Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D/A Amendment to General Statement of Beneficial HTML 59K
Ownership
2: EX-1 Underwriting Agreement 4 14K
3: EX-2 Plan of Acquisition, Reorganization, Arrangement, 18 75K
Liquidation or Succession
4: EX-3 Articles of Incorporation/Organization or By-Laws 10 35K
5: EX-4 Instrument Defining the Rights of Security Holders 4 10K
EX-4 — Instrument Defining the Rights of Security Holders
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EXHIBIT 4
THIRD AMENDMENT TO
STOCKHOLDERS AGREEMENT
THIS THIRD AMENDMENT TO STOCKHOLDERS AGREEMENT (the "Amendment") is made
effective as of the 1st day of May, 2003, by and among Getty Images, Inc., a
Delaware corporation; and (a) Getty Investments L.L.C., a Delaware limited
liability company; Mark Getty; Jonathan Klein; Abacus (C.I.) Limited, as trustee
of The October 1993 Trust; and Abacus Trust Company Limited, as trustee of the
JD Klein Family Settlement (as successor by assignment from Crediton Limited)
(collectively, the "Getty Group"); and (b) Mark Torrance; Wade Ballinger
(formerly Wade Torrance), and PDI L.L.C. (collectively, the "Torrance Group").
RECITALS
A. The parties herein entered into that certain Stockholders Agreement
dated as of 9 February 1998, as amended and supplemented by a Deed of Adherence
dated as of 28 February 1999 and a Deed of Amendment dated as of 28 February
1999 (the Stockholders Agreement as amended and supplemented is referred to as
the "Stockholders Agreement").
B. Certain rights and provisions of the Stockholders Agreement terminate
and are of no further force and effect with respect to either the Getty Group or
the Torrance Group, as the case may be, when changes in beneficial ownership
result in ownership of fewer than the greater of (i) 3,000,000 shares of Common
Stock; and (ii) such number of shares of Common Stock as is less than 2% of the
then outstanding shares of Common Stock (the "Minimum Threshold").
C. The parties herein wish to amend the Stockholders Agreement to address
the decreases in the beneficial ownership of shares of Common Stock held by the
Torrance Group.
D. All terms used but not otherwise defined herein shall have the meanings
assigned to such terms in the Stockholders Agreement.
NOW THEREFORE, in consideration of the foregoing and the mutual promises
and covenants contained herein, the parties agree to amend the Stockholders
Agreement as follows.
1. Removal of the Torrance Group as a Party to the Stockholders Agreement.
The Torrance Group's beneficial ownership has fallen below the Minimum
Threshold, and as such, the Torrance Group desires to be removed, and Getty
Images and the Getty Group desire to have the Torrance Group removed, as a
party. The Torrance Group hereby consents to be, and hereby is, removed as a
party to the Stockholders Agreement and all references and other provisions of
the Stockholders Agreement pertaining to the Torrance Group, and participation
by the Torrance Group in the Stockholders Agreement, are hereby terminated as of
the effective date of this Amendment.
2. Continuance of Stockholders Agreement. Getty Images and the Getty Group
desire to continue the Stockholders Agreement without the Torrance Group as a
party thereto and agree to continue to be bound by the terms and conditions
thereof.
3. Full Force and Effect. All other provisions of the Stockholders
Agreement not otherwise expressly modified herein shall remain in full force and
effect.
4. Governing Law. The terms and conditions of this Amendment shall be
governed by and construed in accordance with the laws of the State of Delaware.
5. Counterparts. This Amendment may be executed in two or more
counterparts, each of which when taken together shall constitute a single
agreement.
[ signatures appear on the following pages ]
2
IN WITNESS WHEREOF, the parties have executed this Third Amendment to
Stockholders Agreement effective as of the date first written above.
GETTY IMAGES, INC.
By:
------------------------------------
Name/Title:
----------------------------
GETTY INVESTMENTS L.L.C.
By:
------------------------------------
Name/Title: Jan D. Moehl, Officer
----------------------------
----------------------------------------
MARK H. GETTY, individually
----------------------------------------
JONATHAN D. KLEIN, individually
ABACUS (C.I.) LIMITED, as
Trustee of The October 1993 Trust
By:
------------------------------------
Name/Title:
----------------------------
ABACUS TRUST COMPANY (ISLE OF
MAN), as Trustee of the
JD Klein Family Settlement
By:
------------------------------------
Name/Title:
----------------------------
3
----------------------------------------
MARK TORRANCE, individually
----------------------------------------
WADE BALLINGER (formerly
Wade Torrance), individually
PDI L.L.C.
By:
------------------------------------
Name/Title:
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