following is a non-exhaustive list of examples of information that likely will qualify for
treatment as Confidential Material: strategic plans (involving pricing, marketing, research and
development, product road maps, corporate alliances, or mergers and acquisitions) that have not
been fully implemented or revealed to the public; trade secrets; customer-specific evaluations or
data (e.g.,.prices, volumes, or revenues); sales contracts; system maps; personnel files and
evaluations; information subject to confidentiality or non-disclosure agreements; proprietary
technical or engineering information; proprietary financial data or projections; and proprietary
consumer, customer, or market research or analyses applicable to current or future market
conditions, the disclosure of which could revea! Confidential Material. Discovery Material will
not be considered confidential if it is-in the public domain.

2. “Document” means the complete original or a true, correct, and complete copy
and any non-identical copies of any written or graphic matter, no matter how produced,
recorded, stored, or reproduced. “Document” includes, but is not limited to, any writing, letter,
envelope, telegraph, e-mail, meeting minute, memorandum, statement, affidavit, declaration,
transcript of oral testimony, book, record, survey, map, study, handwritten note, working paper,
chart, index, tabulation, graph, drawing, chart, printout, microfilm index, computer readable
media or other electronically stored data, appointment book, diary, diary entry, calendar,
organizer, desk pad, telephone message slip, note of interview or communication, and any other
data compilation from which information can be obtained, and includes all drafts and all copies
of such Documents and every writing or record that contains any commentary, notes, or marking
whatsoever not appearing on the original.

3. “Discovery Material” includes without limitation deposition testimony, exhibits,
interrogatory responses, admissions, affidavits, declarations, Documents, tangible thing or

2.



Ii. INSTRUCTIONS AND DEFINITIONS

1. : “Document” means the complete original or a true, correct and complete copy and any
non-identical copies of any written or graphic matter, no matter how produced, recorded, stored
or reproduced, including, but not limited to, any writing, letter, e-mail, envelope, telegram,
meeting minute, memorandum, statement, affidavit, declaration, book, record, survey, map,
study, handwritten note, working paper, chart, index tabulation, graph, tape, data sheet, data
processing card, printout, microfilm, index, computer readable media. or other electronically
stored data, appointment book, diary, diary entry, calendar, desk pad, telephone message slip,
note of interview or communication or any other data compilation in your possession, custody or
control, including all drafts or all such documents. “Document” also includes every writing,
drawing, graph, chart, photograph, ‘phono record, tape and other data compilations from which
information can, be obtained, translated, if necessary, by EnerSys through detection devices into
reasonably usable form, and includes all drafts and all. copiés of every such writing or record that
contain any commentary, notes, or marking whatsoever not appearing on the original.

2. “You” “your” ind “EnerSys” for purposes of this request, means EnerSys or any of its
parents, divisions, subdivisions, subsidiaries, affiliates, officers, directors’ or managing agents,
attorneys, employees, consultants and agents, as well as any predecéssors in interest, and all
other persons acting or purporting to act on its behalf.

3. “Polypore” for the purposes of this réquest, méans the Polypore International, Inc. and
any subsidiary or division thereof, including without limitation, Daramic, LLC, and their
respective employees. : .

4, “Microporous” for the purposes of this request, means the Microporous Products, L.P.,
‘and any affiliate, subsidiary or division thereof, and their respective employees, officers,

directors, partiérs, attorneys and agénts:

PPAB 1495312v1



7. The Parties shall not be obligated to challenge the propriety of any designation or
treatment of information as Confidential Material and the failure to do so promptly shall not
preclude any subsequent objection to such designation or treatment, or any motion seeking
permission to disclose such material to Persons not otherwise entitled to access under the terms
of this Protective Order. If Confidential Material is produced without the designation attached,
the material shall be treated as Confidential from the time the Producing Party advises
Complaint Counsel and Respondent’s Counsel in writing that such material should be so
designated and provides all the Parties with.an appropriately labeled replacement. The Parties

shall return promptly or destroy the unmarked materials.

8. Material produced in this Matter may be designated as confidential by placing on
or affixing to the document containing such material (in such manner as will not interfere with
the legibility thereof), or if an entire folder or box of documents is confidential by placing or
affixing to that folder or box, the designation “CONFIDENTIAL-FTC Docket No. 9327” or any
other appropriate notice that considered to be confidential material. Confidential information
contained in electronic documents may also be designated as confidential by placing the
designation “CONFIDENTIAL-FTC Docket No. 9327” or any other appropriate notice that
identifies this proceeding, on the face of the CD or DVD or other medium on which the
document is produced. The foregoing designation of “CONFIDENTIAL-FTC Docket No. 9327”
shall not be required for confidentiality to apply to documents and: information previously
produced voluntarily or pursuant to a Civil Investigative Demand or subpoena during the
investigational phrase preceding this Matter for which confidential treatment was requested.

Masked or otherwise redacted copies of documents may be produced where the portions deleted

6.



EXHIBIT A


answers to questions produced pursuant to compulsory process or voluntarily in lieu thereof,
and any other Documents or information produced or given to one Party by another Party or by a
Third Party in connection with discovery,in this Matter. Information taken from Discovery
Material that reveals its substance shall also be considered Discovery Material.

