Exhibit 4.2


 


REGISTRATION RIGHTS AGREEMENT


 


This REGISTRATION RIGHTS AGREEMENT
dated as of November 26, 2010 (the “Agreement”) is entered into by
and among Polypore International, Inc., a Delaware corporation (the “Company”),
the guarantors listed on Schedule I hereto (the “Guarantors”), and J.P.
Morgan Securities LLC (“JPMorgan”), as representative of the several initial
purchasers listed in Schedule II hereto (the “Initial Purchasers”).


 


The Company, the Guarantors
and the Initial Purchasers are parties to the Purchase Agreement dated November 10,
2010 (the “Purchase Agreement”), which provides for the sale by the
Company to the Initial Purchasers of $365,000,000 aggregate principal amount of
the Company’s 7.5% Senior Notes due 2017 (the “Securities”), which will
be guaranteed on an unsecured senior basis by each of the Guarantors.  As an inducement to the Initial Purchasers to
enter into the Purchase Agreement, the Company and the Guarantors have agreed
to provide to the Initial Purchasers and their direct and indirect transferees
the registration rights set forth in this Agreement.  The execution and delivery of this Agreement
is a condition to the closing under the Purchase Agreement.


 


In consideration of the foregoing,
the parties hereto agree as follows:


 


1.             Definitions.  As used in this Agreement, the following
terms shall have the following meanings:


 


“Additional
Guarantor” shall mean any subsidiary of the Company that executes a Subsidiary
Guarantee under the Indenture after the date of this Agreement.


 


“Business Day”
shall mean any day that is not a Saturday, Sunday or other day on which
commercial banks in New York City are authorized or required by law to remain
closed.


 


“Closing Date” shall mean the
Closing Date as defined in the Purchase Agreement.


 


“Company” shall have the meaning set
forth in the preamble and all references herein to the Company shall also
include the Company’s successors.


 


“Exchange Act” shall mean the
Securities Exchange Act of 1934, as amended from time to time.


 


“Exchange Dates” shall have the
meaning set forth in Section 2(a)(ii) hereof.


 


“Exchange Offer” shall mean the
exchange offer by the Company and the Guarantors of Exchange Securities for
Registrable Securities pursuant to Section 2(a) hereof.


 


“Exchange Offer Registration” shall
mean a registration under the Securities Act effected pursuant to Section 2(a) hereof.


 


“Exchange Offer Registration
Statement” shall mean an exchange offer registration statement on Form S-4
(or, if applicable, on another appropriate form) and all amendments and
supplements to such registration statement, in each case, including the
Prospectus contained therein, all exhibits thereto and any document
incorporated by reference therein.


 


“Exchange Securities” shall mean
senior notes issued by the Company and guaranteed by the Guarantors under the
Indenture containing terms identical to the Securities (except that the
Exchange Securities will not be subject to restrictions on transfer or to any
increase in annual interest rate for failure 


 

















 


to comply with this Agreement) and
to be offered to Holders of Securities in exchange for securities pursuant to
the Exchange Offer.


 


“Free Writing Prospectus” means each
free writing prospectus (as defined in Rule 405 under the Securities Act)
prepared by or on behalf of the Company or used or referred to by the Company
in connection with the sale of the Securities or the Exchange Securities.


 


“Guarantors” shall have the meaning
set forth in the preamble and shall also include any Guarantor’s successors and
any Additional Guarantors.


 


“Holders” shall mean the Initial
Purchasers, for so long as they own any Registrable Securities, and each of
their successors, assigns and direct and indirect transferees who become owners
of Registrable Securities under the Indenture; provided that for
purposes of Sections 4 and 5 of this Agreement, the term “Holders” shall
include Participating Broker-Dealers.


 


“Indemnified Person” shall have the
meaning set forth in Section 5(c) hereof.


 


“Indemnifying Person” shall have the
meaning set forth in Section 5(c) hereof.


 


“Indenture” shall mean the Indenture
relating to the Securities dated as of November 26, 2010 between the
Company, the Guarantors and The Bank of New York Mellon, as trustee, and as the
same may be amended from time to time in accordance with the terms thereof.


 


“Initial Purchasers” shall have the
meaning set forth in the preamble.


 


“Inspector” shall have the meaning
set forth in Section 3(a)(xiv) hereof.


 


“Issuer Information” shall have the
meaning set forth in Section 5(a) hereof.


 


“JPMorgan” shall have the meaning as
set forth in the preamble.


 


“Majority Holders” shall mean the
Holders of a majority of the aggregate principal amount of the outstanding
Registrable Securities; provided that whenever the consent or approval of
Holders of a specified percentage of Registrable Securities is required
hereunder, any Registrable Securities owned directly or indirectly by the
Company or any of its affiliates shall not be counted in determining whether
such consent or approval was given by the Holders of such required percentage
or amount; and provided, further, that if the Company shall issue any
additional Securities under the Indenture prior to consummation of the Exchange
Offer or, if applicable, the effectiveness of any Shelf Registration Statement,
such additional Securities and the Registrable Securities to which this
Agreement relates shall be treated together as one class for purposes of
determining whether the consent or approval of Holders of a specified
percentage of Registrable Securities has been obtained.


 


“Participating Broker-Dealers” shall
have the meaning set forth in Section 4(a) hereof.


 


“Person” shall mean an individual,
partnership, limited liability company, corporation, trust or unincorporated
organization, or a government or agency or political subdivision thereof.


 


“Prospectus” shall mean the
prospectus included in, or, pursuant to the rules and regulations of the
Securities Act, deemed a part of, a Registration Statement, including any
preliminary prospectus, and any such prospectus as amended or supplemented by
any prospectus supplement, including a prospectus supplement with respect to
the terms of the offering of any portion of the Registrable Securities covered 


 


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by a Shelf Registration Statement,
and by all other amendments and supplements to such prospectus, and in each
case including any document incorporated by reference therein.


 


“Purchase Agreement” shall have the
meaning set forth in the preamble.


 


“Registrable Securities” shall mean
the Securities; provided that the Securities shall cease to be Registrable
Securities (i) when a Registration Statement with respect to such
Securities has become effective under the Securities Act and such Securities
have been exchanged or disposed of pursuant to such Registration Statement, (ii) such
Security may be sold pursuant to Rule 144 under circumstances in which any
legend borne by such Security relating to restrictions on transferability
thereof, under the Securities Act or otherwise, is removed by the Company or (iii) when
such Securities cease to be outstanding.


 


“Registration Default” shall have
the meaning set forth in Section 2(d) hereof.


