Purchase Agreement (2004)Full Document 

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                                MAAX CORPORATION

            US$150,000,000 9 3/4% SENIOR SUBORDINATED NOTES DUE 2012

                               PURCHASE AGREEMENT

                                                                    May 27, 2004

Goldman, Sachs & Co.,
Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith
            Incorporated
As representatives of the several Purchasers
named in Schedule I hereto,

c/o Goldman Sachs & Co.
85 Broad Street,
New York, New York 10004
Ladies and Gentlemen:

            MAAX Corporation, a Nova Scotia unlimited company (the "Company"),
proposes to issue and sell to Goldman, Sachs & Co. and Merrill Lynch & Co.,
Merrill Lynch Pierce, Fenner & Smith Incorporated (the "Representatives") and
the other Purchasers named in Schedule I hereto (the "Purchasers"), in the
respective amounts set forth in Schedule I hereto, an aggregate of
US$150,000,000 principal amount of the 9 3/4% Senior Subordinated Notes due 2012
of the Company specified above (the "Notes"). The Notes will be unconditionally
guaranteed (the "Guarantees") by Beauceland Corporation, a Nova Scotia unlimited
company (the "Parent Guarantor"), the entities listed on Schedule II attached
hereto (the "Subsidiary Guarantors" and together with the Parent Guarantor, the
"Guarantors," and together with the Company, the "Issuers"). The Notes and the
Guarantees are hereinafter collectively referred to in this Purchase Agreement
("Agreement") as the "Securities."

            1.    The Issuers represent and warrant to, and agree with, each of
the Purchasers that:

            (a)   A preliminary offering circular, dated May 17, 2004 (the
      "Preliminary Offering Circular") and an offering circular, dated May 27,
      2004 (the "Offering Circular"), in each case including the Canadian
      supplement thereto, have been prepared in connection with the offering of
      the Securities. Any reference to the Preliminary Offering Circular or the
      Offering Circular shall be deemed to refer to and include any Additional
      Issuer Information (as defined in Section 5(f)) furnished by any Issuer
      prior to the completion of the distribution of the Securities. As of the
      date thereof, the Preliminary

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      Offering Circular did not, and the Offering Circular and any amendments or
      supplements thereto did not as of the date hereof and will not, as of the
      Time of Delivery, contain an untrue statement of a material fact or omit
      to state a material fact necessary in order to make the statements
      therein, in the light of the circumstances under which they were made, not
      misleading; provided, however, that this representation and warranty shall
      not apply to any statements or omissions made in reliance upon and in
      conformity with information furnished in writing to the Company by a
      Purchaser through any Representative expressly for use therein;

            (b)   None of the Issuers nor any of their subsidiaries has
      sustained since the date of the latest audited financial statements
      included in the Offering Circular any material loss or interference with
      its business from fire, explosion, flood or other calamity, whether or not
      covered by insurance, or from any labor dispute or court or governmental
      action, order or decree, otherwise than as set forth or contemplated in
      the Offering Circular; and, since the respective dates as of which
      information is given in the Offering Circular, there has not been any
      change in the capital stock, total debt or long-term debt of the Issuers
      or any of their subsidiaries (other than as a result of intercompany
      transactions, including, without limitation, capital contributions, debt
      repayments, restructurings, amalgamations and wind-ups) or any material
      adverse change, or any development involving a prospective material
      adverse change, in or affecting the business, management, financial
      position, shareholders' or members' equity or results of operations of the
      Issuers and their subsidiaries, taken as a whole, otherwise than as set
      forth or contemplated in the Offering Circular;

            (c)   The Company and its subsidiaries have good and marketable
      title in fee simple to all real property and good and marketable title to
      all personal property owned by them, in each case free and clear of all
      liens, encumbrances and defects except such as are described in the
      Offering Circular or those that, individually or in the aggregate, could
      not reasonably be expected to have a Material Adverse Effect (as defined
      below) and do not interfere with the use made and proposed to be made of
      such property by the Company and its subsidiaries; and any real property
      and buildings held under lease by the Company and its subsidiaries are
      held by them under valid, subsisting and enforceable leases with such
      exceptions as could not, individually or in the aggregate, reasonably be
      expected to have a Material Adverse Effect and do not interfere with the
      use made and proposed to be made of such property and buildings by the
      Company and its subsidiaries;