4, “Commission” shall refer to the Federal Trade Commission, or any of its
employees, agents, attorneys, and all other persons acting on its behalf, excluding persons .
retained as consultants or experts for purposes of this proceeding.

5. “Polypore” means Polypore International, Inc., and its predecessors, divisions,

and subsidiaries, and all persons acting or purporting to act on its behalf.

6. “Respondent” means Polypore.
7. “Party” means the Commission or Polypore.
8 “Third Party” means any natural person, partnership, corporation, association, or’

other legal entity not named as a Party to this Matter and its employees, directors, officers;
attorneys and agents.

9. “Producing Party” means a Party or Third Party that produced or intends to
produce Confidential Material to any of the Parties. With respect to Confidential Material of a
Third Party that is in the possession, custody or control of the FTC, or has been produced by the

- FTC in this matter, the Producing Party shall mean the Third Party that originally provided such

material to the FTC. The Producing Party shall mean the FTC for purposes of any Document or
Discovery Material prepared by, or on behalf of, the FTC.

10, “Matter” means the above captioned matter pending before the Federal Trade
Commission, and all subsequent administrative, appellate or other review proceedings related

thereto.



Judge. Where in camera treatment is granted, a duplicate copy of such document or transcript

with the Confidential Material deleted therefrom may be placed on the public record.

13. If any Party receives a discovery request in another proceeding that may require :
the disclosure of Confidential Material submitted by another Party or Third Party, the recipient
of the discovery request shall promptly notify the submitter of receipt of such request. Unless a
shorter time is mandated by an order of ‘a court, such notification shall be in writing and be
received by the submitter at least 10 business days before production, and shall include a copy of
this Protective Order and a cover letter that will apprise the submitter of its rights hereunder.
Nothing herein shall be construed as requiring the recipient of the discovery request or anyone
else covered by this Order to challenge or appeal any order requiring production of Confidential
Material, to subject itself to any penalties for non-compliance with any such order, or to seek any

_ relief from the Administrative Law Judge ot the Commission. ‘The recipient shall not oppose the
submitter’s efforts to challenge the disclosure of confidential material. In addition, nothing

herein shall limit the applicability of Rule’4.11(e) of the Commission’s Rules of Practice, 16

C.E.R. §4.11(€), to discovery requests in another proceeding that are directed to the Commission.

14. At the time that any consultant or other person retained to.assist counsel in the
_preparation of this action, concludes participation in the action, such person shall return to
counsel all copies of documents or portions thereof designated confidential that are in the
possession of such person, together with all notes, memoranda or other papers containing
judicial review, the parties shall return documents obtained in this. action to their submitters,
provided, however, that the Commission’s obligation to return documents shall be governed by .

the provisions of Rule 4.12 of the Rules of Practice, 16 C.F.R. §4:12.

92



shall be treated as Confidential Material.

5. If any Party seeks to challenge the Producing Party’s designation of material as
Confidential Material, the challenging Party shall notify the Producing Partyand all other Parties
of the challenge. Such notice shall identify with specificity (i2., by document control numbers,
deposition transcript page and line reference, or other means sufficient to locate easily such.
materials) the designation being challenged. .The Producing Party may preserve its designation
by providing the challenging Party and all other Parties a written statement of the reasons for the
designation within five (5) business days of receiving notice of the confidentiality challenge. If
the Producing Party timely preserves its rights, the Parties shall continue to treat the challenged
material as Confidential Materials, absent a written agreement with the Producing Party or order

of the Commission providing otherwise.

6. If any conflict regarding a confidentiality designation arises and the Parties and

; Producing Party involved have failed to resolve the conflict via good-faith negotiations, a Party
seeking to disclose Confidential Material or challenging a confidentiality designation may make
written application to the hearing officer for relief. The application shall be served on the
Producing Party and the other Parties to this Matter, and shall be accompanied by a certification
that good-faith negotiations have failed to resolve the outstanding issues. The Producing Party
and any other Party shall have five (5) business days after receiving.a copy of the motion to
respond to the application. While an application is pending, the Parties shall maintain the pre-
application status of the Confidential Material. Nothing in this Protective Order shall create a
presumption or alter the burden of persuading the hearing officer of the propriety of-a requested
disclosure or change in designation.

“5.



CERTIFICATE OF SERVICE

Thereby certify that on November 6, 2008, I caused a copy of a Subpoena Duces Tecum
directed to EnerSys to be served upon the following persons, at the addresses and through the

means noted below:
Via Certified Mail:

EnerSys
2366 Bernville Road
Reading, PA 19605

Via Electronic Mail:

J. Robert Robertson, Esq.
Federal Trade Commission
600 Pennsylvania Avenue, NW
Washington, DC. 20580
rrobertson@fic.gov

Steven Dahm, Esq.

Federal Trade Commission
600 Pennsylvania Avenue, NW
Washington, DC 20580.
sdahm@ftc.gov

Eric D. Welsh ~

Parker Poe Adams & Bernstein LLP
Three Wachovia Center

401 South Tryon Street, Suite: 3000
Charlotte, NC 28202

Telephone: (704) 335-9052
Facsimile: (704) 334-4706



SUBPOENA DUCES TECUM ISSUED-TO ENERSYS
ON BEHALF OF POLYPORE INTERNATIONAL, INC.
FTC DOCKET NO. 9327

EXHIBIT A
IL REQUESTS
1. All documents (including without limitation internal email or other: written

communication at EnerSys) relating to any communication between EnerSys and Polypore
regarding (a) any actual or potential contract for lead acid battery separators, (b) any actual or
proposed change in Polypore. prices and/or (c) any actual or potential increase or decrease in the
volume of lead acid battery separators purchased from Polypore.’

