DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification Agreement • September 23rd, 2004 • Daramic, LLC • 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 • September 23rd, 2004 • Daramic, LLC • 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.
ARTICLE 1Indenture • September 23rd, 2004 • Daramic, LLC • 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 • September 23rd, 2004 • Daramic, LLC • 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”).
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 • September 23rd, 2004 • Daramic, LLC • 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 • September 23rd, 2004 • Daramic, LLC • 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 • September 23rd, 2004 • Daramic, LLC • 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 • September 23rd, 2004 • Daramic, LLC • 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.
MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND RENTS, AND FIXTURE FILING made by DARAMIC, INC., Mortgagor, to JPMORGAN CHASE BANK, as Administrative Agent, Mortgagee Dated as of May 13, 2004Mortgage, Security Agreement • September 23rd, 2004 • Daramic, LLC • Indiana
DEED OF TRUST, SECURITY AGREEMENT, FIXTURE FILING, AND ASSIGNMENT OF LEASES AND RENTS WITH PROVISION FOR FUTURE ADVANCES made by CELGARD, INC., Grantor, toDeed of Trust, Security Agreement • September 23rd, 2004 • Daramic, LLC • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 23rd, 2004 • Daramic, LLC • 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”).
FIRST AMENDMENTFirst Amendment • September 23rd, 2004 • Daramic, LLC • 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”).
LIMITED LIABILITY COMPANY AGREEMENT OF DARAMIC, LLC A DELAWARE LIMITED LIABILITY COMPANYLimited Liability Company Agreement • September 23rd, 2004 • Daramic, LLC • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), is made as of June 30, 2004, by Polypore, Inc., a Delaware corporation and the sole Member of Daramic, LLC (the “Company”). Unless the context otherwise requires, terms that are capitalized and not otherwise defined in context have the meanings set forth or cross referenced in Article 2 of this Agreement.
LIMITED LIABILITY COMPANY AGREEMENT OF CELGARD, LLC A DELAWARE LIMITED LIABILITY COMPANYLimited Liability Company Agreement • September 23rd, 2004 • Daramic, LLC • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), is made as of June 30, 2004, by Daramic, LLC, a Delaware limited liability company and the sole Member of Celgard, LLC (the “Company”). Unless the context otherwise requires, terms that are capitalized and not otherwise defined in context have the meanings set forth or cross referenced in Article 2 of this Agreement.
