EXHIBIT 1
SECOND AMENDMENT
TO
RESTATED LIMITED LIABILITY COMPANY AGREEMENT
OF
GETTY INVESTMENTS L.L.C.
THIS SECOND AMENDMENT TO RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this
"Amendment") is made as of November 1, 2001 among the following parties:
(1) THE TRUSTEES OF THE CHEYNE WALK TRUST, whose registered office is located
at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ ("CWT Trustees");
(2) THE TRUSTEES OF THE ▇▇▇▇▇▇ ▇. GETTY FAMILY TRUST, whose registered office
is located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ ("GPGFT
Trustees");
(3) THE TRUSTEES OF THE ▇▇▇▇▇▇ FAMILY TRUST A, whose registered office is
located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ ("RFTA
Trustees");
(4) THE TRUSTEES OF THE ▇▇▇▇▇▇ FAMILY TRUST B, whose registered office is
located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ ("RFTB
Trustees"); and
(5) TRANSON LIMITED, whose registered office is located at c/o Macfarlanes, ▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ("Transon").
WHEREAS,
(A) The parties have entered into a Restated Limited Liability Company
Agreement, dated as of February 9, 1998, and amended by an Agreement and
Waiver, dated as of October 26, 1999 (collectively, the "Operating
Agreement"), pursuant to which the affairs of Getty Investments L.L.C., a
Delaware limited liability company (the "Company"), are governed.
(B) The Operating Agreement provides for the automatic termination in the event
a Member who is an individual dies or retires.
(C) Transon is a nominee of ▇▇▇ ▇▇▇▇ Getty and therefore the Interest of
Transon Limited is held in a representative capacity, raising an issue
whether the Company is subject to termination upon the death of ▇▇▇ ▇▇▇▇
Getty.
(D) The Members desire to avoid a premature termination of the Company due to
the death of ▇▇▇ ▇▇▇▇ Getty, and are willing to amend the Operating
Agreement to prevent that occurrence.
IT IS AGREED as follows:
1. Definitions. All expressions defined in the Operating Agreement shall bear
the same meaning in this Agreement. Unless otherwise indicated, section
references used in this Agreement shall correspond to those of the
Operating Agreement.
2. Amendment to the Operating Agreement. The Operating Agreement is hereby
amended as follows:
a. Section 1.18 is hereby amended to delete the words "death, retirement"
in their entirety.
b. Section 11.1 is hereby amended so at the end of that paragraph the
following is added:
"Notwithstanding the foregoing, upon the death of ▇▇▇ ▇▇▇▇ Getty (the
"Assignment Event") with the consent of a Majority of the Members
(other than Transon), the Company may redeem the Interest of Transon
by payment of Money, Property or promissory note, in each case in an
amount equal to the Capital Account of Transon as of the date of the
Assignment Event. If paid by promissory note, such note shall be
payable not more than three years from the date of the Assignment
Event and shall bear interest at the quoted reference rate of Bank of
America, N.A."
c. The parties hereto agree that upon an Assignment Event, if the Company
does not elect to redeem the Interest of Transon pursuant to Section
2(b) above within 90 days after the occurrence of the Assignment
Event, upon the transfer of the Interest held by Transon to any
charitable trust, corporation, organization or other entity which
qualifies for the U.S. Federal estate tax charitable deduction allowed
to the estate of a non-resident not a citizen of the United States of
America (the "Permitted Transferee") the following shall be waived and
disapplied: (i) the consent requirement of the other Members to
transfer such Interest pursuant to Section 11.1, so long as the other
requirements under Section 11.2 are otherwise met; and (ii) the legal
opinion requirement contained in Sections 11.2 and 11.3, so long as
counsel for the Company is satisfied that the requirements of Section
11.3 are otherwise met. In such event, the Members shall recognize the
Permitted Transferee as a Substitute Member pursuant to Section 11.4.
3. Full Force and Effect. Except as amended by this Amendment, the terms and
conditions of the Operating Agreement shall remain in full force and
effect. This Amendment is intended to constitute an amendment by all
Members in accordance with Section 12.1 of the Operating Agreement, and
upon full execution shall be kept with the constitutional documents of the
Company.
4. Representative Capacity. It is acknowledged and agreed that: (a) the CWT
Trustees, GPGFT Trustees, RFTA Trustees and RFTB Trustees are entering into
this Amendment in their respective capacities as trustees only and not in
their respective individual
capacities; (b) such trustees shall have no personal liability under or
arising out of this Amendment or the transactions contemplated hereby; and
(c) all payments to be made by the CWT Trustees, GPGFT Trustees, RFTA
Trustees or RFTB Trustees as contemplated by this Amendment or the
Operating Agreement shall be made from the assets of their respective
trusts and not from the personal assets of any of such trustees
individually.
5. Governing Law. This Amendment shall be governed and construed and
interpreted in accordance with the laws of the State of Delaware, without
regard to choice of law provisions.
6. Counterparts. This Amendment may be executed in any number of counterparts
each of which when executed and delivered is an original, but all the
counterparts together constitute the same document.
IN WITNESS WHEREOF, this Amendment has been executed by a duly authorized
representative of each of the parties hereto the day and year first above
written.
The Trustees of the Cheyne Walk Trust
By:
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▇▇▇ ▇. ▇▇▇▇▇
Chief Operating Officer
The Trustees of the ▇▇▇▇▇▇ ▇. Getty Family Trust
By:
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▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Trust Administrator
The Trustees of the ▇▇▇▇▇▇ Family Trust A
By:
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▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Trust Administrator
The Trustees of the ▇▇▇▇▇▇ Family Trust B
By:
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▇▇▇ ▇. ▇▇▇▇▇
Chief Operating Officer
Transon Limited
By:
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Director