PURCHASE AGREEMENT

 

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                                                                     Exhibit 4.4

 

                                  $120,000,000

 

                              WII COMPONENTS, INC.

 

                            10% SENIOR NOTES DUE 2012

 

                                PURCHASE AGREEMENT

 

                                                               February 12, 2004

 

CREDIT SUISSE FIRST BOSTON LLC,

  As Representative of the Several Purchasers,

    Eleven Madison Avenue,

      New York, New York 10010-3629

 

Dear Sirs:

 

     1. INTRODUCTORY. WII Components, 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.$120,000,000 principal amount of its 10% Senior Notes Due 2012

(the "OFFERED SECURITIES"). The Offered Securities will be unconditionally

guaranteed (each, a "GUARANTEE") on an unsecured senior basis by each of the

Company's subsidiaries listed on Schedule B hereto (the "GUARANTORS"). The

Offered Securities are to be issued under an indenture to be dated as of

February 18, 2004 (the "INDENTURE"), among the Company, the Guarantors and U.S.

Bank National Association, as Trustee. The United States Securities Act of 1933

is herein referred to as the "SECURITIES ACT".

 

     The holders of the Offered Securities will be entitled to the benefits of a

Registration Rights Agreement of even date herewith among the Company, the

Guarantors and the Purchasers (the "REGISTRATION RIGHTS AGREEMENT"), pursuant to

which the Company agrees to file a registration statement with the Securities

and Exchange Commission (the "COMMISSION") registering the resale of the Offered

Securities under the Securities Act.

 

     The Company and the Guarantors hereby jointly and severally agree with the

several Purchasers as follows:

 

      2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE GUARANTORS. The

Company and each Guarantor, jointly and severally, represents and warrants to,

and agrees with, the several Purchasers that:

 

          (a) A preliminary offering circular dated February 1, 2004, and an

     offering circular dated February 12, 2004, relating to the Offered

     Securities to be offered by the Purchasers have been prepared by the

     Company. Such preliminary offering circular (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 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

 

                                        1

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     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

     corporate power and authority 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 (which jurisdictions

     are set forth opposite its name on Schedule B hereto), except where the

     failure to be so qualified or to be in good standing would not individually

     or in the aggregate have a material adverse effect on the condition

     (financial or other), earnings, business affairs, business prospects,

     properties or results of operations of the Company and its subsidiaries

     considered as one enterprise, whether or not arising in the ordinary course

     of business (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 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 (which jurisdictions are set forth opposite its name on

     Schedule B hereto), except where the failure to be so qualified or to be in

     good standing would not individually or in the aggregate 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

     is fully paid and nonassessable; and, except for liens and encumbrances (i)

     under the credit agreement dated as of April 9, 2003 by and among Woodcraft

     Industries, Inc., PrimeWood, Inc., Brentwood Acquisition Corp., the Lenders

     (as defined therein) and Antares Capital Corporation, as a Lender and as an

     agent for the Lenders and (ii) contemplated under the credit agreement

     described under the heading "The Senior Credit Facility" in the Offering

     Document (collectively, the "SENIOR CREDIT FACILITY"), the capital stock of

     each subsidiary owned by the Company, directly or through subsidiaries, is

     owned free from liens, encumbrances and defects.

 

          (d) The Indenture has been duly authorized by the Company and each of

     the Guarantors; and when the Offered Securities are delivered and paid for

     pursuant to this Agreement on the Closing Date (as defined below), the

     Indenture will have been duly executed and delivered (assuming due

     execution and delivery by the Trustee) and will constitute a valid and

     legally binding obligation of the Company and the Guarantors, 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.

 

          (e) The Offered Securities have been duly authorized by the Company;

     when the Offered Securities are delivered and paid for pursuant to this

     Agreement on the Closing Date (as defined below), such Offered Securities

     (i) will have been duly executed, authenticated, issued and delivered, (ii)

     will conform in all material respects to the description thereof contained

     in the Offering Document and be entitled to the benefits provided in the

     Indenture and (iii) will constitute valid and legally binding obligations

     of the Company, 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.

 

          (f) 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.

 

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          (g) 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, the Exchange Securities (as defined in the

     Registration Rights Agreement) and the Private Exchange Securities (as

     defined in the Registration Rights Agreement) by the Company, or the

     issuance of the Guarantees by the Guarantors, except (i) 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 (ii) as may be required under foreign and state

     securities or "blue sky" laws.

 

          (h) The execution, delivery and performance of the Indenture, the

     Guarantees, this Agreement and the Registration Rights Agreement, and the

     issuance and sale of the Offered Securities, the Exchange Securities and

     the Private Exchange 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, any statute, 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 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 (except, in each of the

     preceding cases, for such breaches, violations or defaults as would not

     individually or in the aggregate have a Material Adverse Effect), or the

     charter or by-laws of the Company or any such subsidiary, and the Company

     has full power and authority to authorize, issue and sell the Offered

     Securities as contemplated by this Agreement, and the Exchange Securities

     and Private Exchange Securities as contemplated by the Registration Rights

     Agreement, and each Guarantor has full power and authority to issue the

     Guarantees endorsed thereon, in each case as contemplated by this Agreement

     and the Registration Rights Agreement.

