EXHIBIT 4.3
FIRST SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE, dated as of July 30, 2003, by and between
Getty Images, Inc., a Delaware corporation (the "Issuer"), and The Bank of New
York, a New York banking corporation (the "Trustee").
WHEREAS, the Issuer and the Trustee entered into that certain Indenture,
dated as of June 9, 2003 (the "Indenture"), in connection with the issuance of
the Issuer's 0.5% Convertible Subordinated Debentures due 2023;
WHEREAS, the Issuer desires to amend Section 2.16 of the Indenture pursuant
to Section 9.01(a) thereof, without notice to or consent of any holder, to cure
an ambiguity, defect or inconsistency in such section; and
WHEREAS, all action on the part of the Issuer necessary to authorize the
execution, delivery and performance of this First Supplemental Indenture has
been taken.
NOW THEREFORE, in consideration of the premises and for other good and
valuable consideration, it is agreed as follows, effective upon the execution
hereof by the Issuer and the Trustee:
SECTION 1. The first paragraph of Section 2.16 of the Indenture shall be
amended and restated in its entirety as follows:
"The Issuer agrees, and by acceptance of a beneficial interest in a
Security each Holder and any beneficial owner of a Security shall be deemed to
agree, to treat, for United States federal income tax purposes, the Securities
as debt instruments that are subject to Treasury Regulation Section 1.1275-4(b).
For United States federal income tax purposes, the Issuer agrees, and by
acceptance of a beneficial interest in a Security each Holder and any beneficial
owner of a Security shall be deemed to agree, to treat the fair market value of
the Common Stock received upon the conversion of a Security as a contingent
payment for purposes of Treasury Regulation Section 1.1275-4(b) and to accrue
interest with respect to outstanding Securities as original issue discount for
United States federal income tax purposes (i.e., Tax Original Issue Discount)
according to the "noncontingent bond method," set forth in Section 1.1275-4(b)
of the Treasury Regulations, using the comparable yield of 9.25% compounded
semi-annually and using the projected payment schedule determined by the Issuer.
Holders or beneficial owners may obtain a copy of the projected payment schedule
by contacting the Issuer: Getty Images, Inc., 000 X 00xx Xxxxxx, Xxxxxxx,
Xxxxxxxxxx 00000, Attention: Treasurer."
SECTION 2. The recitals contained herein shall be taken as the statements
of the Issuer and the Trustee assumes no responsibility for their correctness.
The Trustee makes no representations as to the validity or sufficiency of this
First Supplemental Indenture.
IN WITNESS WHEREOF, the undersigned, being duly authorized, have executed
this First Supplemental Indenture on behalf of the respective parties hereto as
of the date first written above.
GETTY IMAGES, INC.
By: /s/ Xxxxxxxxx X. Xxxxxxx
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Xxxxxxxxx X. Xxxxxxx
Senior Vice President and
Chief Financial Officer
THE BANK OF NEW YORK
By: /s/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx
Assistant Vice President