2. All documents (including without limitation internal email or- other written
communication at EnerSys) relating to-any communication between EnerSys and Microporous
regarding (a) any actual or potential contract for lead acid battery separators, (b) actual or
proposed pricing of lead acid battery separators by Microporous, (c) actual or proposed
development and/or testing of lead acid battery separators or (d) Polypore.

3. All documents (including without limitation internal email or other written
communication at EnerSys) relating to any communication between EnerSys and ENTEK.
regarding (a) any actual or potential contract for lead acid battery separators, (b) actual or
proposed prices for lead acid battery separators by ENTEK, (c) actual or proposed development
and/or testing of lead acid battery separators, (d) Microporous or (e) Polypore.

4. All documents (including without limitation internal email or other written
communication at EnerSys) relating to any communication between EnerSys and any Third Party
other than Polypore, Microporous. or ENTEK: regarding (a)-any-actual or potential contract for
lead acid battery ‘separators, (b)-actual or potential prices “for lead acid:battery separators, (c)
actual or proposed development and/or esting of lead acid battery separators, (d) Microporous,
(e) ENTEK or (f) Polypore:

5. All documents: constituting or reflecting any actual or potential contract or
agreement between EnerSys and Polypore for the manufacture and sale by Polypore to EnerSys
of lead acid battery separators...

6. All documents constituting or reflecting any. actual. or potential contract or
agreement between EnerSys and ENTEK for the. manufacture.and sale by ENTEK to EnerSys of
lead acid battery separators.

7. All ddcuments: constituting. or -reflecting any actual or ‘potential contract or

agreement between EnerSys and Microporous for the manufacture and sale :by’Microporous to
EnerSys of lead acid battery separators.

PPAB 1495312v1



CERTIFICATE OF SERVICE

Thereby certify that on November 14, 2008, I filed via overnight courier and electronic
mail delivery an original and two copies of the foregoing Motion to Extend Time in Which to
Move to Limit Subpoena Served by Respondent Upon Third Party and to Seek Cost
Reimbursement, and proposed Order with:

Donald S. Clark, Secretary

Office of the Secretary

Federal Trade Commission

600 Pennsylvania Avenue, NW, Rm. H-135
Washington, DC 20580

secretary@fic.gov

Thereby certify that on November 14, 2008, I delivered via overnight courier and
electronic mail delivery two copies of the foregoing Motion to Extend Time in Which to Move to
Limit Subpoena Served by Respondent Upon Third Party and to Seek Cost Reimbursement, and
proposed Order to:

The Honorable D: Michael Chappell
Administrative Law Judge

Federal Trade Commission

600 Pennsylvania Avenue, NW
Washington, DC 20580
oalj@ftc.gov

I hereby certify that on November 14, 2008, I served via overnight courier and electronic
mail delivery a copy of the foregoing Motion to Extend Time in Which to Move to Limit
Subpoena Served by Respondent Upon Third Party and to Seek Cost Reimbursement, and
proposed Order on:

Eric D. Welsh, Esquire

Parker Poe Adams & Bernstein, LLP
Three Wachovia Center

401 S. Tryon Street, Suite 3000
Charlotte, NC 28202
ericwelsh@parkerpoe.com

Steven A. Dahm, Esquire
Federal Trade Commission
Bureau of Competition
Mergers II Division

601 New Jersey Avenue, NW
Washington, D.C. 20001
sdahm@fic.gov

Date: November 14, 2008 Lie cdr? ___
Neil C. Schur

SL1 884054v1/008444.00930


9. EnerSys is presently engaged in making a determination as to the planning, the
costs, the number of individuals and the total person-hours involved in responding to the
Subpoena.

10. EnerSys has not yet determined the costs, the number of individuals and the total
person-hours involved in responding to the Subpoena, but there is no doubt that the effort will be
extremely time consuming, costly and burdensome.

11. Certain potentially responsive documents are housed outside the United States,
and EnerSys requires time to retrieve and review those documents.

12. Certain potentially responsive electronically stored information is housed outside
the United States, and EnerSys requires time to retrieve and review that information.

13. EnerSys intends to request that the Administrative Law Judge enter an Order
requiring Respondent to reimburse EnerSys for its costs incurred in responding to the Subpoena,
including costs incurred in locating and producing documents in compliance with the Subpoena.

14. EnerSys will not, however, delay document production during the period that its
cost reimbursement motion may be pending.

Thave read the above statement and swear it is true and correct to the best of my

personal knowledge and information. Ct:

LARRY ‘C) ,
Sworn to and subscribed before me
this {3 an of Nove: 008 NOTARIAL SEAL
JERRY L. SEYLER; Notary Public
City of Reading, Berks County
My Commission Expires Sept. 14, 2010

mer ¢

SLI 884054v1/008444.00930


AFFIDAVIT OF LARRY AXT

COMMONWEALTH OF PENNSYLVANIA
COUNTY OF BERKS

I, Larry Axt, being duly sworn, depose and make the following statement:

1. Iam presently employed as the Vice President, Global Procurement, of EnerSys.

2. EnerSys is a global manufacturer of flooded lead acid batteries headquartered at
2366 Bernville Road, Reading, Pennsylvania 19605.

