EX-2 4 oct1003_ex02.txt EXHIBIT 2 THIRD AMENDMENT TO RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF GETTY INVESTMENTS L.L.C. THIS THIRD AMENDMENT TO RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this "Amendment") is made as of July 1, 2003 among the following parties: (1) THE TRUSTEE OF THE CHEYNE WALK TRUST, whose registered office is located at 1325 Airmotive Way, Suite 262, Reno, Nevada 89502, USA ("CWT Trustee"); (2) THE TRUSTEES OF THE GORDON P. GETTY FAMILY TRUST, whose registered office is located at 1325 Airmotive Way, Suite 264, Reno, Nevada 89502, USA ("GPGFT Trustees"); (3) THE TRUSTEES OF THE RONALD FAMILY TRUST A, whose registered office is located at 1325 Airmotive Way, Suite 264, Reno, Nevada 89502, USA ("RFTA Trustees"); (4) THE TRUSTEES OF THE RONALD FAMILY TRUST B, whose registered office is located at 1325 Airmotive Way, Suite 262, Reno, Nevada 89502, USA ("RFTB Trustees"); (5) TRANSON LIMITED, whose registered office is located at c/o Macfarlanes, 10 Norwich Street, London EC4A 1BD, England ("Transon"); and (6) GETTY INVESTMENTS L.L.C., a Delaware limited liability company, whose registered office is located at 1325 Airmotive Way, Suite 262, Reno, Nevada 89502 (the "Company"). WHEREAS, (A) The parties have entered into a Restated Limited Liability Company Agreement, dated as of February 9, 1998, as amended by an Agreement and Waiver, dated as of October 26, 1999, and a Second Amendment to Restated Limited Liability Company Agreement, dated as of November 1, 2001 (collectively, the "Operating Agreement"), pursuant to which the affairs of the Company are governed. (B) The Operating Agreement provides that the Interest held in the name of Transon may be redeemed by the Company with the consent of a Majority of the Members (other than Transon) upon the death of Sir Paul Getty. (C) Sir Paul Getty died in London on April 17, 2003. (D) The Members, representing one hundred percent of the Interests, wish to cause the Company to redeem Transon's Interest and to make additional modifications to the Operating Agreement. IT IS AGREED as follows: 1. Definitions. All expressions defined in the Operating Agreement shall bear the same meanings in this Agreement. Unless otherwise indicated, article references used in this Agreement shall correspond to those of the Operating Agreement. 2. Amendment to the Operating Agreement. The Operating Agreement is hereby amended as follows: a. Redemption of Transon Interest. The Company shall redeem the Interest of Transon in its entirety for a redemption price of $30,510,883, representing Transon's entire Capital Account as of April 17, 2003 (the "Transon Redemption Price"). The closing of the redemption of the Interest of Transon and the payment of the Transon Redemption Price shall occur on July 16, 2003 (or such other date as may be agreed by all the parties) at the Company's office in Reno, Nevada (the "Closing"). The Transon Redemption Price shall consist of (i) cash of $19,832,574.55 payable in immediately available funds by wire transfer in accordance with the wire instructions provided by Transon, and (ii) an unsecured promissory note of the Company in the principal amount of $10,678,308.45 in the form of Exhibit A hereto (the "Transon Note"), delivered to Transon on the Closing. Transon represents and warrants to the Company as of the date hereof and as of the date of Closing that (x) it holds its Interest as a bare trustee for JPMorgan Chase Bank, a New York corporation, as the trustee of the Victoria Jane Lady Getty U.S. Trust and has full authority from JPMorgan Chase Bank as such trustee to enter into this Amendment and to consummate the transactions contemplated herein, (y) it has good and marketable title to the Interest, free and clear of all liens, pledges, encumbrances or other adverse claims of right, and (z) it shall remain responsible for all tax consequences relating to its ownership of the Interest through the date of redemption of the Interest (including any capital gains due in respect of the redemption, if applicable). Upon receipt by Transon of the Transon Redemption Price, Transon shall cease to be a Member and shall have no further right, title, interest or claim in and to the Interest or the Company, including without limitation any indirect interest in the Getty Images Stock held by the Company; provided, however, that subsequent to the Closing Transon shall have rights as a creditor of the Company with respect to the Transon Note. Effective on the Closing, the Interest of Transon shall be canceled and stricken from the Company's books, and Schedules A and B to the Operating Agreement shall be replaced with Schedules A and B hereto (and on the Closing the "Members" of the Company shall be as set forth therein). b. Additional Commitment