 


“Registration Expenses” shall mean
any and all expenses incident to performance of or compliance by the Company
and the Guarantors with this Agreement, including without limitation (i) all
SEC, stock exchange or Financial Industry Regulatory Authority, Inc.
registration and filing fees, (ii) all fees and expenses incurred in
connection with compliance with state securities or blue sky laws (including
reasonable fees and disbursements of counsel for any Underwriters or Holders in
connection with blue sky qualification of any Exchange Securities or
Registrable Securities), (iii) all expenses of any Persons in preparing or
assisting in preparing, word processing, printing and distributing any
Registration Statement, any Prospectus, any Free Writing Prospectus and any
amendments or supplements thereto, any underwriting agreements, securities
sales agreements or other similar agreements and any other documents relating
to the performance of and compliance with this Agreement, (iv) all rating
agency fees, (v) all fees and disbursements relating to the qualification
of the Indenture under applicable securities laws, (vi) the fees and
disbursements of the Trustee and its counsel, (vii) the fees and
disbursements of counsel for the Company and the Guarantors, and, in the case
of a Shelf Registration Statement, the fees and disbursements of one counsel
for the Holders (which counsel shall be selected by the Majority Holders and
which counsel may also be counsel for the Initial Purchasers) and (viii) the
fees and disbursements of the independent registered public accounting firm of the
Company and the Guarantors, including the expenses of any special audits or “comfort”
letters required by or incident to the performance of and compliance with this
Agreement, but excluding fees and expenses of counsel to the Underwriters
(other than fees and expenses set forth in clause (ii) above) or the
Holders and underwriting discounts and commissions, brokerage commissions and
transfer taxes, if any, relating to the sale or disposition of Registrable
Securities by a Holder.


 


“Registration Statement” shall mean
any registration statement of the Company and the Guarantors that covers any of
the Exchange Securities or Registrable Securities pursuant to the provisions of
this Agreement and all amendments and supplements to any such registration
statement, including post-effective amendments, in each case including the
Prospectus contained therein or deemed a part thereof, all exhibits thereto and
any document incorporated by reference therein.


 


“SEC” shall mean the United States
Securities and Exchange Commission.


 


“Securities” shall have the meaning
set forth in the preamble.


 


“Securities Act” shall mean the
Securities Act of 1933, as amended from time to time.


 


“Shelf Additional Interest Date”
shall have the meaning set forth in Section 2(d) hereof.


 


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“Shelf Effectiveness Period” shall
have the meaning set forth in Section 2(b) hereof.


 


“Shelf Registration” shall mean a
registration effected pursuant to Section 2(b) hereof.


 


“Shelf Registration Statement” shall
mean a “shelf” registration statement of the Company and the Guarantors that
covers all or a portion of the Registrable Securities (but no other securities
unless approved by a majority of the Holders whose Registrable Securities are
to be covered by such Shelf Registration Statement) on an appropriate form
under Rule 415 under the Securities Act, or any similar rule that may
be adopted by the SEC, and all amendments and supplements to such registration
statement, including post-effective amendments, in each case including the
Prospectus contained therein or deemed a part thereof, all exhibits thereto and
any document incorporated by reference therein.


 


“Shelf Request” shall have the
meaning set forth in Section 2(b) hereof.


 


“Subsidiary Guarantees” shall mean
the guarantees of the Securities and Exchange Securities by the Guarantors
under the Indenture.


 


“Staff” shall mean the staff of the
SEC.


 


“Target Registration Date” shall
have the meaning set forth in Section 2(d) hereof.


 


“Trust Indenture Act” shall mean the
Trust Indenture Act of 1939, as amended from time to time.


 


“Trustee” shall mean the trustee
with respect to the Securities under the Indenture.


 


“Underwriter” shall have the meaning
set forth in Section 3 hereof.


 


“Underwritten Offering” shall mean
an offering in which Registrable Securities are sold to an Underwriter for
reoffering to the public.


 


2.             Registration
Under the Securities Act.  (a) 
To the extent not prohibited by any applicable law or applicable
interpretations of the Staff, the Company and the Guarantors shall use their
reasonable best efforts to (i) cause to be filed an Exchange Offer
Registration Statement covering an offer to the Holders to exchange all the
Registrable Securities for Exchange Securities and (ii) have such Registration
Statement remain effective until the earlier of 180 days after the closing of
the Exchange Offer (as such period may be extended pursuant to the penultimate
paragraph of Section 3 of this Agreement) and the date on which all
Participating Broker-Dealers and the Initial Purchasers have sold all Exchange
Securities held by them.  The Company and
the Guarantors shall commence the Exchange Offer promptly after the Exchange
Offer Registration Statement is declared effective by the SEC and use their reasonable
best efforts to complete the Exchange Offer not later than 270 days after the
Closing Date.


 


The Company and the Guarantors shall
commence the Exchange Offer by mailing the related Prospectus, appropriate
letters of transmittal and other accompanying documents to each Holder stating,
in addition to such other disclosures as are required by applicable law:


 


(i)            that the Exchange Offer is being made pursuant to this
Agreement and that all Registrable Securities validly tendered and not properly
withdrawn will be accepted for exchange;


 


(ii)           the dates of acceptance for exchange (which shall be a
period of at least 20 Business Days from the date such notice is mailed) (the “Exchange
Dates”);


 


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(iii)          that any Registrable Security not tendered will remain
outstanding and continue to accrue interest but will not retain any rights
under this Agreement, except as otherwise specified herein;


 


(iv)          that any Holder electing to have a Registrable Security
exchanged pursuant to the Exchange Offer will be required to (A) surrender
such Registrable Security, together with the appropriate letters of
transmittal, to the institution and at the address (located in the Borough of
Manhattan, The City of New York) and in the manner specified in the notice, or
(B) effect such exchange otherwise in compliance with the applicable
procedures of the depositary for such Registrable Security, in each case prior
to the close of business on the last Exchange Date; and


 


(v)           any Holder will be entitled to withdraw its election, not
later than the close of business on the last Exchange Date, by (A) sending
to the institution and at the address (located in the Borough of Manhattan, The
City of New York) specified in the notice, a telegram, telex, facsimile
transmission or letter setting forth the name of such Holder, the principal
amount of Registrable Securities delivered for exchange and a statement that
such Holder is withdrawing its election to have such Securities exchanged or (B) effecting
such withdrawal in compliance with the applicable procedures of the depositary
for the Registrable Securities.


 


As a condition
to participating in the Exchange Offer, a Holder will be required to
represent to the Company and the Guarantors that (i) any Exchange
Securities to be received by it will be acquired in the ordinary course of its
business, (ii) at the time of the commencement of the Exchange Offer it
has no arrangement or understanding with any Person to participate in the
distribution (within the meaning of the Securities Act) of the Exchange
Securities in violation of the provisions of the Securities Act, (iii) it
is not an “affiliate” (within the meaning of Rule 405 under the Securities
Act) of the Company or any Guarantor and (iv) if such Holder is a
broker-dealer that will receive Exchange Securities for its own account in
exchange for Registrable Securities that were acquired as a result of
market-making or other trading activities, then such Holder will deliver a
Prospectus (or, to the extent permitted by law, make available a Prospectus to
purchasers) in connection with any resale of such Exchange Securities.


