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EXHIBIT 1.1
EXECUTION COPY
$150,000,000
COMMERCIAL VEHICLE GROUP, INC.
8% SENIOR NOTES DUE 2013
PURCHASE AGREEMENT
June 29, 2005
CREDIT SUISSE FIRST BOSTON LLC
As Representative of the several Purchasers,
c/o Credit Suisse First Boston LLC,
Eleven Madison Avenue,
New York, N.Y. 10010-3629
Dear Sirs:
1. Introductory. Commercial Vehicle Group, Inc., a Delaware
corporation
(the "COMPANY"), proposes, subject to the terms and conditions
stated herein, to
issue and sell to the several initial purchasers named in
Schedule A hereto (the
"PURCHASERS") U.S. $150,000,000 principal amount of its 8%
Senior Notes due 2013
("OFFERED SECURITIES") to be issued under an indenture, to be
dated as of July
6, 2005 (the "INDENTURE"), among the Company, the Guarantors (as
defined below)
and U.S. Bank National Association, as trustee (the "TRUSTEE").
The United
States Securities Act of 1933, as amended, is herein referred to
as the
"SECURITIES ACT." The United States Securities Exchange Act of
1934, as amended,
is herein referred to as the "EXCHANGE ACT." The Offered
Securities will be
unconditionally guaranteed (the "GUARANTEES") on a senior
unsecured basis by
each of the entities listed on Schedule B hereto (each a
"GUARANTOR" and
together, the "GUARANTORS").
Concurrently with the issuance of the Offered Securities, the
Company will
obtain an amendment to the Credit Agreement by and among, the
Company, certain
of its subsidiaries, the lenders referred to therein, U.S. Bank
National
Association, as administrative agent, and Comerica Bank, as
syndication agent,
dated as of August 10, 2004, in order to permit the issuance of
the Offered
Securities and the use of the proceeds therefrom (the "CREDIT
AGREEMENT
AMENDMENT").
The holders of the Offered Securities will be entitled to the
benefits of
a Registration Rights Agreement to be dated the Closing Date (as
defined below)
among the Company, the Guarantors and the Representative (the
"REGISTRATION
RIGHTS AGREEMENT"), pursuant to which the Company and the
Guarantors agree to
file (i) a registration statement with the Securities and
Exchange Commission
(the "COMMISSION") with respect to a proposed offer to the
holders of the
Offered Securities, to issue and deliver to such holders, in
exchange for the
Offered Securities, a like aggregate principal amount of
registered debt
securities (the "EXCHANGE SECURITIES") of the Company issued
under the Indenture
and identical in all material respect to the Offered Securities
(except for the
transfer restrictions relating to the Offered Securities), and
(ii) a shelf
registration statement pursuant to Rule 415 under the Securities
Act under
certain circumstances specified in the Registration Rights
Agreement.
The Company and the Guarantors hereby agree with the several
Purchasers as
follows:
2. Representations and Warranties of the Company and the
Guarantors. Each
of the Company and the Guarantors, jointly and severally,
represents and
warrants to, and agrees with, the several Purchasers that:
(a) A preliminary offering circular and an offering circular
relating to the Offered Securities to be offered by the
Purchasers have
been prepared by the Company. Such preliminary offering
circular
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(the "PRELIMINARY OFFERING CIRCULAR") and offering circular (the
"OFFERING
CIRCULAR"), as supplemented as of the date of this Agreement,
are
hereinafter collectively referred to as the "OFFERING DOCUMENT".
On the
date of this Agreement, the Offering Document does not, and on
the Closing
Date (as defined below), the Offering Document will not, include
any
untrue statement of a material fact or omit to state any
material fact
necessary in order to make the statements therein, in the light
of the
circumstances under which they were made, not misleading. The
preceding
sentence does not apply to statements in or omissions from the
Offering
Document based upon written information furnished to the Company
by any
Purchaser through Credit Suisse First Boston LLC ("CSFB")
specifically for
use therein, it being understood and agreed that the only such
information
is that described as such in Section 7(b) hereof.
