EXHIBIT 99.1
LOCK-UP AGREEMENT
This LOCK-UP AGREEMENT (this "AGREEMENT") is made and entered into by
and between the undersigned and Sun Sportswear, Inc., a Washington corporation
("SUN").
WHEREAS, the undersigned is the record and beneficial owner of shares
of the issued and outstanding common stock of Sun;
WHEREAS, Sun and BSI Holdings, Inc., a Delaware corporation ("BSI"),
have entered into that certain Plan and Agreement of Merger, dated as of
November 13, 1996, as amended by the First Amendment to Plan and Agreement of
Merger, dated as of December 13, 1996 (the "MERGER AGREEMENT"), which provides,
among other things, for the merger of BSI with and into Sun (the "MERGER"); and
WHEREAS, pursuant to Section 5.1.13 of the Merger Agreement, the
consummation of the Merger is subject to the condition that the undersigned
execute and deliver an agreement in the form of this Agreement.
NOW, THEREFORE, in consideration of the matters set forth in the
foregoing recitals and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, and for the purposes stated in
this Agreement and the Merger Agreement, the undersigned hereby agrees as
follows:
1. The undersigned will not, at any time during the 180-day period
commencing immediately after the Merger becomes effective in accordance with the
Merger Agreement, offer, sell, contract to sell, grant an option to purchase or
otherwise dispose of any shares of Sun common stock, no par value, or any shares
issued to the undersigned in the Merger (or the reincorporation contemplated
thereby), held by it immediately after the effective date of the Merger (and the
reincorporation contemplated thereby) (the "SUN STOCK"); provided, however, that
the foregoing restriction shall not apply to any disposition effected:
(a) by operation of law; provided, however, that the transferee agrees
to be bound by the provisions of this Agreement;
(b) pursuant to a tender offer or exchange offer made by, or any other
transaction resulting in more than 50% of the Sun Stock being owned by, any
person or entity or any group (as defined in Section 13 of the Securities
Exchange Act of 1934, as amended, and the rules and regulations
thereunder); or
(c) by virtue of any statutory merger or consolidation in which Sun is
a constituent corporation, or pursuant to an exercise of dissenters' rights
applicable to any statutory merger or consolidation in which Sun is a
constituent corporation;
(d) after Sun (i) voluntarily commences any proceeding or files any
petition under any bankruptcy, insolvency or similar law seeking
dissolution or reorganization or the appointment of a receiver, trustee,
custodian or liquidator for it or a substantial portion of its property,
assets or business or to effect a plan or other arrangement with its
creditors, (ii) fails to have an involuntary petition filed against it in
any bankruptcy, insolvency or similar proceeding dismissed within forty-
five (45) days of such filing or if Sun admits the material allegations
thereof within such period, or (iii) is adjudicated bankrupt or makes a
general assignment for the benefit of its creditors or consents to, or
acquiesces in the appointment of, a receiver, trustee, custodian or
liquidator for a substantial portion of its property, assets or business;
or
(e) with an entity that controls, or is controlled by, or is under
common control with, the undersigned; provided, however, that the
transferee agrees to be bound by the provisions of this Agreement.
2. This Agreement is being entered into by the undersigned for the
sole and exclusive benefit of Sun and none of the provisions of this Agreement
shall be for the benefit of, or confer any rights or remedies upon, any other
person or entity.
3. This Agreement shall extend to, and be binding upon, each party's
respective successors and assigns.
4. No provision of this Agreement shall be interpreted or construed
against the undersigned or Sun solely because the undersigned, Sun, or their
respective counsel drafted such provision.
5. Anything herein to the contrary notwithstanding, no officer,
director, partner, shareholder or employee of the undersigned shall have any
personal liability (whether at law or in equity) for any breach of the
Agreement, it being specifically understood and agreed that recourse for any
breach of this Agreement shall be limited solely to the assets of the
undersigned.
6. This Agreement may not be revoked, rescinded, terminated or
amended in any respect without the prior written consent of Sun and the
undersigned.
7. The undersigned hereby represents and warrants to Sun that it has
full power and authority to execute and deliver this Agreement and that, upon
the request of Sun, the
undersigned will execute and deliver to Sun any additional documents which such
requesting party reasonably deems necessary or desirable in connection with the
enforcement hereof.
IN WITNESS WHEREOF, the undersigned and Sun have each executed this
Agreement as of the date set forth below, to be effective as of the date of the
Merger.
Dated: March 14, 1997
Bank of America NT & SA,
doing business as Seafirst Bank
By:_____________________________________
Name:___________________________________
Title:__________________________________
AGREED AND ACCEPTED:
Sun Sportswear, Inc.
By:__________________________________
Name:________________________________
Title:_______________________________
