Getty Investments L.L.C.
0000 Xxxxxxxxx Xxx
Xxxxx 000
Xxxx, XX 00000
February 9, 1998
Getty Images, Inc.
000 Xxxxxx Xxxxxx
Xxxxxx XX0 0XX Xxxxxxx
Dear Sirs:
Getty Investments L.L.C., a limited liability company organized
under the laws of the State of Delaware ("GETTY INVESTMENTS"), hereby
subscribes for and offers to purchase, upon and subject to the conditions set
forth below, 1,518,644 validly issued, fully paid and nonassessable shares
(the "SHARES") of Common Stock, par value $0.01 per share ("COMMON STOCK"),
of Getty Images, Inc., a Delaware corporation ("GETTY IMAGES"), and to pay
therefor in lawful money $18.4375 per share or $28 million in the aggregate,
by wire transfer in immediately available funds.
The obligations of Getty Investments to subscribe for, and the
obligations of Getty Images to issue to Getty Investments, the Shares pursuant
to this agreement shall be subject to:
(i) completion, on or prior to February 9, 1998, of the transactions
contemplated in the Merger Agreement, dated as of September 15,
1997, among Getty Images, Getty Communications plc, PhotoDisc, Inc.
and Print Merger, Inc.;
(ii) the execution and delivery by the Company and Getty Investments of
the Registration Rights Agreement between the Company and Getty
Investments, substantially in the form agreed between the parties
prior to the date hereof;
(iii) the execution and delivery by the Company, Getty Investments and
the Investors named therein of the Restated Shareholders Agreement
among the Company, Getty Investments and the Investor named
therein, substantially in the form agreed between the parties prior
to the date hereof; and
(iv) Getty Investments having received a legal opinion from Xxxxxxxx &
Xxxxxxxx substantially in the form agreed between the parties prior
to the date hereof.
Getty Investments hereby represents and warrants to Getty Images
that:
(i) it understands and acknowledges that the issuance and subscription
of the Shares pursuant to this letter agreement have not been, and
will not be, registered under the the U.S. Securities Act of 1933,
as amended (the "SECURITIES ACT"), and that the Shares will be
issued to it in a transaction that
2
is exempt from the registration requirements of the Securities Act
in reliance upon the representations and warranties of Getty
Investments in this agreement. It understands and acknowledges
that the Shares cannot be offered or resold within the United
States or to or for the account or benefit of U.S. persons except
pursuant to registration under the Securities Act or an available
exemption from registration and it agrees that it shall not resale
the Shares except in compliance with applicable securities laws;
(ii) it is purchasing the Shares for its own account for investment and
not with a view to, or for resale in connection with, the
distribution hereof, and it has no present intention of
distributing any thereof;
(iii) it understands and acknowledges that all certificates representing
the Shares shall bear, in addition to any other legends required
under applicable securities laws, the following legend:
"The shares represented by this certificate have not been
registered under the Securities Act of 1933. The shares have
been acquired by the holder not with a view to, or for resale in
connection with, any distribution thereof within the meaning of
the Securities Act of 1933 and may not be sold, pledged or
otherwise tranferred except in accordance with an exemption from
the registration requirements of the Securities Act of 1933.";
(iv) it is an accredited investor within the meaning of Regulation D
under the Securities Act and it has such knowledge and experience
in financial and business matters that it is capable of evaluating
the merits and risks of its investment in the Shares pursuant to
this agreement;
(v) it has the financial ability to bear the economic risk of its
investment in the Shares pursuant to this agreement, it is aware
that it may be required to bear the economic risk of its investment
in the Shares for an indefinite period of time and it has no need
for liquidity with respect to its investment therein at this time;
(vi) the Shares were not offered or sold to Getty Investments by any
form of general solicitation or general advertising; and
(vii) it has been furnished with a copy of the prospectus of Getty
Images, Inc. dated January 7, 1998 and has been given the
opportunity to ask questions of, and receive answers from, Getty
Images concerning the terms and conditions of its investment in the
Shares and other matters pertaining to its investment in the
Shares.
This letter agreement shall be governed by the laws of the State of
New York and shall only be amended by written consent of Getty Investments and
Getty Images.
Please confirm the above and accept this offer by signing in the
space provided below.
Very truly yours,
GETTY INVESTMENTS L.L.C.
By: /s/ Xxx X. Xxxxx
-------------------------
Name: Xxx X. Xxxxx
Title: Officer
Accepted and confirmed
as of February 9, 1998:
GETTY IMAGES, INC.
By: /s/ Xxxx Xxxxx
---------------------------
Name: Xxxx Xxxxx
Title: President
