonathan D. Klein. 25. CHAIRMAN OF BOARD OF GETTY INVESTMENTS 25.1 The October Trust shall have the right to nominate, out of the directors of Getty Investments from time to time, a Person who is willing so to act, as Chairman of Getty Investments and to removal and replacement of the Person that is nominated as Chairman by it. The first person nominated Chairman by October Trust shall be Mark H. Getty. 25.2 Any nomination as Chairman pursuant to clause 25.1 shall be effected by notice to Getty Investments signed by or on its behalf. The notice shall be left at or sent by post or facsimile transmission to the office or such other place designated by the board for the purpose. The nomination shall take effect immediately on deposit of the notice or on such later date (if any) specified in any notice. EXECUTED by the parties as follows: Signed by ) a duly authorised ) representative for and ) on behalf of ) Crediton Limited ) /s/ JH Cannell - Director Signature - ------------------------------ Signed by ) a duly authorised ) representative for and ) on behalf of ) Abacus (C.I.) Limited as the ) Trustees of The October ) 1993 Trust ) /s/ Authorized Signatory Signature - ------------------------------ Signed by ) a duly authorised ) representative for and ) on behalf of ) Getty Investments L.L.C. ) /s/ Authorized Signatory Signature - ------------------------------ Signed by ) a duly authorised ) representative for and ) on behalf of ) Getty Images, Inc. ) /s/ Authorized Signatory Signature - ------------------------------ Signed by MARK GETTY /s/ Mark Getty Signature - ------------------------------ Signed by JONATHAN KLEIN /s/ Jonathan Klein Signature - ------------------------------ EXHIBIT A THE INVESTORS NOTICE ADDRESS NAME NOTICE ADDRESS NO. OF SHARES CREDITON LIMITED 60 Circular Road 622,602 Common Douglas Shares Isle of Man IM1 1SA ABACUS (C.I.) LTD AS THE La Motte Chambers 622,602 Common Shares TRUSTEE OF THE OCTOBER St Helier 1993 TRUST Jersey JE1 1BJ EX-99.3 4 EXHIBIT 99.3 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, dated as of July 3, 1996 (this "Agreement"), between Getty Communications plc, a public limited company organized under the laws of England and Wales (the "Company"), and each of Lawrence J. Gould, Simon C. Thornley, Brian K. Wolske, Mark H. Getty and Jonathan D. Klein (the "Directors"). WHEREAS, the Company has determined that it is in the best interests of the Company to offer Class A Ordinary Shares of the Company (the "Class A Shares" and, together with the Class B Ordinary Shares of the Company, the "Ordinary Shares") in the form of American Depositary Shares in the United States (the "Offering") pursuant to the filing of a Form F-1 Registration Statement under the United States Securities Act of 1933, as amended (the "Securities Act"); and WHEREAS, after the consummation of the Offering, the Directors will own 2,272,906 Class A Shares (the "Remaining Shares") and 2,490,408 Class B Shares (the "Conversion Shares"); and WHEREAS, the parties each desire to make certain covenants and agreements concerning the registration from time to time of the Registrable Shares (as defined below) under the Securities Act. NOW, THEREFORE, in consideration of the mutual promises, representations, warranties and conditions contained herein, the parties hereto agree as follows: ARTICLE I DEFINITIONS SECTION 1.01. As used in this Agreement, the following terms shall have the following respective meanings: "AFFILIATE" of a Holder shall mean a direct or indirect subsidiary of such Holder or if such Holder is an individual, the spouse or children (or a trust exclusively for the benefit of a spouse and/or children) of such Holder. "COMMISSION" shall mean the United States Securities and Exchange Commission, or any other United States federal agency at the time administering the Securities Act or the Exchange Act, as applicable, whichever is the relevant statute. "EXCHANGE ACT" shall mean the United States Securities Exchange Act of 1934, or any similar federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be amended from time to time. 2 "HOLDER" shall mean, with respect to a Tax Demand Right (as defined in Section 3.01 hereunder) each Director, or any transferee or assignee thereof to whom the rights under this Agreement are assigned by each such Director in accordance with the provisions of Section 4.06 hereof, and with respect to any other Demand Right, Mr. Lawrence J. Gould, Mr. Simon C. Thornley and Mr. Brian K. Wolske or any transferee or assignee thereof to whom the rights under this Agreement are assigned by each such Director in accordance with the provisions of Section 4.06 hereof. "PERSON" shall mean a corporation, association, partnership, organization, group (as such term is used in Rule 13d-5 under the Exchange Act), business, individual, government or political subdivision thereof, governmental agency or other entity. "REGISTRABLE SHARES" shall mean (i) the Remaining Shares and the Conversion Shares, (ii) any Ordinary Shares issued as (or issuable upon the conversion or exercise of any warrant, right, option or other convertible security which is issued as) a dividend or other distribution with respect to, or in exchange for, or in replacement of, the Remaining Shares and the Conversion Shares and (iii) any Ordinary Shares issued by way of a stock split of the Remaining Shares and the Conversion Shares referred to in clauses (i) or (ii) above. For purposes of this Agreement, any Registrable Shares shall cease to be Registrable Shares when (x) a registration statement covering such Registrable Shares have been declared effective and such Registrable Shares have been disposed of pursuant to such effective registration statement and (y) such Registrable Shares are sold freely in the public market by a person in a transaction in which the rights under the provisions of this Agreement are not assigned. ARTICLE II REPRESENTATIONS AND WARRANTIES SECTION 2.01. REPRESENTATIONS AND WARRANTIES OF EACH DIRECTOR. Each Director, severally, hereby represents and warrants to the Company that this Agreement has been duly authorized, executed and delivered by each such Director and constitutes a valid and binding agreement enforceable against it in accordance with its terms. SECTION 2.02. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents and warrants to each Director that it has been duly organized and is an existing corporation in good standing under the laws of England and Wales and that (i) it has all requisite corporate power and authority, and has received all requisite approvals (including any necessary approval of its board of directors) to complete the transactions contemplated hereby and (ii) this Agreement has been duly authorized, executed and delivered by it and 3 constitutes a valid and binding agreement enforceable by each Director against it in accordance with its terms. ARTICLE III AGREEMENTS IN RESPECT OF THE REGISTRABLE SHARES SECTION 3.01. DEMAND REGISTRATIONS. (a) The Holder shall have the right (the "Demand Right") on (i) one occasion in July 1997 in respect of Mr. Lawrence J. Gould, Mr. Simon C. Thornley or Mr. Brian K. Wolske or within 12 months of the date of exercise of any stock options in respect of Mr. Jonathan D. Klein and Mr. Mark H. Getty, in order to sell Registrable Shares to raise an amount equal to or less than the tax payable on the exercise of their stock options of the Company (the "Tax Demand Right"), and (ii) one occasion within 90 days following the date that Mr. Lawrence J. Gould, Mr. Simon C. Thornley, Mr. Brian K. Wolske, Mr. Jonathan D. Klein or Mr. Mark H. Getty, as the case may be, ceases to be employed by the Company, to require the Company to file a registration statement under the Securities Act in respect of all of the Registrable Shares held by such Holder; PROVIDED, HOWEVER, that if such Holder is exercising such Demand Right together with any other Holder's demand right, then it may be exercised if the Registrable Shares and the other shares demanded by the other Holders shall exceed five percent of the outstanding Ordinary Shares of the Company. As promptly as practicable, but in no event later than 30 days after the Company receives a written request from such Holder demanding that the Company so register the number of Registrable Shares specified in such request, the Company shall file with the Commission and thereafter use its best efforts to cause to be declared effective promptly a registration statement (a "Demand Registration") providing for the registration of all Registrable Shares as such Holder shall have demanded be registered. (b) Anything in this Agreement to the contrary notwithstanding, the Company shall be entitled to postpone and delay, for a reasonable period of time, not to exceed 45 days (the "Blackout Period"), the filing of any Demand Registration if (i) the Company is conducting or about to conduct an underwritten public offering of securities in which the Holder is entitled to join pursuant to Section 3.02 hereof, (ii) the Company is subject to an existing contractual obligation not to engage in a public offering, or (iii) the Company shall determine that any such filing or the offering of any Registrable Shares would (x) in the good faith judgment of the Board of Directors of the Company, impede, delay or otherwise interfere with any pending or contemplated financing, acquisition, corporate reorganization or other similar transaction involving the Company, (y) based upon advice from the Company's investment banker or financial advisor, adversely affect any pending or contemplated offering or sale of any class of securities by the Company, or (z) require disclosure of material nonpublic information which, if disclosed at such time, would be materially harmful to the interests of the Company and its shareholders; PROVIDED, HOWEVER, that the Blackout Period shall terminate upon the completion or abandonment of the relevant securities offering or sale, the termination or expiration of the existing 4 contractual obligation to its underwriters not to engage in a public offering, the completion or abandonment of the relevant financing, acquisition, corporate reorganization or other similar transaction, such time as such Demand Registration shall no longer affect the relevant pending or contemplated offering of securities by the Company, or the public disclosure by the Company or public admission by the Company of such material nonpublic information or such time as such material nonpublic information shall be publicly disclosed without breach of the last sentence of this subsection (b), as the case may be. After the expiration of any Blackout Period and without any further request from a Holder, the Company shall effect the filing of the relevant Demand Registration and shall use its best efforts to cause any such Demand Registration to be declared effective as promptly as practicable unless such Holder shall have, prior to the effective date of such Demand Registration, withdrawn in writing its initial request, in which case such withdrawn request shall not constitute a Demand Registration for purposes of determining the number of Demand Registrations to which such Holder is entitled to hereunder. (c) Except with respect to any request by a Holder for a Demand Registration which is subsequently withdrawn prior to such Demand Registration becoming due to (i) a material adverse change affecting the Company or capital markets generally, or (ii) a notification by the Company of an intention to file a registration statement with respect to the Class A Shares, such Holder shall share equally with the Company all expenses relating to the preparation of such withdrawn Demand Registration. SECTION 3.02. INCIDENTAL REGISTRATION. (a) If, at any time following the date of the Offering and up to and including 30 days after the date that Mr. Lawrence J. Gould, Mr. Simon C. Thornley or Mr. Brian K. Wolske, as the case may be, ceases to be employed by the Company, the Company proposes to file a registration statement under the Securities Act with respect to an offering of its Class A Shares (i) for its own account (other than a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission)) or (ii) for the account of any holders of its Class A Shares (including any pursuant to a demand registration), the Company shall give written notice of such proposed filing to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Shares as the Holder shall request. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder of any such written notice (which direction shall specify the number of Registrable Shares intended to be disposed of by such Holder), the Company shall include in such registration statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Shares as shall be set forth in such notice. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company that the inclusion of such Registrable Shares would (i) materially and adversely affect the price of the Class A Shares to be offered or (ii) result in a greater amount of Class A Shares being offered than the market could reasonably absorb, then the number of Registrable Shares to be registered by each party requesting Incidental Registration rights shall be reduced in proportion to the number of securities originally requested to be registered by 5 each of them. Nothing contained herein shall require the Company to reduce the number of Class A Shares proposed to be issued by the Company. (b) No Incidental Registration effected under this Section 3.02 shall be deemed to have been effected pursuant to Section 3.01 hereof or shall release the Company of its obligations to effect any Demand Registration upon request as provided under Section 3.01 hereof. SECTION 3.03. REGISTRATION PROCEDURES. (a) In connection with each Registration, and in accordance with the intended method or methods of distribution of the Class A Shares as described in such Registration, the Company shall, as soon as reasonably practicable (and, in any event, subject to the terms of this Agreement, including, without limitation, Section 3.01(a) hereof, at or before the time required by applicable laws and regulations): (a) prepare and file with the Commission a registration statement with respect to such Registrable Shares and use its best efforts to cause such registration statement to become and remain effective for the period of the distribution contemplated thereby determined as provided hereafter; (b) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Shares covered by such registration statement; (c) furnish to the Holder such numbers of copies of the registration statement and the prospectus included therein (including each preliminary prospectus and any amendments or supplements thereto), in conformity with the requirements of the Securities Act and such other documents and information as it may reasonably request; (d) use its best efforts to register or qualify the Registrable Shares covered by such registration statement under such other securities or blue sky laws of such jurisdiction within the United States and Puerto Rico as shall be reasonably appropriate for the distribution of the Registrable Shares covered by the registration statement; PROVIDED, HOWEVER, that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business in or to file a general consent to service of process in any jurisdiction wherein it would not but for the requirements of this paragraph (d) be obligated to do so; and PROVIDED, FURTHER, that the Company shall not be required to qualify such Registrable Shares in any jurisdiction in which the securities regulatory authority requires that the Holder submit any of its Registrable Shares to the terms, provisions and restrictions of any escrow, lockup or similar agreement(s) for consent to sell Registrable Shares in such jurisdiction unless such Holder agrees to do so; 6 (e) promptly notify each Holder, at any time when a prospectus relating to the Registrable Shares is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, and at the request of any such Holder promptly prepare and furnish to such Holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an 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 not misleading in light of the circumstances under which they were made; (f) furnish, at the request of any Holder requesting registration of Registrable Shares pursuant to Sections 3.01 or 3.02 hereof, if the method of distribution is by means of an underwriting, on the date that the Registrable Shares are delivered to the underwriters for sale pursuant to such registration, or if such Registrable Shares are not being sold through underwriters, on the date that the registration statement with respect to such Registrable Shares becomes effective, (1) a signed opinion, dated such date, of the independent legal counsel representing the Company for the purpose of such registration, addressed to the underwriters, if any, and if such Registrable Shares are not being sold through underwriters, then to the Holders making such request, as to such matters as such underwriters or the Holders holding a majority of the Registrable Shares included in such registration, as the case may be, may reasonably request and as would be customary in such a transaction; and (2) letters dated such date and the date the offering is priced from the independent certified public accountants of the Company, addressed to the underwriters, if any, and if such Registrable Shares are not being sold through underwriters, then to the Holders making such request and, if such accountants refuse to deliver such letters to such Holders, then to the Company (i) stating that they are independent certified public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements and other financial data of the Company included in the registration statement or the prospectus, or any amendment or supplement thereto, comply as to form in all material respects with the applicable accounting requirements of the Securities Act and (ii) covering such other financial matters (including information as to the period ending not more than five (5) business days prior to the date of such letters) with respect to the registration in respect of which such letter is being given as such underwriters or the Holders holding a majority of the Registrable Shares included in such registration, as the case may be, may reasonably request and as would be customary in such a transaction; (g) enter into customary agreements (including if the method of distribution is by means of an underwriting, an underwriting agreement in 7 customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Shares to be so included in the registration statement; (h) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable, but not later than eighteen (18) months after the effective date of the registration statement, an earnings statement covering the period of at least twelve (12) months beginning with the first full month after the effective date of such registration statement, which earnings statements shall satisfy the provisions of Section 11(a) of the Securities Act; and (i) use its best efforts to list the Class A Shares covered by such registration statement with any securities exchange on which the Class A Shares are then listed. (b) Each Holder requesting registration shall furnish to the Company in writing such information regarding such Holder and its intended method of distribution of the Registrable Shares as the Company may from time to time reasonably request in writing, but only to the extent that such information is required in order for the Company to comply with its obligations under all applicable securities and other laws and to ensure that the prospectus relating to such Registrable Shares conforms to the applicable requirements of the Securities Act and the rules and regulations thereunder. Such Holder shall notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished by such Holder to the Company or of the occurrence of any event, in either case as a result of which any prospectus relating to the Registrable Shares contains or would contain an untrue statement of a material fact regarding such Holder or its intended method of distribution of such Registrable Shares or omits to state any material fact regarding such Holder or its intended method of distribution of such Registrable Shares required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and promptly furnish to the Company any additional information required to correct and update any previously furnished information, or required so that such prospectus shall not contain, with respect to such Holder or the intended method of distribution of the Registrable Shares, an 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 the light of the circumstances under which they were made, not misleading. SECTION 3.05. REGISTRATION EXPENSES. All expenses, excluding underwriters' discounts and commissions and any stamp or transfer taxes or duty, but including without limitation all registration, filing and qualification fees, word processing, duplicating, printers' and accounting fees (including the expenses of any special audits or "cold comfort" letters required by or incident to such performance and compliance), fees of the National Association of Securities Dealers, Inc. or listing fees, messenger and delivery expenses, all fees and expenses of complying with state securities or blue sky laws, fees 8 and disbursements of one counsel for the Holders and fees and disbursements of counsel for the Company incurred in connection with each registration shall be paid by the Company. Each Holder shall bear and pay the underwriting commissions and discounts and any stamp or transfer tax or duty and the fees and disbursements of counsel for the Holders other than the one counsel referred to above incurred in connection with each registration applicable to securities offered for its account in connection with any registrations, filings and qualifications made pursuant to this Agreement. SECTION 3.06. INDEMNIFICATION; CONTRIBUTION. (a) INDEMNIFICATION BY THE COMPANY. The Company shall, and it hereby agrees to, indemnify and hold harmless