3. Prior to the stock purchase at issue in this case, EnerSys purchased high-

performance polyethylene battery separators from both Respondent and Microporous Products

LP.

4. At present, EnerSys purchases high-performance polyethylene battery separators
solely from Respondent.

5. Among my duties and responsibilities is the collection and review of documents

and electronically stored information that is responsive to subpoenas served on EnerSys.

6. Ihave reviewed the Subpoena issued by Respondent to EnerSys in this matter
(“Subpoena”).

7. Trespectfully submit this Affidavit in support of EnerSys’ Motion to Extend Time
in Which to Move to Limit Subpoena Served by Respondent Upon Third Party and to Seek Cost
Reimbursement.

8. EnerSys received the Subpoena from counsel for the Federal Trade Commission

on November 7, 2008.

SLI 884054v1/008444.00930



@cory

UNITED STATES OF AMERICA

FEDERAL TRADE COMMISSION
OFFICE OF ADMINISTRATIVE LAW JUDGES

)
In the Matter of )
. ) Docket No. 9327
Polypore International, Inc. )
a corporation. )
)
‘ PROTECTIVE ORDER GOVERNING DISCOVERY MATERIAL

For the purpose of protecting the interests of the Parties and Third Parties in the above-
captioned matter against improper use and disclosure of confidential information submitted or
produced in connection with this Matter:

IT IS HEREBY ORDERED THAT this Protective Order Governing Confidential
Material (“Protective Order”) shall govern the handling of all Discovery Material, as hereafter
defined.

: DEFINITIONS

For purposes of this Protective Order, the following definitions apply:

1, “Confidential Material” shall mean all Discovery Material that is confidential or
proprietary information produced in discovery.’ Such material is referred to in, and protected by,
section 6(f) of the Federal Trade Commission Act, 15 U.S.C: § 46(f); section 21 of the Federal ,
Trade Commission Act, 15 U.S.C. § 57b-2, the FTC Rules of Practice, Sections 4.9, 4.10, 16
C.F.R. §§ 4.9, 4.10; and precedents thereunder. Confidential Material'shall include non-public
trade secret or other research, development, commercial or financial information, the disclosure

of which would likely cause commercial harm to the Producing Party or to Respondent. The



SUBPOENA DUCES TECUM
Issued Pursuant to Rule 3.34(b), 16 C.F.R. § 3.34(b)(1997)

1-79 2. FROM
EnerSys
2366 B ille Road
Reading. PA 19605 UNITED STATES OF AMERICA
FEDERAL TRADE COMMISSION

This subpoena requires you to produce and Permit inspection and copying of designated books, documents (as
defined in Rule 3.34(b)), or tangible things - or to permit inspection of premises - at the’daf And time specified in,
Item 5, at the request of Counsel listed in Item 9, in the proceeding described in Item 6:

3. PLACE OF PRODUCTION OR INSPECTION 4. MATERIAL WILL BE PRODUCED TO

Parker. Poe Adams & Bernstein, LLP Polypore International, Inc.

Three Wachovia Center

401 S. Tryon Street, Suite 3000 ‘.. DATE AND TIME OF PRODUCTION OR INSPECTION

CHarlotte, NC 28202 November 25, 2008 9:30 a.m,
6. SUBJECT OF PROCEEDING
In the Matter of Polypore International, Inc., Docket No. 9327
7. MATERIAL TO BE PRODUCED
See Attached Requests, Instructions and Definitions.
8. ADMINISTRATIVE LAW JUDGE 9. COUNSEL REQUESTING SUBPOENA
The Honorable D. Michael Chappell Eric D. Welsh
od (704) 335-9052
Féderal Trade Commission
Washington, D.C. 20580
DATE ISSUED SECRETARY'S SIGNATURE. .
October 24, 2008 Died & (le —
GENERAL INSTRUCTIONS
APPEARANCE TRAVEL EXPENSES

The delivery of this subpoena to you by any method The Commission's Rules of Practice require that fees and

prescribed by the Commission's Rules of Practice is
legal service and may subject you to a penalty
imposed by law for failure to comply.

MOTION TO LIMIT OR QUASH

The Commission's Rules of Practice require that any
motion to limit or quash this subpoena be filed within
the earlier of 10 days after service or the time for
compliance. The original and ten copies of the. petition
must be filed with the Secretary of the Federal Trade
Commission, accompanied by an affidavit of service of

the document upon counsel listed in Item 9, and upon

all other parties prescribed by the Rules of Practice.

mileage be paid by the party that requested your
appearance. You should present your claim to counsel
listed in Item 9 for payment. If you are permanently or
temporarily living somewhere other than the address on
this subpoena and it would require excessive travel for
you to appear, you must get prior approval from counsel
listed in Item 9.~

This subpoena does not require approval by OMB under
the Paperwork Reduction Act of 1980.

FTC Form 70-B (rev. 1/97)



contain privileged matter, provided that the copy produced shall indicate at the appropriate point

that portions have been deleted and the reasons therefor.

9. Confidential Material shall-be disclosed only to: (a) the Administrative Law
Judge presiding over this proceeding, personnel assisting the Administrative Law Judge, the
Commission and its employees, and personnel retained by the commission as experts or
consultants for this proceeding, (b) judges and other court personnel of any court having
jurisdiction over any appellate proceedings involving this matter, (c) court reporters in this
matter, (d) outside counsel of record for Respondent, its associated attorneys and other
employees of its law firm(s), provided they are not employees of Respondent, (e) Michael Shor,
Polypore Special Counsel, (f) anyone retained to assist outside counsel in the preparation of
hearing of this proceeding including consultants, provided they are not affiliated in any way with
Respondent and have signed Exhibit A hereto, (g) any witness or deponent who may have
authored or received the information in question; (h) any individuat who was in the direct chain
of supervision of the author at the time the Discovery. Material was created or received, except
that this provision does not permit disclosure of Industrial Growth partner or Warburg Pincus
Intemational documents to Polypore or former Microporous personne! who would net otherwise
have had access to the Discovery Material; (i) any employee or agent of the entity that created or
received the Discovery Material; (j) anyone representing the author or recipient of the Discovery ,

Material in this Matter; and (k) any other Person(s) authorized in writing by the Producing Party.

10. Disclosure of confidential material to any person described in Paragraph 9 of this
Protective Order shall be orily for the purposes of the preparation and hearing of this Matter, or
any appeal therefrom, and for no other purpose whatsoever; provided; however, that the

-7-



©
SO MECEIVED DOCUMENTS
(aaa oy
94 Finn
539089

SECRETARY,

ORIGINAL

UNITED STATES OF AMERICA
BEFORE THE FEDERAL TRADE COMMISSION

In the Matter of )
) Docket No. 9327
Polypore International, Inc. )
)

a corporation. PUBLIC

MOTION TO EXTEND TIME IN WHICH TO MOVE TO
LIMIT SUBPOENA SERVED BY RESPONDENT UPON THIRD PARTY
ME]

EnerSys hereby moves to extend the time in which it may move to limit the
Subpoena served upon it by Respondent Polypore International, Inc, “Respondent” or
“Polypore”) to and including December 16, 2008. In support thereof, EnerSys attaches as
Exhibit A the Affidavit of Lany Axt (“Axt Affidavit”) and states the following:

1. EnerSys is a global manufacturer of flooded lead acid batteries headquartered at 2366
Bemville Road, Reading, Pennsylvania 19605. Axt Affidavit 72. ;

2. Prior to the stock purchase at issue in this case, EnerSys purchased high-performance
polyethylene battery Separators from both Respondent and Microporous Products LP. Axt
Affidavit 7 3.

3. At present, BnerSys purchases high-performance polyethylene battery separators
solely from Respondent. Axt Affidavit § 4.

4. Respondent has directed a Subpoena to EnerSys, a copy of which is attached hereto
as Exhibit B (the “Subpoena”),

5. EnerSys received the Subpoena from counsel for the Federal Trade Commission
counsel on November 7, 2008. Axt Affidavit | 8.

6. The Subpoena is returnable on November 17, 2008.

7. The Subpoena Tequests documents as set forth in 34 paragraphs.

1
SLI 8840S4v1/008444,00930

TRADE COM

>»



20. All documents relating to any testing or qualification by EnerSys of lead acid
battery separators produced by any entity other than Polypore or Microporous.

21. All documents reflecting or discussing any manufacturer of lead acid battery
separators.

22. All documents describing, discussing or reflecting by brand name or manufacturer
the products comprising lead acid battery separators including those products used for the
following end ‘uses or applications: golf car or cart; floor scrubber or sweeper; automotive;
miotorcycle; truck; train; fork lift; pallet truck; submarine, uninterrupted power supply for
hospitals, telephone companies and other uses; motive; industrial; marine; stationary; and/or
nuclear power plant.

23, ~ All documents discussing or referring to any type of battery separator, including
AGM separators, other than those used in flooded lead acid batteries.

24. All documents describing, discussing or reflecting products that are or might be
competitive with lead acid battery separators including those products used for the following end
uses or applications: golf car or cart; floor scrubber or sweeper; automotive; motorcycle; truck;
train; fork lift; pallet truck; submarine; uninterrupted power supply for hospitals, telephone
companies and other uses; motive;.industrial; marine; stationary; and/or nuclear power plant.

25. Documents discussing or describing any technology used in the manufacture of
battery separators for lead acid batteries.

26. All documents discussing or mentioning the actual or potential acquisition of
Microporous by Polypore.

27. All documents discussing, mentioning or describing any effect, actual, potential
or perceived, on EnerSys’s business’ of an acquisition of Microporous by Polypore, and all
documents relating to any plan or course of action considered or adopted by EnerSys to address
such effect. ,

28. All documents reflecting any. product or technology that is a substitute for lead
acid battery separators manufactured by Polypore or Microporous, including but not limited to,
any substitute product or technology: considered by EnerSys as an alternaté technology for lead
acid battery separators manufactured by Polypore or Microporous.

29. All documents referring to or discussing other sources of lead acid battery
separators that EnerSys could or might be able to use to replace Polypore as a source of supply.

