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Exhibit 99.1
Getty Investments L.L.C.
0000 Xxxxxxxxx Xxx, Xxxxx 000
Xxxx, Xxxxxx 00000
October 26, 1999
Getty Images, Inc.
000 Xxxxx 00xx Xxxxxx
Xxxxxxx, Xxxxxxxxxx 00000
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,
1,579,353 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
U.S. $32,000,000 in the aggregate (the "Purchase Price"), by wire transfer in
immediately available funds. The Purchase Price shall be payable on the business
day preceding the Closing Date (as defined in the Stock Purchase Agreement,
dated as of September 20, 1999, among Getty Images, Xxxxxxx Kodak Company and
Kodak S.A.).
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) the execution and delivery by Getty Images and Getty
Investments of an amendment to the Registration Rights
Agreement, dated as of February 9, 1998, between Getty Images
and Getty Investments, pursuant to which the Shares shall be
entitled to the benefits of the Registration Rights Agreement;
(ii) the execution and delivery by Getty Images, Getty Investments
and the Investors named therein of an Indemnity Agreement in
the form to be agreed to by the parties in good faith, but
substantially in the form of the Indemnity Agreement delivered
by Getty Images to Getty Investments in connection with the
issuance by Getty Images of its 4.75% Convertible Subordinated
Notes due 2003; and
(iii) Getty Investments having received a legal opinion from Weil,
Gotshal & Xxxxxx LLP, counsel to Getty Images, in a form
agreed to by the parties but addressing the following matters
as to Getty Images: (a) due organization, valid existence and
good standing, (b) corporate power and authority to execute
this letter agreement and perform its obligations hereunder,
(c) due execution and delivery, (d) enforceability (subject to
customary exceptions), (e) due
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authorization and valid issuance of the Shares, (f) that the
execution and delivery of this agreement and the issuance of
the Shares will not conflict with any constitutional or
material agreement of Getty Images, (g) that the execution and
delivery of this agreement and the issuance of the Shares will
not conflict with or violate any law or governmental order,
(h) that the execution and delivery of this agreement and the
issuance of the Shares will not require any consent, approval
or filing, and (i) that it will not be necessary to register
the Shares under the Securities Act.
(iv) the expiration or early termination of any applicable waiting
period (and any extension thereof) under the Xxxx-Xxxxx-Xxxxxx
Antitrust Improvements Act of 1976, as amended.
Getty Investments hereby represents and warrants to Getty Images that:
(a) 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 U.S.
Securities Act of 1933, as amended (the "Securities Act"), and
that the Shares will be issued to it in a transaction that 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 resell the Shares except in
compliance with applicable securities laws;
(b) 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 of the Shares;
(c) 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, as amended (the
"Securities Act"). 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
and may not be sold, pledged or otherwise transferred except
in accordance with an exemption from the registration
requirements of the Securities Act."
(d) 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
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business matters that it is capable of evaluating the merits
and risk of its investment in the Shares pursuant to this
agreement;
(e) 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; and
(f) the Shares were not offered or sold to Getty Investments by
any form of general solicitation or general advertising.
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: _____________________________
Xxx X. Xxxxx
Officer
Accepted and confirmed
as of October _____, 1999
Getty Images, Inc.
By: _______________________________
Xxxxxxxx X. Xxxxx
Chief Executive Officer
