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                                                                    Exhibit 10.9

                                                                  CONFORMED COPY



To:      Getty Images, Inc.
         in its capacity as Obligors' Agent

                                                              3rd December, 1999


Dear Sirs,

UP TO US$100,000,000 REVOLVING CREDIT FACILITY AGREEMENT DATED 25TH OCTOBER,
1999

This letter is supplemental to and amends a credit agreement dated 25th October,
1999 and made between the Parent, the Original Borrowers, the Original
Guarantors, the Arranger, the Banks, the Facility Agent, the Security Agent and
the Overdraft Bank (the "CREDIT AGREEMENT") pursuant to the terms of which the
Banks have agreed to make Advances to the Borrowers up to an aggregate maximum
principal amount of US$100,000,000 on the terms set out therein.

We agree that the Credit Agreement shall be amended in accordance with the
provisions set out below.

Terms defined in the Credit Agreement shall bear the same meaning when used in
this letter unless otherwise defined herein or the context requires otherwise.

1.       AMENDMENTS

         With effect from the Effective Date, the Credit Agreement shall be
         amended as follows:

         (a)      for the avoidance of doubt, the parties listed on page 1 of
                  the Credit Agreement shall be amended to include "HSBC Bank
                  plc as overdraft bank (the "OVERDRAFT BANK")" at paragraph 8
                  and the definition of "Overdraft Bank" in Clause 1.1
                  (Definitions) shall be deleted.

         (b)      the following definition shall be included in Clause 1.1
                  (Definitions) as follows:

                  ""EXISTING OVERDRAFT FACILITY AGREEMENT" means the facility
                  letter dated 7th January, 1999 pursuant to which the Existing
                  Overdraft Facility was made available to, inter alios, Getty
                  U.K.."

         (c)      the definitions of "Finance Party" and "Finance Documents" in
                  Clause 1.1 (Definitions) shall be amended to read as follows:

                  ""FINANCE PARTY" means the Arranger, each Bank, the Facility
                  Agent and the Security Agent (together the "FINANCE PARTIES")
                  which term, for the purposes of
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                  Clauses 16 (Guarantee), 22 (The Agents and The Arranger) and
                  24.2 (Enforcement Costs) shall also include the Overdraft Bank
                  and any Hedging Bank."

                  ""FINANCE DOCUMENTS" means this Agreement, the Fee Letter, the
                  Novation Certificates, the Borrower Accession Agreements, the
                  Guarantor Accession Agreements, the Security Documents and any
                  other document designated as such by the Facility Agent, which
                  term for the purposes of the definition of "Security
                  Documents" (including all references to Finance Documents
                  wheresoever used in the Security Documents) and Clauses
                  1.2(iv) Constructions, 1.2(b) (Construction), 16 (Guarantee),
                  18.1(x) (Senior Indebtedness/Designated Senior Indebtedness),
                  19.12 (Third Party Guarantees), 19.20(c) (Environmental
                  matters), 19.25 (Compliance with laws), 19.31 (UCC filings),
                  22 (the Agent and the Arranger) and 37 (Senior
                  Indebtedness/Designated Senior Indebtedness) shall also
                  include the Existing Overdraft Facility Agreement and any
                  Hedging Document. For the avoidance of doubt, the Facility
                  Agent will not designate the Existing Overdraft Facility
                  Agreement or any Hedging Document a "Finance Document" in any
                  other context than as provided herein without the consent of
                  the Obligors' Agent."

         (d)      the definitions of "DISCLOSURE LETTER" and "REPORTS" in Clause
                  1.1 (Definitions) shall be deemed deleted in their entirety
                  and all consequential amendments shall be deemed made.

         (e)      two additional definitions shall be included in Clause 1.1
                  (Definitions) and shall read as follows:

                  ""HEDGING BANK" means any Bank in its capacity as the provider
                  of hedging facilities for the hedging of exposures arising
                  pursuant to the terms of this Agreement."

                  ""HEDGING DOCUMENTS" means all currency swap, interest rate
                  swap and/or interest cap and/or other hedging agreements
                  entered into or to be entered into by any Obligor with a
                  Hedging Bank for the hedging of exposures arising pursuant to
                  the terms of this Agreement in each case as, and including,
                  any instrument pursuant to which the same are novated, varied,
                  supplemented or amended from time to time."

         (f)      Clause 1.2 (b) (Construction) shall be amended to read as
                  follows:

                  "(b)     Unless the contrary intention appears, a term used in
                           any other Finance Document or in any notice given
                           under or in connection with any Finance Document has
                           the same meaning in that Finance Document or notice
                           as in this Agreement."

         (g)      Clause 2.7 (Tranche B Commitment) shall be amended to read as
                  follows:

                  "2.7     TRANCHE A COMMITMENT

                  (a)      The Tranche A Commitment of HSBC Bank plc in its
                           capacity as a Bank as at the Signing Date will be
                           US$50,000,000 (unless it agrees in writing with the
                           Parent to increase its Tranche A Commitment up to a
                           specified amount).

