Exhibit 9
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FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT, dated as of
November 22, 1999 (the "Amendment"), between Getty Images, Inc., a Delaware
corporation (the "Company"), and Getty Investments L.L.C., a Delaware limited
liability company ("Getty Investments").
RECITALS
WHEREAS, the Company and Getty Investments entered into a
Registration Rights Agreement, dated as of February 9, 1998 (the "Registration
Rights Agreement"), pursuant to which Getty Investments was granted certain
registration rights with respect to shares of Company Common Stock issued to
Getty Investments pursuant to the Scheme of Arrangement and the Subscription
Agreement;
WHEREAS, the Company and Getty Investments have entered into a letter
agreement, dated October 26, 1999 (the "1999 Subscription Agreement"), pursuant
to which Getty Investments has agreed to subscribe for, and the Company has
agreed to issue, 1,579,353 shares of Company Common Stock;
WHEREAS, it is a condition to the consummation of the 1999
Subscription Agreement that the Company and Getty Investments enter into this
Amendment;
WHEREAS, Getty Investments is the holder of all the Registerable
Shares, and therefore Getty Investments and the Company have the power to amend
the Registration Rights Agreement pursuant to Section 3.09 thereof; and
WHEREAS, terms used but not otherwise defined herein shall have the
respective meanings set forth in the Registration Rights Agreement.
NOW THEREFORE, in consideration of the mutual promises,
representations, warranties and conditions contained herein, the parties agree
as follows:
1. Amendment of Registration Rights Agreement. The defined term "Registerable
Securities" set forth in Section 1.01 of the Registration Rights Agreement
is hereby amended and replaced in full with the following:
"`Registrable Securities' shall mean (a) any Company Common Stock
issued pursuant to the Scheme of Arrangement, the Subscription
Agreement or that letter agreement dated October 26, 1999 by Getty
Investments to the Company relating to the subscription by Getty
Investments of 1,579,353 shares of Company Common Stock, or (b) any
securities which may be issued or distributed in respect thereof by
way of stock dividend or stock split or other distribution,
exchange, recapitalization or reclassification. For purposes of this
Agreement, any Registrable Securities shall cease to be Registrable
MP\1%9q01.DOC
Securities when (i) a Registration Statement which respect to the
sale of such securities shall have become effective under the
Securities Act and such securities shall have been disposed of in
accordance with such Registration Statement, (ii) such Registrable
Securities are sold by a person in a transaction in which the rights
under the provisions of this Agreement are not assigned, or (iii)
such Registrable Securities shall have ceased to be outstanding."
2. Full Force and Effect. Except as modified hereby, the Registration Rights
Agreement shall remain in full force and effect. The term "Agreement" used
in the Registration Rights Agreement shall for all purposes therein refer
to the Registration Rights Agreement as amended by this Amendment.
3. Counterparts. This Amendment may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same agreement.
4. Governing Law. This Amendment shall be governed by, and construed in
accordance with, the laws of the State of Delaware applicable to contracts
executed in and to be performed entirely within that State.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed by their duly authorized officers as of the date hereof.
Getty Images, Inc.
By: /s/ Xxxxxxx X. Page
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Name: Xxxxxxx X. Page
Title: General Counsel
Getty Investments L.L.C.
By: /s/ Xxx X. Xxxxx
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Xxx X. Xxxxx
Officer
