<PAGE>
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
<PAGE>
(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.
2
<PAGE>
(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
3
<PAGE>
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
4
<PAGE>
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").
5
<PAGE>
(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
6
<PAGE>
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 h