(b) The Company has been duly incorporated and is an
existing
corporation in good standing under the laws of the State of
Delaware, with
power and authority (corporate and other) to own its properties
and
conduct its business as described in the Offering Document; and
the
Company is duly qualified to do business as a foreign
corporation in good
standing in all other jurisdictions in which its ownership or
lease of
property or the conduct of its business requires such
qualification,
except where the failure to be so qualified would not have a
material
adverse effect on the condition (financial or other), business,
properties
or results of operations of the Company and its subsidiaries,
taken as a
whole (a "MATERIAL ADVERSE EFFECT").
(c) Each subsidiary of the Company has been duly incorporated
and is
an existing corporation in good standing under the laws of
the
jurisdiction of its incorporation, with corporate power and
authority to
own or lease its properties and conduct its business as
described in the
Offering Document; and each subsidiary of the Company is duly
qualified to
do business as a foreign corporation in good standing in all
other
jurisdictions in which its ownership or lease of property or the
conduct
of its business requires such qualification, except where the
failure to
be so qualified would not have a Material Adverse Effect; all of
the
issued and outstanding capital stock of each subsidiary of the
Company has
been duly authorized and validly issued and, in the case of
each
subsidiary that is organized as a corporation, is fully paid
and
nonassessable; all capital contributions with respect to the
outstanding
membership interests of each subsidiary of the Company that is a
limited
liability company have been made to such subsidiary; and the
capital stock
of each subsidiary owned by the Company, directly or through
subsidiaries,
is owned free from liens, encumbrances and defects (other than
transfer
restrictions imposed under applicable securities laws and liens
granted to
the lenders under the Revolving Credit and Term Loan Agreement
dated as of
August 10, 2004, among the Company, certain of its subsidiaries,
U.S. Bank
National Association, as administrative agent, Comerica Bank,
as
syndication agent, and the lenders party thereto, as amended
(the "CREDIT
AGREEMENT").
(d) The Indenture has been duly authorized by the Company and
the
Guarantors; the Offered Securities have been duly authorized by
the
Company; and when the Offered Securities are delivered and paid
for
pursuant to this Agreement on the Closing Date, the Indenture
will have
been duly executed and delivered by the Company and the
Guarantors, such
Offered Securities will have been duly executed, issued and
delivered by
the Company, the Indenture and the Offered Securities will
conform to the
description thereof contained in the Offering Circular and the
Indenture
(assuming due authorization, execution and delivery by the
Trustee) and
such Offered Securities (assuming due authentication and
delivery by the
Trustee) will constitute valid and legally binding obligations
of the
Company and the Guarantors, enforceable in accordance with their
terms,
subject to bankruptcy, insolvency, fraudulent transfer,
reorganization,
moratorium and similar laws of general applicability relating to
or
affecting creditors' rights and to general equity
principles.
(e) The Exchange Securities have been duly authorized by the
Company
and the Guarantors; and when the Exchange Securities are issued,
executed,
authenticated and delivered in accordance with the terms of the
Registered
Exchange Offer (as defined in the Registration Rights Agreement)
and the
Indenture, the Exchange Securities will be entitled to the
benefits of the
Indenture and will be the valid and legally binding obligations
of the
Company and the Guarantors, enforceable in accordance with their
terms,
subject to bankruptcy, insolvency, fraudulent transfer,
reorganization,
moratorium and similar laws of general applicability relating to
or
affecting creditors' rights and to general equity
principles.
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(f) The Guarantee of the Offered Securities by each of the
Guarantors has been duly authorized by each Guarantor. The
Guarantee of
each Guarantor of the Offered Securities, when issued, will
conform to the
description thereof contained in the Offering Circular. When the
Offered
Securities have been issued, executed, authenticated and
delivered in
accordance with the terms of this Agreement and the Indenture,
the
Guarantee of each Guarantor with respect to such Offered
Securities will
constitute a valid and legally binding obligation of such
Guarantor,
enforceable in accordance with its terms, subject to
bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and
similar
laws of general applicability relating to or affecting
creditors' rights
and to general equity principles.