30. All documents referring to or discussing Polypore’s past, present or future
competitive position in the lead acid battery separator business.

31. All documents relating to any actual or perceived advantage to EnerSys of the
location of its lead acid battery supplier,

32,. All documents, including affidavits and statements, which EnerSys provided to
the FTC relating in any way to Polypore.

PPAB 1495312vt



8. All documents constituting or reflecting any actual or potential contract or
agreement between EnerSys and any Third Party other thay ENTEK, Polypore or Microporous
for the manufacture and sale by any such Third Party to EnérSys of lead acid battery separators.

9. Ali documents reflecting any discussion or consideration internally at EnerSys
‘about EnerSys producing or manufacturing lead acid battery separators whether in Tesponse- to
Polypore’s actual or potential Acquisition.of Microporous, any actual or potential change in price
of lead acid battery separators or. otherwise. 1

10. All dociments or any database “yeflécting’ all lead acid battery separators
purchased by EnerSys from ‘any supplier, including but not limited to the specific, product(s)
purchased, the amount or volume of each such product(s) purchased, the price(s). of the
product(s) purchased, the date(s) of purchase, the end use(s) or application(s). of the product
purchased and the EnerSys plant to which such product was shipped.

“11. ~ All documents relating’to any consideration by EnerSys or any Third Party to
sponsor, finance or support entry or expansion of a battery separator business in (a) North
America or (b) the world

12. All documents discussing, describing or -reflecting any actual or potential
ownership interest. of EnerSys in any joint venture-or other. entity that manufactures lead acid
battery separators. .

13. All documents discussing, describing or reflecting, by dollar amount, units, price,
square meters and product type.or brand, all battery separators Purchased by EnerSys from any
source from January 1, 2000 to the present.

14. For all product responsive to Request No. 13, all documents reflecting the actual
or anticipated end use or application of the Product purchased by EnerSys and the destination of
the shipment of such product. pod

15. All. documents discussing, describing or reflecting any internal discussions,
communications or consideration given by EnerSys to putchasing or acquiring a supplier of lead
acid battery separators, entering into a joint venture or similar relationship for the supply of lead
acid battery separators, or building a plant to manufacture lead acid battery sepatators for use by
EnerSys. , .

16, All documents discussing, describing or reflecting any actual or potential entrant
in the manufacturing of lead acid battery: separators.

17. All doctiments ‘relating to any company or entity that entered or was viewed a asa
potential entrant into the production and sale of lead acid battery separators.

18. . All documents relating to any: actual or potential barrier to entry. for suppliers or
manufacturers. of lead. acid battery separators,.:including without; limitation, costs of entry or
achieving minimum viable scale, in (a) North America and (b) the world.

19, All documents relating to any testing or. qualification by BnerSys of lead acid
battery separators: manufactured by.Polypore or Microporous.

2 6
PPAB.1495312v1



UNITED STATES OF AMERICA
BEFORE THE FEDERAL TRADE COMMISSION

)
In the Matter of )
) Docket No. 9327
Polypore International, Inc. y
a corporation. )
)
ORDER

Upon consideration of the motion of EnerSys, it is hereby ordered that the time in
which EnerSys may move to limit the subpoena issued by Respondent, Polypore International,
Inc., and/or to seek cost reimbursement, with respect to locating and producing documents in
compliance with said subpoena, is extended to and including December 16, 2008.

ENTER:

Administrative Law Judge D. Michael Chappell

SL1 884054v1/008444.00930


EXHIBIT B



TE AND CO! TECTIVE ORDER

1. Any Document or portion thereof submitted by Respondent or a Third Party
during the Federal Trade Commission (“FTC”) investigation preceding this Matter or during the
course of proceedings in this Matter that is entitled to confidentiality under the Federal Trade
Commission Act, or any regulation, interpretation, or precedent concerning documents in the
possession of the Commission, as well as any information taken from any portion of such
document, shall be treated as Confidential Material for purposes of this Protective Order. For
purposes of this Protective Order, the identity of a Third Party submitting such Confidential
Material shall also be treated as Confidential ‘Material where the submitter has requested in

writing such confidential treatment:

2. The Parties and ainy Third Parties, in complying with informal discovery requests,
disclosure requirements, discovery demands or formal process in this Matter may designate any
responsive document or portion thereof Confidential Material, including documents obtained by

them from Third Parties pursuant t6 discovery or as otherwise obtained.

3. The Parties, in conducting discovery from Third Parties, shall provide to each
Third Party a copy of this Protective Order so as to inform each such Third Party of his, her or its ©

rights herein.

4. A designation of confidentiality shall constitute a representation in good faith and
-after careful determination that the material is not reasonably believed to be already in the public
domain and that-counsel believes the material so designated constitutes Confidential Material, as

defined in Paragraph 1 of the Definitions of this Protective Order. . All deposition transcripts

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“ORDERED:

15. The inadvertent production or disclosure of any Discovery Material, which a.
Producing Party claims should not have been produced or disclosed because of a privilege, will
not be deemed to be a waiver of any privilege to which the Producing Party would have been
entitled had the privileged Discovery Material not inadvertently been produced or disclosed.
The inadvertent production of a privileged document shall not in itself be deemed a waiver of

any privileged applicable to any other documents relating to the subject matter.