each Holder, such Holder's directors and officers, and each person who participates as a placement or sales agent or as an underwriter in any offering or sale of the Registered Shares, against any losses, claims, damages or liabilities to which such Holder or such agent or underwriter may become subject, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Registration, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company shall, and it hereby agrees to, reimburse each such Holder or any such agent or underwriter for any legal or other out-of-pocket expenses reasonably incurred by them (but not in excess of expenses incurred in respect of one counsel for all of them unless there is an actual conflict of interest between any indemnified parties, which indemnified parties may be represented by separate counsel) in connection with investigating or defending any such action, proceeding or claim; PROVIDED, HOWEVER, that the indemnity agreement contained in this Section 3.06(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company which consent shall not be unreasonably withheld; PROVIDED, FURTHER, that the Company shall not be liable to any such person in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such Registration, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such Holder or any agent, underwriter or representative of such Holder expressly for use therein, or by such Holder's failure to furnish the Company, upon request, with the information with respect to such Holder, such Holder's directors and officers, or any agent, underwriter or representative of such Holder, or such Holder's intended method of distribution, that is the subject of the untrue statement or omission or if the Company shall sustain the burden of proving that such Holder, such Holder's directors and officers, or such agent or underwriter sold securities to the person alleging such loss, claim, damage or liability without sending or giving, at or prior to the written confirmation of such sale, a copy of the applicable prospectus (excluding any documents incorporated by reference therein) or of the applicable prospectus, as then amended or supplemented (excluding any documents incorporated by reference therein) if the Company had previously furnished copies thereof 9 to the such Holder or such agent or underwriter, and such prospectus corrected such untrue statement or alleged untrue statement or omission or alleged omission made in such Registration. (b) INDEMNIFICATION BY THE HOLDER AND ANY AGENT OR UNDERWRITERS. Each Holder requesting or joining in a Registration shall severally and not jointly indemnify and hold harmless the Company, each of its directors and officers, each person, if any, who controls the Company within the meaning of the Securities Act, and each agent and any underwriter for the Company (within the meaning of the Securities Act) against any losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, controlling person, agent or underwriter may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in such registration statement on the effective date thereof (including any prospectus filed under Rule 424 under the Securities Act or any amendments or supplements thereto) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in such registration statement, preliminary or final prospectus, or amendments or supplements thereto, in reliance upon and in conformity with written information furnished by or on behalf of such Holder expressly for use in connection with such Registration; and each such Holder shall reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, agent or underwriter (but not in excess of expenses incurred in respect of one counsel for all of them unless there is an actual conflict of interest between any indemnified parties, which indemnified parties may be represented by separate counsel) in connection with investigating or defending any such loss, claim, damage, liability or action; PROVIDED, HOWEVER, that the indemnity agreement contained in this Section 3.06(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld). (c) NOTICE OF CLAIMS, ETC. Promptly after receipt by an indemnified party under subsection (a) or (b) above of written notice of the commencement of any action or proceeding for which indemnification under subsection (a) or (b) may be requested, such indemnified party shall, without regard to whether a claim in respect thereof is to be made against an indemnifying party pursuant to the indemnification provisions of, or as contemplated by, this Section 3.06, notify such indemnifying party in writing of the commencement of such action or proceeding; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party in respect of such action or proceeding on account of the indemnification provisions of or contemplated by Section 3.06(a) or 3.06(b) hereof unless the indemnifying party was materially prejudiced by such failure of the indemnified party to give such notice, and in no event shall such omission relieve the indemnifying party from any other 10 liability it may have to such indemnified party. In case any such action or proceeding shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall determine, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party for any legal or any other expenses subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation (unless such indemnified party reasonably objects to such assumption on the grounds that there may be defenses available to it which are different from or in addition to the defenses available to such indemnifying party, in which event the indemnified party shall have the right to control its defense and shall be reimbursed by the indemnifying party for the expenses incurred in connection with retaining separate counsel). If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel (in addition to local counsel) for each indemnified party with respect to such claim. The indemnifying party will not be subject to any liability for any settlement made without its consent, which consent shall not be unreasonably withheld or delayed. No indemnifying party will consent to entry of any judgment or enter into any settlement agreement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of such claim or litigation. (d) CONTRIBUTION. Each Holder requesting or joining in a Registration and the Company agree that if, for any reason, the indemnification provisions contemplated by Section 3.06(a) or Section 3.06(b) hereof are unavailable to or are insufficient to hold harmless an indemnified party in respect of any losses, claims, damages or liabilities (or actions or proceedings in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) in such proportion as is appropriate to reflect the relative fault of, and benefits derived by, the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by such indemnified party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 3.06(d) were determined (i) by pro rata allocation (even if the Holder or any agents for, or underwriters of, the Registrable Shares, or all of them, were treated as one entity for such purpose); or (ii) by any other method of allocation which does not take account of the equitable considerations referred to in this Section 3.06(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions or proceedings in respect thereof) referred to above shall be deemed to include (subject to the limitations set forth in Section 3.06(c) 11 hereof) any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action, proceeding or claim. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. (e) BENEFICIARIES OF INDEMNIFICATION. The obligations of the Company under this Section 3.06 shall be in addition to any liability that it may otherwise have and shall extend, upon the same terms and conditions, to each officer, director and partner of the each Holder requesting or joining in a Registration and each agent and underwriter of the Registrable Shares and each person, if any, who controls such Holder or any such agent or underwriter within the meaning of the Securities Act; and the obligations of such Holder and any agents or underwriters contemplated by this Section 3.06 shall be in addition to any liability that such Holder or its respective agent or underwriter may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company (including any person who, with his consent, is named in any registration statement as about to become a director of the Company) and to each person, if any, who controls the Company within the meaning of the Securities Act. SECTION 3.07. UNDERWRITERS. If any of the Registrable Shares are to be sold pursuant to an underwritten offering, the investment banker or bankers and the managing underwriter or underwriters thereof shall be selected by the Company except in the case of a Demand Registration, in which case the managing underwriter or underwriters shall be selected by the Holder requesting such Registration after consultation with the Company and taking into account the Company's reasonable requests, PROVIDED that such managing underwriter or underwriters must be of recognized international standing. SECTION 3.08. LOCKUP. Each Holder shall, in connection with any registration of the Company's securities, upon the request of the Company or the underwriters managing any underwritten offering of the Company's securities, agree in writing not to effect any sale, disposition or distribution of any Registrable Shares (other than that included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time not to exceed one hundred and eighty (180) days from the effective date of such registration as the Company or the underwriters may specify; PROVIDED, HOWEVER, that all executive officers and directors of the Company shall also have agreed not to effect any sale, disposition or distribution of any Registrable Shares under the circumstances and pursuant to the terms set forth in this Section 3.08. SECTION 3.09. LEGENDS. (a) Stop transfer restrictions will be given to the Company's transfer agent(s) with respect to the Registrable Shares and there will be placed on the certificate or instruments representing the Registrable Shares, and on any certificate or instrument delivered in substitution or exchange therefor, a legend stating in substance: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS 12 AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO SUCH REGISTRATION OR IN ACCORDANCE WITH AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. (b) The Company hereby agrees that it will cause stop transfer restrictions to be released with respect to any Registrable Shares that are transferred (i) pursuant to an effective registration statement under the Securities Act, (ii) pursuant to Rule 144 under the Securities Act, or (iii) pursuant to another exemption from the registration requirements of the Securities Act; PROVIDED, HOWEVER, that in the case of any transfer pursuant to clause (ii) or (iii) above, the request for transfer is accompanied by a written statement signed by the Holder confirming compliance with the requirements of the relevant