 


As soon as practicable after the
last Exchange Date, the Company shall:


 


(i)            accept for exchange Registrable Securities or portions
thereof validly tendered and not properly withdrawn pursuant to the Exchange
Offer; and


 


(ii)           deliver, or cause to be delivered, to the Trustee for
cancellation all Registrable Securities or portions thereof so accepted for
exchange by the Company and issue, and cause the Trustee to promptly
authenticate and deliver to each Holder, Exchange Securities equal in principal
amount to the principal amount of the Registrable Securities surrendered by
such Holder.


 


The Company and the Guarantors shall
use their reasonable best efforts to complete the Exchange Offer as provided
above and shall comply with the applicable requirements of the Securities Act,
the Exchange Act and other applicable laws and regulations in connection with
the Exchange Offer.  The Exchange Offer
shall not be subject to any conditions, other than that the Exchange Offer does
not violate any applicable law or applicable interpretations of the Staff.


 


(b)           In
the event that (i) the Company and the Guarantors determine that the
Exchange Offer Registration provided for in Section 2(a) above is not
available or may not be completed as soon as practicable after the last
Exchange Date because it would violate any applicable law or applicable
interpretations of the Staff, (ii) the Exchange Offer is not for any other
reason completed within 270 days 


 


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after the Closing Date or (iii) the
Initial Purchasers shall so request (“Shelf Request”) in connection with any
offering or sale of Registrable Securities that are not eligible to be
exchanged for Exchange Securities in the Exchange Offer, the Company and the
Guarantors shall use their reasonable best efforts to cause to be filed as soon
as practicable after such determination, date or Shelf Request, as the case may
be, a Shelf Registration Statement providing for the sale of all the
Registrable Securities by the Holders thereof and to have such Shelf
Registration Statement become effective.


 


In the event that the Company and
the Guarantors are required to file a Shelf Registration Statement pursuant to
clause (iii) of the preceding sentence, the Company and the Guarantors
shall use their reasonable best efforts to file and have become effective both
an Exchange Offer Registration Statement pursuant to Section 2(a) with
respect to all Registrable Securities and a Shelf Registration Statement (which
may be a combined Registration Statement with the Exchange Offer Registration
Statement) with respect to offers and sales of Registrable Securities held by
the Initial Purchasers after completion of the Exchange Offer.


 


The Company and the Guarantors agree
to use their reasonable best efforts to keep the Shelf Registration Statement
continuously effective for a period of one year from the date the Shelf
Registration Statement becomes effective or such shorter period that will
terminate when all the Registrable Securities covered by the Shelf Registration
Statement have been sold pursuant to the Shelf Registration Statement (the “Shelf
Effectiveness Period”).  The Company
and the Guarantors further agree to supplement or amend the Shelf Registration
Statement, the related Prospectus and any Free Writing Prospectus if required
by the rules, regulations or instructions applicable to the registration form
used by the Company for such Shelf Registration Statement or by the Securities
Act or by any other rules and regulations thereunder for shelf
registration or if reasonably requested by a Holder of Registrable Securities
with respect to information relating to such Holder, and to use their
reasonable best efforts to cause any such amendment to become effective, if
required, and such Shelf Registration Statement, Prospectus or Free Writing
Prospectus, as the case may be, to become usable as soon as thereafter
practicable.  The Company and the
Guarantors agree to furnish to the Holders of Registrable Securities copies of
any such supplement or amendment promptly after its being used or filed with
the SEC.


 


(c)           The
Company and the Guarantors shall pay all Registration Expenses in connection
with any registration pursuant to Section 2(a) or Section 2(b) hereof.  Each Holder shall pay all underwriting
discounts and commissions, brokerage commissions and transfer taxes, if any,
relating to the sale or disposition of such Holder’s Registrable Securities
pursuant to the Shelf Registration Statement.


 


(d)           An
Exchange Offer Registration Statement pursuant to Section 2(a) hereof
will not be deemed to have become effective unless it has been declared
effective by the SEC.  A Shelf Registration
Statement pursuant to Section 2(b) hereof will not be deemed to have
become effective unless it has been declared effective by the SEC or is
automatically effective upon filing with the SEC as provided by Rule 462
under the Securities Act.


 


In the event that either the
Exchange Offer is not completed or the Shelf Registration Statement, if
required pursuant to Section 2(b)(i) or 2(b)(ii) hereof, does
not become effective within 270 days of the Closing Date (the “Target
Registration Date”), the interest rate on the Registrable Securities will be
increased by 1.00% per annum until the Exchange Offer is completed or the Shelf
Registration Statement, if required hereby, becomes effective or the Securities
become freely tradable under the Securities Act.  In the event that the Company receives a
Shelf Request pursuant to Section 2(b)(iii), and the Shelf Registration
Statement required to be filed thereby does not become effective by the later
of (x) the date that is 240 days following the Closing Date or (y) 90
days after the delivery of such Shelf Request (such later date, the “Shelf
Additional Interest Date”), then the interest rate on the Registrable
Securities will be 


 


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increased by 1.00% per annum until
the Shelf Registration Statement becomes effective or the Securities become
freely tradable under the Securities Act.


 


If the Shelf Registration Statement,
if required hereby, has become effective and thereafter either ceases to be
effective or the Prospectus contained therein ceases to be usable, in each case
whether or not permitted by this Agreement, at any time during the Shelf
Effectiveness Period, and such failure to remain effective or usable exists for
more than 30 days (whether or not consecutive) in any 12-month period, then the
interest rate on the Registrable Securities will be increased by 1.00% per
annum commencing on the 31st day in such 12-month
period and ending on such date that the Shelf Registration Statement has again
become effective or the Prospectus again becomes usable.


 


(e)           Without
limiting the remedies available to the Initial Purchasers and the Holders, the
Company and the Guarantors acknowledge that any failure by the Company or the
Guarantors to comply with their obligations under Section 2(a) and Section 2(b) hereof
may result in material irreparable injury to the Initial Purchasers or the
Holders for which there is no adequate remedy at law, that it will not be
possible to measure damages for such injuries precisely and that, in the event
of any such failure, the Initial Purchasers or any Holder may obtain such
relief as may be required to specifically enforce the Company’s and the
Guarantors’ obligations under Section 2(a) and Section 2(b) hereof.