16. This Protective Order shall not apply to the disclosure by a Producing Party or its

counsel of its own Confidential Material.

17, The provisions of this Protective Order, insofar as they restrict the
communication and use.of confidential discovery material, shall, without written permission of
the submitter or further order of the Commission, continue to be binding after the conclusion of

this proceeding.

D. Michael Chappell
Administrative Law Judge

Date: October 23, 2008

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19. Counsel for the Federal Trade Commission, Steven A. Dahm, Esquire, has reviewed
this motion and authorized the undersigned to represent to the Administrative Law Judge that the
Federal Trade Commission takes no position on the motion.

20. Counsel for Respondent, Eric D. Welsh, Esquire has reviewed this motion and
authorized the undersigned to represent to the Administrative Law Judge that Respondent has no
objection to the extension of time requested by the motion. Respondent does not agree that
EnerSys is entitled to recover the costs of reviewing and gathering documents for production but
is willing to reimburse EnerSys for its reasonable costs of photocopying the documents.

WHEREFORE, EnerSys respectfully requests that the time in which it may
move to limit the Subpoena served upon it by Respondent and to seek cost reimbursement, be
extended to and including December 16, 2008.

Dated: November 14, 2008 STEVENS & LEE, P.C.

By hea fhs_
Neil C. Schur
Eugene V. Lipkowitz
1818 Market Street, 29th Floor
Philadelphia, Pennsylvania 19103
(215) 751-1944
nesc@stevenslee.com
evl@stevenslee.com

SL1 884054v1/008444.00930


5. “ENETK” for the purposes of this request, means the ENTEK International LLC, and any
affiliate, subsidiary or division thereof, and their respective employees,. officers, directors,
partners, attorneys and agents. ;

6. -. “FTC” means the Federal Trade Commission, and any of its-directors, commissioners,
employees, consultants and agents.

7. “Polypore matter” means the investigation conducted by the FTC under Rule No. 081-

0131 and this Administrative Proceeding, Docket No. 9327.

8. “Investigation” means any FTC investigation, whether formal or informal, public or non-
public.
9. “Third Party” means any person; corporate entity; partnership; association; joint venture;

state, federal or local governmental agency, authority or official; research ot trade association; or
any other’ -entity other than EnerSys or any of its subsidiaries.

10. “Complaint” means the Complaint issued by the Federal Trade Commission to Polypore
International, Inc. in Docket No. 9327.

ll. . “Relating to” means in whole or in part constituting, containing, concerning, discussing,
describing, analyzing, identifying or stating:

12. Unless otherwise stated, the'relevait time period for these requests is January 1, 2003 to
the present.

13. The use of the singular shall be deemed to include the plural and vice versa.

14, The terms “and” and “or” shall be ititerpreted liberally as conjunctive, disjunctive, or
both, depending on the context, so as to have their broadest meaning:

15,  Whenéver necessary’ to bring within the scope of a request all documents that might
otherwise be construed to be outside its scope, the use ofa vei aly terise Shall be constried as

the use of thie verb in all other tenses.

PPAB 1495312v1



serve your responses must be immediately produced to counsel for Polypore by supplementary

response.

PPAB 1495312vi



11. EnerSys has not yet determined the costs, the number of individuals and the total
person-hours involved in responding to the Subpoena, but there is no doubt that the effort will be
extremely time consuming, costly and burdensome. Axt Affidavit | 10.

12. Certain potentially responsive documents are housed outside the United States, and
EnerSys requires time to retrieve and review those documents. Axt Affidavit J 11.

13. Certain potentially responsive electronically stored information is housed outside the
United States, and EnerSys requires time to retrieve and review that information. Axt Affidavit q
12.

14. In view of the number of documents sought, the number of requests for documents,
and the complexity of issues presented, EnerSys requires a reasonable amount of time to advise
Respondent as to whether it will seek to limit the Subpoena.

15. Moreover, prior to filing a motion to limit the Subpoena, EnerSys requires a
reasonable amount of time to confer with Respondent’s counsel pursuant to 16 C.F.R. § 3.22(f).

16. An extension of time for EnerSys to file a motion to limit the Subpoena to
December 16, 2008 is reasonable and appropriate under the foregoing circumstances.

17. EnerSys intends to request that the Administrative Law Judge enter an Order
requiring Respondent to reimburse EnerSys for its costs incurred in responding to the Subpoena,
including costs incurred in locating and producing documents in compliance with the Subpoena.
Axt Affidavit { 13.

18. EnerSys will not, however, delay document production during the period that its cost

reimbursement motion may be pending. Axt Affidavit ] 14.

SLI 884054v1/008444.00930


Commission may, subject to taking appropriate steps to preserve the confidentiality of such
-material, use or disclose confidential materials as provided by-its Rules of Practice; Sections 6(f)
and 21 of the Federal Trade Commission Act; or any other legal obligation imposed upon the

Commission.

11, In the event that any Confidential Material is contained in any pleading, motion
exhibit or other paper filed or to be filed with the Secretary of the Commission, the Secretary
shall be so informed by the Party filing such papers, and such papers shall be filed under seal.
To the extent that such material was originally submitted by a Third Party, the Party including
the Materials in its papers shall immediately notify the submitter of such inclusion. Confidential
Material contained in the papers shall remain under seal until further order of the Administrative
Law Judge; provided, however, that such papers may be furnished to persons or entities who
may receive Confidential Material pursuant to Paragraphs 9 or 10. Upon or after filing any
paper containing Confidential Material, the filing party shall file on’the public record a duplicate
copy of the paper that does not reveal confidential material, Further, if the protection of any
such material expires, a Party may file on the public record a-duplicate copy which also contains

the formerly protected material.

12. If counsel plans to introduce into evidence at the hearing any document or
transcript containing Confidential Material produced by another Party or by a Third Party, they
shall provide ten (10) days advance notice to the other Party or Third Party for purposes of
allowing that Party or Third Party to seek an order that the document or transcript be granted in
camera treatment. If that Party or Third Party wishes:in camera treatment for the document or
transcript, the Party or Third Party shall file an appropriate motion with the Administrative Law

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8. The Subpoena generally seeks documents generated as early as January 1, 2003, but

in some instances, seeks documents generated as early as January 1, 2000.

9. Among the documents sought by the Subpoena are all documents relating to:

@

(b)

©)

@

©)

@

Communications between EnerSys, on one hand, and
Polypore, Microporous, ENTEK or any third party, on the
other hand, regarding (a) any actual or potential contract
for lead acid battery separators, (b) any actual or proposed
change in Polypore prices and/or (c) any actual or potential
increase or decrease in the volume of lead acid battery
separators purchased from Polypore;

Any actual or potential contract or agreement between
EnerSys, on one hand, and Polypore, Microporous, ENTEK
or any third party, on the other hand, for the manufacture
and sale to EnerSys of lead acid battery separators;

Any internal discussion or consideration internally at
EnerSys about EnerSys producing or manufacturing lead
acid battery separators;

All lead acid battery separators purchased by EnerSys from
any supplier, including but not limited to the specific,
product(s) purchased, the amount or volume of each such
product(s) purchased, the price(s) of the product(s)
purchased, the date(s) of purchase, the end use(s) or
application(s) of the product purchased and the EnerSys
plant to which such product was shipped;

Units, price, square meters and product type or brand, of all
battery separators purchased by EnerSys from any source
from January 1, 2000 to the present; and

Actual or anticipated end use or application of certain
products purchased by EnerSys and the destination of the
shipment of such product.

See Exhibit B. The foregoing list is representative and is in no sense exhaustive.

10. EnerSys is presently engaged in making a determination as to the planning, the costs,

the number of individuals and the total person-hours involved in responding to the Subpoena.

Axt Affidavit 49.

SLI 884054v1/008444.00930

7



- Material also include the duty and obligation to:

a. maintain such Confidential Material in separate locked room(s) or locked
cabinet(s) when such Confidential Material is not being reviewed;

b. return such Confidential Material to Complaint Counsel or Respondent’s
Outside Counsel, as appropriate, upon the conclusion of my assignment or
retention, or upon conclusion of this Matter; and

c. use such Confidential Material and the information contained therein
solely for the purpose of rendering consulting services to a Party to this
Matter, including providing testimony in judicial or administrative
proceedings arising out of this Matter.

: 5. lam fully aware that, pursuant to Section, 3.42(h) of the ETC Rules of Practice, 16
C.F.R. § 3.42(h); my failure to comply with the terms of the Protective Order may constitute
contempt of the Commission and may subject me to sanctions. «

Date:

Full Name [Typed or Printed]

Signature

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33. A copy of any transcript of any testimony, deposition or investigational hearing

conducted in the Polypore Matter.

34. All documents evidencing, relating or referring to communications between the
FTC and EnerSys relating’in any way to Polypore or Microporous.

Ne

PPAB 1495312v1

\



16. The term “all” includes any and vice versa.

17. If you object to any part of a document request under the FTC Rules of Practice §3.37(b),
set forth the basis for your objection and respond to all parts of the document request to which
you do not object. No part of a document request shall be left unanswered merely because af
objection is interposed to another part of a document request: .

18. Ifa document database is provided, provide an explanation of the definitions used and the
fields existing in.such database.

19. _ All documents that respond, in whole or in part, to any portion of any document request
shall be produced in their entirety, including all-attachments, enclosures, cover memoranda and
post-it notes.

20.  -If.any privilege is claimed as a ground for not producing any document, provide for each
such document withheld on the basis of privilegé all informnation required by FTC Rules of
Practice §3.38A.

21, ‘In the event that any responsive document was, but is no longer in your possession, state
what disposition was made of it, when, and the reason for such disposition. Inthe event that a
responsive document has been destroyed or returned to'a Third Party, state (i) the reason for such
document’s destruction or return, the date on which the document was destroyed or returned, and
the Third Party to whom the document was returned or-on’ whose behalf the document was
destroyed; (ii) the namie, tifle; and Iocation thereof within EnerSys of the individual in whose
‘possession, custody or control the document was when it was destroyed or returned; and (iii) the
name, title, and location thereof within EnerSys of the individual‘who destroyed or returned the
document. ,

22. These document requests are continuing in nature, up to and during the course of the

adjudicative heating. All dociments sought by thesé requests that you obtain or locate after you

7
PPAB 1495312v1