exemption from registration; and PROVIDED, FURTHER, that in the case of any transfer pursuant to clause (iii) above, other than any transfer by the Holder to one or more of its direct or indirect subsidiaries, or among such subsidiaries, or by any such subsidiary to the Holder, the Company shall have received a written opinion of counsel reasonably satisfactory to the Company that such registration is not required. The Company further agrees that it will cause the legend described in subsection (a) of this Section 3.09 to be removed in the event of any transfer as provided in clause (i) or (ii) above. SECTION 3.10. PUBLIC INFORMATION. The Company covenants to make available "adequate current public information" concerning the Company within the meaning of Rule 144(c) under the Securities Act. ARTICLE IV MISCELLANEOUS SECTION 4.01. TERM OF AGREEMENT; TERMINATION. The term of this Agreement shall commence on the date hereof and such term and this Agreement shall terminate on the earlier of ten years from the date of this Agreement or the date that Mr. Lawrence J. Gould, Mr. Simon C. Thornley or Mr. Brian K. Wolske, as the case may be, ceases to be employed by the Company; PROVIDED, HOWEVER, that a Demand Registration shall not have been demanded or registered and not yet become effective. SECTION 4.02. SPECIFIC PERFORMANCE AND OTHER EQUITABLE RIGHTS. Each of the parties hereto recognizes and acknowledges that a breach by a party or by any assignee thereof of any covenants or other commitments contained in this Agreement will cause the other party to sustain injury for which it would not have an adequate remedy at law for money damages. Therefore, each of the parties hereto agrees that in the event of any such breach, the aggrieved party shall be entitled to the remedy of specific performance of such covenants or commitments and preliminary and permanent injunctive and other equitable relief in addition to any other remedy to which it may be entitled, at law or in equity, and 13 the parties hereto hereby waive any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief. SECTION 4.03. NOTICES. All notices, requests, demands and other communications hereunder shall be deemed to have been duly given and made if in writing and if served by personal delivery upon the party for whom it is intended or delivered by registered or certified mail, return receipt requested, or if sent by telecopier, upon receipt of oral confirmation that such transmission has been received, to the person at the address set forth below, or such other address as may be designated in writing hereafter, in the same manner, by such person: (a) If to the Company, addressed as follows: 101 Bayham Street London NW1 0AG England Attention: Telecopier: 44-171-767-6540 with a copy to: Shearman & Sterling 199 Bishopsgate London EC2M 3TY Attention: Pamela M. Gibson Telecopier: 44-171-920-9000 (b) If to the Directors, addressed as described in Schedule I hereto; with a copy to: Clifford chance 200 Aldersgate London EC1A 4JJ Attention: Michael Francies Telecopier: 44-171-600-5555 or to such other address as the relevant party may from time to time advise by notice in writing given pursuant to this Section 4.03. The date of receipt of any such notice, request, consent, agreement or approval shall be deemed to be the date of delivery thereof. 14 SECTION 4.04. SURVIVAL. The several indemnities, agreements, representations, warranties and each other provision set forth in this Agreement or made pursuant hereto shall remain in full force and effect regardless of any investigation (or statement as to the results thereof) made by or on behalf of any party, any director or officer of such party, or any controlling person of any of the foregoing, and shall survive the transfer of any Registrable Shares by each Director, and the indemnification and contribution provisions set forth in Section 3.06 hereof shall survive termination of this Agreement. SECTION 4.05. SEVERABILITY. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. SECTION 4.06. TRANSFER OF REGISTRATION RIGHTS. The registration rights of each Director in this Agreement with respect to any Registrable Shares may be transferred (a) to any person acquiring all of the Registrable Shares held by the Holder or (b) to an Affiliate of such Holder; PROVIDED, HOWEVER, that the Company may deny such transfer if (i) such Director or the transferring person has made three transfers with respect to the Registrable Shares or (ii) such transfer relates to a sale or other transfer of some or all of the Registrable Shares to a person who is a competitor of the Company or its subsidiaries in the industry or (iii) any conditions in the second last sentence of this Section 4.06 is not met. Each such transfer is contingent on such Director or the transferring person satisfying the following: (i) such Director or transferring person shall have given the Company written notice at or prior to the time of such transfer stating the name and address of the transferee and identifying the securities with respect to which the rights under this Agreement are being transferred; (ii) such transferee shall have agreed in writing, in form and substance reasonably satisfactory to the Company, to be bound by the provisions of this Agreement; and (iii) immediately following such transfer the further disposition of such securities by each transferee shall be restricted under the Securities Act. Except as set forth in this Section 4.06, no transfer of Registrable Shares shall cause such Registrable Shares to lose such status. SECTION 4.07. SUCCESSORS AND ASSIGNS. Except as otherwise expressly provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties hereto. Except as expressly provided in this Agreement, nothing in this Agreement, express or implied, is intended to confer upon any person other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement. SECTION 4.08. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. 15 Any controversy or claim arising out of or relating to this Agreement, or the breach thereof shall be settled by mandatory final and binding arbitration in New York City, New York, USA in accordance with the rules, then obtaining, of the American Arbitration Association, and judgment upon the award rendered may be entered in any court having jurisdiction thereof. Reasonable fees, costs and expenses, including legal fees, incurred by any party in connection with such arbitration shall be borne by such party. Nothing in this Section 4.08 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. SECTION 4.9. ENTIRE AGREEMENT; AMENDMENTS. This Agreement and the other writings referred to herein or delivered pursuant hereto which form a part hereof contain the entire understanding of the parties with respect is to its subject matter. This Agreement supersedes all prior agreements and understandings among the parties with respect to its subject matter. This Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument duly executed by each of the parties, which shall be binding on all of the parties. SECTION 4.10. COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 16 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. GETTY COMMUNICATIONS PLC By: ______________________________________________ Name: Title: MARK H. GETTY By: ______________________________________________ Name: Title: JONATHAN D. KLEIN By: ______________________________________________ Name: Title: LAWRENCE J. GOULD By: ______________________________________________ Name: Title: 17 Schedule I Director Address - -------- ------- Mark H. Getty Jonathan D. Klein Lawrence J. Gould Simon C. Thornley Brian K. Wolske REGISTRATION RIGHTS AGREEMENT AMENDMENT REGISTRATION RIGHTS AGREEMENT AMENDMENT, dated as of January [__], 1997 (this "AMENDMENT"), among Getty Communications plc, a public limited company organized under the laws of England and Wales ("GETTY COMMUNICATIONS"), each of Lawrence J. Gould, Mark H. Getty and Jonathan D. Klein (together the "RIGHTS HOLDERS" and each individually, a "RIGHTS HOLDER") and Getty Images, Inc., a Delaware corporation ("GETTY IMAGES"). WHEREAS, Getty Communications, the Rights Holders, Simon C. Thornley and Brian K. Wolske entered into the Registration Rights Agreement dated as of July 3, 1996 (the "REGISTRATION RIGHTS AGREEMENT") pursuant to which the Rights Holders were granted certain registration rights with respect to Class A ordinary shares, nominal value one pence per share ("GETTY CLASS A ORDINARY SHARES"), of Getty Communications held by the Rights Holders or which may be issued to the Rights Holders upon the exercised of any options, a copy of which is attached hereto as Exhibit A; WHEREAS, pursuant to a merger agreement dated as of September 15, 1997 (the "MERGER AGREEMENT"), by and among Getty Images, Getty Communications, PhotoDisc, Inc., a Washington corporation, and Print Merger, Inc., a Washington corporation and a wholly owned subsidiary of Getty Images, Getty Images and Getty Communications will enter into a scheme of arrangement (the "SCHEME OF ARRANGEMENT") in accordance with the Companies Act of 1985 of Great Britain (unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed thereto in the Merger Agreement); WHEREAS, pursuant to the Scheme of Arrangement, each issued Class B ordinary share, nominal value one pence per share ("GETTY CLASS B ORDINARY SHARES", and, together with the Getty Class A Ordinary Shares, the "GETTY ORDINARY SHARES"), of Getty Communications will be converted into one Getty Class A Ordinary Share, each Getty Ordinary Share will be transferred to Getty Images or its nominees and the holders of Getty Ordinary Shares will be issued one share of Getty Images Common Stock for every two Getty Ordinary Shares held of record by such holders, and Getty Communications will become a wholly owned subsidiary of Getty Images; WHEREAS, upon the consummation of the Scheme of Arrangement, the Rights Holders will hold only Getty Images Shares; WHEREAS, the rights of Simon C. Thornley and Brian K. Wolske under the Registration Rights Agreement have terminated in accordance with the terms of the Registration Rights Agreement; and WHEREAS, the parties each desire to amend the Registration Rights Agreement pursuant to Section 4.9 thereof and to make certain covenants and agreements 2 concerning the registration from time to time under the Securities Act of 1933, as amended (the "SECURITIES ACT"), of Getty Images Shares held by the Rights Holders. NOW, THEREFORE, in consideration of the mutual promises, representations, warranties and conditions contained herein, the parties agree as follows: SECTION 1.01. AMENDMENT. Each of the parties agrees that, upon the consummation of the Scheme of Arrangement, the Registration Rights Agreement shall be amended such that (i) the "Company" as used therein shall refer to Getty Images rather Getty Communications and (ii) "Registrable Shares" as used therein shall include Getty Images Shares issued in the Scheme of Arrangement in respect of Registrable Shares as defined in the Registration Rights Agreement. The terms and conditions