(g) The Guarantee of the Exchange Securities by each of the
Guarantors (each an "Exchange Security Guarantee" and together,
the
"Exchange Security Guarantees") has been duly authorized by
each
Guarantor. When the Exchange Security Guarantees have been
issued,
executed and authenticated in accordance with the terms of the
Registered
Exchange Offer and the Indenture, the Exchange Security
Guarantee of each
Guarantor will constitute a valid and legally binding obligation
of such
Guarantor, enforceable in accordance with its terms, subject
to
bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium
and similar laws of general applicability relating to or
affecting
creditors' rights and to general equity principles.
(h) This Agreement has been duly authorized, executed and
delivered
by the Company and the Guarantors.
(i) The Registration Rights Agreement has been duly authorized
by
the Company and each of the Guarantors and, on the Closing Date,
will have
been duly executed and delivered by the Company and each of
the
Guarantors. When the Registration Rights Agreement has been duly
executed
and delivered by the Company and the Guarantors, and assuming
due
authorization, execution and delivery of such agreement by the
Purchasers,
it will constitute the valid and legally binding agreement of
the Company
and each of the Guarantors, enforceable against the Company and
the
Guarantors in accordance with its terms, subject to
bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and
similar
laws of general applicability relating to or affecting
creditors' rights
and to general equity principles. On the Closing Date, the
Registration
Rights Agreement will conform as to legal matters to the
description
thereof in the Offering Circular.
(j) Except as disclosed in the Offering Document, there are
no
contracts, agreements or understandings between the Company or
any
Guarantor and any person that would give rise to a valid claim
against the
Company or any Guarantor or any Purchaser for a brokerage
commission,
finder's fee or other like payment in connection with this
offering.
(k) No consent, approval, authorization, or order of, or
filing
with, any governmental agency or body or any court is required
for the
consummation of the transactions contemplated by this Agreement
and the
Registration Rights Agreement in connection with the issuance
and sale of
the Offered Securities by the Company or the issuance of the
Guarantees by
the Guarantors, except for the order of the Commission declaring
the
Exchange Offer Registration Statement or the Shelf Registration
Statement
(each as defined in the Registration Rights Agreement) effective
and,
except for such consents, approvals, authorizations, orders or
filings (i)
that shall have been obtained or made prior to the Closing Date
and (ii)
as may be required under applicable state securities laws.
(l) The execution, delivery and performance of the Indenture,
this
Agreement, the Registration Rights Agreement, and the Credit
Agreement
Amendment and the issuance and sale of the Offered Securities
and
compliance with the terms and provisions thereof will not result
in a
breach or violation of any of the terms and provisions of, or
constitute a
default under, (a) any statute, any rule, regulation or order of
any
governmental agency or body or any court, domestic or foreign,
having
jurisdiction over the Company or any subsidiary of the Company
or any of
their properties, or (b) any agreement or instrument to which
the Company
or any such subsidiary is a party or by which the Company or any
such
subsidiary is bound or to which any of the properties of the
Company or
any such subsidiary is subject, or (c) the charter or by-laws of
the
Company or any such subsidiary, other than, in the case of (a)
and (b),
conflicts or
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breaches that, individually or in the aggregate, would not
reasonably be
expected to have a Material Adverse Effect.
(m) Except as disclosed in the Offering Document, the Company
and
its subsidiaries have good and marketable title to all real
properties and
all other properties and assets owned by them, in each case free
from
liens, encumbrances and defects the enforcement of which would
reasonably
be expected to have a Material Adverse Effect; and except as
disclosed in
the Offering Document, the Company and its subsidiaries hold any
leased
real or personal property under valid and enforceable leases
with no
exceptions that would materially interfere with the use made or
to be made
thereof by them and no material default has occurred or is
continuing
under any material lease to which the Company or any of its
subsidiaries
is a party.
(n) The Company and its subsidiaries possess adequate
certificates,
authorizations or permits issued by appropriate governmental
agencies or
bodies necessary to conduct the business now operated by them,
except for
such certificates, authorizations or permits the absence of
which,
individually or in the aggregate, would not have a Material
Adverse Effect
and have not received any notice of proceedings relating to the
revocation
or modification of any such certificate, authorization or permit
that, if
determined adversely to the Company or any of its subsidiaries,
would
individually or in the aggregate have a Material Adverse
Effect.