 


3.             Registration
Procedures.  (a) In connection
with their obligations pursuant to Section 2(a) and Section 2(b) hereof,
the Company and the Guarantors shall as expeditiously as possible:


 


(i)            prepare
and file with the SEC a Registration Statement on the appropriate form under
the Securities Act, which form (x) shall be selected by the Company and
the Guarantors, (y) shall, in the case of a Shelf Registration, be
available for the sale of the Registrable Securities by the selling Holders
thereof and (z) shall comply as to form in all material respects with the
requirements of the applicable form and include all financial statements
required by the SEC to be filed therewith; and use their reasonable best
efforts to cause such Registration Statement to become effective and remain
effective for the applicable period in accordance with Section 2 hereof;


 


(ii)           prepare
and file with the SEC such amendments and post-effective amendments to each
Registration Statement as may be necessary to keep such Registration Statement
effective for the applicable period in accordance with Section 2 hereof
and cause each Prospectus to be supplemented by any required prospectus
supplement and, as so supplemented, to be filed pursuant to Rule 424 under
the Securities Act; and keep each Prospectus current during the period
described in Section 4(3) of and Rule 174 under the Securities
Act that is applicable to transactions by brokers or dealers with respect to
the Registrable Securities or Exchange Securities;


 


(iii)          to the extent any Free Writing Prospectus is used, file
with the SEC any Free Writing Prospectus that is required to be filed by the
Company or the Guarantors with the SEC in accordance with the Securities Act
and to retain any Free Writing Prospectus not required to be filed;


 


(iv)          in
the case of a Shelf Registration, furnish to each Holder of Registrable
Securities, to counsel for the Initial Purchasers, to counsel for such Holders
and to each Underwriter of an Underwritten Offering of Registrable Securities,
if any, without charge, as many copies of each Prospectus, preliminary
prospectus or Free Writing Prospectus, and any amendment or supplement thereto,
as such Holder, counsel or Underwriter may reasonably request in order to
facilitate the sale or other disposition of the Registrable Securities thereunder;
and the Company and the Guarantors consent to the use of such Prospectus,
preliminary prospectus or such Free Writing Prospectus and any amendment or
supplement thereto in accordance with applicable law by each of the Holders of
Registrable Securities and any such Underwriters in connection with the
offering and sale of the Registrable Securities covered by and in the 


 


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manner described in such Prospectus,
preliminary prospectus or such Free Writing Prospectus or any amendment or
supplement thereto in accordance with applicable law;


 


(v)           use
their reasonable best efforts to register or qualify the Registrable Securities
under all applicable state securities or blue sky laws of such jurisdictions as
any Holder of Registrable Securities covered by a Registration Statement shall
reasonably request in writing by the time the applicable Registration Statement
becomes effective; cooperate with such Holders in connection with any filings
required to be made with the Financial Industry Regulatory Authority, Inc.;
and do any and all other acts and things that may be reasonably necessary or
advisable to enable each Holder to complete the disposition in each such
jurisdiction of the Registrable Securities owned by such Holder; provided
that neither the Company nor any Guarantor shall be required to (1) qualify
as a foreign corporation or other entity or as a dealer in securities in any
such jurisdiction where it would not otherwise be required to so qualify, (2) file
any general consent to service of process in any such jurisdiction or (3) subject
itself to taxation in any such jurisdiction if it is not so subject;


 


(vi)          notify
counsel for the Initial Purchasers and, in the case of a Shelf Registration,
notify each Holder of Registrable Securities and counsel for such Holders
promptly and, if requested by any such Holder or counsel, confirm such advice
in writing (1) when a Registration Statement has become effective, when
any post-effective amendment thereto has been filed and becomes effective, when
any Free Writing Prospectus has been filed or any amendment or supplement to
the Prospectus or any Free Writing Prospectus has been filed, (2) of any
request by the SEC or any state securities authority for amendments and
supplements to a Registration Statement, Prospectus or any Free Writing
Prospectus or for additional information after the Registration Statement has
become effective, (3) of the issuance by the SEC or any state securities
authority of any stop order suspending the effectiveness of a Registration
Statement or the initiation of any proceedings for that purpose, including the
receipt by the Company of any notice of objection of the SEC to the use of a
Shelf Registration Statement or any post-effective amendment thereto pursuant
to Rule 401(g)(2) under the Securities Act, (4) if, between the
applicable effective date of a Shelf Registration Statement and the closing of
any sale of Registrable Securities covered thereby, the representations and
warranties of the Company or any Guarantor contained in any underwriting
agreement, securities sales agreement or other similar agreement, if any,
relating to an offering of such Registrable Securities cease to be true and
correct in all material respects or if the Company or any Guarantor receives
any notification with respect to the suspension of the qualification of the
Registrable Securities for sale in any jurisdiction or the initiation of any
proceeding for such purpose, (5) of the happening of any event during the
period a Registration Statement is effective that makes any statement made in
such Registration Statement or the related Prospectus or any Free Writing
Prospectus untrue in any material respect or that requires the making of any
changes in such Registration Statement or Prospectus or any Free Writing
Prospectus in order to make the statements therein not misleading and (6) of
any determination by the Company or any Guarantor that a post-effective
amendment to a Registration Statement or any amendment or supplement to the
Prospectus or any Free Writing Prospectus would be appropriate;


 


(vii)         use their reasonable best efforts to obtain the withdrawal
of any order suspending the effectiveness of a Registration Statement or, in
the case of a Shelf Registration, the resolution of any objection of the SEC
pursuant to Rule 401(g)(2), including by filing an amendment to such Shelf
Registration Statement on the proper form, at the earliest possible moment and
provide immediate notice to each Holder of the withdrawal of any such order or
such resolution;


 


(viii)        in the case of a Shelf Registration, furnish to each Holder
of Registrable Securities, without charge, at least one conformed copy of each
Registration Statement and any post-effective amendment thereto (without any
documents incorporated therein by reference or exhibits thereto, unless
requested);


 


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(ix)           in
the case of a Shelf Registration, cooperate with the selling Holders of
Registrable Securities to facilitate the timely preparation and delivery of
certificates representing Registrable Securities to be sold and not bearing any
restrictive legends and enable such Registrable Securities to be issued in such
denominations and registered in such names (consistent with the provisions of
the Indenture) as the selling Holders may reasonably request at least one
Business Day prior to the closing of any sale of Registrable Securities;


 


(x)            in
the case of a Shelf Registration, upon the occurrence of any event contemplated
by Section 3(a)(vi)(5) hereof, use their reasonable best efforts to
prepare and file with the SEC a supplement or post-effective amendment to such
Shelf Registration Statement or the related Prospectus or any Free Writing
Prospectus or any document incorporated therein by reference or file any other
required document so that, as thereafter delivered (or, to the extent permitted
by law, made available) to purchasers of the Registrable Securities, such
Prospectus or Free Writing Prospectus, as the case may be, will not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements therein, in the light of the circumstances under which
they were made, not misleading; and the Company and the Guarantors shall notify
the Holders of Registrable Securities to suspend use of the Prospectus or any
Free Writing Prospectus as promptly as practicable after the occurrence of such
an event, and such Holders hereby agree to suspend use of the Prospectus or any
Free Writing Prospectus, as the case may be, until the Company and the
Guarantors have amended or supplemented the Prospectus or the Free Writing
Prospectus, as the case may be, to correct such misstatement or omission;