of the Registration Rights Agreement shall inure to the benefit of Getty Images as the successor to Getty Communications and any rights or obligations of Getty Communications shall become the sole obligation of Getty Images. IN WITNESS WHEREOF, each of Getty Communications, the Rights Holders and Getty Images has duly executed, or has caused this Amendment to be duly executed by its duly authorized representative, as of the date first written above. GETTY COMMUNICATIONS PLC By: ------------------------------ Name: Mark Getty Title: --------------------------------- Lawrence J. Gould --------------------------------- Mark H. Getty 3 --------------------------------- Jonathan D. Klein GETTY IMAGES, INC. By: ------------------------------ Name: Mark Torrance Title: Co-Chairman EX-99.4 5 EXHIBIT 99.4 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, dated as of July 3, 1996 (this "Agreement"), between Getty Communications plc, a public limited company organized under the laws of England and Wales (the "Company"), and each of the trustees of the October 1993 Trust and Crediton Limited (together the "Trusts" and each individually, a "Trust"). WHEREAS, the Company has determined that it is in the best interests of the Company to offer Class A Ordinary Shares of the Company (the "Class A Shares") in the form of American Depositary Shares in the United States (the "Offering") pursuant to the filing of a Form F-1 Registration Statement under the United States Securities Act of 1933, as amended (the "Securities Act"); and WHEREAS, after the consummation of the Offering, the Trusts will own 18.8 percent of the total voting power of the Company in the form of 2,490,408 Class B Ordinary Shares of the Company (the "Class B Shares" and, together with the Class A Shares, the "Ordinary Shares") which may, subject to certain conditions, be converted into Class A Shares (upon conversion, the "Conversion Shares"); and WHEREAS, the parties each desire to make certain covenants and agreements concerning the registration from time to time of the Registrable Shares (as defined below) under the Securities Act. NOW, THEREFORE, in consideration of the mutual promises, representations, warranties and conditions contained herein, the parties hereto agree as follows: ARTICLE I DEFINITIONS SECTION 1.01. As used in this Agreement, the following terms shall have the following respective meanings: "COMMISSION" shall mean the United States Securities and Exchange Commission, or any other United States federal agency at the time administering the Securities Act or the Exchange Act, as applicable, whichever is the relevant statute. "EXCHANGE ACT" shall mean the United States Securities Exchange Act of 1934, or any similar federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be amended from time to time. "HOLDER" shall mean each Trust or any transferee or assignee thereof to whom the rights under this Agreement are assigned in accordance with the provisions of Section 4.06 hereof. 2 "PERSON" shall mean a corporation, association, partnership, organization, group (as such term is used in Rule 13d-5 under the Exchange Act), business, individual, government or political subdivision thereof, governmental agency or other entity. "REGISTRABLE SHARES" shall mean (i) the Conversion Shares, (ii) any Ordinary Shares issued as (or issuable upon the conversion or exercise of any warrant, right, option or other convertible security which is issued as) a dividend or other distribution with respect to, or in exchange for, or in replacement of, the Conversion Shares, (iii) any Ordinary Shares issued by way of a stock split or which otherwise reduces the percentage holding at the date of the offering of the Conversion Shares referred to in clauses (i) or (ii) above and (iv) any Ordinary Shares of the Company acquired pursuant to the Shareholders' Agreement dated as of July 8, 1996, among Getty Investments LLC and the Trusts (the "Shareholders' Agreement"), only to the extent that such acquisition increases the holding of the Class B Shares of a Trust beyond its holding at the Offering Date. For purposes of this Agreement, any Registrable Shares shall cease to be Registrable Shares when (x) a registration statement covering such Registrable Shares has been declared effective and such Registrable Shares have been disposed of pursuant to such effective registration statement and (y) such Registrable Shares are sold freely in the public market by a person in a transaction in which the rights under the provisions of this Agreement are not assigned. ARTICLE II REPRESENTATIONS AND WARRANTIES SECTION 2.01. REPRESENTATIONS AND WARRANTIES OF THE TRUSTS. Each Trust, severally, hereby represents and warrants to the Company that it has all requisite power and authority, and has received all requisite approvals to complete the transactions contemplated hereby; this Agreement has been duly authorized, executed and delivered by each Trust and constitutes a valid and binding agreement enforceable against it in accordance with its terms. SECTION 2.02. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents and warrants to each Trust that it has been duly organized and is an existing corporation in good standing under the laws of England and Wales and that (i) it has all requisite corporate power and authority, and has received all requisite approvals (including any necessary approval of its board of directors) to complete the transactions contemplated hereby and (ii) this Agreement has been duly authorized, executed and delivered by it and constitutes a valid and binding agreement enforceable by each Trust against it in accordance with its terms. ARTICLE III 3 AGREEMENTS IN RESPECT OF THE REGISTRABLE SHARES SECTION 3.01. DEMAND REGISTRATIONS. (a) Within 90 days following the date that Mr. Mark H. Getty, in the case of the trustees of the October 1993 Trust and its transferees or assignees, and within 90 days following the date that Mr. Jonathan D. Klein, in the case of Crediton Limited and its transferees or assignees, ceases to be employed by the Company, each such Holder shall have the right (the "Demand Right") on one occasion to require the Company to file a registration statement under the Securities Act in respect of all the Registrable Shares held by such Holder; PROVIDED, HOWEVER, that if such Holder is exercising such Demand Right together with any other Holders, then it may be exercised if the Registrable Shares and the other shares demanded by the other Holders shall exceed five percent of the outstanding Ordinary Shares of the Company. As promptly as practicable, but in no event later than 30 days after the Company receives a written request from such Holder demanding that the Company so register the number of Registrable Shares specified in such request, the Company shall file with the Commission and thereafter use its best efforts to cause to be declared effective promptly a registration statement (a "Demand Registration") providing for the registration of all Registrable Shares as such Holder shall have demanded be registered. (b) Anything in this Agreement to the contrary notwithstanding, the Company shall be entitled to postpone and delay, for a reasonable period of time, not to exceed 45 days (the "Blackout Period"), the filing of any Demand Registration if (i) the Company is conducting or about to conduct an underwritten public offering of securities in which the Holder is entitled to join pursuant to Section 3.02 hereof, (ii) the Company is subject to an existing contractual obligation not to engage in a public offering, or (iii) the Company shall determine that any such filing or the offering of any Registrable Shares would (x) in the good faith judgment of the Board of Directors of the Company, impede, delay or otherwise interfere with any pending or contemplated financing, acquisition, corporate reorganization or other similar transaction involving the Company, (y) based upon advice from the Company's investment banker or financial advisor, adversely affect any pending or contemplated offering or sale of any class of securities by the Company, or (z) require disclosure of material nonpublic information which, if disclosed at such time, would be materially harmful to the interests of the Company and its shareholders; PROVIDED, HOWEVER, that the Blackout Period shall terminate upon the completion or abandonment of the relevant securities offering or sale, the termination or expiration of the existing contractual obligation to its underwriters not to engage in a public offering, the completion or abandonment of the relevant financing, acquisition, corporate reorganization or other similar transaction, such time as such Demand Registration shall no longer affect the relevant pending or contemplated offering or sale of securities by the Company, or the public disclosure by the Company or public admission by the Company of such material nonpublic information or such time as such material nonpublic information shall be publicly disclosed without breach of the last sentence of this subsection (b), as the case may be. After the expiration of any Blackout Period and without any further request from a Holder, the Company shall effect the filing of the relevant Demand Registration and shall use its best efforts to cause any such Demand Registration to be declared effective as promptly as 4 practicable unless such Holder shall have, prior to the effective date of such Demand Registration, withdrawn in writing its initial request, in which case such withdrawn request shall not constitute a Demand Registration for purposes of determining the number of Demand Registrations to which such Holder is entitled to hereunder. (c) Except with respect to any request by a Holder for a Demand Registration which is subsequently withdrawn prior to such Demand Registration becoming effective due to (i) a material adverse change affecting the Company or capital markets generally, or (ii) a notification by the Company of an intention to file a registration statement with respect to the Class A Shares, such Holder shall share equally with the Company all expenses relating to the preparation of such withdrawn Demand Registration. SECTION 3.02. INCIDENTAL REGISTRATION. (a) If, at any time following the date of the Offering and up to and including 30 days after, in the case of the October 1993 Trust, Mr. Mark H. Getty ceases to be employed by the Company or, in the case of Crediton Limited, Mr. Jonathan D. Klein ceases to be employed by the Company, the Company proposes to file a registration statement under the Securities Act with respect to an offering of its Class A Shares (i) for its own account (other than a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission)) or (ii) for the account of any holders of its Class A Shares (including any pursuant to a demand registration), the Company shall give written notice of such proposed filing to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Shares as the Holder shall request. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder of any such written notice (which direction shall specify the number of Registrable Shares intended to be disposed of by such Holder), the Company shall include in such registration statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Shares as shall be set forth in such notice. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company that the inclusion of such Registrable Shares would materially and adversely affect the price of the Class A Shares to be offered or (ii) result in a greater amount of Class A Shares being offered than the market could reasonably absorb, then the number of Registrable Shares to be registered by each party requesting Incidental Registration rights shall be reduced in proportion to the number of securities originally requested to be registered by each of them. Nothing contained herein shall require the Company to reduce the number of Class A Shares proposed to be issued by the Company. (b) No Incidental Registration effected under this Section 3.02 shall be deemed to have been effected pursuant to Section 3.01 hereof or shall release the Company of its obligations to effect any Demand Registration upon request as provided under Section 3.01 hereof. 5 SECTION 3.03. REGISTRATION PROCEDURES. (a) In connection with each Registration, and in accordance with the intended method or methods of distribution of the Class A Shares as described in such Registration, the Company shall, as soon as reasonably practicable (and, in any event, subject to the terms of this Agreement, including, without limitation, Section 3.01(a) hereof, at or before the time required by applicable laws and regulations): (a) prepare and file with the Commission a registration statement with respect to such Registrable Shares and use its best efforts to cause such registration statement to become and remain effective for the period of the distribution contemplated thereby determined as provided hereafter; (b) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Shares covered by such registration statement; (c) furnish to the Holder such numbers of copies of the registration statement and the prospectus included therein (including each preliminary prospectus and any amendments or supplements thereto), in conformity with the requirements of the Securities Act and such other documents and information as it may reasonably request; (d) use its best efforts to register or qualify the Registrable Shares covered by such registration statement under such other securities or blue sky laws of such jurisdiction within the United States and Puerto Rico as shall be reasonably appropriate for the distribution of the Registrable Shares covered by the registration statement; PROVIDED, HOWEVER, that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business in or to file a general consent to service of process in any jurisdiction wherein it would not but for the requirements of this paragraph (d) be obligated to do so; and PROVIDED, FURTHER, that the Company shall not be required to qualify such Registrable Shares in any jurisdiction in which the securities regulatory authority requires that the Holder submit any of its Registrable Shares to the terms, provisions and restrictions of any escrow, lockup or similar agreement(s) for consent to sell Registrable Shares in such jurisdiction unless such Holder agrees to do so; (e) promptly notify each Holder, at any time when a prospectus relating to the Registrable Shares is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, and at the request of any such Holder promptly prepare and 6 furnish to such Holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an 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 not misleading in light of the circumstances under which they were made; (f) furnish, at the request of any Holder requesting registration of Registrable Shares pursuant to Sections 3.01 or 3.02 hereof, if the method of distribution is by means of an underwriting, on the date that the Registrable Shares are delivered to the underwriters for sale pursuant to such registration, or if such Registrable Shares are not being sold through underwriters, on the date that the registration statement with respect to such Registrable Shares becomes effective, (1) a signed opinion, dated such date, of the independent legal counsel representing the Company for the purpose of such registration, addressed to the underwriters, if any, and if such Registrable Shares are not being sold through underwriters, then to the Holders making such request, as to such matters as such underwriters or the Holders holding a majority of the Registrable Shares included in such registration, as the case may be, may reasonably request and as would be customary in such a transaction; and (2) letters dated such date and the date the offering is priced from the independent certified public accountants of the Company, addressed to the underwriters, if any, and if such Registrable Shares are not being sold through underwriters, then to the Holders making such request and, if such accountants refuse to deliver such letters to such Holders, then to the Company (i) stating that they are independent certified public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements and other financial data of the Company included in the registration statement or the prospectus, or any amendment or supplement thereto, comply as to form in all material respects with the applicable accounting requirements of the Securities Act and (ii) covering such other financial matters (including information as to the period ending not more than five (5) business days prior to the date of such letters) with respect to the registration in respect of which such letter is being given as such underwriters or the Holders holding a majority of the Registrable Shares included in such registration, as the case may be, may reasonably request and as would be customary in such a transaction; (g) enter into customary agreements (including if the method of distribution is by means of an underwriting, an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Shares to be so included in the registration statement; (h) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable, but not later than eighteen (18) months after the effective 7 date of the registration statement, an earnings statement covering the period of at least twelve (12) months beginning with the first full month after the effective date of such registration statement, which earnings statements shall satisfy the provisions of Section 11(a) of the Securities Act; and (i) use its best efforts to list the Class A Shares covered by such registration statement with any securities exchange on which the Class A Shares are then listed. (b) Each Holder requesting registration shall furnish to the Company in writing such information regarding such Holder and its intended method of distribution of the Registrable Shares as the Company may from time to time reasonably request in writing, but only to the extent that such information is required in order for the Company to comply with its obligations under all applicable securities and other laws and to ensure that the prospectus relating to such Registrable Shares conforms to the applicable requirements of the Securities Act and the rules and regulations thereunder. Such Holder shall notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished by such Holder to the Company or of the occurrence of any event, in either case as a result of which any prospectus relating to the Registrable Shares contains or would contain an untrue statement of a material fact regarding such Holder or its intended method of distribution of such Registrable Shares or omits to state any material fact regarding such Holder or its intended method of distribution of such Registrable Shares required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and promptly furnish to the Company any additional information required to correct and update any previously furnished information, or required so that such prospectus shall not contain, with respect to such Holder or the intended method of distribution of the Registrable Shares, an 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 the light of the circumstances under which they were made, not misleading. SECTION 3.05. REGISTRATION EXPENSES. All expenses, excluding underwriters' discounts and commissions and any stamp or transfer tax or duty, but including without limitation all registration, filing and qualification fees, word processing, duplicating, printers' and accounting fees (including the expenses of any special audits or "cold comfort" letters required by or incident to such performance and compliance), fees of the National Association of Securities Dealers, Inc. or listing fees, messenger and delivery expenses, all fees and expenses of complying with state securities or blue sky laws, fees and disbursements of one counsel for the Holders and fees and disbursements of counsel for the Company incurred in connection with each registration shall be paid by the Company. Each Holder shall bear and pay the underwriting commissions and discounts and any stamp or transfer tax or duty and the fees and disbursements of counsel for the Holders other than the one counsel referred to above incurred in connection with such registration applicable to securities offered for its account in connection with any registrations, filings and qualifications made pursuant to this Agreement. 8 SECTION 3.06. INDEMNIFICATION; CONTRIBUTION. (a) INDEMNIFICATION BY THE COMPANY. The Company shall, and it hereby agrees to, indemnify and hold harmless each Holder, such Holder's directors and officers, and each person who participates as a placement or sales agent or as an underwriter in any offering or sale of the Registered Shares, against any losses, claims, damages or liabilities to which such Holder or such agent or underwriter may become subject, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Registration, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company shall, and it hereby agrees to, reimburse each such Holder or any such agent or underwriter for any legal or other out-of-pocket expenses reasonably incurred by them (but not in excess of expenses incurred in respect of one counsel for all of them unless there is an actual conflict of interest between any indemnified parties, which indemnified parties may be represented by separate counsel) in connection with investigating or defending any such action, proceeding or claim; PROVIDED, HOWEVER, that the indemnity agreement contained in this Section 3.06(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company which consent shall not be unreasonably withheld; PROVIDED, FURTHER, that the Company shall not be liable to any such person in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such Registration, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such Holder or any agent, underwriter or representative of such Holder expressly for use therein, or by such Holder's failure to furnish the Company, upon request, with the information with respect to such Holder, such Holder's