AMENDMENT NO. 1 TO
INDEMNIFICATION AGREEMENT
AMENDMENT NO. 1 TO INDEMNIFICATION AGREEMENT, dated s of October __,
1998 among Lumen Technologies, Inc, (f/k/a BEC Group, Inc.), a Delaware
corporation ("ALumen"), ILC Technology, Inc. (f/k/a BILC Acquisition Corp.), a
Delaware corporation and a wholly-owned subsidiary of Lumen ("Acquisition"), and
Bolle Inc., a Delaware corporation ("Bolle").
W I T N E S S E T H
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WHEREAS, Lumen, Acquisition and Bolle are parties to that certain
Indemnification Agreement, dated as of October 1, 1997 (the "Indemnification
Agreement"); and
WHEREAS, Lumen, Acquisition and Bolle have agreed that the
Indemnification Agreement be amended to clarify certain provisions upon the
terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements herein contained, and intending to be legally bound
hereby, the parties do hereby agree as follows:
1. The definition of Subsidiaries or Subsidiary contained on page 3 of
the Indemnification Agreement is hereby amended by deleting such definition in
its entirety and inserting the following in lieu thereof:
""Subsidiaries" or "Subsidiary" of a person or entity means any
entity or entities 505 or more of which is directly or indirectly
owned or which are controlled by such person or entity prior to the
date of this Agreement and, in the case of BEC, includes Voltarc."
2. Section 2(a)(i) of the Indemnification Agreement is hereby amended
by deleting such Section in its entirety and inserting the following in lieu
thereof:
"(i)(x)BEC and its Subsidiaries, excluding (1) for the avoidance of
any doubt, any liability (contingent or otherwise) relating to BEC's
8% Convertible Subordinated Notes due 2002, and (2) the ORC Business
for purposes of this Section 2(a)(i)(x), up until the Spinoff,
whether or not the Loss is based upon any breach of any agreement,
obligation, covenant or warranty in this Agreement by the
Indemnified Parties or the Indemnifying Parties or any
misrepresentation by any of them contained in the Merger Agreement
or this Agreement or any set of facts, which is disclosed in any
section of the Merger Agreement or any agreements, schedules or
documents referred to therein, and (y) Bolle and its Subsidiaries or
their respective successors, subsequent to the Spinoff;"
3. Section 2(a)(iii) of the Indemnification Agreement is here by
amended by adding the following at the end of such Section:
"Notwithstanding anything to the contrary contained in this
Agreement or this Section 2(a)(iii), it is understood and agreed
that Voltarc shall not be considered a Subsidiary of BEC for any
purposes of this Section 2(a)(iii)."
4. Capitalized terms used but not defined in this Agreement No. 1 to
the Indemnification Agreement shall have the respective meanings ascribed
thereto in the Indemnification Agreement.
5. Except as expressly amended by this Amendment No. 1 to the
Indemnification Agreement, the Indemnification Agreement shall remain in full
force and effect as the same was in effect immediately prior to the
effectiveness of this Amendment No. 1 to the Indemnification Agreement.
6. This Amendment No. 1 to the Indemnification Agreement shall be
governed and construed on the same basis as the Indemnification Agreement, as
set forth therein.
IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to the
Indemnification Agreement to be executed as of the date first written above by
their respective officers thereunto duly authorized.
LUMEN TECHNOLOGIES, INC.
By: /s/ Martin E. Franklin
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Name: Martin E. Franklin
Title: Chairman
ILC TECHNOLOGY, INC.
By: /s/ Ian Ashken
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Name: Ian Ashken
Title: Vice President
BOLLE INC.
By: /s/ Ian Ashken
--------------------------
Name: Ian Ashken
Title: CFO