 


(xi)           a
reasonable time prior to the filing of any Registration Statement, any
Prospectus, any Free Writing Prospectus, any amendment to a Registration
Statement or amendment or supplement to a Prospectus or a Free Writing
Prospectus or of any document that is to be incorporated by reference into a
Registration Statement, a Prospectus or a Free Writing Prospectus after initial
filing of a Registration Statement, provide copies of such document to the
Initial Purchasers and their counsel (and, in the case of a Shelf Registration
Statement, to the Holders of Registrable Securities and their counsel) and make
such of the representatives of the Company and the Guarantors as shall be
reasonably requested by the Initial Purchasers or their counsel (and, in the
case of a Shelf Registration Statement, the Holders of Registrable Securities
or their counsel) available for discussion of such document; and the Company
and the Guarantors shall not, at any time after initial filing of a
Registration Statement, use or file any Prospectus, any Free Writing Prospectus,
any amendment of or supplement to a Registration Statement or a Prospectus or a
Free Writing Prospectus, or any document that is to be incorporated by
reference into a Registration Statement, a Prospectus or a Free Writing
Prospectus, of which the Initial Purchasers and their counsel (and, in the case
of a Shelf Registration Statement, the Holders of Registrable Securities and
their counsel) shall not have previously been advised and furnished a copy or
to which the Initial Purchasers or their counsel (and, in the case of a Shelf
Registration Statement, the Holders of Registrable Securities or their counsel)
shall object;


 


(xii)          obtain a CUSIP number for all Exchange Securities or
Registrable Securities, as the case may be, not later than the initial effective
date of a Registration Statement;


 


(xiii)         cause the Indenture to be qualified under the Trust
Indenture Act in connection with the registration of the Exchange Securities or
Registrable Securities, as the case may be; cooperate with the Trustee and the
Holders to effect such changes to the Indenture as may be required for the
Indenture to be so qualified in accordance with the terms of the Trust
Indenture Act; and execute, and use their reasonable best efforts to cause the
Trustee to execute, all documents as may be required to effect such changes and
all other forms and documents required to be filed with the SEC to enable the
Indenture to be so qualified in a timely manner;


 


9
















 


(xiv)        in the case of a Shelf Registration, make available for
inspection by a representative of the Holders of the Registrable Securities (an
“Inspector”), any Underwriter participating in any disposition pursuant to such
Shelf Registration Statement, any attorneys and accountants designated by a
majority of the Holders of Registrable Securities to be included in such Shelf
Registration and any attorneys and accountants designated by such Underwriter,
at reasonable times and in a reasonable manner, all pertinent financial and
other records, documents and properties of the Company and its subsidiaries,
and cause the respective officers, directors and employees of the Company and
the Guarantors to supply all information reasonably requested by any such Inspector,
Underwriter, attorney or accountant in connection with a Shelf Registration
Statement; provided that if any such information is identified by
the Company or any Guarantor as being confidential or proprietary, each Person
receiving such information shall take such actions as are reasonably necessary
to protect the confidentiality of such information to the extent such action is
otherwise not inconsistent with, an impairment of or in derogation of the
rights and interests of any Inspector, Holder or Underwriter);


 


(xv)         in
the case of a Shelf Registration, use their reasonable best efforts to cause
all Registrable Securities to be listed on any securities exchange or any
automated quotation system on which similar securities issued or guaranteed by
the Company or any Guarantor are then listed if requested by the Majority
Holders, to the extent such Registrable Securities satisfy applicable listing
requirements;


 


(xvi)        if reasonably requested by any Holder of Registrable
Securities covered by a Shelf Registration Statement, promptly include in a
Prospectus supplement or post-effective amendment such information with respect
to such Holder as such Holder reasonably requests to be included therein and
make all required filings of such Prospectus supplement or such post-effective
amendment as soon as the Company has received notification of the matters to be
so included in such filing;


 


(xvii)       in the case of a Shelf Registration, enter into such customary
agreements and take all such other actions in connection therewith (including
those requested by the Holders of a majority in principal amount of the
Registrable Securities covered by the Shelf Registration Statement) in order to
expedite or facilitate the disposition of such Registrable Securities
including, but not limited to, an Underwritten Offering and in such connection,
(1) to the extent possible, make such representations and warranties to
the Holders and any Underwriters of such Registrable Securities with respect to
the business of the Company and its subsidiaries and the Registration
Statement, Prospectus, any Free Writing Prospectus and documents incorporated
by reference or deemed incorporated by reference, if any, in each case, in
form, substance and scope as are customarily made by issuers to underwriters in
underwritten offerings and confirm the same if and when requested, (2) in
connection with an Underwritten Offering only, obtain opinions of counsel to
the Company and the Guarantors (which counsel and opinions, in form, scope and
substance, shall be reasonably satisfactory to the Holders and such
Underwriters and their respective counsel) addressed to each Underwriter of
Registrable Securities, covering the matters customarily covered in opinions
requested in underwritten offerings, (3) in connection with an
Underwritten Offering only, obtain “comfort” letters from the independent
certified public accountants of the Company and the Guarantors (and, if
necessary, any other certified public accountant of any subsidiary of the
Company or any Guarantor, or of any business acquired by the Company or any
Guarantor for which financial statements and financial data are or are required
to be included in the Registration Statement) addressed to each Underwriter of
Registrable Securities, such letters to be in customary form and covering
matters of the type customarily covered in “comfort” letters in connection with
underwritten offerings, including but not limited to financial information
contained in any preliminary prospectus, Prospectus or Free Writing Prospectus
and (4) deliver such documents and certificates as may be reasonably
requested by the Holders of a majority in principal amount of the Registrable
Securities being sold or the Underwriters, and which are customarily delivered
in underwritten offerings, to evidence the continued validity of the
representations and warranties of the 


 


10

















 


Company and the Guarantors made
pursuant to clause (1) above and to evidence compliance with any customary
conditions contained in an underwriting agreement; and


 


(xviii)      so long as any Registrable Securities remain outstanding, cause
each Additional Guarantor upon the creation or acquisition by the Company of
such Additional Guarantor, to execute a counterpart to this Agreement in the
form attached hereto as Annex A and to deliver such counterpart, together with
an opinion of counsel as to the enforceability thereof against such entity, to
the Initial Purchasers no later than five Business Days following the execution
thereof.