(o) No labor dispute with the employees of the Company or
any
subsidiary exists or, to the knowledge of the Company, is
imminent that
would reasonably be expected to have a Material Adverse
Effect.
(p) The Company and its subsidiaries own, possess or can acquire
on
reasonable terms, adequate trademarks, trade names and other
rights to
inventions, know-how, patents, copyrights, confidential
information and
other intellectual property (collectively, "INTELLECTUAL
PROPERTY RIGHTS")
necessary to conduct the business now operated by them, or
presently
employed by them, and have not received any notice of
infringement of or
conflict with asserted rights of others with respect to any
intellectual
property rights that, if determined adversely to the Company or
any of its
subsidiaries, would individually or in the aggregate reasonably
be
expected to have a Material Adverse Effect.
(q) Except as disclosed in the Offering Document, neither
the
Company nor any of its subsidiaries is in violation of any
statute, any
rule, regulation, decision or order of any governmental agency
or body or
any court, domestic or foreign, relating to the use, disposal or
release
of hazardous or toxic substances or relating to the protection
or
restoration of the environment or human exposure to hazardous or
toxic
substances (collectively, "ENVIRONMENTAL LAWS"), owns or
operates any real
property contaminated with any substance that is subject to
any
environmental laws, is liable for any off-site disposal or
contamination
pursuant to any environmental laws, or is subject to any claim
relating to
any environmental laws, which violation, contamination,
liability or claim
would individually or in the aggregate have a Material Adverse
Effect; and
the Company is not aware of any pending investigation which
might lead to
such a claim.
(r) Except as disclosed in the Offering Document, there are
no
pending actions, suits or proceedings against or affecting the
Company,
any of its subsidiaries or any of their respective properties
that, if
determined adversely to the Company or any of its subsidiaries,
would
individually or in the aggregate have a Material Adverse Effect,
or would
materially and adversely affect the ability of the Company to
perform its
obligations under the Indenture, this Agreement or the
Registration Rights
Agreement, or which are otherwise material in the context of the
sale of
the Offered Securities; and, to the Company's knowledge, no such
actions,
suits or proceedings are threatened or contemplated.
(s) The financial statements, together with related notes,
included
in the Offering Document present fairly in all material respects
the
financial position of the Company and its consolidated
subsidiaries as of
the dates shown and their results of operations and cash flows
for the
periods shown, and such financial statements have been prepared
in
accordance with the generally accepted accounting principles in
the United
States applied on a consistent basis; the schedules included in
the
Offering
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Document present fairly the information required to be stated
therein, and
the assumptions used in preparing the pro forma financial
statements
included in the Offering Document provide a reasonable basis
for
presenting the significant effects directly attributable to
the
transactions or events described therein, the related pro
forma
adjustments give appropriate effect to those assumptions, and
the pro
forma columns therein reflect the proper application of those
adjustments
to the corresponding financial statement amounts.
(t) Each of the Company and its consolidated subsidiaries
maintain a
system of internal accounting controls sufficient to provide
reasonable
assurance that (a) transactions are executed in accordance
with
management's general or specific authorizations; (b)
transactions are
recorded as necessary to permit preparation of financial
statements in
conformity with generally accepted accounting principles and to
maintain
asset accountability; (c) access to assets is permitted only in
accordance
with management's general or specific authorization; and (d) the
recorded
accountability for assets is compared with the existing assets
at
reasonable intervals and appropriate action is taken with
respect to any
differences.
(u) Except as disclosed in the Offering Document, since the date
of
the latest audited financial statements included in the Offering
Document
there has been no material adverse change, nor any development
or event
involving a prospective material adverse change, in the
condition
(financial or other), business, properties or results of
operations of the
Company and its subsidiaries taken as a whole, and, except as
disclosed in
or contemplated by the Offering Document, there has been no
dividend or
distribution of any kind declared, paid or made by the Company
on any
class of its capital stock.
(v) None of the Company or any of the Guarantors is and,
after
giving effect to the offering and sale of the Offered Securities
and the
application of the proceeds thereof as described in the Offering
Document,
will be an "investment company" as defined in the Investment
Company Act
of 1940, as amended.