to Fund Transon Redemption. A new Article 8.2(d) is hereby added to the Operating Agreement to read as follows: 2 "(d) The Members (excluding Transon) hereby increase their Commitments in an aggregate amount of $30,510,883 for the purpose of financing the redemption of the Interest of Transon (the "Redemption Commitment"). Each such Member's share of the Redemption Commitment (the "Redemption Commitment Share") is as follows: The CWT Trustee $14,476,027.50 The RFTA Trustees $ 6,406,985.07 The RFTB Trustees $ 5,356,547.05 The GPGFT Trustees $ 4,271,323.38 "Each such Member promises to make a Capital Contribution to the Company according to its Redemption Commitment Share. In the case of the CWT Trustee and the RFTB Trustees, their Redemption Commitment Shares shall be contributed to the Company in cash on or prior to the date of the Closing. In the case of the RFTA Trustees and the GPGFT Trustees (the "Deferring Members"), their Redemption Commitment Shares shall be contributed to the Company over a period of time coinciding with the Company's obligation to make payments under the terms of the Transon Note (although a Deferring Member may at any time elect to contribute all or a portion of its Redemption Commitment Share sooner, in which case the Company shall promptly prepay the Transon Note by a like amount). For the privilege of deferring payment of their Redemption Commitment Shares, the Deferring Members shall increase their respective Redemption Commitment Shares by an amount equal to the interest payable by the Company under the Transon Note, as and when due (it being understood that the Capital Commitments of the Deferring Members shall be increased and paid to the Company only as interest is due on the Transon Note). Each Deferring Member's Redemption Commitment Share is a continuing obligation of such Person and, except to the extent such Deferring Member makes a payment under its guaranty as set forth in Article 4.4 (in which case its Commitment shall be reduced by the amount of such payment), the Deferring Member's Redemption Commitment Share is not subject to reduction, offset or claim by such Deferring Member against the Company, and shall be payable without regard to the investment performance of the Getty Images Stock held by the Company." c. Guaranty of Transon Note. Article 4.4 of the Operating Agreement is hereby amended to add the following new paragraph after the end of the existing paragraph: "Notwithstanding the foregoing, by its signature below each of the Deferring Members, severally and not jointly, hereby guarantees the full payment and performance of principal on the Transon Note by the Company, up to the amount of such Deferring Member's Redemption Commitment Share. Such guaranty shall be enforceable by Transon upon an Event of Default (as such term is specified in the Transon Note) against the Deferring Member, and no other Member or a Person that is a Related Person shall bear the economic 3 risk of loss for the Deferring Member's obligation. The obligation of a Deferring Member under this guaranty shall be reduced on a dollar-for-dollar basis by Capital Contributions made by such Deferring Member of its Redemption Commitment Share as provided in Article 8.2(d) (and for avoidance of doubt, upon payment in full of a Deferring Member's Redemption Commitment Share to the Company such Deferring Member's guaranty shall be extinguished). This guaranty provided by each Deferring Member is intended to constitute a pro rata assumption of the Company's liability for repayment of principal on the Transon Note by the Deferring Member resulting in (i) an increase in the Deferring Member's basis in its Interest pursuant to Code Sections 752(a) and 722 and Treasury Regulation Section 1.752-1(d), and (ii) an increase in the Deferring Member's Capital Account pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(c), each in an amount equal to the Deferring Member's respective Redemption Commitment Share. Conversely, Capital Contributions in cash by the Deferring Member of its Redemption Commitment Share as and when paid to the Company shall reduce the Deferring Member's assumption of such Company liability resulting in a corresponding decrease in such Deferring Member's basis in its Interest and Capital Account (although for the avoidance of doubt the Deferring Member's basis in its Interest and Capital Account shall be in turn increased by the money actually contributed to the Company in accordance with Code Sections 722 and Treasury Regulation Section 1.704-1(b)(2)(iv)(b)). This guaranty is intended to keep the Capital Accounts of the Members in the same proportions as if the Deferring Members had paid their respective Redemption Commitment Shares in cash on the Closing, rather than on a deferred