 


(b)           In
the case of a Shelf Registration Statement the Company may require each Holder
of Registrable Securities to furnish to the Company and the Guarantors such
information regarding such Holder and the proposed disposition by such Holder
of such Registrable Securities as the Company and the Guarantors may from time
to time reasonably request in writing.


 


(c)           In the case of a Shelf Registration Statement, each Holder
of Registrable Securities covered in such Shelf Registration Statement agrees that,
upon receipt of any notice from the Company and the Guarantors of the happening
of any event of the kind described in Section 3(a)(vi)(3) or 3(a)(vi)(5) hereof,
such Holder will forthwith discontinue disposition of Registrable Securities
pursuant to the Shelf Registration Statement until such Holder’s receipt of the
copies of the supplemented or amended Prospectus and any Free Writing
Prospectus contemplated by Section 3(a)(x) hereof and, if so directed
by the Company and the Guarantors, such Holder will deliver to the Company and
the Guarantors all copies in its possession, other than permanent file copies
then in such Holder’s possession, of the Prospectus and any Free Writing
Prospectus covering such Registrable Securities that is current at the time of
receipt of such notice.


 


(d)           If
the Company and the Guarantors shall give any notice to suspend the disposition
of Registrable Securities pursuant to a Registration Statement, the Company and
the Guarantors shall extend the period during which such Registration Statement
shall be maintained effective pursuant to this Agreement by the number of days
during the period from and including the date of the giving of such notice to
and including the date when the Holders of such Registrable Securities shall have
received copies of the supplemented or amended Prospectus or any Free Writing
Prospectus necessary to resume such dispositions. The Company and the
Guarantors may give any such notice only twice during any 365-day period and
any such suspensions shall not exceed 30 days for each suspension and there
shall not be more than two suspensions in effect during any 365-day period.


 


(e)           The
Holders of Registrable Securities covered by a Shelf Registration Statement who
desire to do so may sell such Registrable Securities in an Underwritten
Offering.  In any such Underwritten
Offering, the investment bank or investment banks and manager or managers (each
an “Underwriter”) that will administer the offering will be selected by the
Holders of a majority in principal amount of the Registrable Securities
included in such offering.


 


4.             Participation
of Broker-Dealers in Exchange Offer. 
(a)  The Staff has taken the position that any broker-dealer that
receives Exchange Securities for its own account in the Exchange Offer in
exchange for Securities that were acquired by such broker-dealer as a result of
market-making or other trading activities (a “Participating Broker-Dealer”) may
be deemed to be an “underwriter” within the meaning of the Securities Act and
must deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of such Exchange Securities.


 


The Company and the Guarantors
understand that it is the Staff’s position that if the Prospectus contained in
the Exchange Offer Registration Statement includes a plan of distribution
containing a statement to the above effect and the means by which Participating
Broker-Dealers may resell the 


 


11

















 


Exchange Securities, without naming
the Participating Broker-Dealers or specifying the amount of Exchange
Securities owned by them, such Prospectus may be delivered by Participating
Broker-Dealers (or, to the extent permitted by law, made available to
purchasers) to satisfy their prospectus delivery obligation under the
Securities Act in connection with resales of Exchange Securities for their own
accounts, so long as the Prospectus otherwise meets the requirements of the
Securities Act.


 


(b)           In
light of the above, and notwithstanding the other provisions of this Agreement,
the Company and the Guarantors agree to amend or supplement the Prospectus
contained in the Exchange Offer Registration Statement, as would otherwise be
contemplated by Section 3(i), for a period of up to the earlier of 180
days after the last Exchange Date (as such period may be extended pursuant to
the penultimate paragraph of Section 3 of this Agreement) and the date on
which all Participating Broker-Dealers and Initial Purchasers have sold all
Exchange Securities held by them, if requested by the Initial Purchasers or by
one or more Participating Broker-Dealers, in order to expedite or facilitate
the disposition of any Exchange Securities by Participating Broker-Dealers
consistent with the positions of the Staff recited in Section 4(a) above.  The Company and the Guarantors further agree
that Participating Broker-Dealers shall be authorized to deliver such
Prospectus (or, to the extent permitted by law, make available) during such
period in connection with the resales contemplated by this Section 4.


 


(c)           The
Initial Purchasers shall have no liability to the Company, any Guarantor or any
Holder with respect to any request that they may make pursuant to Section 4(b) above.


 


5.             Indemnification
and Contribution.  (a)  The
Company and each Guarantor, jointly and severally, agree to indemnify and hold
harmless each Initial Purchaser and each Holder, their respective affiliates,
directors and officers and each Person, if any, who controls any Initial
Purchaser or any Holder within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act, from and against any and all
losses, claims, damages and liabilities (including, without limitation, legal
fees and other expenses incurred in connection with any suit, action or proceeding
or any claim asserted, as such fees and expenses are incurred), joint or
several, that arise out of, or are based upon, (1) any untrue statement or
alleged untrue statement of a material fact contained in any Registration
Statement or any omission or alleged omission to state therein a material fact
required to be stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, or (2) any untrue statement or alleged untrue statement of a
material fact contained in any Prospectus, any Free Writing Prospectus or any “issuer
information” (“Issuer Information”) filed or required to be filed pursuant to Rule 433(d) under
the Securities Act, or any omission or alleged omission to state therein a
material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading, in each case
except insofar as such losses, claims, damages or liabilities arise out of, or are
based upon, any untrue statement or omission or alleged untrue statement or
omission made in reliance upon and in conformity with any information relating
to any Initial Purchaser or information relating to any Holder furnished to the
Company in writing through JPMorgan or any selling Holder, respectively,
expressly for use therein.  In connection
with any Underwritten Offering permitted by Section 3, the Company and the
Guarantors, jointly and severally, will also indemnify the Underwriters, if
any, selling brokers, dealers and similar securities industry professionals
participating in the distribution, their respective affiliates and each Person
who controls such Persons (within the meaning of the Securities Act and the
Exchange Act) to the same extent as provided above with respect to the
indemnification of the Holders, if requested in connection with any
Registration Statement, any Prospectus, any Free Writing Prospectus or any
Issuer Information.


 


(b)           Each
Holder agrees, severally and not jointly, to indemnify and hold harmless the
Company, the Guarantors, the Initial Purchasers and the other selling Holders,
the directors of the Company and the Guarantors, each officer of the Company
and the Guarantors who signed the Registration Statement and each Person, if
any, who controls the Company, the Guarantors, any Initial 


 


12

















 


Purchaser and any other selling
Holder within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above,
but only with respect to any losses, claims, damages or liabilities that arise
out of, or are based upon, any untrue statement or omission or alleged untrue
statement or omission made in reliance upon and in conformity with any
information relating to such Holder furnished to the Company in writing by such
Holder expressly for use in any Registration Statement, any Prospectus and any
Free Writing Prospectus.


