Exhibit 10.1
FOURTH AMENDMENT AND WAIVER
TO
STOCKHOLDERS
AGREEMENT
T HIS F OURTH A MENDMENT AND W AIVER TO S
TOCKHOLDERS A GREEMENT (the “ Amendment ”) is made
effective as of the 4th day of October, 2006, by and between
(a) Getty Images, Inc., a Delaware corporation (the “
Company ”), and (b) Getty Investments L.L.C., a
Delaware limited liability company (“ Getty
Investments ”), 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).
RECITALS
A. The parties entered into that
certain Stockholders Agreement dated as of February 9, 1998,
as amended and supplemented by a Deed of Adherence dated as of
February 28, 1999, a Deed of Amendment dated as of
February 28, 1999, and a Third Amendment to Stockholders
Agreement dated as of May 1, 2003 (the Stockholders Agreement
as amended and supplemented is referred to as the “
Stockholders Agreement ”).
B. The Orpheus Trust and the
Pleiades Trust (collectively, the “ Gordon Trusts
”) were members of Getty Investments and constitute Permitted
Transferees of Getty Investments under the terms and conditions of
the Stockholders Agreement.
C. Effective as of October 4,
2006, the Orpheus Trust received a distribution of 769,567 Shares
and the Pleiades Trust received a distribution of 577,175 Shares,
in connection with the merger of Getty Investments with and into
Getty Investments Continuation L.L.C., a Delaware limited liability
company.
D. The parties hereto agree that the
Gordon Trusts should not be construed as members of the Getty Group
and, accordingly, should not be parties to the Stockholders
Agreement.
E. 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 as follows.
1. Waiver . Compliance with
any provision of the Stockholders Agreement that prohibits,
conditions, limits, delays or otherwise res
