Page 18 of 22 Pages
EXHIBIT CC
AGREEMENT
This Agreement (this "Agreement") is dated as of March 1, 2002, and is
among Gemini Systems Corporation N.V., a company organized under the laws of the
Netherlands Antilles (`Gemini"), Toscal N.V., a company organized under the laws
of the Netherlands Antilles ("Toscal"), OZF Ltd., a company organized under the
laws of the British Virgin Islands ("OZF"), Visionvest Corporation N.V., a
company organized under the laws of the Netherlands Antilles and a wholly-owned
subsidiary of Toscal (Visionvest"), Walthroup Corporation N.V., a company
organized under the laws of the Netherlands Antilles and a wholly-owned
subsidiary of Toscal ("Walthroup"), Xxxxxxx Corporation N.V., a company
organized under the laws of the Netherlands Antilles and a wholly-owned
subsidiary of Toscal ("Xxxxxxx", and together with Gemini, Toscal, OZF,
Visionvest and Walthroup, the "LFT Shareholders"), S-C Indigo CV, a limited
partnership organized under the laws of the Netherlands Antilles ("S-C"),
Hewlett-Packard Europe B.V., a company organized under the laws of the
Netherlands ("HP Europe"), Hewlett-Packard Company, a company organized under
the laws of Delaware ("HP"), and Indigo N.V., a company organized under the laws
of the Netherlands (the "Company", and together with the LFT Shareholders, S-C,
HP Europe and HP, each a "Party" and collectively, the "Parties"). Capitalized
terms not otherwise defined herein shall have the meaning ascribed to such terms
in the Shareholders' Agreement (defined below).
WHEREAS, the Parties have entered into that certain Shareholders'
Agreement (the "Shareholders' Agreement") dated as of September 13, 2000;
WHEREAS, HP and Indigo have entered into that certain Offer Agreement
(the "Offer Agreement") dated as of September 6, 2001, and amended as of
February 13, 2002, pursuant to which HP has commenced an exchange offer (the
"Offer") to acquire all of the outstanding Common Shares;
Page 19 of 22 Pages
WHEREAS, the LFT Shareholders and HP have entered into that certain
Tender and Option Agreement (the "Tender and Option Agreement") dated as of
September 6, 2001;
WHEREAS, S-C and HP have entered into that certain Tender Agreement
(the "Tender Agreement") dated as of September 6, 2001;
WHEREAS, the LFT Shareholders, HP and certain other shareholders of the
Company have entered into that certain Voting Agreement (the "LFT Voting
Agreement") dated as of September 6, 2001;
WHEREAS, S-C and HP have entered into that certain Voting Agreement
(the "S-C Voting Agreement", and together with the Tender and Option Agreement,
the Tender Agreement and the LFT Voting Agreement, the "Voting and Tender
Agreements") dated as of September 6, 2001; and
WHEREAS, the Parties desire to make certain changes to, and clarify
particular issues with respect to, the Shareholders' Agreement to, in part,
avoid potential conflicts with the Voting and Tender Agreements.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, and for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties hereby agree as follows:
1. The transactions contemplated by the Voting and Tender Agreements
including, but not limited to, those provisions of the Voting and Tender
Agreements permitting the subsequent transfer(s) of Shares (as defined in the
Voting and Tender Agreements) to transferees who agree to be bound by the
provisions of the Voting and Tender Agreements, may be effected without
compliance with, and shall not be deemed to violate, the restrictions on
transfer contained in Sections 3.2, 3.3 and 3.4 of the Shareholders' Agreement.
2. Notwithstanding the transfers referenced in Section 1 above, for
purposes of determining ownership in Section 5.1 of the Shareholders' Agreement,
Common Shares and Common Share Equivalents held by Xxxxxx Xxxxx, an individual,
Geosor Corporation, a New York corporation, or the Open Society Institute, a New
York trust, shall be deemed to be held by S-C, and Common Shares and Common
Share Equivalents held by any wholly-owned subsidiary of the Oscar & Zlata
Foundation shall be deemed to be held by the LFT Shareholders.
3. Upon the Closing (as defined in the Offer Agreement) of the Offer,
the Shareholder's Agreement shall be deemed to have terminated and shall no
longer be in force and effect.
4. The Parties hereby confirm that this Agreement, and the transactions
contemplated by the Offer Agreement and the Voting and Tender Agreements, shall
not be deemed to violate Article 4 of the Shareholders' Agreement.
Page 20 of 22 Pages
5. The provisions hereof shall be deemed to supplement and amend the
relevant provisions of the Shareholders' Agreement. Notwithstanding the
foregoing, the remaining provisions of the Shareholders' Agreement shall
continue in full force and effect.
6. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of New York applicable to contracts executed in and
to be performed in that State.
7. This Agreement may be executed in one or more counterparts, and by
the different Parties in separate counterparts, each of which when executed
shall be deemed to be an original but all of which taken together shall
constitute one and the same agreement.
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Page 21 of 22 Pages
IN WITNESS WHEREOF, the Parties have caused this Agreement to be
executed by their duly authorized representatives as of the day and year first
written above.
INDIGO N.V.
By: /s/ Rafi Maor
------------------------------------
Name: Rafi Maor
Title: President/Chief Operating
Officer
HEWLETT-PACKARD EUROPE B.V.
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Managing Director
HEWLETT-PACKARD COMPANY
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Assistant Secretary
TOSCAL N.V.
By: /s/ Tis Prager
------------------------------------
Name: Tis Prager
Title: Director
VISIONVEST CORPORATION N.V.
By: /s/ Xxx Xxxxxxx
------------------------------------
Name: Xxx Xxxxxxx
Title: Director
Page 22 of 22 Pages
GEMINI SYSTEMS CORPORATION N.V.
By: /s/ Tis Prager
------------------------------------
Name: Tis Prager
Title: Director
S-C INDIGO CV
By: /s/ Xxxxxxx X. Xxxxxxx, Xx.
----------------------------------
Name: Xxxxxxx X. Xxxxxxx, Xx.
Title: Authorized Signatory
OZF LTD.
By: /s/ Tis Prager
----------------------------------
Name: Tis Prager
Title: Director
WALTHROUP CORPORATION N.V.
By: /s/ Xxx Xxxxxxx
----------------------------------
Name: Xxx Xxxxxxx
Title: Director
XXXXXXX CORPORATION N.V.
By: /s/ Xxx Xxxxxxx
----------------------------------
Name: Xxx Xxxxxxx
Title: Director