            (d)   The Company has been duly incorporated and is validly existing
      as an unlimited company in good standing under the laws of Nova Scotia,
      with power and authority (corporate and other) to own its properties and
      conduct its business as described in the Offering Circular, and has been
      duly qualified as a foreign company for the transaction of business and is
      in good standing under the laws of each other jurisdiction in which it
      owns or leases properties or conducts any business so as to require such
      qualification, or is subject to no material liability or disability by
      reason of the failure to be so qualified in any such jurisdiction; and
      each subsidiary of the Company and the Parent Guarantor has been duly
      incorporated or organized and is validly existing as a corporation,
      limited liability company, unlimited company or partnership in good
      standing under the laws of its jurisdiction of organization; the entities
      set forth on

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      Schedule III are the only direct or indirect subsidiaries of the Company
      (the term "subsidiary" as used herein with respect to any person includes
      all entities which will become subsidiaries of such person upon
      consummation of the transaction contemplated by the Merger Agreement (as
      defined below));

            (e)   At the Time of Delivery, the Company will have an authorized
      capitalization as set forth in the Offering Circular, and all of the
      issued shares of capital stock of the Company will be duly and validly
      authorized and issued and will be fully paid but assessable and all of the
      issued shares of capital stock, membership interests or partnership
      interests of each subsidiary of the Company will be duly and validly
      authorized and issued, will be fully paid and non- assessable (except in
      the case of a subsidiary that is a Nova Scotia unlimited company, in which
      case the shares are assessable) and (except for directors' qualifying
      shares) will be owned directly or indirectly by the Company, free and
      clear of all liens, encumbrances, equities or claims (other than the liens
      under the Credit Agreement (as defined below));

            (f)   This Agreement has been duly authorized, executed and
      delivered by each of the Issuers;

            (g)   The Securities have been duly authorized by each of the
      Issuers and, when executed, issued and delivered by each of the Issuers
      and authenticated by U.S. Bank Trust, N.A., as Trustee (the "Trustee"),
      pursuant to this Agreement and the Indenture (as defined below), will have
      been duly executed, issued and delivered by each of the Issuers and will
      constitute valid and legally binding obligations of the Issuers, entitled
      to the benefits provided by the indenture to be dated as of June 4, 2004
      (the "Indenture") between the Issuers and the Trustee, under which they
      are to be issued, enforceable against each of the Issuers in accordance
      with their terms, subject as to enforcement, to bankruptcy, insolvency,
      reorganization and other laws of general applicability relating to or
      affecting creditors' rights and to general equity principles; the
      Securities will be in substantially the form contemplated by the
      Indenture; the form and issuance of the Securities to be issued under the
      Indenture complies with the Companies Act (Nova Scotia); and no
      registration, filing or recording of the Indenture under the laws of
      Canada or any province thereof is necessary in order to preserve or
      protect the validity or enforceability of the Indenture or the Securities
      issued thereunder;

            (h)   The Indenture has been duly authorized by each of the Issuers
      and, when executed and delivered by each of the Issuers, will have been
      duly executed and delivered by each of the Issuers and (assuming due
      authorization, execution, delivery and performance by the Trustee) will
      constitute a valid and legally binding obligation of each of the Issuers
      enforceable against each of the Issuers in accordance with its terms,
      subject, as to enforcement, to bankruptcy, insolvency, reorganization and
      other laws of general applicability relating to or affecting creditors'
      rights and to general equity principles;

            (i)   The exchange and registration rights agreement to be dated
      June 4, 2004 among the Issuers and the Purchasers (the "Registration
      Rights Agreement") has been duly authorized by each of the Issuers and,
      when executed and delivered by each of the

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      Issuers, will have been duly executed and delivered by each of the Issuers
      and will constitute a valid and legally binding obligation of each of the
      Issuers, enforceable against each of the Issuers in accordance with its
      terms, subject, as to enforcement, to bankruptcy, insolvency,
      reorganization and other laws of general applicability relating to or
      affecting creditors' rights or limiting the availability of, and public
      policy against, indemnification and contribution and to general equity
      principles;

            (j)   The exchange securities, with terms substantially identical to
      those of the Securities, to be issued in exchange for the Securities in
      connection with the exchange offer contemplated by the Registrations
      Rights Agreement (the "Exchange Securities") have been duly authorized for
      issuance by each of the Issuers and, when executed, issued and delivered

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