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                  (b)      If and to the extent other banks or financial
                           institutions (each a "NEW BANK") are willing to
                           commit to participate in Tranche A following
                           syndication efforts by the Arranger then, upon any
                           Novation Certificate signed by a New Bank taking
                           effect in relation to Tranche A, the New Bank will be
                           treated as having taken a transfer from HSBC Bank plc
                           of the Tranche A Commitment specified in that
                           Novation Certificate as though HSBC Bank plc had
                           increased its Tranche A Commitment by the amount such
                           New Bank is willing to so commit immediately prior to
                           the Novation Certificate taking effect.

                  (c)      Commitment fee in respect of such undrawn part of the
                           Tranche A Commitment increased pursuant to this
                           Clause 2.7 will accrue under Clause 23.2 (Commitment
                           Fee) in relation to:

                           (i)      the  Tranche A  Commitment  of any New Bank,
                                    with  effect on and after the effective date
                                    of the relevant Novation Certificate; and

                           (ii)     any increased Tranche A Commitment which
                                    HSBC Bank plc agrees to as contemplated in
                                    paragraph (a) above, with effect on and
                                    after the date it agrees in writing to
                                    accept that increased Tranche A Commitment.

                  (d)      Nothing in this Clause 2.7 will oblige HSBC Bank plc
                           in its capacity as a Bank to make any Advance under
                           Tranche A which would result in the principal amount
                           outstanding under Tranche A being in excess of
                           US$50,000,000 at any time (except to the extent it
                           has agreed in writing to accept a Tranche A
                           Commitment in excess of such amount)."

         (h)      All  references  to  Tranche  B in the  Credit  Agreement
                  shall be deemed  deleted  in their entirety so that:

                  (i)      references to "Tranche B" in the definitions of
                           "Advance", "Commitment", "Facility", "Rollover
                           Advance" and "Total Commitments" in Clause 1.1
                           (Definitions) shall be deemed deleted; and

                  (ii)     the definitions of "Tranche B", "Tranche B
                           Commitment" in Clause 1.1 (Definitions) and Clauses
                           2.1(b) (Facilities), 3(b) (Purpose), 4.2 (Conditions
                           precedent to Advances under Tranche B), 5.2(c)
                           (Completion of Requests), 19.32(c) (Obligor cover),
                           Column II of Schedule 2 (Tranche B Commitment), Part
                           II of Schedule 3 and paragraph 1(e) of Schedule 4
                           shall be deemed deleted in their entirety,

                  and all subsequent clauses and sub-clauses deemed renumbered
                  and cross referencing deemed amended accordingly.

         (i)      Clauses 4.1 (Conditions precedent to drawdown) will be amended
                  to read as follows:

                  "4.1     CONDITIONS PRECEDENT TO DRAWDOWN

                  (a)      Subject to the provisions of paragraph (b) below, the
                           obligations of each Finance Party to the Obligors
                           under this Agreement are subject to the



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                           conditions precedent that the Facility Agent shall
                           have received all of the documents set out in Part I
                           of Schedule 3 in form and substance satisfactory to
                           the Facility Agent (acting reasonably) and the
                           representations and warranties in Clause 18
                           (Representations and Warranties) are correct as at
                           the Signing Date.

                  (b)      The Finance Parties shall not be obliged to
                           participate in any Tranche A Advance which would
                           result in the principal amount outstanding under
                           Tranche A being in excess of US$50,000,000 until the
                           date upon which the Facility Agent has (i) received
                           all of the documents set out in Part IA of Schedule 3
                           in form and substance satisfactory to the Facility
                           Agent (acting reasonably) and (ii) the Tranche A
                           Commitments have been increased pursuant to the terms
                           of Clause 2.7 (Tranche A Commitments)."

         (j)      the definition of "Consolidated Total Borrowings" in Clause
                  20.1 (Financial Definitions) shall be amended so that it reads
                  as follows:

                  ""CONSOLIDATED TOTAL BORROWINGS" means at any time the
                  aggregate at that time of the Borrowings of the members of the
                  Group from sources external to the Group (less any cash
                  balances held by any member of the Group that are freely
                  convertible and transferable free of any encumbrances other
                  than Permitted Encumbrances in respect of Borrowings) all as
                  determined (subject only as may be required in order to
                  reflect the express inclusion or exclusion of items as
                  specified herein and/or in the definition of Borrowings in
                  Clause 1.1 (Definitions) in accordance with the Applicable
                  Accounting Principles and, where the calculation is being made
                  as at the end of any Accounting Period for which a Balance
                  Sheet of the Group has been or is required to be delivered to
                  the Facility Agent hereunder, determined from that Balance
                  Sheet."

         (k)      for the purposes of Clause 17.3(a)(ii) (Security) only, the
                  term "Banks" shall be deemed deleted and replaced with
                  "Security Agent" and in respect of Clause 22.7(a) (Default)
                  and 22.11(c)(i) (Information) only the term "Bank" or "Banks"
                  shall be deemed deleted and replaced with "Finance Party" or
                  "Finance Parties" as appropriate.