(w) Except as would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect, (a)
the minimum
funding standard under Section 302 of the Employee Retirement
Income
Security Act of 1974, as amended, and the regulations and
published
interpretations thereunder ("ERISA"), has been satisfied by each
"pension
plan" (as defined in Section 3(2) of ERISA) which has been
established or
maintained by the Company and/or one or more of its
subsidiaries, each
plan which is intended to be qualified under Section 401 of the
Code is so
qualified; (b) each of the Company and its subsidiaries has
fulfilled its
obligations, if any, under Section 515 of ERISA; (c) neither the
Company
nor any of its subsidiaries maintains or is required to
contribute to a
"welfare plan" (as defined in Section 3(1) of ERISA) which
provides
retiree or other post-employment welfare benefits or insurance
coverage
(other than "continuation coverage" (as defined in Section 602
of ERISA));
(d) each pension plan and welfare plan established or maintained
by the
Company and/or one or more of its subsidiaries is in compliance
with the
currently applicable provisions of ERISA and the Code; and (e)
neither the
Company nor any of its subsidiaries has incurred or could
reasonably be
expected to incur any withdrawal liability under Section 4201 of
ERISA,
any liability under Section 4062, 4063, or 4064 of ERISA, or any
other
liability under Title IV of ERISA.
(x) No securities of the same class (within the meaning of
Rule
144A(d)(3) under the Securities Act) as the Offered Securities
are listed
on any national securities exchange registered under Section 6
of the
Exchange Act or quoted in a U.S. automated inter-dealer
quotation system.
(y) Assuming the accuracy of the representations and warranties
of
the Purchasers contained in Section 4 and their compliance with
their
agreements set forth therein, the offer and sale of the Offered
Securities
by the Company to the several Purchasers in the manner
contemplated by
this Agreement will be exempt from the registration requirements
of the
Securities Act by reason of Section 4(2) thereof and Regulation
S
thereunder ("REGULATION S"); and it is not necessary to qualify
an
indenture in respect of the Offered Securities under the United
States
Trust Indenture Act of 1939, as amended (the "TRUST INDENTURE
ACT").
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(z) There is and has been no failure on the part of the Company
and
any of the Company's directors or officers, in their capacities
as such,
to comply with any provision of the Sarbanes-Oxley Act of 2002
and the
rules and regulations promulgated in connection therewith
(the
"SARBANES-OXLEY ACT"), including Section 402 related to loans
and Sections
302 and 906 related to certifications, to the extent such
sections are
applicable.
(aa) Neither the Company, nor any of its affiliates, nor any
person
acting on its or their behalf (other than the Purchasers, as to
which no
representation is made) (i) has, within the six-month period
prior to the
date hereof, offered or sold in the United States or to any U.S.
person
(as such terms are defined in Regulation S under the Securities
Act) the
Offered Securities, or any security of the same class or series
as the
Offered Securities or (ii) has offered or will offer or sell the
Offered
Securities (A) in the United States by means of any form of
general
solicitation or general advertising within the meaning of Rule
502(c)
under the Securities Act or (B) with respect to any such
securities sold
in reliance on Rule 903 of Regulation S, by means of any
directed selling
efforts within the meaning of Rule 902(c) of Regulation S. The
Company,
its affiliates and any person acting on its or their behalf
(other than
the Purchasers, as to which no representation is made) have
complied and
will comply with the offering restrictions requirement of
Regulation S.
The Company has not entered and will not enter into any
contractual
arrangement with respect to the distribution of the Offered
Securities
except for this Agreement.
(bb) Neither the Company nor any of its subsidiaries nor any
agent
thereof acting on their behalf has taken, and none of them will
take, any
action that might cause this Agreement or the issuance or sale
of the
Offered Securities to violate Regulation T, Regulation U or
Regulation X
of the Board of Governors of the Federal Reserve System.
(cc) On the Closing Date, the Indenture will conform in all
material
respects to the requirements of the Trust Indenture Act and the
rules and
regulations of the Commission applicable to an indenture which
is
qualified thereunder.
