Sample Business Contracts

Stockholders Agreement [Amendment No. 3] - Getty Images Inc., Getty Investments LLC, Mark Getty, Jonathan Klein, Abacus (C.I.) Ltd., Abacus Trust Co., Mark Torrance, Wade Ballinger and PDI LLC

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                               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 (Isle of Man), 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


     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

     3. Full Force and Effect. All other provisions of the Stockholders
Agreement not otherwise expressly modified herein shall remain in full force and

     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

                  [ signatures appear on the following pages ]



     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: /s/ JEFFREY BEYLE
                            Name/Title: Jeffrey Beyle, General Counsel

                            GETTY INVESTMENTS L.L.C.

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

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

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

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

                            By: /s/ PHIL LE VESCONTE
                            Name/Title: Phil Le Vesconte, Authorised Secretary

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

                            By: /s/ ERNEST DONNE
                                /s/ MICHAEL J. MACBAIN
                            Name/Title: Ernest Donne and Michael J. MacBain,



                                           /s/ MARK TORRANCE
                                           MARK TORRANCE, individually

                                           /s/ WADE BALLINGER
                                           WADE BALLINGER (formerly
                                              Wade Torrance), individually

                                           PDI L.L.C.

                                           By: /s/ MARK TORRANCE
                                           Name/Title: Mark Torrance, Manager