basis." d. Special Allocation of Interest on Transon Note. Article 9.2 of the Operating Agreement is hereby amended to add the following sentence at the end of the existing paragraph: "Notwithstanding the foregoing, interest expense of the Company under the terms of the Transon Note shall be specially allocated to the Deferring Members according to their respective outstanding Redemption Commitment Shares". e. Extension of Company Term. In Article 2.3 of the Operating Agreement, the date "7 July 2003" is hereby deleted and replaced with the date "6 October 2003". References in the Operating Agreement to the fixed term or duration shall mean the period ending on 6 October 2003. f. Board of Directors. Article 4.2 of the Operating Agreement is hereby deleted in its entirety and replaced with the following: "Board of Directors and Chairman - The Board shall consist of six Directors appointed by the Members, who shall designate one Director as Chairman. 4 The Members agree that the Board shall consist of one Person representing each of the Members, plus Mark Getty (who shall act as Chairman) and Jonathan Klein. Each Member with a right to appoint a Director shall have the power to remove the Director appointed by it, to appoint a substitute Director to attend any meeting of the Board and to appoint a replacement Director in the event such Director resigns, is removed, or otherwise ceases to be a Director. Such appointment or removal is to be made by notice in writing to the Company at its office designated pursuant to Article 2.5 to take effect from the time specified in any such notice. Upon any Member which has the right to appoint a Director withdrawing from the Company the right to appoint a Director by such withdrawing Member shall be eliminated and the size of the Board shall be reduced accordingly. The appointment of Mark Getty and Jonathan Klein shall remain in place so long as each is actively involved in the affairs of Getty Images. The Board shall have the right to appoint committees so long as the committee is comprised of at least one Director. In no event shall a majority of Directors, or a majority of Persons serving on a committee appointed by the Board, be residents of the United Kingdom." g. Conference Call Meetings Outside the United Kingdom. Articles 4.7, 4.8, 5.7 and 5.8 of the Operating Agreement are hereby amended to add the following sentence at the end of each provision: "Meetings conducted by telephone shall not be considered to occur within the United Kingdom if a majority of participants entitled to vote at such meeting are neither residents of the United Kingdom nor Persons calling from within the United Kingdom." 3. Full Force and Effect. Except as modified by this Amendment, the terms and conditions of the Operating Agreement shall remain in full force and effect. This Amendment is intended to constitute an amendment by all Members in accordance with Article 12.1 of the Operating Agreement (and all Members hereby agree to waive the restrictions in Article 12.1(d) to the extent necessary to effectuate this Amendment), and upon full execution shall be kept with the constitutional documents of the Company. 4. Representative Capacity. It is acknowledged and agreed that: (a) the CWT Trustee, GPGFT Trustees, RFTA Trustees and RFTB Trustees are entering into this Amendment in their respective capacities as trustees only and not in their respective individual capacities; (b) such trustees shall have no personal liability under or arising out of this Amendment or the transactions contemplated hereby; and (c) all payments to be made by the CWT Trustee, GPGFT Trustees, RFTA Trustees or RFTB Trustees as contemplated by this Amendment or the Operating Agreement shall be made from the assets of their respective trusts and not from the personal assets of any of such trustees individually. 5. Successors and Assigns. This Amendment shall be binding upon the parties hereto and their respective successors and permitted assigns. As used herein "Transon" shall mean Transon 5 Limited and any permitted assignee of the Transon Note, including the trustee or trustees of the Victoria Jane Lady Getty U.S. Trust. 6. Governing Law. This Amendment shall be governed and construed and interpreted in accordance with the laws of the State of Delaware, without regard to choice of law provisions. 