DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification Agreement • April 18th, 2005 • Polypore International, Inc. • Miscellaneous chemical products • Delaware
This Director and Officer Indemnification Agreement, dated as of May 13, 2004 (this “Agreement”), is made by and between PolyPore, Inc., a Delaware corporation, and (“Indemnitee”).
ContractCredit Agreement • April 18th, 2005 • Polypore International, Inc. • Miscellaneous chemical products • New York
CREDIT AGREEMENT (this “Agreement”), dated as of May 13, 2004, among PP HOLDING CORPORATION, a Delaware corporation (“Holdings”), PP ACQUISITION CORPORATION, a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), GENERAL ELECTRIC CAPITAL CORPORATION, LEHMAN COMMERCIAL PAPER INC. and UBS SECURITIES LLC, as co-documentation agents (in such capacity, the “Co-Documentation Agents”), BEAR STEARNS CORPORATE LENDING INC., as syndication agent (in such capacity, the “Syndication Agent”), and JPMORGAN CHASE BANK, as administrative agent.
POLYPORE INTERNATIONAL, INC., and THE BANK OF NEW YORK, as TrusteeIndenture • April 18th, 2005 • Polypore International, Inc. • Miscellaneous chemical products • New York
INDENTURE dated as of October 18, 2004 between Polypore International, Inc., a Delaware corporation (the “Company”), and The Bank of New York, a New York banking corporation, as trustee (the “Trustee”).
DEFINITIONS AND INCORPORATION BY REFERENCEIndenture • April 18th, 2005 • Polypore International, Inc. • Miscellaneous chemical products • New York
*/ If the Dollar Note is to be issued in global form, add the Global Notes Legend and the attachment from Exhibit A captioned “TO BE ATTACHED TO GLOBAL SECURITIES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE”.
ContractGuarantee and Collateral Agreement • April 18th, 2005 • Polypore International, Inc. • Miscellaneous chemical products • New York
GUARANTEE AND COLLATERAL AGREEMENT dated as of May 13, 2004, among PP HOLDING CORPORATION, a Delaware corporation (“Holdings”), PP ACQUISITION CORPORATION, a Delaware corporation (the “Borrower”) and the Subsidiaries of the Borrower identified herein.
TAX SHARING AGREEMENTTax Sharing Agreement • April 18th, 2005 • Polypore International, Inc. • Miscellaneous chemical products • New York
THIS AGREEMENT (this “Agreement”) made and entered into as of May 13, 2004, by and among PP Holding Corporation II, a Delaware corporation (“PHC II”), PP Holding Corporation, a Delaware corporation and direct wholly owned subsidiary of PHC II (“PHC”), Polypore, Inc., a Delaware corporation and direct wholly owned subsidiary of PHC (“Polypore”), and such direct and indirect subsidiaries of PHC II that are listed on Exhibit A hereto from time to time (collectively with PHC and Polypore, the “Subsidiaries” and each individually, a “Subsidiary”).
STOCK PURCHASE AGREEMENT by and among POLYPORE INC. AND THE SELLERS NAMED HEREIN, and PP ACQUISITION CORPORATION dated as of January 30, 2004Stock Purchase Agreement • April 18th, 2005 • Polypore International, Inc. • Miscellaneous chemical products • Delaware
This Stock Purchase Agreement is made as of January 30, 2004, by and among PP Acquisition Corporation, a Delaware corporation (the “Buyer”), Polypore Inc., a Delaware corporation (the “Company”), and the persons listed as Shareholders on the signature pages hereto (collectively referred to herein as “Sellers” and individually as “Seller”). The Buyer, the Company and the Sellers are each referred to in this Agreement as a “Party” and collectively as the “Parties.”
ContractRegistration Rights Agreement • April 18th, 2005 • Polypore International, Inc. • Miscellaneous chemical products • Delaware
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 13, 2004, among the institutional investors whose names and addresses are listed from time to time on Schedule I hereto (collectively, the “Institutional Investors”), those employees of Polypore Inc., a Delaware corporation (“Polypore”), and certain employees of Polypore’s subsidiaries whose names and addresses are listed on Schedule II hereto (the “Management Investors” and together with the Institutional Investors, the “Investors”), and PP Holding Corporation II, a Delaware corporation (the “Company”).
STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • April 18th, 2005 • Polypore International, Inc. • Miscellaneous chemical products • Delaware
This STOCKHOLDERS’ AGREEMENT (this “Agreement”) is dated as of May 13, 2004 and is entered into by and among PP Holding Corporation II, a Delaware corporation (the “Company”), Warburg Pincus Private Equity VIII, L.P., a Delaware limited partnership (“Warburg Pincus VIII”), Warburg Pincus International Partners, L.P., a Delaware limited partnership (“Warburg Pincus International” and together with Warburg Pincus VIII, collectively “Warburg Pincus”), PP Holding, LLC, a Delaware limited liability company (“PP Holding, LLC”), and the other institutional investors whose names and addresses are set forth from time to time on Schedule I hereto (such institutional investors, together with any Persons who become parties to this Agreement pursuant to the terms of Section 7 hereof, are hereinafter collectively referred to as the “Other Investors”; the Other Investors, Warburg Pincus and PP Holding, LLC are hereinafter collectively referred to as the “Institutional Investors”). Schedule I hereto s
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 18th, 2005 • Polypore International, Inc. • Miscellaneous chemical products • New York
This REGISTRATION RIGHTS AGREEMENT dated as of October 18, 2004 (the “Agreement”) is entered into by and between Polypore International, Inc., a Delaware Corporation (the “Company”) and J.P. Morgan Securities Inc. (the “Initial Purchaser”).
FIRST AMENDMENTFirst Amendment • April 18th, 2005 • Polypore International, Inc. • Miscellaneous chemical products • New York
FIRST AMENDMENT, dated as of July 30, 2004 (this “Amendment”), to the Credit Agreement, dated as of May 13, 2004 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PP HOLDING CORPORATION, a Delaware corporation (“Holdings”), POLYPORE, INC. (f/k/a PP Acquisition Corporation), a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”), GENERAL ELECTRIC CAPITAL CORPORATION, LEHMAN COMMERCIAL PAPER INC. and UBS SECURITIES LLC, as co-documentation agents, BEAR STEARNS CORPORATE LENDING INC., as syndication agent, and JPMORGAN CHASE BANK, as administrative agent (in such capacity, the “Administrative Agent”).