(dd) Except for the Registration Rights Agreement and except
as
described in the Offering Circular, there are no contracts,
agreements or
understandings between the Company or any Guarantor and any
person
granting such person the right to require the Company or any
Guarantor to
file a registration statement under the Securities Act with
respect to any
securities of the Company or any Guarantor or to require the
Company or
any Guarantor to include such securities with the Securities (as
defined
in the Registration Rights Agreement) and Guarantees registered
pursuant
to any Registration Statement (as defined in the Registration
Rights
Agreement).
(ee) No "nationally recognized statistical rating organization"
as
such term is defined for purposes of Rule 436(g)(2) under the
Securities
Act (i) has imposed (or has informed the Company or any
Guarantor that it
is considering imposing) any condition (financial or otherwise)
on the
Company's or any Guarantor's retaining any rating assigned to
the Company
or any Guarantor, any securities of the Company or any Guarantor
or (ii)
has indicated to the Company or any Guarantor that it is
considering (a)
the downgrading, suspension, or withdrawal of, or any review for
a
possible change that does not indicate the direction of the
possible
change in, any rating so assigned or (b) any change in the
outlook for any
rating of the Company, any Guarantor or any securities of the
Company or
any Guarantor.
(ff) The entities listed on Schedule C hereto are the only
subsidiaries of the Company.
(gg) No subsidiary, other than the subsidiaries indicated as
"significant subsidiaries" on Schedule C hereto, as of December
31, 2004,
was a "significant subsidiary" within the meaning of Regulation
S-X under
the Securities Act.
3. Purchase, Sale and Delivery of Offered Securities. On the
basis of the
representations, warranties and agreements herein contained, but
subject to the
terms and conditions herein set forth, the Company agrees to
sell to the
Purchasers, and the Purchasers agree, severally and not jointly,
to purchase
from the Company, at a purchase price of 97.50% of the principal
amount thereof
plus accrued interest from July 6, 2005 to the Closing
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Date, the respective principal amounts of Offered Securities set
forth opposite
the names of the several Purchasers in Schedule A hereto.
The Company will deliver against payment of the purchase price
the Offered
Securities in the form of one or more permanent global
securities in definitive
form (the "GLOBAL SECURITIES") deposited with the Trustee as
custodian for The
Depository Trust Company ("DTC") and registered in the name of
Cede & Co., as
nominee for DTC. Interests in any permanent global Securities
will be held only
in book-entry form through DTC, except in the limited
circumstances described in
the Offering Document. Payment for the Offered Securities shall
be made by the
Purchasers in Federal (same day) funds by official check or
checks or wire
transfer to an account at a bank acceptable to CSFB drawn to the
order of the
Company at the office of Cravath, Swaine & Moore LLP at
10:00 A.M. (New York
time), on July 6, 2005, or at such other time not later than
seven full business
days thereafter as CSFB and the Company determine, such time
being herein
referred to as the "CLOSING DATE", against delivery to the
Trustee as custodian
for DTC of the Global Securities representing all of the Offered
Securities. The
Global Securities will be made available for checking at the
above office of
Cravath, Swaine & Moore LLP at least 24 hours prior to the
Closing Date.
4. Representations by Purchasers; Resale by Purchasers.
(a) Each Purchaser severally represents and warrants to the
Company
that it is an "accredited investor" within the meaning of
Regulation D
under the Securities Act.
(b) Each Purchaser severally acknowledges that the Offered
Securities have not been registered under the Securities Act and
may not
be offered or sold within the United States or to, or for the
account or
benefit of, U.S. persons except in accordance with Regulation S
or
pursuant to an exemption from the registration requirements of
the
Securities Act. Each Purchaser severally represents and agrees
that it has
offered and sold the Offered Securities, and will offer and sell
the
Offered Securities only in accordance with Rule 903 or Rule 144A
under the
Securities Act ("RULE 144A"). Accordingly, neither such
Purchaser nor its
affiliates, nor any persons acting on its or their behalf, have
engaged or
will engage in any directed selling efforts with respect to the
Offered
Securities, and such Purchaser, its affiliates and all persons
acting on
its or their behalf have complied and will comply with the
offering
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