7. Counterparts. This Amendment 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. [Signatures contained on the following page] 6 IN WITNESS WHEREOF, this Amendment has been executed by a duly authorized representative of each of the parties hereto the day and year first above written. The Trustee of the Cheyne Walk Trust By: ----------------------------------- Jan D. Moehl Chief Operating Officer The Trustees of the Gordon P. Getty Family Trust By: ----------------------------------- Thomas Edwin Woodhouse Trust Administrator The Trustees of the Ronald Family Trust A By: ----------------------------------- Thomas Edwin Woodhouse Trust Administrator The Trustees of the Ronald Family Trust B By: ----------------------------------- Jan D. Moehl Chief Operating Officer Transon Limited By: ----------------------------------- Name: Title: 7 Getty Investments L.L.C., a Delaware limited liability company By: ----------------------------------- Jan D. Moehl Officer Acknowledged and Confirmed: JPMorgan Chase Bank, as trustee of the Victoria Jane Lady Getty U.S. Trust By: ------------------------------------- Name: Title: 8 Schedule A Schedule of Capital Account Balances and Sharing Ratios (Pro forma as of July 16, 2003) Name of Member and Notice Address Capital Account* Sharing Ratio --------------------------------- ---------------- ------------- Trustee of the Cheyne Walk Trust $135,162,393.42 47.4455% 1325 Airmotive Way, Suite 262 Reno, Nevada 89502 Attn: Jan D. Moehl Trustees of the Ronald Family Trust A $ 59,821,897.76 20.9990% 1325 Airmotive Way, Suite 264 Reno, Nevada 89502 Attn: Thomas E. Woodhouse Trustees of the Ronald Family Trust B $ 50,013,977.97 17.5562% 1325 Airmotive Way, Suite 262 Reno, Nevada 89502 Attn: Jan D. Moehl Trustees of the Gordon P. Getty Family Trust $ 39,881,265.17 13.9993% 1325 Airmotive Way, Suite 264 Reno, Nevada 89502 Attn: Thomas E. Woodhouse --------------- --------- Total $284,879,534.32 100.0000% * Capital Account balances shown are subject to further adjustment for accruals and stock price changes occurring after April 17, 2003. Schedule B Schedule of Capital Contributions (Pro forma as of July 16, 2003) GETTY INVESTMENTS LLC SCHEDULE B - MEMBERS CAPITAL CONTRIBUTIONS Pro Forma for the Period from Inception on June 25, 1996 to July 16, 2003 Running and Transon Ltd. All Members Date Acquisition Lock-Up Exceptional Redemption Total ** * Capital Commitments 7/16/2003 $ 119,037,253 $ 2,312,549 $ 1,800,000 $ 30,510,883 $ 153,660,685 ============== ============ ============ ============= ============== Capital Contributions: Contribution of Interest in GIH 7/8/1996 44,273,990 40,309 869 44,315,168 Anti-Dilution re Carlton, Lock-Up Fees, & Running Costs 12/18/1996 16,008,015 578,450 33,535 16,620,000 -------------- ------------ ------------ ------------- -------------- Total 1996 Contributions 60,282,005 618,759 34,404 - 60,935,168 -------------- ------------ ------------ ------------- -------------- Purchase of Stone/Thornley Shares 5/30/1997 11,667,713 5,087 11,672,800 Lock-Up Fees 7/7/1997 560,000 560,000 -------------- ------------ ------------ ------------- -------------- Total 1997 Contributions 11,667,713 560,000 5,087 - 12,232,800 -------------- ------------ ------------ ------------- -------------- Purchase of Getty Images Shares 2/6/1998 28,300,000 28,300,000 Lock-Up Fees 7/7/1998 614,000 60,000 674,000 -------------- ------------ ------------ ------------- -------------- Total 1998 Contributions 28,300,000 614,000 60,000 - 28,974,000 -------------- ------------ ------------ ------------- -------------- Lock-Up Fees 7/6/1999 213,000 75,000 288,000 Purchase of Getty Images Shares 10/26/1999 32,000,000 32,000,000 -------------- ------------ ------------ ------------- -------------- Total 1999 Contributions 32,000,000 213,000 75,000 - 32,288,000 -------------- ------------ ------------ ------------- -------------- Lock-Up Fees 7/8/2000 202,000 202,000 -------------- ------------ ------------ ------------- -------------- Total 2000 Contributions - 202,000 - - 202,000 -------------- ------------ ------------ ------------- -------------- Lock-Up Fees 7/8/2001 197,000 197,000 -------------- ------------ ------------ ------------- -------------- Total 2001 Contributions - 197,000 - - 197,000 -------------- ------------ ------------ ------------- -------------- Runing & Exceptional Costs 2/4/2002 450,000 450,000 Lock-Up Fees 7/8/2002 208,956 208,956 Running Cost 11/12/2002 105,000 105,000 -------------- ------------ ------------ ------------- -------------- Total 2002 Contributions - 208,956 555,000 - 763,956 -------------- ------------ ------------ ------------- -------------- Runing & Exceptional Costs - Transon Ltd. Redemption 07/16/03 (13,212,465) (301,166) - 30,510,883 16,997,252 -------------- ------------ ------------ ------------- -------------- Total 2003 Contributions (13,212,465) (301,166) - 30,510,883 16,997,252 -------------- ------------ ------------ ------------- -------------- Cumulative Capital Contributions 7/16/2003 $ 119,037,253 $ 2,312,549 $ 729,491 $ 30,510,883 $ 152,590,176 ============== ============ ============ ============= ============== Unfunded Capital Commitments 7/16/2003 $ - $ - $ 1,070,509 $ - $ 1,070,509 ============== ============ ============ ============= ==============