directors and officers, or any agent, underwriter or representative of such Holder, or such Holder's intended method of distribution, that is the subject of the untrue statement or omission or if the Company shall sustain the burden of proving that such Holder, such Holder's directors and officers, or such agent or underwriter sold securities to the person alleging such loss, claim, damage or liability without sending or giving, at or prior to the written confirmation of such sale, a copy of the applicable prospectus (excluding any documents incorporated by reference therein) or of the applicable prospectus, as then amended or supplemented (excluding any documents incorporated by reference therein) if the Company had previously furnished copies thereof to the such Holder or such agent or underwriter, and such prospectus corrected such untrue statement or alleged untrue statement or omission or alleged omission made in such Registration. (b) INDEMNIFICATION BY THE HOLDER AND ANY AGENT OR UNDERWRITERS. Each Holder requesting or joining in a Registration severally and not jointly shall indemnify and hold harmless the Company, each of its directors and officers, each person, if any, who 9 controls the Company within the meaning of the Securities Act, and each agent and any underwriter for the Company (within the meaning of the Securities Act) against any losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, controlling person, agent or underwriter may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in such registration statement on the effective date thereof (including any prospectus filed under Rule 424 under the Securities Act or any amendments or supplements thereto) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in such registration statement, preliminary or final prospectus, or amendments or supplements thereto, in reliance upon and in conformity with written information furnished by or on behalf of such Holder expressly for use in connection with such Registration; and each such Holder shall reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, agent or underwriter (but not in excess of expenses incurred in respect of one counsel for all of them unless there is an actual conflict of interest between any indemnified parties, which indemnified parties may be represented by separate counsel) in connection with investigating or defending any such loss, claim, damage, liability or action; PROVIDED, HOWEVER, that the indemnity agreement contained in this Section 3.06(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld). (c) NOTICE OF CLAIMS, ETC. Promptly after receipt by an indemnified party under subsection (a) or (b) above of written notice of the commencement of any action or proceeding for which indemnification under subsection (a) or (b) may be requested, such indemnified party shall, without regard to whether a claim in respect thereof is to be made against an indemnifying party pursuant to the indemnification provisions of, or as contemplated by, this Section 3.06, notify such indemnifying party in writing of the commencement of such action or proceeding; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party in respect of such action or proceeding on account of the indemnification provisions of or contemplated by Section 3.06(a) or 3.06(b) hereof unless the indemnifying party was materially prejudiced by such failure of the indemnified party to give such notice, and in no event shall such omission relieve the indemnifying party from any other liability it may have to such indemnified party. In case any such action or proceeding shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall determine, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable 10 to such indemnified party for any legal or any other expenses subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation (unless such indemnified party reasonably objects to such assumption on the grounds that there may be defenses available to it which are different from or in addition to the defenses available to such indemnifying party, in which event the indemnified party shall have the right to control its defense and shall be reimbursed by the indemnifying party for the expenses incurred in connection with retaining separate counsel). If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel (in addition to local counsel) for each indemnified party with respect to such claim. The indemnifying party will not be subject to any liability for any settlement made without its consent, which consent shall not be unreasonably withheld or delayed. No indemnifying party will consent to entry of any judgment or enter into any settlement agreement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of such claim or litigation. (d) CONTRIBUTION. Each Holder requesting or joining in a Registration and the Company agree that if, for any reason, the indemnification provisions contemplated by Section 3.06(a) or Section 3.06(b) hereof are unavailable to or are insufficient to hold harmless an indemnified party in respect of any losses, claims, damages or liabilities (or actions or proceedings in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) in such proportion as is appropriate to reflect the relative fault of, and benefits derived by, the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by such indemnified party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 3.06(d) were determined (i) by pro rata allocation (even if the Holder or any agents for, or underwriters of, the Registrable Shares, or all of them, were treated as one entity for such purpose); or (ii) by any other method of allocation which does not take account of the equitable considerations referred to in this Section 3.06(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions or proceedings in respect thereof) referred to above shall be deemed to include (subject to the limitations set forth in Section 3.06(c) hereof) any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action, proceeding or claim. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. 11 (e) BENEFICIARIES OF INDEMNIFICATION. The obligations of the Company under this Section 3.06 shall be in addition to any liability that it may otherwise have and shall extend, upon the same terms and conditions, to each officer, director and partner of each Holder requesting or joining in a Registration and each agent and underwriter of the Registrable Shares and each person, if any, who controls such Holder or any such agent or underwriter within the meaning of the Securities Act; and the obligations of such Holder and any agents or underwriters contemplated by this Section 3.06 shall be in addition to any liability that such Holder or its respective agent or underwriter may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company (including any person who, with his consent, is named in any registration statement as about to become a director of the Company) and to each person, if any, who controls the Company within the meaning of the Securities Act. SECTION 3.07. UNDERWRITERS. If any of the Registrable Shares are to be sold pursuant to an underwritten offering, the investment banker or bankers and the managing underwriter or underwriters thereof shall be selected by the Company except in the case of a Demand Registration, in which case the managing underwriter or underwriters shall be selected by the Holder requesting such Registration after consultation with the Company and taking into account the Company's reasonable requests, PROVIDED that such managing underwriter or underwriters must be of recognized international standing. SECTION 3.08. LOCKUP. Each Holder shall, in connection with any registration of the Company's securities, upon the request of the Company or the underwriters managing any underwritten offering of the Company's securities, agree in writing not to effect any sale, disposition or distribution of any Registrable Shares (other than that included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time not to exceed one hundred and eighty (180) days from the effective date of such registration as the Company or the underwriters may specify; PROVIDED, HOWEVER, that all executive officers and directors of the Company shall also have agreed not to effect any sale, disposition or distribution of any Registrable Shares under the circumstances and pursuant to the terms set forth in this Section 3.08. SECTION 3.09. LEGENDS. (a) Stop transfer restrictions will be given to the Company's transfer agent(s) with respect to the Registrable Shares and there will be placed on the certificate or instruments representing the Registrable Shares, and on any certificate or instrument delivered in substitution or exchange therefor, a legend stating in substance: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO SUCH REGISTRATION OR IN ACCORDANCE WITH AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. 12 (b) The Company hereby agrees that it will cause stop transfer restrictions to be released with respect to any Registrable Shares that are transferred (i) pursuant to an effective registration statement under the Securities Act, (ii) pursuant to Rule 144 under the Securities Act, or (iii) pursuant to another exemption from the registration requirements of the Securities Act; PROVIDED, HOWEVER, that in the case of any transfer pursuant to clause (ii) or (iii) above, the request for transfer is accompanied by a written statement signed by the Holder confirming compliance with the requirements of the relevant exemption from registration; and PROVIDED, FURTHER, that in the case of any transfer pursuant to clause (iii) above, other than any transfer by the Holder to one or more of its direct or indirect subsidiaries, or among such subsidiaries, or by any such subsidiary to the Holder, the Company shall have received a written opinion of counsel reasonably satisfactory to the Company that such registration is not required. The Company further agrees that it will cause the legend described in subsection (a) of this Section 3.09 to be removed in the event of any transfer as provided in clause (i) or (ii) above. SECTION 3.10. PUBLIC INFORMATION. The Company covenants to make available "adequate current public information" concerning the Company within the meaning of Rule 144(c) under the Securities Act. ARTICLE IV MISCELLANEOUS SECTION 4.01. TERM OF AGREEMENT; TERMINATION. The term of this Agreement shall commence on the date hereof and such term and this Agreement shall terminate on the earlier of ten years from the date of this Agreement or, in the case of The October 1993 Trust, 31 days after Mr. Mark H. Getty ceases to be employed by the Company or, in the case of Crediton Limited, 31 days after Mr. Jonathan D. Klein ceases to be employed by the Company; PROVIDED, HOWEVER, that a Demand Registration shall not have been demanded or registered and not yet become effective. SECTION 4.02. SPECIFIC PERFORMANCE AND OTHER EQUITABLE RIGHTS. Each of the parties hereto recognizes and acknowledges that a breach by a party or by any assignee thereof of any