 

          (i) On the Closing Date, the Exchange Securities and the Private

     Exchange Securities will have been duly authorized by the Company; and when

     the Exchange Securities and the Private Exchange Securities are issued,

     executed and authenticated in accordance with the terms of the Exchange

     Offer and the Indenture, the Exchange Securities and the Private Exchange

     Securities will be entitled to the benefits of the Indenture and will be

     the valid and legally binding obligations of the Company, 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.

 

          (j) Each Guarantee to be endorsed on the Offered Securities by each

     Guarantor has been duly authorized by such Guarantor; and when the

     Guarantees are delivered by the Guarantors, such Guarantees will have been

     duly executed and delivered by the Guarantors. When the Offered Securities

     have been issued, executed and authenticated in accordance with the

     Indenture and delivered to and paid for by the Purchasers in accordance

     with the terms of this Agreement, the Guarantees of the Guarantors will

     conform in all material respects to the descriptions thereof contained in

     the Offering Document and will constitute valid and legally binding

     obligations of 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.

 

          (k) Each Guarantee to be endorsed on the Exchange Securities and

     Private Exchange Securities by each Guarantor has been duly authorized by

     such Guarantor; and, when issued, will have been duly executed and

     delivered by each such Guarantor and will conform to the description

     thereof contained in the Offering Document. When the Exchange Securities

     and Private Exchange Securities have been issued, executed and

     authenticated in accordance with the terms of the Exchange Offer and the

     Indenture, the Guarantee of each Guarantor endorsed thereon will constitute

     a valid and legally binding obligation of such Guarantor, enforceable in

     accordance with its terms, subject to

 

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     bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and

     similar laws of general applicability relating to or affecting creditors'

     rights and to general equity principles.

 

          (l) This Agreement and the Registration Rights Agreement have been

     duly authorized, executed and delivered by the Company and each of the

     Guarantors, and each is a valid and binding agreement of the Company and

     each of the Guarantors, enforceable against the Company and each Guarantor

     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, and except that any rights to indemnity or contribution

     thereunder may be limited by Federal or state securities laws or public

     policy considerations. On the Closing Date, the Registration Rights

     Agreement will conform as to legal matters to the description thereof in

     the Offering Circular.

 

          (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 (except for liens and encumbrances under the

     Senior Credit Facility) that would materially affect the value thereof or

     materially interfere with the use made or to be made thereof by them; 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.

 

          (n) The Company and its subsidiaries possess adequate certificates,

     authorities or permits issued by appropriate governmental agencies or

     bodies necessary to conduct the business now operated by them and have not

     received any notice of proceedings relating to the revocation or

     modification of any such certificate, authority 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) Except as disclosed in the Offering Document, no labor dispute

     with the employees of the Company or any subsidiary exists or, to the

     knowledge of the Company, is threatened that might 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 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,

      to the Company's knowledge, there is no 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

 

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     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 or any Guarantor 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 no such

     actions, suits or proceedings are, to the Company's knowledge, threatened

     or contemplated.

 

          (s) The financial statements (including the notes thereto) included in

     the Offering Document present fairly 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 conformity with the generally accepted

     accounting principles in the United States applied on a consistent basis.

     The pro forma financial statements (including the notes thereto) and the

     other pro forma financial information included in the Offering Document (i)

     except as stated therein have been prepared in accordance with the

     Commission's rules and guidelines with respect to pro forma financial

     statements and (ii) have been properly computed on the bases described

     therein; to the Company's knowledge, 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 in all material respects to

     those assumptions, and the pro forma columns therein reflect the proper

     application in all material respects of those adjustments to the

     corresponding historical financial statement amounts.

 

          (t) 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.

 

          (u) Neither the Company nor any Guarantor is an open-end investment

     company, unit investment trust or face-amount certificate company that is

     or is required to be registered under Section 8 of the United States

     Investment Company Act of 1940 (the "INVESTMENT COMPANY ACT"); and neither

     the Company nor any Guarantor is or, 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.

 

          (v) 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

     United States Securities Exchange Act of 1934 (the "EXCHANGE ACT") or

     quoted in a U.S. automated inter-dealer quotation system.

 

          (w) Assuming the accuracy of the Purchasers' representations and

     warranties and the Purchasers' compliance with the agreements in Section 4

     hereof and compliance with the limitations and restrictions contained under

     the heading "Transfer Restrictions" in the Offering Document, 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").