* Due to the death of Sir Paul Getty on 4/17/03, Transon Ltd.'s interest will be redeemed by the remaining members on 7/16/03. CWT and RFTB will contribute cash, while RFTA and GGFT will make commitments to fund the capital calls (and guaranties to pay the Company's promissory note to Transon Ltd.) needed to complete the redemption. ** Included $78,859 of expenses paid in by Transon Ltd./525 Investments Ltd. during its term as a Member. GETTY INVESTMENTS LLC SCHEDULE B - MEMBERS CAPITAL CONTRIBUTIONS Pro Forma for the Period from Inception on June 25, 1996 to July 16, 2003 Running and Transon Ltd. Trustees of the Cheyne Walk Trust Date Acquisition Lock-Up Exceptional Redemption Total Capital Commitments 7/16/2003 $ 58,912,394 $ 1,024,379 $ 810,856 14,476,028 $ 75,223,657 ============= ============ =========== ============ ============= Capital Contributions: Contribution of Interest in GIH 7/8/1996 16,602,746 15,115 327 16,618,188 Anti-Dilution re Carlton, Lock-Up Fees, & Running Costs 12/18/1996 6,003,005 216,920 12,575 6,232,500 ------------- ------------ ----------- ------------ ------------- Total 1996 Contributions 22,605,751 232,035 12,902 - 22,850,688 ------------- ------------ ----------- ------------ ------------- Purchase of Stone/Thornley Shares 5/30/1997 4,375,393 1,907 4,377,300 Lock-Up Fees 7/7/1997 210,000 210,000 ------------- ------------ ----------- ------------ ------------- Total 1997 Contributions 4,375,393 210,000 1,907 - 4,587,300 ------------- ------------ ----------- ------------ ------------- Purchase of Getty Images Shares 2/6/1998 13,331,250 13,331,250 Lock-Up Fees 7/7/1998 241,138 23,564 264,702 ------------- ------------ ----------- ------------ ------------- Total 1998 Contributions 13,331,250 241,138 23,564 - 13,595,952 ------------- ------------ ----------- ------------ ------------- Lock-Up Fees 7/6/1999 83,652 29,455 113,107 Purchase of Getty Images Shares 10/26/1999 18,600,000 18,600,000 ------------- ------------ ----------- ------------ ------------- Total 1999 Contributions 18,600,000 83,652 29,455 - 18,713,107 ------------- ------------ ----------- ------------ ------------- Lock-Up Fees 7/8/2000 85,575 85,575 ------------- ------------ ----------- ------------ ------------- Total 2000 Contributions - 85,575 - - 85,575 ------------- ------------ ----------- ------------ ------------- Lock-Up Fees 7/8/2001 83,457 83,457 ------------- ------------ ----------- ------------ ------------- Total 2001 Contributions - 83,457 - - 83,457 ------------- ------------ ----------- ------------ ------------- Running & Exceptional Costs 2/4/2002 190,638 190,638 Lock-Up Fees 7/8/2002 88,522 88,522 Running Cost 11/12/2002 44,482 44,482 ------------- ------------ ----------- ------------ ------------- Total 2002 Contributions - 88,522 235,120 - 323,642 ------------- ------------ ----------- ------------ ------------- Running & Exceptional Costs - Transon Ltd. Redemption 7/16/2003 14,476,028 14,476,028 ------------- ------------ ----------- ------------ ------------- Total 2003 Contributions - - - 14,476,028 14,476,028 ------------- ------------ ----------- ------------ ------------- Cumulative Capital Contributions 7/16/2003 $ 58,912,394 1,024,379 $ 302,948 4,476,028 $ 74,715,749 ============= ============ =========== ============ ============= Unfunded Capital Commitments 7/16/2003 $ - $ - $ 507,908 $ - $ 507,908 ============= ============ =========== ============ =============
* Capital call for Transon Ltd. redemption to be funded with cash. GETTY INVESTMENTS LLC SCHEDULE B - MEMBERS CAPITAL CONTRIBUTIONS Pro Forma for the Period from Inception on June 25, 1996 to July 16, 2003 Running and Transon Ltd. Trustees of the Ronald Family Trust A Date Acquisition Lock-Up Exceptional Redemption Total * Capital Commitments 7/16/2003 $ 24,796,822 $ 490,072 $ 361,576 $ 6,406,985 $ 32,055,455 ============= =========== =========== ============ ============= Capital Contributions: Contribution of Interest in GIH 7/8/1996 8,301,373 7,558 163 8,309,094 Anti-Dilution re Carlton, Lock-Up Fees, & Running Costs 12/18/1996 3,001,503 108,459 6,288 3,116,250 ------------- ----------- ----------- ------------ ------------- Total 1996 Contributions 11,302,876 116,017 6,451 - 11,425,344 ------------- ----------- ----------- ------------ ------------- Purchase of Stone/Thornley Shares 5/30/1997 2,187,696 954 2,188,650 Lock-Up Fees 7/7/1997 105,000 105,000 ------------- ----------- ----------- ------------ ------------- Total 1997 Contributions 2,187,696 105,000 954 - 2,293,650 ------------- ----------- ----------- ------------ ------------- Purchase of Getty Images Shares 2/6/1998 5,306,250 5,306,250 Lock-Up Fees 7/7/1998 115,125 11,250 126,375 ------------- ----------- ----------- ------------ ------------- Total 1998 Contributions 5,306,250 115,125 11,250 - 5,432,625 ------------- ----------- ----------- ------------ ------------- Lock-Up Fees 7/6/1999 39,938 14,062 54,000 Purchase of Getty Images Shares 10/26/1999 6,000,000 6,000,000 ------------- ----------- ----------- ------------ ------------- Total 1999 Contributions 6,000,000 39,938 14,062 - 6,054,000 ------------- ----------- ----------- ------------ ------------- Lock-Up Fees 7/8/2000 37,875 37,875 ------------- ----------- ----------- ------------ ------------- Total 2000 Contributions - 37,875 - - 37,875 ------------- ----------- ----------- ------------ ------------- Lock-Up Fees 7/8/2001 36,938 36,938 ------------- ----------- ----------- ------------ ------------- Total 2001 Contributions - 36,938 - - 36,938 ------------- ----------- ----------- ------------ ------------- Running & Exceptional Costs 2/4/2002 84,375 84,375 Lock-Up Fees 7/8/2002 39,179 39,179 Running Cost 11/12/2002 19,688 19,688 ------------- ----------- ----------- ------------ ------------- Total 2002 Contributions - 39,179 104,063 - 143,242 ------------- ----------- ----------- ------------ ------------- Running & Exceptional Costs 6,406,985 6,406,985 Transon Ltd. Redemption 7/16/2003 - ------------- ----------- ----------- ------------ ------------- Total 2003 Contributions - - - 6,406,985 6,406,985 ------------- ----------- ----------- ------------ ------------- Cumulative Capital Contributions 7/16/2003 $ 24,796,822 $ 490,072 $ 136,780 $ 6,406,985 $ 31,830,659 ============= =========== =========== ============ ============= Unfunded Capital Commitments 7/16/2003 $ - $ - $ 224,796 $ - $ 224,796 ============= =========== =========== ============ =============
* Capital call for Transon Ltd. redemption to be funded by a commitment and a guaranty to pay its share of the Company's promissory note to Transon Ltd. GETTY INVESTMENTS LLC SCHEDULE B - MEMBERS CAPITAL CONTRIBUTIONS Pro Forma for the Period from Inception on June 25, 1996 to July 16, 2003 Running and Transon Ltd. Trustees of the Ronald Family Trust B Date Acquisition Lock-Up Exceptional Redemption Total * Capital Commitments 7/16/2003 $ 18,796,822 $ 471,383 $ 307,659 $ 5,356,547 $ 24,932,411 ============= ========== ============ ============= ============= Capital Contributions: Contribution of Interest in GIH 7/8/1996 8,301,373 7,558 163 8,309,094 Anti-Dilution re Carlton, Lock-Up Fees, & Running Costs 12/18/1996 3,001,503 108,459 6,288 3,116,250 ------------- ---------- ------------ ------------- ------------- Total 1996 Contributions 11,302,876 116,017 6,451 - 11,425,344 ------------- ---------- ------------ ------------- ------------- Purchase of Stone/Thornley Shares 5/30/1997 2,187,696 954 2,188,650 Lock-Up Fees 7/7/1997 105,000 105,000 ------------- ---------- ------------ ------------- ------------- Total 1997 Contributions 2,187,696 105,000 954 - 2,293,650 ------------- ---------- ------------ ------------- ------------- Purchase of Getty Images Shares 2/6/1998 5,306,250 5,306,250 Lock-Up Fees 7/7/1998 115,125 11,250 126,375 ------------- ---------- ------------ ------------- ------------- Total 1998 Contributions 5,306,250 115,125 11,250 - 5,432,625 ------------- ---------- ------------ ------------- ------------- Lock-Up Fees 7/6/1999 39,938 14,062 54,000 Purchase of Getty Images Shares - ------------- ---------- ------------ ------------- ------------- Total 1999 Contributions - 39,938 14,062 - 54,000 ------------- ---------- ------------ ------------- ------------- Lock-Up Fees 7/8/2000 31,665 31,665 ------------- ---------- ------------ ------------- ------------- Total 2000 Contributions - 31,665 - - 31,665 ------------- ---------- ------------ ------------- ------------- Lock-Up Fees 7/8/2001 30,882 30,882 ------------- ---------- ------------ ------------- ------------- Total 2001 Contributions - 30,882 - - 30,882 ------------- ---------- ------------ ------------- ------------- Running & Exceptional Costs 2/4/2002 70,542 70,542 Lock-Up Fees 7/8/2002 32,756 32,756 Running Cost 11/12/2002 16,459 16,459 ------------- ---------- ------------ ------------- ------------- Total 2002 Contributions - 32,756 87,001 - 119,757 ------------- ---------- ------------ ------------- ------------- Running & Exceptional Costs - Transon Ltd. Redemption 7/16/2003 5,356,547 5,356,547 ------------- ---------- ------------ ------------- ------------- Total 2003 Contributions - - - 5,356,547 5,356,547 ------------- ---------- ------------ ------------- ------------- Cumulative Capital Contributions 7/16/2003 $ 18,796,822 $ 471,383 $ 119,718 $ 5,356,547 $ 24,744,470 ============= ========== ============ ============= ============= Unfunded Capital Commitments 7/16/2003 $ - $ - $ 187,941 $ - $ 187,941 ============= ========== ============ ============= =============
