EXHIBIT 6
December 15, 1997
Xx. Xxxxxx Xxxxx
Xx. Xxxxxxx Xxxxx
Xx. Xxxxxx Bolle
Xx. Xxxxxxxx Xxxxx Passaquay
Xx. Xxxxxxxx Xxxxx
Xxx. Xxxxxxxxxx Xxxxx
Re:
Dear Sirs/Madame:
With regard to my letter, dated July 9, 1997, a copy of which is attached
hereto as Exhibit I, please be advised that all representations and agreements
set forth in said letter shall apply both to those shares I own of BEC Group,
Inc. (to be named "Lumen Technologies, Inc." in the future) common stock
referenced therein and shares of common stock of Bolle Inc. I may own hereafter
as a result of the proposed spinoff of Bolle Inc.
Very truly yours,
/s/ Xxxxxx X. Xxxxxxxx
Xxxxxx X. Xxxxxxxx
EXHIBIT I
[TO BE EXECUTED AT CLOSING]
July 9th, 1997
To the Series A
Preferred Stockholders
listed on the signature
pages hereof:
Re: BEC Group, Inc./Acquisition of Bolle
Etablissements S.N.C. ("Bolle France")
--------------------------------------
Gentlemen:
The undersigned is the owner of 1,295,564 shares (the "Shares") of
Common Stock, $.01 par value per share ("Common Stock") of BEC Group, Inc. (the
"Company"). The undersigned understands that the Company intends to acquire all
of the issued and outstanding shares of Bolle France (the "Transactions")
pursuant to the terms of the Share Purchase Agreement (the "Agreement"), dated
June 4, 1997, as amended, among BEC Group, Inc., Bolle Inc. and the Sellers
therein named.
In order to induce you to close the Transactions contemplated in the
Agreement, the undersigned agrees, for the benefit of the Company and you, that
immediately following the closing of the Transactions, the undersigned will
not, without the prior written consent of the holders of at least 90% of the
then outstanding shares of Series A Preferred Stock (the "90% Holders"), sell
any of the Shares owned by the undersigned on the date hereof until the date
that all of the shares of Series A Preferred Stock or the Subordinated Debt (as
defined in the Certificate of Designation of the Series A Preferred Stock as
filed with the Secretary of State of Delaware as of the date hereof (the
"Certificate")) including all accrued but unpaid dividends and/or interest, if
any, are redeemed in full (whether in cash or other cash equivalent accepted by
all of the Holders) by the Company.
Notwithstanding the foregoing, the undersigned may transfer any shares
either (i) to his immediate family members, or (ii) to trusts for his sole
benefit or the sole benefit of such immediate family members and to
partnerships in which such immediate family members and/or trusts are sole
partners; provided, however, that prior to any such transfer, each transferee
shall execute an agreement, whereby each transferee shall agree to receive and
hold such Shares subject to the restrictions set forth herein. In addition, the
undersigned may transfer any Shares (i) on death by Will or intestacy; (ii) to
charitable foundations up to a value of $50,000 per annum; or
(iii) in transactions involving all the stockholders of the Company on a pro
rata basis, provided, however, that in the event of any such transaction which
results in the undersigned receiving any stock consideration in exchange for
the Shares, in part or in whole, such stock consideration received shall be
subject to the restrictive provisions set forth herein. For the purposes of
this paragraph, "immediate family" shall mean the spouse, lineal descendant,
father, mother, brother or sister of the undersigned.
Notwithstanding anything to the contrary contained herein, in the
event of a partial redemption of the Series A Preferred Stock or Subordinated
Debt, as the case may be, (whether in cash or other cash equivalent accepted by
all of the Holders) the undersigned shall be permitted to sell his Shares on a
pro rata basis in proportion to the aggregate Liquidation Preference (as
defined in the Certificate) of such number of shares of Series A Preferred
Stock redeemed and/or the principal amount of the Subordinated Debt that is
repaid (whether in cash or other cash equivalent accepted by all of the
Holders) compared to the aggregate Liquidation Prefernce of the total number of
shares of such Series A Preferred Stock originally issued.
The undersigned confirms that he understands that the holders of the
Series A Preferred Stock of the Company will rely upon the representations set
forth in this agreement in proceeding with the Transaction. This letter
agreement shall be binding on the undersigned.
Very truly yours,
[by] /s/ Ian G.H. Xxxxxx
Xxxxxx X. Xxxxxxxx
-2-
The foregoing is accepted and agreed to as of the date first above written:
By: /s/ Xxxxxx Xxxxx
------------------------------------
Xxxxxx Xxxxx
00 Xxxxx xx Xxxxxxx
00000 Oyonnax
By: /s/ Xxxxxxx Xxxxx
------------------------------------
Xxxxxxx Xxxxx
00 Xxx Xxxxxxx
00000 Xxxxxxx
By: /s/ Franck Bolle
------------------------------------
Franck Bolle
4 Boulevard Xxxxx
01100 Oyonnax
By: /s/ Xxxxxxxx Xxxxx
------------------------------------
Xxxxxxxx Xxxxx
0 Xxx xx Xxxxxxx xx Xxxxxx
00000 Oyonnax
By: /s/ Xxxxxxxx Xxxxx
------------------------------------
Xxxxxxxx Xxxxx
00 Xxx, Xxxxxxxxx xx xx Xxxxxxxx
00000 Xxxxxxx-xxx Scinc
By: /s/ Xxxxxxxxxx Xxxxx
------------------------------------
Xxxxxxxxxx Xxxxx
0 Xxx Xxxxxxxx
00000 Xxxxxx
-3-