 

          (x) Neither the Company, nor any of its affiliates, nor any person

     acting on its or their behalf (i) has, within the six-month period prior to

     the date hereof, offered or sold in the United States or to

 

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     any U.S. person (as such terms are defined in Regulation S under the

     Securities Act) the Offered Securities or the Guarantees or any security of

     the same class or series as the Offered Securities or the Guarantees or

     (ii) has offered or will offer or sell the Offered Securities or the

     Guarantees (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 and

     its affiliates and any person acting on its or their behalf 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 or

     the Guarantees except for this Agreement.

 

          (y) The entities listed on Schedule B hereto are the only

     subsidiaries, direct or indirect, of the Company.

 

          (z) Neither the Company nor any of its subsidiaries is (i) in

     violation of its respective charter or by-laws or (ii) in default in the

     performance of any obligation, agreement, covenant or condition contained

     in any indenture, loan agreement, mortgage, lease or other agreement or

     instrument that is material to the Company and its subsidiaries, taken as a

     whole, to which the Company or any of its subsidiaries is a party or by

     which the Company or any of its subsidiaries or their respective property

     is bound, except for such default that would not individually or in the

     aggregate have a Material Adverse Effect.

 

          (aa) Assuming the accuracy of the Purchasers' representations and

     warranties and the Purchasers' compliance with the agreements in Section 4

     hereof and compliance with the limitations and restrictions contained under

     the heading "Transfer Restrictions" in the Offering Document, the Offered

     Securities offered and sold in reliance on Regulation S have been and will

     be offered and sold only in offshore transactions. The sale of the Offered

     Securities pursuant to Regulation S is not part of a plan or scheme to

     evade the registration provisions of the Securities Act.

 

          (bb) Except as disclosed in the Offering Document, 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 such Guarantor to file a registration statement under the

     Securities Act with respect to any securities of the Company or such

     Guarantor or to require the Company or such Guarantor to include such

     securities in any registration statement required to be filed pursuant to

     the Registration Rights Agreement.

 

          (cc) Assuming the accuracy of the Purchasers' representations and

     warranties and the Purchasers' compliance with the agreements in Section 4

     hereof and compliance with the limitations and restrictions contained under

     the heading "Transfer Restrictions" in the Offering Document, it is not

     necessary in connection with the issuance and sale of the Offered

     Securities or the initial resale of the Offered Securities by the

     Purchasers in the manner contemplated by this Agreement and the Offering

     Document to register any of the Offered Securities or the Guarantees under

     the Securities Act or to qualify the Indenture under the Trust Indenture

      Act.

 

          (dd) 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.

 

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      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 97.25% of the principal amount thereof

plus accrued interest from February 18, 2004 to the Closing Date (as hereinafter

defined), 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 to be offered and sold by the Purchasers in reliance on Regulation S

(the "REGULATION S SECURITIES") in the form of one or more temporary global

Securities in registered form without interest coupons (the " REGULATION S

GLOBAL SECURITIES") which will be deposited with the Trustee as custodian for

The Depository Trust Company ("DTC") and registered in the name of Cede & Co.,

as nominee for DTC. The Company will deliver against payment of the purchase

price the Offered Securities to be purchased by each Purchaser hereunder and to

be offered and sold by each Purchaser in reliance on Rule 144A under the

Securities Act (the "144A SECURITIES") in the form of one or more permanent

global securities in registered form without interest coupons (the "RESTRICTED

GLOBAL SECURITIES") deposited with the Trustee as custodian for DTC and

registered in the name of Cede & Co., as nominee for DTC. The Regulation S

Global Securities and the Restricted Global Securities shall be assigned

separate CUSIP numbers. The Restricted Global Securities and the Regulation S

Global Securities shall include the applicable legends regarding restrictions on

transfer set forth under "Transfer Restrictions" in the Offering Document.

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 Regulation S Securities and the 144A Securities shall be

made by the Purchasers in Federal (same day) funds by wire transfer to an

account specified by the Company at the office of Cravath, Swaine & Moore LLP at

10:00 A.M. (New York time), on February 18, 2004 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 (i) the Regulation S Global Securities

representing all of the Regulation S Securities and (ii) the Restricted Global

Securities representing all of the 144A Securities. The Regulation S Global

Securities and the Restricted 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 (i) as part of

     its distribution at any time and (ii) otherwise until 40 days after the

     later of the commencement of the offering and the Closing Date, only in

     accordance with Rule 144A ("RULE 144A") or Rule 903 under the Securities

     Act. 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 restrictions requirement of

     Regulation S. Each Purchaser severally agrees that, at or prior to

     confirmation of sale of the Offered Securities, other than a sale pursuant

     to Rule 144A, such Purchaser will have sent to each distributor, dealer or

     person receiving a selling concession, fee or other remuneration that

     purchases

 

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     the Offered Securities from it during the restricted period a confirmation

     or notice to substantially the following effect:

 

          "The Securities covered hereby have not been registered

          under the U.S. Securities Act of 1933 (the "Securities Act")

          and may not be offered or sold withi