* Capital call for Transon Ltd. redemption to be funded with cash. GETTY INVESTMENTS LLC SCHEDULE B - MEMBERS CAPITAL CONTRIBUTIONS Pro Forma for the Period from Inception on June 25, 1996 to July 16, 2003 Running and Transon Ltd. Trustees of the Gordon P. Getty Family Trust Date Acquisition Lock-Up Exceptional Redemption Total * Capital Commitments 7/16/2003 $ 16,531,215 $ 326,715 $ 241,050 $ 4,271,323 21,370,303 ============= =========== ============ ============ ============ Capital Contributions: Contribution of Interest in GIH 7/8/1996 5,534,249 5,039 108 5,539,396 Anti-Dilution re Carlton, Lock-Up Fees, & Running Costs 12/18/1996 2,001,002 72,306 4,192 2,077,500 ------------- ----------- ------------ ------------ ------------ Total 1996 Contributions 7,535,251 77,345 4,300 - 7,616,896 ------------- ----------- ------------ ------------ ------------ Purchase of Stone/Thornley Shares 5/30/1997 1,458,464 636 1,459,100 Lock-Up Fees 7/7/1997 70,000 70,000 ------------- ----------- ------------ ------------ ------------ Total 1997 Contributions 1,458,464 70,000 636 - 1,529,100 ------------- ----------- ------------ ------------ ------------ Purchase of Getty Images Shares 2/6/1998 3,537,500 3,537,500 Lock-Up Fees 7/7/1998 76,750 7,500 84,250 ------------- ----------- ------------ ------------ ------------ Total 1998 Contributions 3,537,500 76,750 7,500 - 3,621,750 ------------- ----------- ------------ ------------ ------------ Lock-Up Fees 7/6/1999 26,625 9,375 36,000 Purchase of Getty Images Shares 10/26/1999 4,000,000 4,000,000 ------------- ----------- ------------ ------------ ------------ Total 1999 Contributions 4,000,000 26,625 9,375 - 4,036,000 ------------- ----------- ------------ ------------ ------------ Lock-Up Fees 7/8/2000 25,250 25,250 ------------- ----------- ------------ ------------ ------------ Total 2000 Contributions - 25,250 - - 25,250 ------------- ----------- ------------ ------------ ------------ Lock-Up Fees 7/8/2001 24,625 24,625 ------------- ----------- ------------ ------------ ------------ Total 2001 Contributions - 24,625 - - 24,625 ------------- ----------- ------------ ------------ ------------ Running & Exceptional Costs 2/4/2002 56,250 56,250 Lock-Up Fees 7/8/2002 26,120 26,120 Running Cost 11/12/2002 13,125 13,125 ------------- ----------- ------------ ------------ ------------ Total 2002 Contributions - 26,120 69,375 - 95,495 ------------- ----------- ------------ ------------ ------------ Running & Exceptional Costs - Transon Ltd. Redemption 7/16/2003 4,271,323 4,271,323 ------------- ----------- ------------ ------------ ------------ Total 2003 Contributions - - - 4,271,323 4,271,323 ------------- ----------- ------------ ------------ ------------ Cumulative Capital Contributions 7/16/2003 $ 16,531,215 $ 326,715 $ 91,186 $ 4,271,323 $ 21,220,439 ============= =========== ============ ============ ============ Unfunded Capital Commitments 7/16/2003 $ - $ - $ 149,864 $ - $ 149,864 ============= =========== ============ ============ ============
* Capital call for Transon Ltd. redemption to be funded by a commitment and a guaranty to pay its share of the Company's promissory note to Transon Ltd. EXHIBIT A UNSECURED PROMISSORY NOTE July 16, 2003 US$10,678,308.45 Reno, Nevada 1. Principal. For value received, the undersigned, Getty Investments L.L.C., a Delaware limited liability company (the "Borrower"), promises to pay to the order of the Transon Limited (the "Holder"), in lawful money of the United States of America, the principal sum of Ten Million Six Hundred Seventy-Eight Thousand Three Hundred Eight Dollars and 45/100ths ($10,678,308.45), together with accrued interest from the date of this Promissory Note (the "Note") on the unpaid principal, on the Maturity Date. 2. Interest. Principal of this Note shall bear interest at the reference rate quoted by Bank of America, N.A. from time to time (which reference rate is currently 4.00% per annum on the date hereof). Accrued interest shall be payable annually on each anniversary date of this Note. 3. Maturity Date. The unpaid principal balance of this Note, together with all unpaid interest accrued thereon, shall be due and payable on the Maturity Date. The "Maturity Date" shall be the earlier to occur of (a) July 16, 2006, and (b) the date of a "Dissolution Event" of Borrower as defined in the Restated Limited Liability Company Agreement of Borrower, dated as of February 9, 1998, as amended on October 26, 1999, November 1, 2001 and July 1, 2003. 4. Place of Payment. Payment of principal of and interest on this Note shall be made to Holder at c/o Macfarlanes, 10 Norwich Street, London EC4A 1BD, England (or at such other place as Holder shall designate in writing). 