 


(c)           If
any suit, action, proceeding (including any governmental or regulatory
investigation), claim or demand shall be brought or asserted against any Person
in respect of which indemnification may be sought pursuant to either paragraph (a) or
(b) above, such Person (the “Indemnified Person”) shall promptly notify
the Person against whom such indemnification may be sought (the “Indemnifying
Person”) in writing; provided that the failure to notify the
Indemnifying Person shall not relieve it from any liability that it may have
under this Section 5 except to the extent that it has been materially
prejudiced (through the forfeiture of substantive rights or defenses) by such
failure; and provided, further, that the failure to notify the
Indemnifying Person shall not relieve it from any liability that it may have to
an Indemnified Person otherwise than under this Section 5.  If any such proceeding shall be brought or
asserted against an Indemnified Person and it shall have notified the
Indemnifying Person thereof, the Indemnifying Person shall retain counsel
reasonably satisfactory to the Indemnified Person to represent the Indemnified
Person and any others entitled to indemnification pursuant to this Section 5
that the Indemnifying Person may designate in such proceeding and shall pay the
fees and expenses of such proceeding and shall pay the fees and expenses of
such counsel related to such proceeding, as incurred.  In any such proceeding, any Indemnified
Person shall have the right to retain its own counsel, but the fees and
expenses of such counsel shall be at the expense of such Indemnified Person
unless (i) the Indemnifying Person and the Indemnified Person shall have
mutually agreed to the contrary; (ii) the Indemnifying Person has failed
within a reasonable time to retain counsel reasonably satisfactory to the
Indemnified Person; (iii) the Indemnified Person shall have reasonably
concluded that there may be legal defenses available to it that are different
from or in addition to those available to the Indemnifying Person; or (iv) the
named parties in any such proceeding (including any impleaded parties) include
both the Indemnifying Person and the Indemnified Person and representation of
both parties by the same counsel would be inappropriate due to actual or
potential differing interests between them. 
It is understood and agreed that the Indemnifying Person shall not, in
connection with any proceeding or related proceeding in the same jurisdiction,
be liable for the fees and expenses of more than one separate firm (in addition
to any local counsel) for all Indemnified Persons, and that all such fees and
expenses shall be reimbursed as they are incurred.  Any such separate firm (x) for any
Initial Purchaser, its affiliates, directors and officers and any control
Persons of such Initial Purchaser shall be designated in writing by JPMorgan, (y) for
any Holder, its directors and officers and any control Persons of such Holder
shall be designated in writing by the Majority Holders and (z) in all
other cases shall be designated in writing by the Company.  The Indemnifying Person shall not be liable
for any settlement of any proceeding effected without its written consent, but
if settled with such consent or if there be a final judgment for the plaintiff,
the Indemnifying Person agrees to indemnify each Indemnified Person from and
against any loss or liability by reason of such settlement or judgment.  No Indemnifying Person shall, without the
written consent of the Indemnified Person, effect any settlement of any pending
or threatened proceeding in respect of which any Indemnified Person is or could
have been a party and indemnification could have been sought hereunder by such
Indemnified Person, unless such settlement (A) includes an unconditional
release of such Indemnified Person, in form and substance reasonably
satisfactory to such Indemnified Person, from all liability on claims that are
the subject matter of such proceeding and (B) does not include any
statement as to or any admission of fault, culpability or a failure to act by
or on behalf of any Indemnified Person.


 


13

















 


(d)           If
the indemnification provided for in paragraphs (a) and (b) above is
unavailable to an Indemnified Person or insufficient in respect of any losses,
claims, damages or liabilities referred to therein, then each Indemnifying
Person under such paragraph, in lieu of indemnifying such Indemnified Person
thereunder, shall contribute to the amount paid or payable by such Indemnified
Person as a result of such losses, claims, damages or liabilities (i) in
such proportion as is appropriate to reflect the relative benefits received by
the Company and the Guarantors from the offering of the Securities and the
Exchange Securities, on the one hand, and by the Holders from receiving
Securities or Exchange Securities registered under the Securities Act, on the
other hand, or (ii) if the allocation provided by clause (i) is not
permitted by applicable law, in such proportion as is appropriate to reflect
not only the relative benefits referred to in clause (i) but also the
relative fault of the Company and the Guarantors on the one hand and the
Holders on the other in connection with the statements or omissions that
resulted in such losses, claims, damages or liabilities, as well as any other
relevant equitable considerations.  The
relative fault of the Company and the Guarantors on the one hand and the
Holders on the other shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company and the Guarantors or by the Holders and the parties’
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.


 


(e)           The
Company, the Guarantors and the Holders agree that it would not be just and
equitable if contribution pursuant to this Section 5 were determined by pro
rata allocation (even if the Holders were treated as one entity for such
purpose) or by any other method of allocation that does not take account of the
equitable considerations referred to in paragraph (d) above.  The amount paid or payable by an Indemnified
Person as a result of the losses, claims, damages and liabilities referred to
in paragraph (d) above shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses incurred by such
Indemnified Person in connection with any such action or claim.  Notwithstanding the provisions of this Section 5,
in no event shall a Holder be required to contribute any amount in excess of
the amount by which the total price at which the Securities or Exchange
Securities sold by such Holder exceeds the amount of any damages that such
Holder has otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission.  No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any Person who was not
guilty of such fraudulent misrepresentation. 
The Holders’ obligations to contribute pursuant to this Section 5
are several and not joint.


 


(f)            The
remedies provided for in this Section 5 are not exclusive and shall not
limit any rights or remedies that may otherwise be available to any Indemnified
Person at law or in equity.


 


(g)           The
indemnity and contribution provisions contained in this Section 5 shall
remain operative and in full force and effect regardless of (i) any
termination of this Agreement, (ii) any investigation made by or on behalf
of the Initial Purchasers or any Holder or any Person controlling any Initial
Purchaser or any Holder, or by or on behalf of the Company or the Guarantors or
the officers or directors of or any Person controlling the Company or the
Guarantors, (iii) acceptance of any of the Exchange Securities and (iv) any
sale of Registrable Securities pursuant to a Shelf Registration Statement.


 


6.             General.


 


(a)           No Inconsistent Agreements.  The Company and the Guarantors represent,
warrant and agree that (i) the rights granted to the Holders hereunder do
not in any way conflict with and are not inconsistent with the rights granted
to the holders of any other outstanding securities issued or guaranteed by the
Company or any Guarantor under any other agreement and (ii) neither the
Company nor any Guarantor has entered into, or on or after the date of this
Agreement will enter into, any agreement that is 


 


14

















 


inconsistent with the rights granted
to the Holders of Registrable Securities in this Agreement or otherwise
conflicts with the provisions hereof.