covenants or other commitments contained in this Agreement will cause the other party to sustain injury for which it would not have an adequate remedy at law for money damages. Therefore, each of the parties hereto agrees that in the event of any such breach, the aggrieved party shall be entitled to the remedy of specific performance of such covenants or commitments and preliminary and permanent injunctive and other equitable relief in addition to any other remedy to which it may be entitled, at law or in equity, and the parties hereto hereby waive any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief. SECTION 4.03. NOTICES. All notices, requests, demands and other communications hereunder shall be deemed to have been duly given and made if in writing 13 and if served by personal delivery upon the party for whom it is intended or delivered by registered or certified mail, return receipt requested, or if sent by telecopier, upon receipt of oral confirmation that such transmission has been received, to the person at the address set forth below, or such other address as may be designated in writing hereafter, in the same manner, by such person: (a) If the Company, addressed as follows: 101 Bayham Street London NW1 0AG England Attention: Telecopier: 44-171-767-6540 with copies to: Shearman & Sterling 199 Bishopsgate London EC2M 3TY Attention: Pamela M. Gibson Telecopier: 44-171-920-9000 Clifford Chance 200 Aldersgate Street London EC1A 4JJ Attention: Michael Francies Telecopier: 44-171-600-5555 (b) If to the trustees of the October 1993 Trust, addressed as follows: The trustees of the October 1993 Trust c/o Coopers & Lybrand La Motte Chambers St. Helier Jersey JE1 1BJ Attention: Telecopier: 14 (c) If to Crediton Limited, addressed as follows: Crediton Limited 12 Finch Road Douglas Isle of Man IM1 2SA Attention: Telecopier: or to such other address as the relevant party may from time to time advise by notice in writing given pursuant to this Section 4.03. The date of receipt of any such notice, request, consent, agreement or approval shall be deemed to be the date of delivery thereof. SECTION 4.04. SURVIVAL. The several indemnities, agreements, representations, warranties and each other provision set forth in this Agreement or made pursuant hereto shall remain in full force and effect regardless of any investigation (or statement as to the results thereof) made by or on behalf of any party, any director or officer of such party, or any controlling person of any of the foregoing, and shall survive the transfer of any Registrable Shares by each Trust, and the indemnification and contribution provisions set forth in Section 3.06 hereof shall survive termination of this Agreement. SECTION 4.05. SEVERABILITY. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. SECTION 4.06. TRANSFER OF REGISTRATION RIGHTS. The registration rights of each Trust in this Agreement with respect to any Registrable Shares may be transferred (a) to any person acquiring all of the Registrable Shares held by the Holder or (b) to a "Permitted Holder" as defined in the Articles of Association of the Company or the Shareholders' Agreement; PROVIDED, HOWEVER, that the Company may deny such transfer if (i) such Trust or the transferring person has made three transfers with respect to the Registrable Shares or (ii) such transfer relates to a sale or other transfer of some or all of the Registrable Shares to a person who is a competitor of the Company or its subsidiaries in the industry or (iii) any conditions in the second last sentence of this Section 4.06 is not met. Each such transfer is contingent on such Trust or the transferring person satisfying the following: (i) each Trust or transferring person shall have given the Company written notice at or prior to the time of such transfer stating the name and address of the transferee and identifying the securities with respect to which the rights under this Agreement are being transferred; (ii) such transferee shall have agreed in writing, in form and substance reasonably satisfactory to the Company, to be bound by the provisions of this Agreement; and (iii) immediately following such transfer the further disposition of such securities by each transferee shall be 15 restricted under the Securities Act. Except as set forth in this Section 4.06, no transfer of Registrable Shares shall cause such Registrable Shares to lose such status. SECTION 4.07. SUCCESSORS AND ASSIGNS. Except as otherwise expressly provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties hereto. Except as expressly provided in this Agreement, nothing in this Agreement, express or implied, is intended to confer upon any person other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement. SECTION 4.08. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof shall be settled by mandatory final and binding arbitration in New York City, New York, USA in accordance with the rules, then obtaining, of the American Arbitration Association, and judgment upon the award rendered may be entered in any court having jurisdiction thereof. Reasonable fees, costs and expenses, including legal fees, incurred by any party in connection with such arbitration shall be borne by such parties. Nothing in this Section 4.08 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. SECTION 4.9. ENTIRE AGREEMENT; AMENDMENTS. This Agreement and the other writings referred to herein or delivered pursuant hereto which form a part hereof contain the entire understanding of the parties with respect is to its subject matter. This Agreement supersedes all prior agreements and understandings among the parties with respect to its subject matter. This Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument duly executed by each of the parties, which shall be binding on all of the parties. SECTION 4.10. COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 16 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. GETTY COMMUNICATIONS PLC By:_____________________________________ Name: Title: THE TRUSTEES OF THE OCTOBER 1993 TRUST By: ______________________________________ Name: Title: CREDITON LIMITED By: ______________________________________ Name: Title: Exhibit 99.3 REGISTRATION RIGHTS AGREEMENT AMENDMENT REGISTRATION RIGHTS AGREEMENT AMENDMENT, dated as of February 9, 1998 (this "AMENDMENT"), among Getty Communications plc, a public limited company organized under the laws of England and Wales ("GETTY COMMUNICATIONS"), each of the trustees of the October 1993 Trust and Crediton Limited (together the "RIGHTS HOLDERS" and each individually, a "RIGHTS HOLDER") and Getty Images, Inc., a Delaware corporation ("GETTY IMAGES"). WHEREAS, Getty Communications and the Rights Holders entered into the Registration Rights Agreement dated as of July 3, 1996 (the "REGISTRATION RIGHTS AGREEMENT") pursuant to which the Rights Holders were granted certain registration rights with respect to Class B ordinary shares, nominal value one pence per share ("GETTY CLASS B ORDINARY SHARES"), of Getty Communications held by the Rights Holders, a copy of which is attached hereto as Exhibit A; WHEREAS, pursuant to a Merger Agreement dated as of September 15, 1997 (the "MERGER AGREEMENT"), among Getty Images, Getty Communications, PhotoDisc, Inc., a Washington corporation, and Print Merger, Inc., a Washington corporation and a wholly owned subsidiary of Getty Images, Getty Images and Getty Communications will enter into a scheme of arrangement (the "SCHEME OF ARRANGEMENT") in accordance with the Companies Act of 1985 of Great Britain (unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed thereto in the Merger Agreement); WHEREAS, pursuant to the Scheme of Arrangement, each issued Class B ordinary share, nominal value one pence per share ("GETTY CLASS B ORDINARY SHARES") of Getty Communications will be converted into one Class A ordinary share, par value one pence per share ("GETTY CLASS A ORDINARY SHARES", and, together with the Getty Class B Ordinary Shares, the "GETTY ORDINARY SHARES"), of Getty Communications, each Getty Ordinary Share will be transferred to Getty Images or its nominees and the holders of Getty Ordinary Shares will be issued one share of common stock, par value $0.01 per share ("GETTY IMAGES SHARES"), of Getty Images for every two Getty Ordinary Shares held of record by such holders, and Getty Communications will become a wholly owned subsidiary of Getty Images; WHEREAS, upon the consummation of the Scheme of Arrangement, the Rights Holders will hold only Getty Images Shares; and WHEREAS, the parties each desire to amend the Registration Rights Agreement pursuant to Section 4.9 thereof and to make certain covenants and agreements concerning the registration from time to time under the Securities Act of 1933, as amended (the "SECURITIES ACT"), of Getty Images Shares held by the Rights Holders. 2 NOW, THEREFORE, in consideration of the mutual promises, representations, warranties and conditions contained herein, the parties agree as follows: SECTION 1.01. AMENDMENT. Each of the parties agrees that, upon the consummation of the Scheme of Arrangement, the Registration Rights Agreement shall be amended such that (i) the "Company" as used therein shall refer to Getty Images rather than Getty Communications and (ii) "Registrable Shares" as used therein shall include Getty Images Shares issued in the Scheme of Arrangement in respect of Registrable Shares as defined in the Registration Rights Agreement. The terms and conditions of the Registration Rights Agreement shall inure to the benefit of Getty Images as the successor to Getty Communications and any rights or obligations of Getty Communications shall become the sole obligation of Getty Images. IN WITNESS WHEREOF, each of Getty Communications, the Rights Holders and Getty Images has duly executed, or has caused this Amendment to be duly executed by its duly authorized representative, as of the date first written above. GETTY COMMUNICATIONS PLC By: ------------------------------ Name: Mark Getty Title: ------------------------------ Lawrence J. Could ------------------------------ Mark H. Getty 3 ------------------------------ Jonathan D. Klein GETTY IMAGES, INC. By: ------------------------------ Name: Mark Torrance Title: Co-Chairman EX-99.5 6 EXHIBIT 99.5 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13D, dated February 19, 1998, (the "Schedule 13D"), with respect to the common stock, par value $0.01 per share, of Getty Images, Inc., a Delaware corporation is, and any amendments thereto executed by each of us shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(f) under the Securities and Exchange Act of 1934, as amended, and that this Agreement shall be included as an Exhibit to the Schedule 13D and each such amendment. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the 19th day of February, 1998. MARK H. GETTY By /s/ Mark H. Getty --------------------------------- Name: Mark H. Getty Title: THE OCTOBER 1993 TRUST By /s/ Authorised Signatory --------------------------------- Name: Title: Authorised Signatory -----END PRIVACY-ENHANCED MESSAGE-----