DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification Agreement • June 7th, 2004 • Polypore International, Inc. • 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 • June 7th, 2004 • Polypore International, Inc. • 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.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 7th, 2004 • Polypore International, Inc. • New York
This REGISTRATION RIGHTS AGREEMENT dated as of May 13, 2004 (the “Agreement”) is entered into by and among (i) PP Acquisition Corporation, a Delaware Corporation (the “Company”), to be merged with and into Polypore, Inc., a Delaware corporation, (ii) the guarantors listed in Schedule 1 hereto (the “Guarantors”), (iii) J.P. Morgan Securities Inc., Bear, Stearns & Co. Inc., UBS Securities LLC and Lehman Brothers Inc. (the “Dollar Initial Purchasers”), for whom J.P. Morgan Securities Inc. is acting as representative (the “Dollar Representative”) and (iv) J.P. Morgan Securities Ltd., Bear, Stearns International Limited, UBS Limited and Lehman Brothers International (Europe) (the “Euro Initial Purchasers” and together with the Dollar Initial Purchasers, the “Initial Purchasers”), for whom J.P. Morgan Securities Ltd. is acting as representative (the “Euro Representative” and together with the Dollar Representative, the “Representatives”).
ARTICLE 1Indenture • June 7th, 2004 • Polypore International, Inc. • 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”.
TAX SHARING AGREEMENTTax Sharing Agreement • June 7th, 2004 • Polypore International, Inc. • New York
THIS AGREEMENT (this “Agreement”) made and entered into as of , 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”).
STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • June 7th, 2004 • Polypore International, Inc. • 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
ContractGuarantee and Collateral Agreement • June 7th, 2004 • Polypore International, Inc. • 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.