 


(b)           Amendments and Waivers.  The provisions of this Agreement, including
the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be
given unless the Company and the Guarantors have obtained the written consent
of Holders of at least a majority in aggregate principal amount of the outstanding
Registrable Securities affected by such amendment, modification, supplement,
waiver or consent (with such majority being calculated in a manner consistent
with the calculation described in the definition of “Majority Holders”); provided
that no amendment, modification, supplement, waiver or consent to any departure
from the provisions of Section 5 hereof shall be effective as against any
Holder of Registrable Securities unless consented to in writing by such
Holder.  Any amendments, modifications,
supplements, waivers or consents pursuant to this Section 6(b) shall
be by a writing executed by each of the parties hereto.


 


(c)           Notices. 
All notices and other communications provided for or permitted hereunder
shall be made in writing by hand-delivery, registered first-class mail, telex,
telecopier, or any courier guaranteeing overnight delivery (i) if to a
Holder, at the most current address given by such Holder to the Company by
means of a notice given in accordance with the provisions of this Section 6(c),
which address initially is, with respect to the Initial Purchasers, the address
set forth in the Purchase Agreement; (ii) if to the Company and the
Guarantors, initially at the Company’s address set forth in the Purchase
Agreement and thereafter at such other address, notice of which is given in
accordance with the provisions of this Section 6(c); and (iii) to
such other persons at their respective addresses as provided in the Purchase
Agreement and thereafter at such other address, notice of which is given in
accordance with the provisions of this Section 6(c).  All such notices and communications shall be
deemed to have been duly given: at the time delivered by hand, if personally
delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when answered back, if telexed; when receipt is
acknowledged, if telecopied; and on the next Business Day if timely delivered
to an air courier guaranteeing overnight delivery.  Copies of all such notices, demands or other
communications shall be concurrently delivered by the Person giving the same to
the Trustee, at the address specified in the Indenture.


 


(d)           Successors and Assigns.  This Agreement shall inure to the benefit of
and be binding upon the successors, assigns and transferees of each of the
parties, including, without limitation and without the need for an express
assignment, subsequent Holders; provided that nothing herein shall be
deemed to permit any assignment, transfer or other disposition of Registrable
Securities in violation of the terms of the Purchase Agreement or the
Indenture.  If any transferee of any
Holder shall acquire Registrable Securities in any manner, whether by operation
of law or otherwise, such Registrable Securities shall be held subject to all
the terms of this Agreement, and by taking and holding such Registrable
Securities such Person shall be conclusively deemed to have agreed to be bound
by and to perform all of the terms and provisions of this Agreement and such
Person shall be entitled to receive the benefits hereof.  The Initial Purchasers (in their capacity as
Initial Purchasers) shall have no liability or obligation to the Company or the
Guarantors with respect to any failure by a Holder to comply with, or any
breach by any Holder of, any of the obligations of such Holder under this
Agreement.


 


(e)           Purchases and Sales of Securities.  The Company shall not, and shall use its
reasonable best efforts to cause its affiliates (as defined in Rule 405
under the Securities Act) not to, purchase and then resell or otherwise
transfer any Registrable Securities.


 


(f)            Third Party Beneficiaries.  Each Holder shall be a third party
beneficiary to the agreements made hereunder between the Company and the
Guarantors, on the one hand, and the Initial 


 


15

















 


Purchasers, on the other hand, and
shall have the right to enforce such agreements directly to the extent it deems
such enforcement necessary or advisable to protect its rights or the rights of
other Holders hereunder.


 


(g)           Counterparts.  This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.


 


(h)           Headings. 
The headings in this Agreement are for convenience of reference only,
are not a part of this Agreement and shall not limit or otherwise affect the
meaning hereof.


 


(i)            Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.


 


(j)            Miscellaneous.  This Agreement contains the entire agreement
between the parties relating to the subject matter hereof and supersedes all
oral statements and prior writings with respect thereto.  If any term, provision, covenant or
restriction contained in this Agreement is held by a court of competent
jurisdiction to be invalid, void or unenforceable or against public policy, the
remainder of the terms, provisions, covenants and restrictions contained herein
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated.  The Company, the
Guarantors and the Initial Purchasers shall endeavor in good faith negotiations
to replace the invalid, void or unenforceable provisions with valid provisions
the economic effect of which comes as close as possible to that of the invalid,
void or unenforceable provisions.


 


16
















 


IN WITNESS WHEREOF, the parties have
executed this Agreement 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

  
	
   

  	
   

  
	
   

  	
  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

  



 


[Registration Rights
Agreement]


 

















 


	
  J.P. MORGAN SECURITIES LLC

  
	
  For itself and on behalf of the

  
	
  several Initial Purchasers listed

  
	
  in Schedule II hereto.

  
	
   

  
	
   

  
	
  J.P. MORGAN SECURITIES LLC

  
	
   

  
	
   

  
	
  By

  	
  /S/ KENNETH A. LANG

  	
   

  
	
   

  	
  Name: Kenneth A. Lang

  
	
   

  	
  Title: Managing Director

  



 


[Registration Rights
Agreement]


 

















 


SCHEDULE I


 


GUARANTORS


 


	
  1.

  	
  Daramic International, Inc.

  
	
   

  	
   

  
	
  2.

  	
  Daramic, LLC

  
	
   

  	
   

  
	
  3.

  	
  Daramic Asia, Inc.

  
	
   

  	
   

  
	
  4.

  	
  Celgard, LLC

  
	
   

  	
   

  
	
  5.

  	
  Daramic Acquisition Corp.

  
	
   

  	
   

  
	
  6.

  	
  MP Assets Corporation

  
	
   

  	
   

  
	
  7.

  	
  Microporous Holding, LLC

  
	
   

  	
   

  
	
  8.

  	
  Daramic Holding, LLC

  
	
   

  	
   

  
	
  9.

  	
  Microporous Products, LLC

  



 

















 


SCHEDULE
II


 


Initial Purchasers


 


	
  J.P. Morgan Securities LLC

  
	
  Goldman, Sachs & Co.

  
	
  UBS Securities LLC

  
	
  BB&T Capital Markets, a
  division of Scott & Stringfellow, LLC

  
	
  Robert W. Baird & Co.
  Incorporated

  
	
  William Blair & Company,
  LLC

  



 

















 


Annex A


 


Counterpart to Registration
Rights Agreement


 


The undersigned hereby absolutely,
unconditionally and irrevocably agrees as a Guarantor (as defined in the
Registration Rights Agreement, dated as of November 26, 2010, by and among
the Company, a Delaware corporation, the guarantors party thereto and J.P.
Morgan Securities LLC, on behalf of itself and the other Initial Purchasers) to
be bound by the terms and provisions of such Registration Rights Agreement.


 


 


IN WITNESS WHEREOF, the undersigned
has executed this counterpart as of                     .


 


 


	
   

  	
  [NAME]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  NAME:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title: