Exhibit
4.3


 


POLYPORE INTERNATIONAL, INC.,


 


THE GUARANTORS named herein


 


and


 


THE BANK OF NEW YORK MELLON, as Trustee


 






 


FIRST SUPPLEMENTAL INDENTURE


 


Dated as of November 30, 2010


 


TO


 


INDENTURE


 


Dated as of May 13, 2004


 






 


U.S. Dollar-denominated 83⁄4% Senior Subordinated Notes due 2012


 


Euro-denominated 83⁄4% Senior Subordinated Notes due 2012


 






 

















 


FIRST
SUPPLEMENTAL INDENTURE dated as of November 30, 2010 (this “Supplemental
Indenture”), to the Indenture dated as of May 13, 2004 (the “Indenture”)
among Polypore International, Inc., a Delaware corporation (the “Company”),
the Guarantors (as defined in the Indenture) and The Bank of New York Mellon, a
New York banking corporation, as trustee (the “Trustee”).


 


W I T N E S S E T H


 


WHEREAS,
the Company, the Guarantors and the Trustee have heretofore executed and
delivered the Indenture, and the Company has issued pursuant to the Indenture
its U.S. Dollar-denominated 83⁄4% Senior Subordinated Notes due May 15, 2012
(the “Dollar Notes”) and Euro-denominated 83⁄4% Senior Subordinated Notes due May 15,
2012 (the “Euro Notes” and, together with the Dollar Notes, the “Notes”);


 


WHEREAS,
Section 9.02 of the Indenture provides that the Company, the Guarantors
and the Trustee may, with the consent of the Holders (as defined in the
Indenture) of at least a majority in principal amount of the Notes then
outstanding voting as a single class (including consents obtained in connection
with a tender offer or exchange for, or purchase of, the Notes), amend or
supplement the Indenture, subject to certain limitations set forth in the
Indenture;


 


WHEREAS,
the Company has solicited the consents of the Holders of the Notes pursuant to
the Offer to Purchase and Consent Solicitation Statement dated November 10,
2010 (as the same may be amended or supplemented from time to time, the “Statement”),
and in the related Letter of Transmittal and Consent dated November 10,
2010 (as the same may be amended or supplemented from time to time, together
with the Statement, the “Offer”), to the proposed amendments to the Indenture
upon the terms and conditions set forth therein (the “Amendments”);


 


WHEREAS,
the Company has received and delivered or caused to be delivered to the Trustee
the consents of the Holders of at least a majority in principal amount of the
outstanding Notes to the Amendments pursuant to the Offer;


 


WHEREAS,
each of the Company and the Guarantors has been authorized by resolution of its
board of directors to enter into this Supplemental Indenture;


 


WHEREAS,
each of the Company and the Guarantors has requested that the Trustee join in
the execution and delivery of this Supplemental Indenture;


 


WHEREAS,
all other acts and proceedings required by law, by the Indenture and by the
organizational documents of each of the Company and the Guarantors to make this
Supplemental Indenture a valid and binding agreement for the purposes expressed
herein, in accordance with its terms, have been duly done and performed; and


 


WHEREAS,
the Amendments contained herein will become operative (the “Operative Date”)
upon the Company’s acceptance for payment of at least a majority in principal
amount of the outstanding Notes that are validly tendered and not withdrawn on
or prior to the consent date contemplated by the Offer.


 

















 


NOW,
THEREFORE, in consideration of the premises and the covenants and agreements
contained herein, and for other good and valuable consideration the receipt of
which is hereby acknowledged, the Company, the Guarantors and the Trustee
hereby agree as follows:


 


ARTICLE 1


 


Definitions.


 


Capitalized
terms used in this Supplemental Indenture and not otherwise defined herein
shall have the meanings assigned to such terms in the Indenture.


 


ARTICLE 2


 


Amendments
to Table of Contents.


 


(a) 
The Table of Contents of the Indenture is amended by deleting the titles to Section 3.09,
Sections 4.02 through 4.04, Sections 4.06 through 4.18, Section 8.04(b) and
Section 11.06 and inserting, in each case, in lieu thereof the phrase “[intentionally
omitted]”.


 


ARTICLE 3


 


Elimination
or Amendment of Certain Definitions in Article 1 of the Indenture.


 


Sections
1.01 and 1.02 of the Indenture are amended by (i) deleting the last three
paragraphs of the definition of “Unrestricted Subsidiary” and (ii) deleting
all definitions of terms, and references to definitions of terms, that are used
exclusively in the text of the Indenture and the Notes that are being otherwise
eliminated by this Supplemental Indenture.


 


Elimination
of Certain Provisions in Article 3 of the Indenture.


 


Section 3.09 of the
Indenture is amended by deleting the text of such Section in its entirety
and inserting in lieu thereof the phrase “[intentionally omitted]”.


 


Elimination
of Certain Provisions in Article 4 of the Indenture.


 


(a)           Section 4.02 of the Indenture is amended by deleting the text of
such Section in its entirety and inserting in lieu thereof the phrase “[intentionally
omitted]”.


 


(b)           Section 4.03 of the Indenture is amended by deleting the text of
such Section in its entirety and inserting in lieu thereof the phrase “[intentionally
omitted]”.


 

















 


(c)           Section 4.04 of the Indenture is amended by deleting the text of
such Section in its entirety and inserting in lieu thereof the phrase “[intentionally
omitted]”.


 


(d)           Section 4.06 of the Indenture is amended by deleting the text of such
Section in its entirety and inserting in lieu thereof the phrase “[intentionally
omitted]”.


 


(e)           Section 4.07 of the Indenture is amended by deleting the text of
such Section in its entirety and inserting in lieu thereof the phrase “[intentionally
omitted]”.


 


(f)            Section 4.08 of the Indenture is amended by deleting the text of
such Section in its entirety and inserting in lieu thereof the phrase “[intentionally
omitted]”.


 


(g)           Section 4.09 of the Indenture is amended by deleting the text of
such Section in its entirety and inserting in lieu thereof the phrase “[intentionally
omitted]”.


 


(h)           Section 4.10 of the Indenture is amended by deleting the text of
such Section in its entirety and inserting in lieu thereof the phrase “[intentionally
omitted]”.


 


(i)            Section 4.11 of the Indenture is amended by deleting the text of
such Section in its entirety and inserting in lieu thereof the phrase “[intentionally
omitted]”.


 


(j)            Section 4.12 of the Indenture is amended by deleting the text of
such Section in its entirety and inserting in lieu thereof the phrase “[intentionally
omitted]”.


 


(k)           Section 4.13 of the Indenture is amended by deleting the text of
such Section in its entirety and inserting in lieu thereof the phrase “[intentionally
omitted]”.


 


(l)            Section 4.14 of the Indenture is amended by deleting the text of
such Section in its entirety and inserting in lieu thereof the phrase “[intentionally
omitted]”.


 


(m)          Section 4.15 of the Indenture is amended by deleting the text of
such Section in its entirety and inserting in lieu thereof the phrase “[intentionally
omitted]”.


 


(n)           Section 4.16 of the Indenture is amended by deleting the text of
such Section in its entirety and inserting in lieu thereof the phrase “[intentionally
omitted]”.


 


(o)           Section 4.17 of the Indenture is amended by deleting the text of
such Section in its entirety and inserting in lieu thereof the phrase “[intentionally
omitted]”.


 


(p)           Section 4.18 of the Indenture is amended by deleting the text of
such Section in its entirety and inserting in lieu thereof the phrase “[intentionally
omitted]”.


 


Amendment
of Certain Provisions in Article 5 of the Indenture.


 


(q)           Section 5.01 of the Indenture is amended by deleting the text of
such Section in its entirety and inserting in lieu thereof the following:


 

















 


“The
Company shall not, in a single transaction or series of related transactions,
consolidate or merge with or into any Person, or sell, assign, transfer, lease,
convey or otherwise dispose of all or substantially all of the Company’s assets
to any Person unless (i) either: (a) the Company shall be the
surviving or continuing corporation or limited liability company; or (b) the
Person (if other than the Company) formed by such consolidation or into which
the Company is merged or the Person which acquires by sale, assignment,
transfer, lease, conveyance or other disposition the properties and assets of
the Company substantially as an entirety: (x) shall be a corporation or limited
liability company organized and validly existing under the laws of the United
States of America or any State thereof or the District of Columbia; and (y) shall
expressly assume, by supplemental indenture (in form and substance satisfactory
to the Trustee), executed and delivered to the Trustee, the due and punctual
payment of the principal of, premium, if any, and interest on all of the Notes
and the performance of every covenant and all obligations of the Company under
the Notes, this Indenture and the Registration Rights Agreement to be performed
or observed on the part of the Company and (ii) the Company or the
Surviving Entity shall have delivered to the Trustee an Officers’ Certificate
and an Opinion of Counsel, each stating that such consolidation, merger, sale,
assignment, transfer, lease, conveyance or other disposition and, if a
supplemental indenture is required in connection with such transaction, such
supplemental indenture comply with the applicable provisions of this Indenture
and that all conditions precedent in this Indenture relating to such
transaction have been satisfied.


 


For
purposes of the foregoing, the transfer (by lease, assignment, sale or
otherwise, in a single transaction or series of transactions) of all or
substantially all of the properties or assets of one or more Subsidiaries of
the Company the Capital Stock of which constitutes all or substantially all of
the properties and assets of the Company, shall be deemed to be the transfer of
all or substantially all of the properties and assets of the Company.  However, transfer of assets from Foreign Subsidiaries
to the Company or a domestic Subsidiary of the Company will not be subject to
this Section 5.01.”


 


Elimination
of Certain Provisions in Article 8 of the Indenture.


 


Section 8.04(b) of
the Indenture is amended by deleting the text of such Section in its
entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.


 


ARTICLE 4


 


Elimination
of Certain Provisions in Article 11 of the Indenture.


 


Section 11.06
of the Indenture is amended by deleting the text of such Section in its
entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.


 


ARTICLE 5


 


Effectiveness
of Amendments to Indenture.


 


This
Supplemental Indenture shall be effective upon its signing by the parties
hereto and the Amendments shall not be operative until the Operative Date.


 

















 


Continuing
Effect of Indenture.


 


Except
as expressly provided herein, all of the terms, provisions and conditions of
the Indenture and the Notes shall remain in full force and effect.


 


Construction
of Supplemental Indenture.


 


This
Supplemental Indenture is executed as and shall constitute an indenture
supplemental to the Indenture and shall be construed in connection with and as
part of the Indenture for all purposes, and every Holder of Notes heretofore or
hereafter authenticated and delivered under the Indenture shall be bound by the
Indenture as amended by this Supplemental Indenture.  THE LAWS OF THE STATE OF NEW YORK SHALL
GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.


 


Trust
Indenture Act Controls.


 


If
any provision of this Supplemental Indenture limits, qualifies or conflicts
with another provision that is required to be included in this Supplemental
Indenture or the Indenture by the Trust Indenture Act of 1939, as amended, as
in force at the date that this Supplemental Indenture is executed, the
provisions required by said Act shall control.


 


Trustee
Disclaimer.


 


The
recitals contained in this Supplemental Indenture shall be taken as the
statements of the Company and the Trustee assumes no responsibility for their
correctness.  The Trustee makes no
representations as to the validity or sufficiency of this Supplemental
Indenture


 


Notices.


 


The
following addresses are the updated notice addresses to be used for any notice
or communication by the Company, the Guarantors or the Trustee to the other
party:


 


If
to the Company or the Guarantors:


 


Polypore
International, Inc.

11430 North Community House Road, Suite 350


Charlotte,
NC 28277

Facsimile No.: (704) 587-8722

Attention: Lynn K. Amos


 


With
copies to (which shall not constitute notice):


 


Willkie
Farr & Gallagher LLP

787 Seventh Avenue

New York, NY 10019

Facsimile No.: (212) 728-8214

Attention: Cristopher Greer, Esq.


 

















 


If
to the Trustee:


 


The
Bank of New York Mellon

101 Barclay Street, Fl 4 East

New York, New York 10286

Facsimile No.: (212) 815-5802 

Attention:  Global Americas Group —
Global Finance Unit


 


Counterparts.


 


The
parties may sign any number of copies of this Supplemental Indenture. Each
signed copy (including facsimile copies) shall be an original, but all of them
together represent the same agreement.


 


Severability.


 


In
case any provision in this Supplemental Indenture shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected.


 


SECTION 5.01.  Successors


 


All
agreements of the Company and the Guarantors in this Supplemental Indenture
shall bind their respective successors. All agreements of the Trustee in this
Supplemental Indenture shall bind its successors.


 

















 


IN
WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be duly
executed as of the date first written above.


 


	
   

  	
  POLYPORE
  INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
  By

  	
  /S/ LYNN AMOS

  
	
   

  	
   

  	
  Name:
  Lynn Amos

  
	
   

  	
   

  	
  Title:   Chief Financial Officer, Treasurer and Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  DARAMIC
  INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
  By

  	
  /S/ LYNN AMOS

  
	
   

  	
   

  	
  Name:
  Lynn Amos

  
	
   

  	
   

  	
  Title:   Executive Vice President, Chief Financial
  Officer, Treasurer and Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  DARAMIC,
  LLC

  
	
   

  	
   

  
	
   

  	
  BY
  POLYPORE INTERNATIONAL, INC.,

  
	
   

  	
  ITS
  MEMBER

  
	
   

  	
   

  
	
   

  	
  By

  	
  /S/ LYNN AMOS

  
	
   

  	
   

  	
  Name:
  Lynn Amos

  
	
   

  	
   

  	
  Title:   Chief Financial Officer, Treasurer and
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  DARAMIC
  ASIA, INC.

  
	
   

  	
   

  
	
   

  	
  By

  	
  /S/ LYNN AMOS

  
	
   

  	
   

  	
  Name:
  Lynn Amos

  
	
   

  	
   

  	
  Title:   Executive Vice President, Chief Financial
  Officer, Treasurer and Secretary

  
	
   

  	
   

  
	
   

  	
  CELGARD,
  LLC

  
	
   

  	
   

  
	
   

  	
  BY
  POLYPORE INTERNATIONAL, INC.,

  
	
   

  	
  ITS
  MEMBER

  
	
   

  	
   

  
	
   

  	
  By

  	
  /S/ LYNN AMOS

  
	
   

  	
   

  	
  Name:
  Lynn Amos

  
	
   

  	
   

  	
  Title:   Chief Financial Officer, Treasurer and
  Secretary

  



 


[Supplemental Indenture]


 

















 


	
   

  	
  DARAMIC
  ACQUISITION CORP.

  
	
   

  	
   

  
	
   

  	
  By

  	
  /S/ LYNN AMOS

  
	
   

  	
   

  	
  Name:
  Lynn Amos

  
	
   

  	
   

  	
  Title:   Chief Financial Officer and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
  MP
  ASSETS CORPORATION

  
	
   

  	
   

  
	
   

  	
  By

  	
  /S/ LYNN AMOS

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Lynn
  Amos

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Director

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MICROPOROUS
  HOLDING, LLC

  
	
   

  	
   

  
	
   

  	
  BY
  MP ASSETS CORPORATION, ITS MEMBER

  
	
   

  	
   

  
	
   

  	
  By

  	
  /S/ LYNN AMOS

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Lynn
  Amos

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Director

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  DARAMIC
  HOLDING, LLC

  
	
   

  	
   

  
	
   

  	
  BY
  MICROPOROUS HOLDING, LLC, ITS MEMBER

  
	
   

  	
   

  
	
   

  	
  BY
  MP ASSETS CORPORATION, ITS MEMBER

  
	
   

  	
   

  
	
   

  	
  By

  	
  /S/ LYNN AMOS

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Lynn
  Amos

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Director

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MICROPOROUS
  PRODUCTS, LLC

  
	
   

  	
   

  
	
   

  	
  BY
  MICROPOROUS HOLDING, LLC, ITS MEMBER

  
	
   

  	
   

  
	
   

  	
  BY
  MP ASSETS CORPORATION, ITS MEMBER

  
	
   

  	
   

  
	
   

  	
  By

  	
  /S/ LYNN AMOS

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Lynn
  Amos

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Director

  	
   

  



 


[Supplemental Indenture]


 

















 


	
   

  	
  THE BANK OF NEW YORK MELLON,

  as Trustee,

  
	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /S/ LICI ZHU

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Lici
  Zhu

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Senior
  Associate

  	
   

  



 


[Supplemental
Indenture]