5. Prepayment. Borrower shall have the right to prepay this Note, in full or in part, at any time without penalty. 6. Event of Default. Any of the following events shall, at Holder's option, constitute an event of default (an "Event Default") under this Note: (a) a default in the payment when due of any amount under this Note, which default continues uncured following 15 days' notice of such default by Holder to Borrower; (b) the failure by Borrower to perform or comply with any agreements, covenants or obligations under this Note, which default continues uncured following 30 days' notice of such default by Holder to Borrower; (c) the filing by or against Borrower of a voluntary petition in bankruptcy or an assignment for the benefit of creditors; or (d) an insolvency of Borrower. 7. Acceleration. Upon the occurrence of a Event Default, Holder at its option may (A) declare all principal, interest and other sums due under this Note to be immediately due and payable without further demand, and/or (B) exercise any and all other legal rights and remedies available to Holder. The failure to exercise the foregoing options shall not constitute a waiver of the right to exercise the same at any subsequent time in respect of the same event or any other event. The A-1 acceptance by Holder of any payment under this Note that is less than payment in full of all amounts due and payable at the time of such payment shall not constitute a waiver of the right to exercise any of the foregoing options at that time or at any subsequent time or nullify any prior exercise of such option without the express written consent of Holder except as and to the extent otherwise provided by law. 8. Notices. Any notice to Borrower or Holder in connection with this Note shall be given (a) by Federal Express (or other reputable overnight delivery service), or (b) by facsimile transmission, addressed to such party at the address stated below, or to such other address as such party may designate by written notice to the other party. If to Borrower: Getty Investments L.L.C. 1325 Airmotive Way, Suite 262 Reno, Nevada 89502 Telecopy: 775-786-5414 Attn: Jan D. Moehl If to Holder: Transon Limited c/o JPMorgan Chase Bank, as trustee 345 Park Avenue, 8th Floor New York, New York 10154-1002 Telecopy: 212-464-1919 Attn: James Largey With a copy to: BG Owen Clutton Macfarlanes 10 Norwich Street London EC4A 1BD England Telecopy: 44-207-831-9607 9. Relationship of the Parties. The relationship between Borrower and Holder in connection with this Note is that of debtor and creditor. Nothing contained in this Note is intended or shall be deemed or construed to create a partnership, limited liability company membership or co-ownership relationship between Borrower and Holder. 10. Amendment. This Note may not be terminated or amended orally, but only by a termination or amendment in writing signed by Holder and Borrower. 11. Assignment. Borrower acknowledges and agrees that Transon Limited is holding this Note as a bare trustee for JPMorgan Chase Bank as the trustee of the Victoria Jane Lady Getty U.S. Trust and that Transon Limited may assign its interest in this Note directly to the trustee or trustees of the Victoria Jane Lady Getty U.S. Trust, in which case such assignee shall be the "Holder" herein. Subject to the foregoing, neither Borrower nor Holder shall assign any or all of their interests under this Note without the prior written consent of the other party, which consent may be withheld at such party's sole and absolute discretion. A-2 12. Severability. If any provision of this Note or its application to any party or circumstance shall be determined by any court of competent jurisdiction to be invalid, illegal or unenforceable to any extent, the remainder of this Note or the application of such provision to such person or circumstance, other than those as to which it is determined invalid, illegal or unenforceable, shall not be affected, and each other provision of this Note shall be valid and legal and shall be enforced to the fullest extent permitted by law. It is the intention of the parties that in lieu of each clause or provision of this Note that is invalid, illegal or unenforceable, there be added as a part of this Note a clause or provision as similar in terms to such invalid, illegal or unenforceable clause or provision as may be permissible and be valid, legal and enforceable. 13. Governing Law. This Note shall be construed and enforced in accordance with and governed by the laws of the State of Nevada. IN WITNESS WHEREOF, the undersigned has executed this Promissory Note as of the day and year first written above. Getty Investments L.L.C., a Delaware limited liability company By: --------------------------------- Jan D. Moehl Officer A-3