Page 49 of 49 Pages
September 13, 2000
Benzion Landa
Indigo N.V.
P.O. Box 150
Kiryat Weizmann
Rehovot 76101, Israel
Dear Benny:
This will confirm the S-Indigo C.V.'s agreement to convert all of its
2,158,160 Series A Convertible Preferred Shares of Indigo N.V. (the "Preferred
Shares") on the following terms:
The Preferred Shares shall be converted into $8,961,915.10 of cash and
4,754,886 common shares of Indigo N.V. (the "Common Shares"). If S-C Indigo C.V.
chooses, it may reduce the amount of cash it receives and increase the amount of
Common Shares at a rate of $7.27 per share.
In the event that any better terms of exchange are offered to any
other holder of Preferred Shares, S-C Indigo C.V. shall receive such more
favorable terms.
I understand that you will be relying on this undertaking and
disclosing such information in your public announcement of the proposed
transaction with Eagle. I further understand that this conversion will not be
completed in the event the transaction with Eagle is not completed.
Very truly yours,
S-C Indigo C.V.
By: S-C Indigo II C.V.
General Partner
By: S-C Graphics, Inc.
General Partner
By: /S/ PETER A. HURWITZ
--------------------
Peter A. Hurwitz
Vice President