         (l)      Schedule 3 Part 1A  entitled  "Further  Conditions  Precedent"
                  shall be  inserted to read as follows:

                                    "PART 1A
                          FURTHER CONDITIONS PRECEDENT

1.       A certified copy of the constitutional documents, including the by-laws
         and certificate and articles of incorporation of The Image Bank Inc.

2.       A certified copy of a resolution of the board of directors of the
         Parent approving the terms of and the transactions contemplated by the
         Acquisition Agreements to which it is a party.

3.       A certified copy of a resolution of the board of directors of The Image
         Bank, Inc approving the terms of and the transactions contemplated by
         the Finance Documents to which it is a party and resolving that it
         execute each such Finance Document and authorising a named person or
         persons do so on its behalf.


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4.       A certificate signed by an authorised signatory of the Parent on its
         behalf to the effect that:

         (i)      the Acquisition  was completed on or about 22nd November,
                  1999;

         (ii)     completion of the Acquisition has not, in the opinion of the
                  executive directors of the Parent, materially and adversely
                  impacted on the ability of the enlarged Group to comply with
                  the financial covenants set out in Clause 20 (Financial
                  Covenants) until the Final Maturity Date; and

         (iii)    all regulatory approvals and authorisations necessary or
                  desirable in connection with the TIB Acquisition have been
                  obtained.

5.       A certified copy of the following duly executed documents:

         (a)      the Acquisition Agreements and the press announcement in
                  connection with the TIB Acquisition; and

         (b)      the Prospectus.

6.       Satisfactory results of all company searches and land priority/charge
         searches relating to the Acquired Assets.

7.       A certified copy of the Base Financial Statements.

8.       A Guarantor Accession Agreement duly executed by The Image Bank, Inc.

9.       At least two originals of each of the Security Documents duly executed
         by The Image Bank, Inc. and each other party thereto, together with
         such legal opinions as the Facility Agent may reasonably require, stock
         powers executed in blank and title documents (if any) relating to
         assets charged by the Security Documents which are contemplated to be
         delivered to the Security Agent and copies of all notices required to
         be despatched pursuant to the Security Documents."

2.       EFFECTIVE DATE

         The effective date for this letter shall be the date on which the
         Facility Agent receives a copy of this letter duly countersigned by all
         parties hereto (the "EFFECTIVE DATE").

3.       REPRESENTATIONS AND WARRANTIES

         The Obligors' Agent, on behalf of each Obligor, represents on the date
         hereof to each Finance Party in the same terms set out in Clause 18
         (Representations and Warranties) of the Credit Agreement (with the
         exception of those representations and warranties referred to in Clause
         18.2) and to any Hedging Bank and the Overdraft Bank in the same terms
         as set out in Clause 18.1(a), (b), (c), (d), (f), (q) and (x) with
         reference to the facts and circumstances now existing. Any reference to
         Finance Documents in that Clause shall be construed so as to include
         this letter and the Credit Agreement as amended by this letter.


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4.       INTERPRETATION

         Save as amended by this letter, each of the Finance Documents shall
         remain in full force and effect. References in the Credit Agreement to
         "this Agreement", "hereof", "hereunder" and expressions of similar
         import shall be deemed to be references to the Credit Agreement as
         amended by this letter. Reference in any Finance Document to the Credit
         Agreement shall be construed as references to the Credit Agreement as
         amended by this letter.

5.       COUNTERPARTS

         This letter may be executed in counterparts each of which, when taken
         together, shall constitute one and the same agreement.

6.       EXPENSES

         The Obligors' Agent shall on demand (without double counting under
         Clause 24.1(a) (Initial and special costs)) pay to the Facility Agent,
         for the account of the relevant Finance Party, the amount of all
         reasonable costs and expenses (together with value added tax or any
         similar tax thereon) and including, without limitation, the fees and
         expenses of the Facility Agent's legal advisers incurred in connection
         with the negotiation, preparation, printing and execution of this
         letter.

7.       FINANCE DOCUMENT

         This letter is designated by each party as a Finance Document.

8.       MISCELLANEOUS

         The provisions of Clauses 32 (Severability), 34 (Notices) and 35
         (Jurisdiction) of the Credit Agreement shall be deemed to be
         incorporated into this letter as if expressly set out herein (mutatis
         mutandis).

9.       LAW

         This letter shall be governed by and shall be construed in accordance
         with English law.



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Yours faithfully,


----------------------
For and on behalf of
HSBC INVESTMENT BANK plc
as Facility Agent

By:      JOHN HAIRE


For and on behalf of
HSBC BANK plc
as Bank and Overdraft Bank

By:      A.O. THOMAS



AGREED AND ACCEPTED BY:


SUZANNE PAGE
------------------------------
For and on behalf of
GETTY IMAGES, INC.
as Obligors' Agent


For itself and on behalf of the other Obligors set out below:


PhotoDisc, Inc
Art.com, Inc.
Eyewire, Inc.
Tony Stone Images/America, Inc.
Tony Stone Images/Chicago, Inc.
Tony Stone Images/New York, Inc.
Tony Stone Images/Los Angeles, Inc.
3032097 Nova Scotia Limited
Getty Communications Group Finance Limited
Getty Communications Limited
Getty Images Limited